¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under § 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect the 12 nominees for director named in this Proxy Statement to hold office until the 2020 Annual Meeting of Shareholders or until a successor has been elected and qualified;
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2.
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To approve, on an advisory (non-binding) basis, the Company’s executive compensation as described in this Proxy Statement;
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3.
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To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year 2019; and
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4.
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To transact such other business as may properly come before the meeting and any adjournment thereof.
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By order of the Board of Directors,
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Kathleen M. Boege
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Corporate Secretary
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•
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attending the Annual Meeting and voting by ballot;
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•
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using your telephone, according to the instructions on the Notice or proxy card;
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•
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visiting www.voteproxy.com and then following the instructions on the screen; or
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•
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signing, dating and mailing in your proxy card which may be obtained by calling 888-proxyna (888-776-9962) or by emailing info@astfinancial.com.
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voting in person by ballot at the Annual Meeting;
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•
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returning a later-dated proxy card;
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entering a new vote by telephone or on the Internet (prior to 11:59 p.m. Eastern Time on May 22, 2019); or
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•
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delivering written notice of revocation to the Company’s Corporate Secretary by mail at 9700 West Higgins Road, Suite 800, Rosemont, Illinois 60018.
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FOR the election of each of the 12 Director nominees named in this Proxy Statement;
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FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement; and
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•
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FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
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FOR the election of each of the 12 Director nominees named in this Proxy Statement;
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FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement; and
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•
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FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
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the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2019.
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Annual election of Directors.
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Independent Chairman of the Board.
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•
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Independent Board.
Our Board is comprised of all independent Directors, except our CEO.
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•
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Majority vote standard for election of our Directors.
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•
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Independent Board committees.
Each of our committees (other than the Executive Committee) is made up entirely of independent Directors. Each standing committee operates under a written charter that has been approved by the respective committee, the Nominating and Corporate Governance Committee (the "Nominating Committee") and the Board.
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•
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Regular executive sessions of independent Directors.
At each meeting of the Board and each of its Committees, the Directors meet without management present in regularly scheduled executive sessions of independent Directors.
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•
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Regular Board self-evaluation process.
The Board and each committee evaluate its performance on an annual basis.
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Service by the majority of our Directors on the boards of our subsidiary banks or other operating subsidiaries.
We believe this dual service gives our Directors a robust view into our operations and performance.
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•
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Limitation on other outside board service.
We limit our Directors to serve on no more than four other public company boards.
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•
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Retirement Age.
We have a policy that we will not nominate a candidate for Director if he or she has attained the age of 76 before the election.
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Robust code of ethics.
Our corporate code of ethics applies to all of our employees, including our Directors and executive officers. We also have an additional code of ethics applicable to our senior financial officers.
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Robust role for the Board in risk oversight.
Our Board and its committees play an active and ongoing role in the management of the risks of our business.
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Stock ownership guidelines for Directors and named executive officers.
Our Directors and named executive officers each must maintain a significant ownership of our Common Stock in order to increase alignment of their interests with those of our shareholders.
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•
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Prohibition on hedging, short selling and pledging.
Our Directors and executive officers are prohibited from engaging in selling short our Common Stock, engaging in hedging or offsetting transactions regarding our Common Stock or pledging our Common Stock.
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•
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No shareholder rights plan (poison pill).
