Peter D. Crist
WINTRUST FINANCIALAbout Peter D. Crist
Independent director (age 73) serving on Wintrust Financial Corporation’s board since 1996; previously served as Chairman of the Board (2008–2017). Founder, Chairman and CEO of Crist/Kolder Associates (executive search), with prior leadership roles at Korn/Ferry International and Russell Reynolds Associates. Currently chairs WTFC’s Nominating & Corporate Governance Committee and serves on Compensation, Finance, and Executive Committees; director of Hinsdale Bank (subsidiary) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wintrust Financial Corporation | Chairman of the Board | 2008–2017 | Led board oversight during growth period |
| Crist/Kolder Associates | Founder, Chairman & CEO | 2003–present | CEO succession and director search expertise |
| Korn/Ferry International | Vice Chairman | Dec 1999–Jan 2003 | Senior leadership at global search firm |
| Crist Partners, Ltd. | President (founded, later sold to Korn/Ferry) | 1995–1999 | Built and exited executive search firm |
| Russell Reynolds Associates | Co-Head North America, MD Chicago | ~18 years (prior to 1995) | Managed largest Midwest executive search office |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Memorial Hospital | Director; Chair of Nominating & Corporate Governance | Current | Governance leadership at major healthcare institution |
Board Governance
- Committee assignments: Nominating & Corporate Governance (Chair); Compensation (Member); Finance (Member); Executive (Member); subsidiary directorship at Hinsdale Bank .
- Independence: Board determined Crist is independent under Nasdaq standards (all directors except CEO Crane and Founder/Advisor Wehmer are independent) .
- Attendance: Board met 6 times in 2024; each director attended >90% of Board and committee meetings; all directors attended 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors at each Board and committee meeting .
- Governance practices: Majority vote standard; independent Chairman; prohibition on hedging/short selling/pledging by directors; director stock ownership guidelines in place .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Fee Retainer | $160,000 | Standard non-employee director retainer |
| Annual Committee Fee Retainer | $20,000 | $10,000 per committee (Compensation, Finance); Executive Committee excluded from retainer |
| Committee Chair Fee | $25,000 | Nominating Committee Chair stipend |
| Fees Earned (reported) | $217,000 | Crist elected to receive all director fees in Common Stock |
| Subsidiary board fees | $6,900 | Included in “All Other Compensation” for service on a subsidiary board |
| Dividends on deferred Units | $124,467 | Included in “All Other Compensation” |
| All Other Compensation (total) | $131,367 | Dividends + subsidiary fees |
- Director compensation program mechanics: Directors may elect to receive fees in cash or Common Stock; deferrals into Units accrue dividend-equivalent Units; cash deferrals accrue interest at the 91-day T-Bill discount rate, adjusted quarterly .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | No director stock awards in 2024 (fees are retainer-based) |
| Option awards | $0 | None granted to directors in 2024 |
| Performance metrics | Not applicable | Director pay is fixed retainer-based; no disclosed KPIs or PSU metrics for directors |
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions |
|---|---|---|---|
| Hinsdale Bank | WTFC subsidiary | Director | — |
| Northwestern Memorial Hospital | Non-profit | Director | Chair, Nominating & Corporate Governance |
- Compensation Committee interlocks: None in FY2024; no insider participation .
- Director compensation benchmarking: Nominating Committee reviewed non-employee director pay using peer data from Meridian; Annual Board Fee Retainer increased to $160,000 effective Jan 1, 2024; added $10,000 Annual Committee Fee Retainer; eliminated most meeting fees (kept only above-threshold attendance fees) .
Expertise & Qualifications
- CEO/board search specialist with decades in executive recruitment; deep network relevant to succession planning and talent attraction .
- Prior WTFC board chair experience; strong governance orientation (current chair of WTFC Nominating; chair of Nominating & Governance at Northwestern Memorial Hospital) .
- Banking subsidiary board experience (Hinsdale Bank) offers visibility into operations .
Equity Ownership
| Ownership Category (Record Date: Mar 24, 2025) | Amount | % of Shares Outstanding |
|---|---|---|
| Common Stock beneficially owned | 0 | <1% |
| Deferred Shares (Units) | 71,273 | <1% |
| Total ownership (incl. deferred/RSUs as defined) | 71,273 | <1% |
- Stock ownership guidelines: Non-employee directors must hold at least 4x Annual Board Fee Retainer; for 2024, $640,000; all non-employee directors either meet or are expected to meet within required timeframe .
- Hedging/short selling/pledging: Prohibited for directors and insiders .
- Shares pledged as collateral: Prohibited by policy .
Governance Assessment
- Alignment signals: Crist elected to receive all director fees in stock ($217,000), and holds substantial deferred Units (71,273), enhancing equity alignment with shareholders .
- Independence and attendance: Independent under Nasdaq rules and >90% attendance across Board/committee meetings in 2024; robust executive sessions bolster oversight quality .
- Committee influence: As Nominating Chair and Compensation Committee member, Crist shapes board composition and pay frameworks; director pay decisions referenced independent benchmarking by Meridian, reducing conflict risk .
- Related-party/transactions: Company discloses routine ordinary-course relationships (e.g., directors as bank customers) on market terms, with no identified related person transactions >$120,000 since Jan 1, 2024 beyond general categories; oversight by Audit and Nominating Committees .
- Risk indicators: No compensation committee interlocks; strong say-on-pay support (~98% approval) indicates shareholder confidence in compensation governance (executive program) .
- Potential red flag (monitoring): Crist’s leadership of an executive search firm could present perceived conflicts if engaged by WTFC; no such related-party engagement disclosed, but continued committee oversight and related-party review mitigate risk .
Overall, Crist’s long tenure, governance leadership, and equity-aligned fee elections support board effectiveness; independence, attendance, and lack of disclosed related-party transactions or interlocks underpin investor confidence, with vigilance warranted around any future engagements involving his search firm .