Gregory A. Smith
WINTRUST FINANCIALAbout Gregory A. Smith
Independent director since 2024; age 61 at the 2025 Annual Meeting. Smith is an honors graduate of Princeton (AB) and the University of Chicago (MBA), an NACD Board Leadership Fellow, and qualifies as a “financial expert” for audit committee purposes given extensive banking, investment banking, liquidity, financial reporting, and risk management experience. He serves on WTFC’s Audit and Finance Committees. Background includes serving as Executive-in-Residence and Professor of Practice at the University of Wisconsin–Milwaukee (since 2012), ABA Stonier Graduate School of Banking Curriculum Director, and prior CFO of Marshall & Ilsley Corporation/M&I Bank until its 2011 sale to BMO Harris. He is a current director of Church Mutual Holding Company and a former director of Envestment, Inc. (NYSE: ENV) through its 2024 sale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall & Ilsley Corporation and M&I Bank | Senior Vice President & Chief Financial Officer | 2006–2011 | Led liquidity, financial reporting, and risk management; experience qualifies him as an audit committee financial expert . |
| Investment Banking (financial services focus) | Banker | Prior to 2006 | Capital raising/investment processes; risk and reporting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Wisconsin–Milwaukee Lubar School of Business | Executive-in-Residence & Professor of Practice | 2012–present | Academic leadership in finance/banking . |
| ABA Stonier Graduate School of Banking | Curriculum Director | Current | Industry education influence . |
| Church Mutual Holding Company, Inc. | Director | Since 2014 | Insurance sector board service . |
| Envestment, Inc. (NYSE: ENV) | Director | 2015–2024 | Served until company sale in 2024 . |
Board Governance
- Committee assignments: Member, Audit Committee and Finance Committee; not a chair. Audit Committee chaired by Karin Gustafson Teglia; Finance Committee chaired by Alex E. Washington III .
- Independence: WTFC committees (other than Executive) comprised entirely of independent directors; director compensation table lists Smith among non‑employee directors, supporting independence status .
- Attendance and engagement: The Board met six times in 2024; each director attended more than 90% of board and committee meetings; regular executive sessions of independent directors at board and committee levels .
- Governance practices: Majority vote standard; board/committee annual self-assessments; annual director training focused on bank regulatory frameworks; limit of ≤4 other public boards; retirement age policy (no nominations ≥76); robust code of ethics; prohibition on hedging, short selling, and pledging .
| Committee | Role | Chair | Independence Indicator |
|---|---|---|---|
| Audit Committee | Member | Karin Gustafson Teglia | Committees comprised entirely of independent directors (other than Executive) . |
| Finance Committee | Member | Alex E. Washington III | Committees comprised entirely of independent directors (other than Executive) . |
Fixed Compensation
| Component | 2024 Value | Detail |
|---|---|---|
| Annual Board Fee Retainer | $160,000 | Paid in cash or Common Stock; Smith elected stock for $105,000 (mid‑year appointment) . |
| Annual Committee Fee Retainer | $10,000 per committee | Audit and Finance membership eligible; paid in cash or Common Stock . |
| Chair Fees | $25,000 per committee chair | Not applicable for Smith (not a chair) . |
| Meeting Fees | $2,000 in-person / $1,500 virtual (only if >6 board or >5 committee mtgs) | Paid only for excess meetings beyond thresholds . |
| 2024 Director Compensation (WTFC) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash/Stock | $105,000 |
| Stock Awards | — (0) |
| Option Awards | — (0) |
| All Other Compensation | $335 |
| Total | $105,335 |
- Deferral mechanics: Directors may elect to receive fees in Common Stock and defer into Units under the 2005 Directors Deferred Fee and Stock Plan; units accrue dividend equivalents; cash deferrals accrue interest at the 91‑day T‑Bill discount rate; distributions occur after retirement per election .
Performance Compensation
- WTFC does not disclose performance-based equity (PSUs) or stock options for non‑employee directors; Smith’s 2024 stock and option award columns are zero .
- No director performance metrics disclosed (e.g., TSR, revenue growth) tied to non‑employee director pay; the executive compensation performance design described in CD&A applies to NEOs, not directors .
| Performance Metric | Applies to Non‑Employee Directors? | Evidence |
|---|---|---|
| PSUs / performance RSUs | No | Director stock awards column shows zero for 2024 . |
| Stock options | No | Director option awards column shows zero for 2024 . |
| TSR / financial metrics in director pay | No disclosure | CD&A metrics target NEOs; director pay structured as retainers/fees . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Church Mutual Holding Company, Inc. | Insurance | Director | Ordinary-course customer/vendor relationships reviewed; no related person transactions identified since Jan 1, 2024 . |
| Envestment, Inc. (NYSE: ENV) | Fintech/Technology | Director (past) | Service ended upon sale in 2024; no interlocks disclosed impacting WTFC committees . |
- Compensation Committee interlocks: None in fiscal 2024; no insider participation .
Expertise & Qualifications
- Financial expert on audit committee rules; deep banking and investment banking experience with liquidity, financial reporting, and risk management across large, complex organizations .
- Education: Princeton AB; University of Chicago MBA; NACD Board Leadership Fellow .
Equity Ownership
| Item | Detail |
|---|---|
| Deferred Stock Units (Units) held (12/31/2024) | 1,018 Units . |
| Stock Ownership Guideline | ≥4× annual board retainer; $640,000 for 2024, to be met within four years of joining the board . |
| Compliance Status | All non‑employee directors either meet or are expected to meet within the prescribed timeframe . |
| Hedging/Pledging | Prohibited for directors and insiders . |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; active participation (board met six times in 2024 with >90% attendance for all directors); service on Audit and Finance committees enhances oversight of reporting, controls, capital, and strategy; adheres to rigorous stock ownership guidelines and prohibitions on hedging/pledging, aligning interests with shareholders .
- Incentive alignment: Elected to take director fees in Common Stock, and accrued 1,018 deferred stock Units, evidencing equity alignment; no performance-based director pay mitigates risk of short-termism in board compensation .
- Conflicts/Red flags: No related person transactions identified since Jan 1, 2024; no compensation committee interlocks or insider participation in 2024; Section 16(a) filings compliant; director service limit policy reduces overboarding risk .
- Considerations: Newer tenure (since 2024) implies shorter WTFC-specific track record; nonetheless, prior CFO and banking experience supports effective oversight on audit and finance matters .
Overall signal: Positive governance profile with strong audit/finance expertise, documented independence, high attendance, and equity alignment; low observed conflict risk based on related-party and interlock disclosures .