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Board of Directors
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Nominating
and
Corporate
Governance Committee
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Audit
Committee
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Compensation
Committee
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Risk
Management
Committee
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Finance
Committee
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Information Technology/Information Security Committee
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Executive Committee
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Peter D. Crist
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Chair
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Member
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Member
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Member
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Bruce K. Crowther
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Chair
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Member
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Member
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Member
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William J. Doyle
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Member
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Member
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Member
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Zed S. Francis III*
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Member
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Member
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Marla F. Glabe
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Member
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Member
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Member
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H. Patrick Hackett, Jr. (Chair)
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Member
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Member
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Chair
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Scott K. Heitmann
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Member
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Chair
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Member
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Member
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Christopher J. Perry
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Member
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Chair
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Member
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Ingrid S. Stafford
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Chair
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Member
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Member
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Member
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Gary D. Sweeney
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Member
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Member
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Member
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Sheila G. Talton*
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Member
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Chair
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Member
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Edward J. Wehmer
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Member
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Board of Directors
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Nominating and Corporate Governance Committee
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Audit Committee
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Compensation Committee
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Risk Management Committee
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Finance Committee
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Information Technology/Information Security Committee
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Executive Committee
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Peter D. Crist
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Chair
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Member
|
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Member
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Member
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Bruce K. Crowther
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Chair
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Member
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Member
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Member
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William J. Doyle
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Member
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Member
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Member
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Marla F. Glabe
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Member
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Member
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Member
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H. Patrick Hackett, Jr. (Chair)
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Member
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Member
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Chair
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Scott K. Heitmann
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Member
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Chair
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Member
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Member
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Deborah L. Hall Lefevre*
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Chair
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Member
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Christopher J. Perry
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Member
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Chair
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Member
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Ingrid S. Stafford
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Chair
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Member
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Member
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Member
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Gary D. Sweeney
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Member
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Member
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Member
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Karin Gustafson Teglia*
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Vice Chair
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Member
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Member
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Edward J. Wehmer
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Member
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•
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determining criteria for the selection and qualification of the members of the Board and reviewing with the Board the appropriate skills and characteristics required of the Board members;
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•
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identifying, evaluating and recommending candidates to fill positions on the Board;
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•
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seeking out possible candidates and otherwise aid in attracting highly qualified candidates to serve on the Board and coordinating with the CEO to the extent the Nominating Committee deems appropriate;
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•
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evaluating the independence of each member of the Board and establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director;
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•
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considering any resignation submitted by a Director who has experienced a significant change to his or her personal circumstances;
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•
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reviewing the corporate governance guidelines and code of ethics and recommending modifications thereto to the Board;
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•
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advising the Board with respect to the size, composition and individual members of the various committees of the Board and the functions of the Board and its committees;
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•
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establishing and implementing self-evaluation procedures for the Board and its committees;
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•
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assessing and reviewing with management the overall effectiveness of the organization of the Board and the conduct of its business and making appropriate recommendations to the Board with regard thereto;
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•
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reviewing shareholder proposals submitted for business to be conducted at an annual meeting;
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•
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in consultation with the Audit Committee, reviewing related-party transactions;
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•
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reviewing annually Director compensation and recommending modifications thereto to the Board;
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•
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reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board;
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•
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considering from time to time the overall relationship of the Board and management;
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•
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reviewing and assessing annually the adequacy of the Executive Committee Charter and, if appropriate, recommending changes to the Board for approval; and
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•
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reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval.
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•
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be directly responsible for the appointment, termination, compensation and oversight of the work of the independent auditors, including an assessment of the qualifications and independence of the independent auditors;
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•
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reviewing the adequacy and effectiveness of the Company’s disclosure controls and procedures and
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•
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discussing with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;
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•
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overseeing the Company’s internal audit function;
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•
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reviewing with management and the independent auditors, the financial statements, footnotes and related disclosures to be included in the Company’s Annual Report on Form 10-K and quarterly reports on Form 10-Q;
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•
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reviewing results of quarterly interim financial statements and the financial disclosure in the Company’s earnings press releases, registration statements, or current reports;
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•
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in consultation with the Nominating Committee, reviewing related-party transactions;
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•
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reviewing the status of the Company’s Information Security Program, including updates to risk assessments, results of audit testing and details of any security breaches or violations, as well as any changes to the program;
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•
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monitoring and discussing with management and the internal auditors, as it deems appropriate, the Company’s risk assessment and risk management policies;
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•
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reviewing the status and results of regulatory examinations;
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•
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reviewing compliance with the Codes and insider trading policy;
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•
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reviewing and assessing annually the adequacy of the Audit Committee Charter and, if appropriate, recommending changes to the Board for approval.
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•
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must be financially literate;
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•
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must not have received any consulting, advisory, or other compensatory fees from the Company (other than in his or her capacity as a Director);
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•
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must not be the Company's affiliate or the affiliate of any of the Company's subsidiaries; and
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•
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must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.
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•
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establishing, in consultation with senior management, the Company’s overall compensation philosophy and overseeing the development and implementation of compensation programs and policies;
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•
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reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other senior management, evaluating the performance of the CEO and other senior management in light of those goals and objectives, and, either as a committee or together with the other independent members of the Board, setting the CEO’s and other senior management’s compensation levels based on this evaluation;
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•
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reviewing and approving in advance employment agreements, salary levels, salary increases and bonuses for executive and senior officers of the Company and, if appropriate, senior officers of its subsidiaries, including salaries and awards to newly hired executives and senior officers of the Company;
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•
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reviewing the Company's compensation programs to assess the extent to which such practices encourage risk-taking (including compliance with the Company’s Volcker Rule Compliance Policy) or earnings manipulation, and taking any appropriate remedial actions;
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•
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administering the Company's stock option and employee stock purchase programs;
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•
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reviewing and recommending for Board approval additional executive compensation and employee benefit programs;
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•
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reviewing with the CEO senior management promotions and employment of senior management candidates;
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•
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conferring with the CEO and other senior management regarding succession planning for senior executive officers and making any such recommendations to the Board;
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•
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reviewing and approving changes to be made to severance programs and forms of employment agreements and change-in-control agreements;
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•
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pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee Director compensation;
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•
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reviewing the results of any advisory shareholder votes on executive compensation (say-on-pay votes), and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;
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•
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recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding the frequency of such votes;
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•
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developing and implementing policies with respect to the recovery or “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data; and
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•
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reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval.
