Karin Gustafson Teglia
WINTRUST FINANCIALAbout Karin Gustafson Teglia
Karin Gustafson Teglia (age 57) has served as an independent director of Wintrust Financial Corporation since 2019. She is a certified public accountant and an attorney licensed in Illinois, with prior senior finance and tax leadership roles at McDonald’s Corporation; she is designated by the Board as an audit committee financial expert. Her current WTFC committee roles include Audit Committee Chair, and member of the Compensation and Executive Committees, with strong attendance and engagement documented by the company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Corporate SVP, Finance; Corporate VP, Finance; Corporate VP of Tax | 2001–2008 | Senior finance and international tax leadership; liquidity, reporting, risk and audit management experience; foundation for “audit committee financial expert” designation. |
| PricewaterhouseCoopers LLP | International Tax Consultant | Pre-1995 | Technical tax expertise; global perspective. |
| Hinsdale Bank | Director; Audit Committee Chair; Risk Committee member | Prior to WTFC board service | Bank governance experience; audit chair exposure to financial reporting and risk oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DEKK Enterprises, LLC | President | Current | Incubator for consumer products/services concepts. |
| DEKK Investments, LLC | President | Current | Investment activities. |
| TRP Investments, LLC | Advisor | Since 2009 | Commercial real estate investor; advisory capacity. |
| National Academy of Sciences | Advisory Panel (food allergy research) | Past | Scientific advisory exposure. |
| Food Allergy Research and Education (FARE) | Board of National Ambassadors | Past | Non-profit engagement. |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Executive (Member); Finance/IT/IS not listed for Teglia in the current or post-Annual Meeting composition.
- Independence and qualifications: Board determined all Audit Committee members are independent under Nasdaq standards; Teglia qualifies as an “audit committee financial expert.”
- Attendance: The Board met six times in 2024; each director attended more than 90% of Board and committee meetings; all directors then in office attended the 2024 Annual Meeting.
- Audit Committee activity: Six meetings in 2024; signed Audit Committee Report recommending inclusion of audited financials in 2024 Form 10-K; overseeing auditor independence; appointment of Ernst & Young LLP for FY2025.
Fixed Compensation
| Component | 2024 Program | 2024 Actual for Teglia |
|---|---|---|
| Annual Board Fee Retainer | $160,000 (cash or stock) | Included in total fees elected in common stock. |
| Annual Committee Fee Retainer | $10,000 per committee (excluding Executive) | Audit + Compensation committees = $20,000 (inferred within total). |
| Committee Chair Fee | $25,000 for Audit Chair | $25,000 (inferred within total). |
| Meeting Attendance Fees | Board: none unless >6 meetings; Committee: none unless >5 meetings ($2,000 in-person / $1,500 virtual) | Audit held 6 meetings in 2024 → 1 meeting above threshold likely added; total “Fees Earned” reconciles to $207,000. |
| Subsidiary Director Fees | Paid for service at subsidiaries/divisions | $1,900 included in “All Other Compensation.” |
| Fees Earned or Paid in Cash | n/a | $207,000; Teglia elected to receive fees in Common Stock (alignment signal). |
| All Other Compensation | Dividends on deferred units; subsidiary director fees | $21,808 (includes $19,908 dividends + $1,900 subsidiary director fees). |
| Total Director Compensation | n/a | $228,808. |
Performance Compensation
- WTFC does not grant performance-based equity to non-employee directors; compensation is retainer- and role-based with optional stock election/deferred units, not tied to revenue, EPS, TSR or ESG metrics for directors.
Other Directorships & Interlocks
| Entity | Role | Public/Private | Potential Interlock/Customer/Vendor Relevance |
|---|---|---|---|
| WTFC subsidiary (unspecified) | Director (subsidiary) | Private (subsidiary) | $1,900 in fees; ordinary-course subsidiary governance, not a related-party conflict. |
| DEKK Enterprises/Investments | President | Private | No disclosed related transactions with WTFC. |
| TRP Investments | Advisor | Private | No disclosed related transactions with WTFC; policy requires market terms for any insider-related banking transactions. |
Expertise & Qualifications
- CPA and Illinois-licensed attorney; senior finance and tax leadership at McDonald’s; designated audit committee financial expert by the Board.
- Banking governance experience from prior Hinsdale Bank directorship; audit chair and risk committee service.
- Board education/training and executive sessions: WTFC mandates robust annual training and regular executive sessions of independent directors.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 6,276 shares | Less than 1% of shares outstanding. |
| Deferred Shares (Director Plan) | 10,365 | Deferred under Director Plan; no voting rights. |
| Unissued Units (Director Plan) | 12,453 units | Accrue dividend-equivalent units; payable in stock per deferral elections. |
| Total Ownership (Beneficial + Deferred) | 16,641 | Aggregate as of record date. |
| Pledging/Hedging | Prohibited for directors | Company prohibits hedging, short selling and pledging. |
Governance Assessment
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Strengths: Independent Audit Chair with deep finance/tax background; designated audit financial expert; strong attendance and formal oversight of auditor independence; election to receive fees in Common Stock signals alignment; robust prohibition on hedging/pledging and director stock ownership guidelines.
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Compensation mix: 2024 increase in Board retainer to $160,000 and addition of $10,000 per-committee retainers align with peer benchmarking; Audit Chair fee of $25,000 reflects workload; Teglia’s total director compensation in 2024 was $228,808, with $207,000 taken in stock and $21,808 from dividends and subsidiary director fees.
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Conflicts/Related Parties: WTFC reports no identified Related Person Transactions since January 1, 2024 beyond ordinary-course insider banking relationships on market terms; no specific transactions involving Teglia’s outside entities disclosed.
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Attendance/Engagement: Board and committee attendance exceeded 90%; Audit Committee met six times; all directors attended the 2024 Annual Meeting.
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RED FLAGS:
- Section 16(a) reporting lapse: 49 shares acquired by Teglia were inadvertently not reported, later corrected on Form 4 (March 5, 2025). Minor administrative lapse but promptly remediated.
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Implications for investor confidence: Teglia’s Audit Chair role and financial expert designation are positives for financial reporting integrity and risk oversight; stock election of fees and deferred units suggest alignment. The isolated Section 16(a) correction is a small administrative issue mitigated by subsequent filing; no material related-party concerns are disclosed.