Timothy S. Crane
WINTRUST FINANCIALAbout Timothy S. Crane
Timothy S. Crane, 63, is President & CEO of Wintrust Financial Corporation (WTFC) and a director since January 2023; he became CEO on May 1, 2023 after joining WTFC in August 2008 and previously serving as President, EVP/Senior Market Head & Treasurer, and Corporate Treasurer . He spent 24 years at Harris Bankcorp/BMO and serves on the boards of the Metropolitan Family Services Millennium Park Foundation, the Bank Administration Institute, and as a Trustee of DePaul University; he is also an Advisory Director for WTFC’s key operating subsidiaries . WTFC delivered record net income of $695.0 million in 2024, up 11.6% year over year, and grew assets 15.3%, while five-year TSR reached $193.02 vs. peer $146.80 and Adjusted EPS was $14.81 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wintrust Financial Corporation | President & CEO; Director | CEO since May 1, 2023; Director since Jan 2023 | Led record 2024 earnings; Macatawa Bank acquisition; balanced risk and growth . |
| Wintrust Financial Corporation | President | Feb 2020 – Apr 2023 | Oversaw subsidiary banks, banking operations, treasury . |
| Wintrust Financial Corporation | EVP, Senior Market Head & Treasurer | Feb 2017 – Jan 2020 | Supervised banks and treasury; operational scale-up . |
| Wintrust Financial Corporation | Corporate Treasurer | Jan 2016 – Feb 2017 | Corporate treasury leadership . |
| Harris Bankcorp (BMO) | President | 24 years total | Large-bank operations, M&A, regulatory expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank Administration Institute | Board member | Current | Industry best practices; governance insights . |
| Metropolitan Family Services Millennium Park Foundation | Board member | Current | Community engagement and Chicago market relationships . |
| DePaul University | Trustee | Current | Talent pipeline; civic network . |
| Advisory Director for WTFC subsidiaries | Advisory director | Current | Deep operational visibility across banks and wealth units . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 606,000 | 965,533 | 1,089,231 |
| Annual Base (Committee-determined) ($) | — | 1,000,000 (2023 schedule) | 1,100,000 (Jan 2024 update) |
| All Other Compensation ($) | 28,547 | 33,853 | 38,220 |
| Total ($) | 2,186,534 | 4,893,480 | 6,082,951 |
Notes:
- Employee directors receive no additional Board fees; non-employee director compensation is separate .
Performance Compensation
| Component | Structure | 2024 Target | 2024 Actual |
|---|---|---|---|
| Short-Term Incentive (STIP) | 75% Company performance (consolidated pre-tax NI); 25% individual goals; payout cap 150% | 125% of base salary (CEO) | Company pre-tax NI achieved 104.6% of objective; portion paid at 102% of target; total payout 100.4% of target ($1,380,500) |
| Company Pre-tax NI Target ($) | Threshold/Low/Target/High bands set by Committee | Target $905.1m | Actual $947.1m |
| Long-Term Incentive (LTIP) Mix | 60% Performance RSUs (PSUs); 40% Time-based RSUs; 3-year performance/vesting, cap 150% | 325% of base salary (CEO target increased in 2024) | 2022-2024 cycle PSUs vested at 150% for both Adjusted EPS and Relative TSR; RSUs/time-based settled per plan |
| PSU Metrics & Targets | 30% Adjusted EPS (threshold 50%, target 100%, max 150%); 30% Relative TSR vs KRX (25th/50th/75th percentiles; capped at target if absolute TSR negative) | Committee viewed targets as challenging yet achievable | Achieved above max ($39.62 Adjusted EPS max; 97th percentile TSR) for 2022-2024; settlement on Feb 26, 2025 |
2024 Grant Detail (CEO):
- Performance RSUs: Threshold 10,842; Target 21,684; Maximum 32,526 shares .
- Time-based RSUs: 14,456 shares (3-year cliff vest) .
- Grant date fair values: $2,145,000 (PSUs) and $1,430,000 (RSUs) .
2022-2024 LTIP Value Delivered (CEO):
| Metric | Value |
|---|---|
| Performance RSUs settled (shares 6,588; $123.48 FMV on 2/26/2025) | $813,486 |
| Time-based RSUs settled (shares 2,929; $131.455 FMV on 1/27/2025) | $385,032 |
| Total | $1,198,518 |
Equity Ownership & Alignment
| Date | Common Stock Beneficially Owned (shares) | RSUs (vested/unvested) | Deferred/Other Shares (Units) | Total Ownership | Ownership % |
|---|---|---|---|---|---|
| Record Date 2024 | — | 32,226 | 29,633 | 61,859 | <1% |
| Record Date 2025 | 38,033 | 38,229 | — | 76,262 | <1% |
Policies and Alignment:
- Stock ownership guideline: CEO must hold at least 6x base salary; Committee determined executives met requirements as of Dec 31, 2024 .
- Prohibitions: No hedging, short selling, or pledging; applies to directors and insiders .
- No stock options outstanding for NEOs as of Dec 31, 2024 .
