H. Patrick Hackett, Jr.
WINTRUST FINANCIALAbout H. Patrick Hackett, Jr.
H. Patrick Hackett, Jr. (age 73) has served on Wintrust’s Board since 2008 and is the non-executive Chairman of the Board, a role he is expected to continue following the 2025 Annual Meeting pending re-election . He is the Managing Member of HHS Partners, LLC since 2001 and previously was President & CEO of RREEF Capital, Inc. and Principal of The RREEF Funds, with earlier-career experience as a bank auditor; he has taught real estate finance at Northwestern’s Kellogg School and served on real estate advisory boards at Kellogg and MIT . The Board has affirmed his independence under Nasdaq standards; more than 86% of the Board is independent, including the Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HHS Partners, LLC | Managing Member | Since 2001 | Investment leadership (private investment firm) |
| RREEF Capital, Inc. / The RREEF Funds | President & CEO; Principal | 12 years (dates not specified) | Led international commercial real estate investment management |
| Early career | Bank auditor | Not disclosed | Gained bank accounting/operations familiarity |
| Kellogg School of Management | Lecturer in real estate finance | Not disclosed | Academic instruction; advisory boards at Kellogg and MIT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Industrial Realty Trust, Inc. (NYSE: FR) | Director; Chair of Investment and Compensation Committees | Current (dates not disclosed) | Oversees investments and compensation at FR |
| Wintrust Bank (subsidiary) | Advisory Director | Current | Advisory oversight within Wintrust’s banking operations |
| Northwestern University | Former Life Trustee | Not disclosed | Governance/education advisory |
| Kellogg School of Management and MIT | Real estate advisory boards | Not disclosed | Advisory on real estate and finance |
Board Governance
- Role: Non-executive Chairman of the Board; expected to continue post-2025 Annual Meeting .
- Committee assignments (WTFC): Chair of the Executive Committee; no other WTFC committees listed for Hackett .
- Independence: Board-determined independent; Chairman is independent .
- Attendance: Board met 6 times in 2024; each director attended >90% of Board and committee meetings; all directors in office attended the 2024 Annual Meeting .
- Engagement: Independent directors hold executive sessions at each Board and committee meeting .
- Governance practices: Prohibition on hedging, short selling, and pledging; director stock ownership guidelines; retirement age policy; limit of service on ≤4 other public company boards .
Fixed Compensation
| Component | 2024 Structure | Amount (Hackett) | Notes |
|---|---|---|---|
| Annual Board Fee Retainer | $160,000 (cash or common stock) | $160,000 | Hackett took cash (not listed among those electing stock) |
| Chairman of the Board additional fee | $60,000 | $60,000 | Paid in cash |
| Annual Committee Fee Retainer | $10,000 per committee (excludes Executive Committee) | $0 | Hackett chairs Executive Committee; no retainer for Exec Committee |
| Board meeting attendance fees | Only if >6 meetings: $2,000 in-person; $1,500 virtual | Not disclosed | Board held 6 meetings in 2024 |
| Committee meeting attendance fees | Only if >5 meetings per committee: $2,000 in-person; $1,500 virtual | Not disclosed | Applies if thresholds exceeded |
| Subsidiary directorship fees/dividends on deferrals | Paid as applicable | $5,532 (All Other Compensation) | Below $10,000 detail threshold; includes dividends on deferred fees/units |
| Total 2024 Director Compensation | — | $225,532 | Stock Awards: $0; Option Awards: $0; Change in Pension/Deferred Earnings: $0 |
Performance Compensation
| Element | Status | Evidence |
|---|---|---|
| Performance-based director pay (RSUs/PSUs/options tied to metrics) | None disclosed for non-employee directors | Director compensation program consists of retainers/fees; Hackett had $0 stock awards and $0 option awards in 2024 |
| Director deferral plan mechanics (non-performance) | Available | Directors may elect fees in common stock or defer into Units; deferred cash accrues interest at the 91-day T-Bill discount rate, adjusted quarterly; additional Units credited for dividends |
Other Directorships & Interlocks
- WTFC Compensation Committee interlocks: None and no insider participation in FY2024 .
- External compensation committee service: Chairs FR’s Compensation Committee; no disclosed interlock with WTFC’s Compensation Committee .
Expertise & Qualifications
- Financial and real estate expertise; familiarity with valuation and bank collateral (commercial real estate); prior bank auditing experience .
- Academic and advisory credentials in real estate finance (Kellogg teaching; Kellogg/MIT advisory boards) .
- Strategic leadership via executive roles at RREEF and investment oversight at FR .
Equity Ownership
| Holder | Common Shares (Direct) | Deferred Shares/Units | Total Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| H. Patrick Hackett, Jr. | 44,184 | 3,107 Units | 47,291 | <1% |
| Director stock ownership guideline | 4x Annual Board Fee Retainer | $640,000 threshold for 2024 | — | Company states all non-employee directors meet or are expected to meet guidelines |
| Hedging/short selling/pledging | Prohibited | — | — | Company-wide policy for directors/insiders |
Governance Assessment
- Board effectiveness: As independent Chairman, Hackett supports separation of Chair/CEO roles, enhancing oversight and risk management; Board maintains robust executive sessions and an annual self-assessment process .
- Independence and attendance: Independence affirmed; Board-level attendance >90% indicates engagement; Chairman role is independent, strengthening objectivity .
- Alignment and incentives: Director stock ownership guidelines (4x retainer) and prohibition on hedging/pledging support alignment; Hackett holds 44,184 shares plus 3,107 deferred Units .
- Compensation structure: Hackett’s fees align with governance responsibilities (retainer + Chair fee); no performance-based director equity awards or options, reducing misaligned incentives risk .
- Conflicts/related-party exposure: Company reports standard-market, ordinary-course transactions for insiders with Regulation O compliance; no related person transactions identified since Jan 1, 2024; compensation committee interlocks none in FY2024 .
- Shareholder signals: WTFC’s most recent say-on-pay approval was ~98%, indicating broad shareholder support for compensation governance overall (pertains to executive pay) .
RED FLAGS: None disclosed specific to Hackett. No hedging/pledging permitted ; no related-person transactions identified and no compensation committee interlocks in FY2024 . Potential monitoring area: external compensation committee chair role at FR (ensure no overlapping consultant/conflict), though no WTFC interlocks disclosed .