Brian A. Kenney
WINTRUST FINANCIALAbout Brian A. Kenney
Brian A. Kenney (age 65) is an independent director of Wintrust Financial Corporation, serving since 2023. He is the former Chairman, President and CEO of GATX Corporation (2005–2022) and previously held senior finance roles at GATX, AMR/United Airlines, and Morton International . He brings extensive capital markets and risk oversight experience and is designated to chair Wintrust’s Risk Management Committee following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GATX Corporation (NYSE: GATX) | Chairman, President & CEO | 2005–Apr 2022 | Led global railcar lessor; public company leadership |
| GATX | President | 2004–2005 | Executive leadership |
| GATX | SVP, Finance & CFO | 2002–2004 | Senior finance oversight |
| GATX | VP, Finance & CFO | 1999–2002 | Corporate finance leadership |
| GATX | VP – Finance | 1998–1999 | Finance leadership |
| GATX | Treasurer | Joined 1995 | Treasury and capital markets |
| AMR/United Airlines; Morton International | Various financial positions | Prior to GATX | Corporate finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shedd Aquarium (Chicago) | Board of Trustees; Chairman | Trustee; Chair 2018–2022 | Current trustee; prior chair |
| Big Shoulders Fund (Chicago) | Board of Directors | Current | Education-focused nonprofit |
| USG Corporation (public) | Director | 2011–Apr 2019 | Public board service until acquisition |
Board Governance
- Independence: The Board determined Mr. Kenney is independent under Nasdaq standards and confirmed his independence upon appointment .
- Committee assignments (2024–early 2025): Vice Chair, Risk Management Committee; Member, Nominating & Corporate Governance Committee .
- Post–Annual Meeting designations (assuming election): Chair, Risk Management Committee; Member, Information Technology/Information Security Committee .
- Attendance and engagement: The Board met 6 times in 2024 and each director attended >90% of Board and committee meetings; all directors then in office attended the 2024 annual meeting . RMC met 4 times; Nominating met 5 times; IT/IS met 4 times in 2024 .
Fixed Compensation (Director)
| Component | 2024 Structure | Mr. Kenney’s 2024 Amount |
|---|---|---|
| Annual Board Fee Retainer | $160,000 (cash or stock at director election) | Included in total below (elected stock) |
| Annual Committee Fee Retainer | $10,000 per committee (excl. Executive Committee) | Included in total below (elected stock) |
| Committee Chair Fees | $25,000 for Chairs of Audit, Compensation, Finance, IT/IS, Nominating, Risk | $0 (served as Vice Chair, RMC) |
| Meeting Fees | Only if >6 Board meetings or >5 committee meetings; $2,000 in-person/$1,500 virtual per extra meeting | Not disclosed as applicable |
| Total Director Fees (Board + committees) | — | $180,000 (all in stock at his election) |
| Other (dividends on deferred units/affiliate service) | Deferred plan dividends and subsidiary board fees may be included | $1,252 (dividends on deferred units) |
| Total 2024 Director Compensation | — | $181,252 |
Notes:
- In 2024 the Board increased the Board retainer to $160,000 and added a $10,000 per-committee retainer; most meeting fees were eliminated except beyond-threshold meetings .
- Mr. Kenney elected to receive his 2024 fees in Wintrust common stock; he held 1,799 deferred stock units (unissued) as of 12/31/2024 under the Directors Deferred Fee and Stock Plan .
Performance Compensation (Director)
Directors do not receive performance-conditioned equity at Wintrust. Non-employee directors may elect to receive retainers in common stock and/or defer into stock units; no director options or PSUs were granted in 2024, and Mr. Kenney reported no stock or option awards beyond his elected stock fee .
Other Directorships & Interlocks
| Entity | Type | Mr. Kenney Role | Wintrust Interlock/Note |
|---|---|---|---|
| Shedd Aquarium | Nonprofit | Trustee; Chair (2018–2022) | Director Elizabeth H. Connelly also serves on Shedd’s board, indicating a network tie |
| Big Shoulders Fund | Nonprofit | Director | Wintrust Vice Chairman/CLO Richard B. Murphy also serves on Big Shoulders’ board, indicating a network tie |
| USG Corporation | Public (former) | Director (2011–2019) | No current public-company directorships disclosed |
Expertise & Qualifications
- Public company CEO/Chair experience overseeing risk, capital markets and asset-backed finance at GATX; valuable for bank risk and finance oversight .
- Designated to Chair Wintrust’s Risk Management Committee, aligning background with board responsibilities .
- Prior service on a public company board (USG) and major nonprofit boards (Shedd, Big Shoulders) enhances governance and stakeholder perspectives .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 10,433 shares (<1% of outstanding) |
| Deferred stock units (DSUs) | 1,799 units (unissued) as of 12/31/2024 |
| Ownership guidelines | Directors must own ≥4× Board retainer ($640,000 for 2024) within 4 years; all directors either met or are on track within timeframe |
| Hedging/pledging | Directors are prohibited from hedging and pledging Company stock |
| Section 16 initial filing | Form 3 filed Jan 9, 2023 on appointment (0 shares at that time) |
Governance Assessment
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Strengths
- Independent director with deep financial and risk management credentials; slated to chair the Risk Management Committee, which aligns responsibilities with expertise .
- Strong engagement: Board reports >90% attendance for each director and all directors attended the 2024 Annual Meeting .
- Pay-for-alignment: Elected to take 100% of his 2024 director fees in stock and participates in the director deferred stock unit plan, increasing ownership alignment .
- Robust guardrails: Director stock ownership guidelines (4× retainer within 4 years) and prohibitions on hedging/pledging; Board states directors are compliant or on track .
- No related-party conflicts disclosed for Mr. Kenney at appointment (Item 404) and the Company identified no related person transactions since Jan 1, 2024 .
- Shareholder support context: Say-on-Pay approval at ~98% in 2024 suggests broader governance/compensation alignment at the Company level .
-
Watch items
- Network interlocks: Overlapping nonprofit board service with another Wintrust director (Shedd Aquarium) and a senior executive (Big Shoulders Fund) concentrates relationships; while not a related-party transaction, it warrants continued monitoring for perceived independence in decision-making .
- Ownership guideline runway: As a 2023 appointee he remains within the 4‑year window to reach the 4× retainer ownership requirement; ongoing progress should be monitored (Board indicates all directors meet or are on track) .
Overall, Mr. Kenney’s profile (former public-company CEO/CFO with capital markets expertise), independent status, and risk committee leadership designate him as a governance-positive director for Wintrust, with alignment reinforced by stock-elected fees and anti-hedging/pledging policies .