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•
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reviewing and approving the Enterprise Risk Management Policy;
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•
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reviewing and approving the Risk Appetite Statement;
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•
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reviewing summary reports regarding the Company’s risk profile relative to the Risk Appetite Statement and associated metrics and risk tolerances;
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•
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reviewing the Company’s independent loan review plan and loan review results;
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•
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reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of credit, liquidity, interest rates and other market risks, operational risk, vendors, and financial models;
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•
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reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of information technology & information security, in cooperation with the IT/IS Committee;
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•
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reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of legal & regulatory compliance, in cooperation with the Audit Committee of the Board;
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•
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reviewing the Company’s capital position including the Company’s annual capital planning and stress testing processes and results in cooperation with the Finance Committee of the Board;
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•
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reviewing and approving additional policies as may be assigned to the Committee pursuant to the Company’s Enterprise Risk Management Policy, subject to the Board’s reservation of its authority to review and approve any such policies;
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•
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meeting periodically with the Chief Risk Officer in separate executive sessions and discussing, among other items, the corporate risk management function’s independent responsibilities, budget and staffing;
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•
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coordinating with other committees of the Board and management committees as appropriate concerning risk management issues within the other committees’ respective areas of responsibility;
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•
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reviewing reports on special or emerging risk topics as deemed appropriate; and
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•
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reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Risk Management Committee Charter to the Board for approval.
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•
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reviewing the capital plan and cash position of the Company, and providing advice and guidance on the sources and uses of capital and expected returns on capital deployed;
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•
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reviewing and approving key strategic initiatives to determine if they are aligned with the Risk Appetite Statement;
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•
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reviewing and approving capital policies including the Capital Plan, the Capital Adequacy and Planning Policy and the Capital Contingency Plan;
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•
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reviewing and approving results of capital and earnings business plan, annual budget and forecasts;
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•
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reviewing and approving components of the capital stress testing process including stress test results;
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•
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reviewing holding company/intercompany capital actions, linking to current and forecasted capital levels;
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•
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reviewing and approving action plans to remediate gaps identified in the capital management process;
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•
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reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow;
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•
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reviewing and making recommendations with respect to any share repurchase programs and dividend policy;
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•
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reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries;
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•
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reviewing and making recommendations with respect to private equity and other strategic investments;
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•
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reviewing and making recommendations with respect to issuing equity and debt securities;
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•
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providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and
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•
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reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval.
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•
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reviewing and approving the Company’s information technology strategic plan and planning process;
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•
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assessing the likelihood, frequency and severity of cyber attacks and data breaches;
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•
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reviewing and approving the development and implementation of the Company’s information technology and information security programs and policies in context of the Company's risk profile;
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•
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reviewing the scope and effectiveness of the Company’s material information technology and information security infrastructure, including strategies for the design, development, implementation and maintenance of new technologies and systems;
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•
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reviewing the strategies and measures taken by the Company to identify, assess, monitor, control and mitigate its risks in the areas of information technology and information security;
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•
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reviewing and approving the data management strategy for the Company;
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•
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overseeing any independent third-party assessments of the Company's information technology and information security programs and policies and data management strategy;
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•
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reviewing the effectiveness of business continuity/disaster recovery following cyber attacks, including adequate insurance coverage and incident response plans and testing; and
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•
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reviewing annually the adequacy of the IT/IS Committee Charter and, if appropriate, recommending changes to the charter to the Board for approval.
|
(a)
Name
|
(b)
Fees Earned or Paid in Cash ($)(1) |
|
(c)
Stock Awards ($) |
|
(d)
Option Awards ($) |
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(f)
All Other Compensation ($)(2) |
|
(g)
