Laura Kohl
WINTRUST FINANCIALAbout Laura Kohl
Independent director appointed to the Wintrust Financial Corporation (WTFC) board effective October 1, 2025; determined independent under Nasdaq rules. Serves on the Risk Management Committee and the Information Technology & Information Security Committee; initial Form 3 shows no beneficial ownership at appointment. Board maintains prohibitions on hedging and pledging, with robust director stock ownership guidelines to align interests.
Past Roles
Not disclosed in WTFC filings beyond current role; available materials highlight technology leadership background without specific prior-position detail.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morningstar, Inc. | Chief Information Officer | Not disclosed (current) | Leads global technology strategy, bringing enterprise IT and cybersecurity expertise relevant to WTFC’s IT/IS oversight |
Board Governance
- Committees: Risk Management Committee and IT/IS Committee; Board affirmed independence under Nasdaq listing standards.
- Board structure: Independent non-executive Chair; seven standing committees; regular executive sessions; majority vote standard.
- Attendance benchmark: In 2024, the Board met six times; all directors then in office attended >90% of Board and committee meetings (Kohl joined in Oct-2025, so her attendance will be disclosed in the next proxy).
- Outside board limits: Directors limited to service on no more than four other public company boards.
- Cyber/risk oversight framework: Committee charters emphasize enterprise risk management (credit, liquidity, IRR, compliance) and information security strategy, infrastructure, incident response, and third-party assessments.
Fixed Compensation
WTFC non-employee director compensation structure (2024 policy-level amounts):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Fee Retainer (cash or stock) | $160,000 | Paid in cash or Common Stock; elective deferral available via Director Plan |
| Annual Committee Fee Retainer (per committee) | $10,000 | Executive Committee excluded; paid in cash or stock |
| Committee Chair Fee (Audit, Comp, Finance, IT/IS, Nominating, Risk) | $25,000 | Additional annual fee to the chair |
| Chairman of the Board Additional Fee | $60,000 | Non-executive Chair |
| Board meeting fees (excess over 6/year) | $2,000 in-person; $1,500 virtual | Per additional meeting attended |
| Committee meeting fees (excess over 5/year) | $2,000 in-person; $1,500 virtual | Per additional meeting attended |
Directors can elect to receive fees in stock and/or defer fees into Units under the 2005 Directors Deferred Fee and Stock Plan; dividends credited as additional Units, paid post-retirement per election terms.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director compensation | None disclosed; director pay is retainers, chair fees, and elective stock/deferral under Director Plan (no performance hurdles) |
Other Directorships & Interlocks
- Current public company boards: WTFC only (no other board roles disclosed in WTFC’s 8-K/press release).
- Related-party/Item 404 exposure: WTFC disclosed no arrangements or transactions for Kohl reportable under Item 404(a); independence affirmed.
Expertise & Qualifications
- Enterprise technology and cybersecurity leadership (CIO at Morningstar), aligned with IT/IS Committee oversight of information security strategy, infrastructure, incident response, and data management.
- Risk oversight contribution via Risk Management Committee (ERM policy, risk appetite, credit/liquidity/market risk oversight, capital planning/stress testing review).
Equity Ownership
| Metric | Value | As-of | Source |
|---|---|---|---|
| Beneficially owned common shares | 0 | Event date 10/01/2025; filed 10/10/2025 | Form 3 |
| Derivative securities | None | Event date 10/01/2025; filed 10/10/2025 | Form 3 |
| Ownership % of outstanding shares | 0.00% | Shares outstanding 66,971,158 as of 10/31/2025 | Calculation using 10-Q shares outstanding |
Stock ownership guidelines: Non-employee directors must hold Common Stock valued at least 4x the annual board retainer ($640,000 based on 2024 retainer), to be met within four years of joining the board. Hedging, short selling, and pledging are prohibited.
Insider filings table:
| Date Filed | Form | Transaction/Ownership | Notes |
|---|---|---|---|
| 2025-10-10 | Form 3 | Initial statement; 0 shares beneficially owned; no derivatives | Filed via attorney-in-fact; POA on file |
Governance Assessment
- Strengths: Independence affirmed; dual committee assignments directly align with WTFC’s key risk and cybersecurity oversight priorities; robust director ownership guidelines and anti-hedging/pledging policy support alignment.
- Compensation structure: Market-referenced, largely fixed retainers with optional stock/deferral; no performance-based director pay (appropriate to independence and oversight role).
- Signals: Initial zero-share ownership is common for new appointees; guideline-driven ramp to ownership over four years should enhance alignment; watch next proxy for ownership progress and committee attendance.
- Conflicts/RED FLAGS: None identified—no Item 404 transactions, hedging/pledging prohibited, independence affirmed.
- Shareholder context: WTFC’s 2024 say-on-pay support ~98% indicates broad investor confidence in compensation governance; monitor 2026 proxy for continued support and any board comp updates.