Marla F. Glabe
WINTRUST FINANCIALAbout Marla F. Glabe
Independent director since 2015; age 71. Glabe brings 40+ years of financial services leadership, including senior executive roles at Allstate and board experience with WTFC’s wealth/insurance-related subsidiaries. She is an Audit Committee member and designated “audit committee financial expert,” and also serves on the Information Technology & Information Security (IT/IS) Committee. The Board deems her independent under Nasdaq standards; in 2024, she attended >90% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Insurance Company (and affiliates) | Various executive positions | 1974–2009 | Served as member of the board of directors of Allstate Life Insurance Company; deep insurance/regulated industry operating experience |
| MasterMind Advisory Board | Lead Managing Director | Not disclosed | CEO advisory services; strategic advisory experience |
| Royal Neighbors of America | Director | Not disclosed | Fraternal life insurer board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Management Control International, Inc. | Senior Advisor | Current | Privately owned family asset management firm |
| Northwest Community Healthcare | Director | Current | Healthcare governance exposure |
| Society of Actuaries | Member | Current | Technical/actuarial association membership |
| Wintrust subsidiaries: Great Lakes Advisors; Wintrust Investments; Wintrust Private Trust Company | Director | Current | Oversight of WTFC wealth businesses |
| Executive Advisory Committees: First Insurance Funding; Wintrust Life Finance | Member | Current | Input on non-bank insurance/financing businesses |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Committees | Audit (Member); IT/IS (Member) |
| Financial Expert | Designated Audit Committee financial expert |
| Attendance | Each director attended >90% of Board/committee meetings in 2024 |
| Years on Board | Director since 2015 |
| Board Structure | Independent Chair; regular executive sessions; majority independent Board and fully independent committees (ex-Executive Committee) |
Fixed Compensation (Director)
Program structure (2024):
- Annual Board Fee Retainer: $160,000 per non-employee director
- Annual Committee Fee Retainer: $10,000 per committee (ex-Executive Committee)
- Committee Chair fee: $25,000 (Audit, Comp, Finance, IT/IS, Nominating, Risk); Board Chair fee $60,000
- Meeting fees: Only if >6 Board meetings or >5 committee meetings; $2,000 in-person, $1,500 telephonic/virtual per excess meeting
- Subsidiary board service is additionally compensated
2024 actual for Glabe:
| Component | Amount |
|---|---|
| Fees Earned or Paid (elected in stock) | $180,000 |
| All Other Compensation (breakdown) | $11,928 total, comprising $1,328 dividends on deferred units and $10,600 for service with five WTFC subsidiaries/divisions |
| Options/Stock Awards | $0 option awards; proxy shows no separate stock award line for directors (fees can be taken in stock) |
| Total | $191,928 |
Election and deferral mechanics:
- Directors may elect to receive fees in cash or WTFC common stock; Glabe elected stock ($180,000) in 2024
- Deferrals convert to deferred stock units (DSUs) with dividend-equivalent units; balances paid per election after Board retirement
Ownership guidelines and trading policies:
- Director ownership guideline: ≥4x retainer ($640,000 for 2024); all directors either meet or are on track within the 4-year window
- Prohibitions on hedging, short selling, and pledging WTFC stock
Performance Compensation (Director)
WTFC does not pay performance-based incentive compensation to non-employee directors; the program is retainer/fee-based, with optional equity settlement or deferral. No PSUs/option awards are disclosed for directors in 2024.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Glabe in WTFC’s 2025 proxy nominee biography |
| WTFC subsidiaries/divisions | Director at Great Lakes Advisors, Wintrust Investments, Wintrust Private Trust Company; Executive Advisory Committees for First Insurance Funding, Wintrust Life Finance |
| Compensation Committee interlocks/insider participation | Company disclosed none for 2024 |
Expertise & Qualifications
- Insurance/financial services operator: 35+ years at Allstate with executive experience in regulated businesses and risk management
- Audit and finance: Designated audit committee financial expert; financial literacy and oversight credentials
- Wealth/insurance adjacency: Ongoing roles with WTFC’s wealth and insurance financing subsidiaries
- Technology/cyber oversight exposure via IT/IS Committee membership
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Common) | 21,388 shares; <1% of outstanding |
| Deferred stock units (DSUs) | 1,906 Units as of 12/31/2024 |
| RSUs/Options | None disclosed for directors |
| Pledging/Hedging | Prohibited by company policy |
| Ownership guideline | 4x retainer = $640,000; all directors meet or are on track within 4 years |
Related-Party Exposure and Conflicts
- Policy/process: Joint Audit and Nominating Committee review/approval of any Related Person Transactions >$120,000 with market-terms requirement
- 2024–present: No Related Person Transactions identified other than ordinary-course banking/vendor relationships on market terms; no adverse features noted
- Subsidiary directorships: Company discloses added fees for subsidiary service; Glabe’s “All Other Compensation” includes $10,600 for multiple subsidiary/division roles (ordinary-course governance duties)
Additional Governance Signals
- Attendance: >90% for 2024 across Board/committees
- Independence: Board confirms Glabe’s independence
- Section 16 compliance: Company reports compliance for 2024; only one late filing noted for another director (not Glabe)
- Shareholder say-on-pay climate: 98% approval in 2024—supportive governance backdrop
Governance Assessment
Strengths:
- Independent director with audit financial expert designation; serves on Audit and IT/IS—critical risk oversight areas (accounting, cyber)
- Strong alignment: elected to take 100% of 2024 Board fees in WTFC stock; DSU participation compounds alignment via dividend equivalents
- Robust ownership/conduct guardrails: 4x retainer ownership guideline, prohibition on pledging/hedging/short selling
- High engagement: >90% attendance; active roles across WTFC wealth/insurance-related subsidiaries
Watch items:
- Multiple subsidiary roles generate additional fees (ordinary course per policy) which modestly increase “All Other Compensation”; monitor for time-commitment and potential perceived conflicts, though the proxy underscores market terms and oversight controls
- No public company external boards disclosed (limits interlocks risk but reduces external public board benchmarking exposure)
Overall, Glabe’s profile supports investor confidence in financial and cyber risk oversight, with clear independence, strong attendance, and fee-in-stock elections that increase alignment. No red flags were identified in Related Person Transactions or Section 16 compliance.