Elizabeth H. Connelly

About Elizabeth H. Connelly

Elizabeth H. Connelly (age 60) is an independent director of Wintrust Financial Corporation (WTFC), serving since 2022. She is Chief Commercial Officer at CDW Corporation (Nasdaq: CDW) as of October 2024, with prior leadership roles in human resources and commercial sales at CDW, and earlier senior leadership in commercial banking and private wealth management at J.P. Morgan Chase and Bank One. She holds a bachelor’s degree in foreign service from Georgetown University and an MBA from Northwestern University’s Kellogg School of Management .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (Chair), Risk Management Committee (Member), Executive Committee (Member) .
• Independence: The Board determined Connelly is independent under Nasdaq listing standards; over 86% of WTFC’s Board is independent .
• Attendance and engagement: The Board met six times in 2024; each director attended more than 90% of Board and committee meetings; independent directors meet in regular executive sessions at each Board and committee meeting .
• Board leadership: Non-executive, independent Chairman (H. Patrick Hackett, Jr.) provides separation from management and independent oversight .
• Training and self-assessment: Annual Board and committee self-assessments; required annual director training including financial institution compliance and regulatory frameworks .

Fixed Compensation

Director compensation structure (2024):

• Annual Board Fee Retainer: $160,000 (cash or Common Stock) .
• Annual Committee Fee Retainer: $10,000 per committee (excludes Executive Committee; cash or Common Stock) .
• Committee Chair Fees: $25,000 for Chairs of Audit, Compensation, Finance, IT/IS, Nominating, Risk Management; Board Chairman: $60,000 .
• Meeting attendance fees: Generally none; $2,000 per in-person ($1,500 telephonic/virtual) only if Board >6 meetings or committee >5 meetings in a year .

2024 compensation paid to Elizabeth H. Connelly:

Notes:

• Connelly elected to receive $207,000 of 2024 director fees in Common Stock under the Directors Deferred Fee and Stock Plan .
• Director fees can be deferred into Units (deferred stock units) that accrue dividend-equivalent Units; cash fee deferrals accrue interest at the 91-day T-bill discount rate .

Performance Compensation

• Non-employee directors do not receive performance-based bonuses or option awards; equity compensation for directors is via fee election into Common Stock or deferrals into Units, not PSUs/Options tied to performance metrics .
• No director-specific performance metrics or incentive plans disclosed for directors; performance metrics in the proxy apply to NEOs, not directors .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Connelly; she is an executive at CDW, a public company, not a director there .
• Potential interlocks/conflicts: The proxy states some directors are executive officers of companies that are or may become customers or vendors; transactions are on market terms, with Audit and Nominating Committees reviewing and approving Related Person Transactions >$120,000; since January 1, 2024, no transactions were identified as Related Person Transactions beyond ordinary-course banking with insiders per Regulation O .

Expertise & Qualifications

• Financial services depth: 30+ years spanning commercial banking (J.P. Morgan/Bank One), private wealth, and public-company commercial leadership .
• Human capital expertise: Former CHRO/SVP HR at CDW; experience in compensation, leadership development, succession planning—aligned with her Compensation Committee chair role .
• Education: Georgetown University (B.S. Foreign Service); Northwestern Kellogg (MBA) .

Equity Ownership

*Less than 1% per proxy ownership table footnote .

Ownership alignment policies:

• Stock ownership guideline: Directors must hold Common Stock (or equivalents) equal to ≥4x the Annual Board Fee Retainer; 2024 requirement = $640,000; all non-employee directors either meet or are expected to meet it within the required window .
• Hedging and pledging: Prohibited for directors and employees (including short selling and derivative hedges); reinforces alignment .

Governance Assessment

Strengths and positive signals:

• Independent director as Compensation Committee Chair, with deep HR and commercial leadership experience aligning to oversight of pay-for-performance, succession, and talent management .
• High shareholder support for executive compensation (≈98% “say-on-pay” approval), indicating confidence in committee oversight; Meridian as independent consultant supports robust process; clawback policy in place .
• Strong Board governance practices: majority independent Board, independent Chair, regular executive sessions, mandatory director training, annual self-assessments .
• Alignment via equity: Connelly elected 100% of 2024 director fees in stock and holds deferred Units; director ownership guideline in place, with Board-level compliance trajectory .

Risk indicators and potential concerns:

• Potential vendor/customer interlock due to Connelly’s executive role at CDW (technology solutions provider) could pose perceived conflicts if CDW is a WTFC vendor; however, the proxy reports no Related Person Transactions identified since Jan 1, 2024, with robust committee oversight and market-term requirements for any insider-related dealings .
• Attendance appears robust at Board level (>90% for all directors), but individual-level figures are not separately disclosed; continued monitoring advisable .

Committee effectiveness context:

• Compensation Committee responsibilities include pay philosophy, goal-setting, stock incentive administration, ownership guidelines review, severance/CIC policies, clawback, say-on-pay feedback, and succession planning—areas directly aligned with Connelly’s background .
• No compensation committee interlocks or insider participation in 2024—reducing governance conflict risk .

Director compensation program quality:

• Shift to standardized retainers and elimination of most meeting fees, with modest chair premiums; ability to elect fees in stock or defer into Units enhances alignment without introducing performance-linked equity complexities for non-employee directors .

Executive sessions and independence:

• Executive sessions at each Board and committee meeting and strong independence posture (over 86% independent; Connelly deemed independent) support oversight quality .

Say-on-pay and shareholder engagement:

• ~98% say-on-pay approval; active shareholder Q&A on earnings calls and conference participation indicates strong investor engagement infrastructure, relevant for Compensation Committee leadership .

Quotes/policies of note:

• Prohibition on hedging/pledging, strong ownership guidelines, and clawback policy reflect shareholder-friendly governance norms .

RED FLAGS: None disclosed specific to Connelly. Potential perceived conflict if CDW is a vendor to WTFC is mitigated by related party oversight and no identified RPTs since Jan 1, 2024; hedging/pledging is prohibited, reducing alignment risks .