Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive Transition
On January 26, 2023, the Board of Directors (the "Board") of Wintrust Financial
Corporation (the "Company") appointed Timothy S. Crane, currently the Company's
President, as Chief Executive Officer of the Company, effective May 1, 2023 (the
"Effective Date"). Also on January 26, 2023, the Board appointed Mr. Crane as a
director of the Company, effective immediately. Mr. Crane will succeed Edward J.
Wehmer, who will resign as Chief Executive Officer of the Company and assume the
position of Executive Chairman of the Board as of the Effective Date. Mr. Wehmer
has also agreed to serve as Founder and Senior Advisor from the Effective Date
through December 31, 2026, as further described below. H. Patrick Hackett, Jr.
will continue to serve as non-executive Chairman of the Board and will have the
additional title of Lead Independent Director as of the Effective Date.
Mr. Crane, age 61, joined the Company in 2008. Mr. Crane has served as the
Company's President since February 2020 and as the Company's Treasurer since
January 2016, overseeing the Company's subsidiary banks, banking operations, and
treasury business, including by serving as Chairman of the Company's two largest
bank subsidiaries, Lake Forest Bank & Trust and Wintrust Bank. Prior to joining
the Company, Mr. Crane served as President of Harris Bankcorp in Chicago where
he was employed for 24 years.
There are no arrangements or understandings between Mr. Crane and any other
persons, pursuant to which he was appointed as Chief Executive Officer or as a
director, no family relationships among any of the Company's directors or
executive officers and Mr. Crane, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Amendment and Restated Employment Agreement with Mr. Crane
In connection with this transition, the Company and Mr. Crane entered into an
Amended and Restated Employment Agreement, dated as of January 26, 2023 (the
"Crane Agreement"), which is largely based on his existing employment agreement,
but updated to reflect his new position, other administrative changes, and an
increase to the severance multiple applicable to his severance benefits.
Pursuant to the Crane Agreement, if the Company terminates Mr. Crane's
employment without cause or due to his permanent disability, or Mr. Crane's
employment terminates due to his death or a constructive termination, then Mr.
Crane will generally be entitled to the following severance benefits (in
addition to certain accrued benefits): (i) three (3) times (increased from two
(2) times) the sum of (A) Mr. Crane's base annual salary in effect at the time
of Mr. Crane's death or permanent disability plus (B) an amount equal to Mr.
Crane's target cash bonus for the year in which Mr. Crane's death or permanent
disability occurs and Mr. Crane's target stock bonus for the year in which Mr.
Crane's death or permanent disability occurs. Such amount shall be paid to Mr.
Crane ratably over a 36-month period beginning on the first payroll period
following such termination and on each payroll period thereafter during the
36-month period (or in the case of a termination of employment without cause or
constructive termination that occurs within 18 months following a change in
control or in the case of his death, in a lump sum within 30 days following the
termination date), generally reduced by any other income earned by Mr. Crane
during such 36-month period to an amount no less than $8,333.34 monthly; and
(ii) other than in the case of Mr. Crane's death, continued coverage at the
Company's expense under the Company's group health insurance plan for employees
in which Mr. Crane was participating immediately prior to the termination (to be
discontinued in the case of a termination without cause or a constructive
termination if Mr. Crane becomes earlier entitled to coverage under another
group health insurance plan or benefits under Medicare). Such severance benefits
are subject to Mr. Crane's execution and non-revocation of a release of claims
in favor of the Company (other than in the case of Mr. Crane's death) and, with
respect to cash amounts, are reduced (i) generally by any other income earned by
Mr. Crane during such 36-month period and (ii) to the extent payable in
connection with Mr. Crane's termination of employment due to his death or
permanent disability, by amounts paid under the Company's life insurance and
long-term disability benefit plans, respectively (but will not be reduced to
less than $8,333.34 monthly, except for in connection with a termination due to
Mr. Crane's death).
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The foregoing description of the terms and conditions of the Crane Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, reference to the full text of the Crane Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2023 Compensation Changes for Mr. Crane
The Compensation Committee of the Board (the "Committee") has approved certain
changes to Mr. Crane's compensation for 2023 as compared to 2022 to reflect his
new position. Specifically, the Committee approved increases in Mr. Crane's (i)
annual base salary from $610,000 to $1,000,000, (ii) target award under the
Company's Short-Term Incentive Program (the "STIP") from 80% of his annual base
salary to 125% of his annual base salary (resulting in a 2023 STIP target of
$1,250,000), and (iii) target award under the Company's 2022 Stock Incentive
Plan (the "LTIP") from 125% of his annual base salary to 275% of his annual base
salary (resulting in a 2023 LTIP target of $2,750,000).
Amended and Restated Employment Agreement with Mr. Wehmer
The Company and Mr. Wehmer entered into an Amended and Restated Employment
Agreement, dated as of January 26, 2023 (the "Wehmer Agreement"). The Wehmer
Agreement provides that, as of the Effective Date, Mr. Wehmer will assume the
position of Executive Chairman of the Board and will cease his service as Chief
Executive Officer of the Company. Mr. Wehmer's employment as Executive Chairman
will continue until May 23, 2024, after which Mr. Wehmer will continue the
position of Founder and Senior Advisor of the Company until December 31, 2026 or
any later date agreed to between the parties by mutual written consent (the
"Employment Period"), subject to earlier termination by either party. During the
Employment Period, Mr. Wehmer's initial annual base salary will be $450,000, and
he will continue to be eligible for the perquisites to which he was entitled as
Chief Executive Officer of the Company. However, he will not be eligible to
participate in the STIP or the LTIP or any successor plan, other than with
respect to a pro-rated payment of his 2023 award under the STIP for the period
beginning January 1, 2023 and ending April 30, 2023.
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Under the Wehmer Agreement, Mr. Wehmer will receive a one-time cash award of
. . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 26, 2023, the Board amended the Company's Amended and Restated
By-Laws, effective immediately. The amendment increases the size of the Board
from thirteen (13) to fourteen (14) directors. The Company's Amended and
Restated By-Laws, as amended, are attached hereto as Exhibit 3.2 and are
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 30, 2023, the Company issued a press release announcing the
appointment of Mr. Crane as Chief Executive Officer among certain other matters
described above. The press release is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.2 Amended and Restated By-Laws of Wintrust Financial Corporation,
Adopted Effective January 26, 2023
10.1 Amended and Restated Employment Agreement, dated as of January 26,
2023, by and between Wintrust Financial Corporation and Timothy S.
Crane
10.2 Amended and Restated Employment Agreement, dated as of January 26,
2023, by and between Wintrust Financial Corporation and Edward J.
Wehmer
99.1 Press Release of Wintrust Financial Corporation, dated as of January
30, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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