Vesting Schedules (key CEO items):
| Award | Shares | Vest/Settlement Timing |
|---|---|---|
| Time-based RSUs (2019–2021 cycle carryover) | 2,929 | Vested Jan 27, 2025 |
| Performance RSUs (2022–2024) | 6,588 (actual) | Settled Feb 26, 2025 |
| Time-based RSUs (2023 grant) | 12,248 | Vest Jan 26, 2026 |
| Performance RSUs (2023–2025 target) | 18,372 (target) | Earn at end of perf. period Dec 31, 2025 |
| Time-based RSUs (2024 grant) | 14,456 | Vest Jan 25, 2027 |
| Performance RSUs (2024–2026 target) | 21,684 (target) | Earn at end of perf. period Dec 31, 2026 |
Employment Terms
- Agreement term and renewal: CEO employment agreements auto-renew for successive three-year terms, unless notice of non-renewal is provided; term extends two years upon a change in control .
- Severance multiples: Upon death/disability, termination without cause, constructive termination, or qualifying termination after change in control, CEO receives 3x base salary + target cash bonus + target stock bonus; amounts quantified as $7,425,000 in each scenario as of Dec 31, 2024, subject to offsets (insurance) and benefit continuation .
- Equity acceleration: Double trigger applies after change in control; immediate vest of time-based RSUs; PSUs vest at greater of actual through termination or target (prorated if within first 12 months of performance period) .
- 280G Cutback: Payments for Mr. Crane subject to “best-net” cutback to avoid excess parachute payments unless greater than Reduced Payment .
- Benefits continuation: COBRA/health benefits continuing per plan (CEO specific terms) .
- Restrictive covenants: Non-compete and non-solicit; confidentiality applies for two years post-termination for Mr. Crane (three years for others) .
- Clawback: Dodd-Frank compliant clawback and SOX clawback apply to Mr. Crane and specified executives .
Board Governance (Crane as Director)
- Independence: Board majority independent; non-executive independent Chairman; Mr. Crane is not independent due to CEO role .
- Committee roles: Executive Committee member; other committees comprised of independent directors .
- Board attendance: In 2024 the Board met six times; each member attended >90% of meetings; all then-in-office directors attended the 2024 Annual Meeting .
- Director compensation: Employee directors (Crane) receive no additional Board compensation .
Compensation Peer Group & Say-on-Pay
- Peer group: 2024 and 2025 proxies detail national/Midwestern bank peers around similar asset size; refreshed periodically with Meridian’s advice .
- Say-on-Pay results: ~95% approval in 2023; ~98% approval at prior annual meeting referenced in 2025 proxy .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | 293 | 466 | 510 | 623 | 695 |
| Adjusted EPS ($) | 9.83 | 9.64 | 12.63 | 14.78 | 14.81 |
| Wintrust TSR (Initial $100) | 88.23 | 133.32 | 125.94 | 141.06 | 193.02 |
| Peer Group TSR (Initial $100) | 87.20 | 119.74 | 99.06 | 109.02 | 146.80 |
Strategic highlights under Crane’s leadership:
- Record net income, deposit and loan growth; continued low NPAs; dividend increase; and acquisition of Macatawa Bank expanding in west Michigan .
Related Party Transactions & Red Flags
- Related party transactions: None identified since Jan 1, 2024 (and none since Jan 1, 2023 in prior proxy); Regulation O compliance for insider credit .
- Risk controls: No hedging/pledging; no option repricing; double-trigger CIC; clawbacks in place .
Financial Performance Context (Revenue/EBITDA)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 432,922,000* | 486,456,000* |
| EBITDA ($) | n/a* | n/a* |
*Values retrieved from S&P Global via GetFinancials.
Investment Implications
- Pay-for-performance alignment is robust: CEO’s at-risk pay constitutes the majority of total compensation with clear metrics (pre-tax NI, Adjusted EPS, Relative TSR) and capped payouts; strong 2022–2024 PSU vesting at max indicates outperformance vs targets .
- Retention risk is moderate: Multi-year LTIP grants, stringent non-compete/non-solicit, and double-trigger CIC with 280G best-net cutback (no gross-up) for CEO reduce flight risk; however, sizable equity vestings create periodic settlement events, though hedging/pledging are prohibited, mitigating misalignment .
- Insider selling pressure: 2022–2024 LTIP and 2024 time-based RSU settlements resulted in share deliveries (e.g., $1.198m value realized for CEO); while this can create tax-driven sales, no options outstanding and prohibition on hedging/pledging limit adverse signals .
- Governance quality: Independent chair, majority-independent committees, >90% attendance, and sustained high say-on-pay approvals (~95–98%) support confidence in oversight and compensation discipline .
- Execution track record: Crane’s operations background and prior treasury role correlate with consistent growth and superior TSR vs peers, alongside conservative underwriting and low NPAs, favorable for long-term value creation .
Overall, Crane’s incentives are tightly linked to shareholder outcomes (EPS/TSR), retention protections are balanced with clawbacks and double-trigger requirements, and governance structures mitigate dual-role risks given the independent chair and committee composition .