Total ($) |
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Peter D. Crist
|
127,000
|
|
—
|
|
—
|
|
—
|
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43,961
|
|
170,961
|
|
Bruce K. Crowther
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125,500
|
|
—
|
|
—
|
|
—
|
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31,641
|
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157,141
|
|
William J. Doyle
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102,000
|
|
—
|
|
—
|
|
—
|
|
1,286
|
|
103,286
|
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Zed S. Francis III
|
93,800
|
|
—
|
|
—
|
|
—
|
|
10,553
|
|
104,353
|
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Marla F. Glabe
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102,100
|
|
—
|
|
—
|
|
—
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|
16,200
|
|
118,300
|
|
H. Patrick Hackett, Jr.
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150,100
|
|
—
|
|
—
|
|
—
|
|
2,100
|
|
152,200
|
|
Scott K. Heitmann
|
127,100
|
|
—
|
|
—
|
|
—
|
|
31,857
|
|
158,957
|
|
Christopher J. Perry
|
113,600
|
|
—
|
|
—
|
|
—
|
|
15,802
|
|
129,402
|
|
Ingrid S. Stafford
|
127,100
|
|
—
|
|
—
|
|
—
|
|
26,121
|
|
153,221
|
|
Gary D. "Joe" Sweeney
|
105,200
|
|
—
|
|
—
|
|
—
|
|
13,100
|
|
118,300
|
|
Sheila G. Talton
|
111,900
|
|
—
|
|
—
|
|
—
|
|
920
|
|
112,820
|
|
(1)
|
Represents fees for services as non-employee Directors of the Company. During 2018, certain Directors elected to receive fees in Common Stock, in lieu of cash payments, as follows:
|
Name
|
Fees Earned in Common Stock ($)
|
Peter D. Crist
|
127,000
|
Bruce K. Crowther
|
100,000
|
William J. Doyle
|
102,000
|
Zed S. Francis III
|
93,800
|
Marla F. Glabe
|
102,100
|
Scott K. Heitmann
|
40,000
|
Christopher J. Perry
|
113,600
|
Ingrid S. Stafford
|
50,000
|
Sheila G. Talton
|
20,000
|
(2)
|
Includes fees paid in cash and stock, both currently paid and deferred, for services as directors of the Company’s subsidiaries. Also includes dividends earned on fees deferred as described above. Directors with $10,000 or more in "All Other Compensation" for the fiscal year ended December 31, 2018 were: Mr. Crist ($35,811 in dividends earned and $8,150 in fees for service as a director of one of the Company’s subsidiaries); Mr. Crowther ($23,616 in dividends earned and $8,025 in fees for service as a director of one of the Company’s subsidiaries); Mr. Francis ($353 in dividends earned and $10,200 in fees for service as a director of one of the Company’s subsidiaries); Ms. Glabe ($400 in dividends earned and $15,800 in fees for service as a director or member of the executive advisory committee of five of the Company’s subsidiaries or divisions); Mr. Heitmann ($6,607 in dividends earned and $25,250 in fees for service as a director of four of the Company’s subsidiaries); Mr. Perry ($15,802 in dividends earned); Ms. Stafford ($8,771 in dividends earned and $17,350 in fees for service as a director of one of the Company’s subsidiaries); and Mr. Sweeney ($13,100 in fees for service as a director of one of the Company’s subsidiaries).
|
|
Amount of Common Shares Beneficially Owned (1)
|
Restricted Stock Units (1)
|
Options & Warrants Exercisable Within 60 Days (1)
|
Total Amount of Beneficial Ownership (1)
|
Total Percentage Ownership (1)
|
|||||
Directors
|
|
|
|
|
|
|
||||
Peter D. Crist
|
48,374
|
|
—
|
|
—
|
|
48,374
|
|
*
|
|
Bruce K. Crowther
|
32,623
|
|
—
|
|
—
|
|
32,623
|
|
*
|
|
William J. Doyle
|
2,578
|
|
—
|
|
—
|
|
2,578
|
|
*
|
|
Zed S. Francis III
|
14,187
|
|
—
|
|
—
|
|
14,187
|
|
*
|
|
Marla F. Glabe
|
7,068
|
|
—
|
|
—
|
|
7,068
|
|
*
|
|
H. Patrick Hackett, Jr.
|
33,862
|
|
—
|
|
—
|
|
33,862
|
|
*
|
|
Scott K. Heitmann
|
18,862
|
|
—
|
|
—
|
|
18,862
|
|
*
|
|
Christopher J. Perry
|
57,489
|
|
—
|
|
—
|
|
57,489
|
|
*
|
|
Ingrid S. Stafford
|
21,023
|
|
—
|
|
—
|
|
21,023
|
|
*
|
|
Gary D. "Joe" Sweeney
|
3,645
|
|
—
|
|
—
|
|
3,645
|
|
*
|
|
Sheila G. Talton
|
6,048
|
|
—
|
|
—
|
|
6,048
|
|
*
|
|
Edward J. Wehmer**
|
134,859
|
|
53,838
|
|
29,173
|
|
217,870
|
|
*
|
|
Director Nominees not currently serving
|
|
|
|
|
|
|
||||
Deborah L. Hall Lefevre
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Karin Gustafson Teglia
|
310
|
|
—
|
|
—
|
|
310
|
|
*
|
|
Named Executive Officers
|
|
|
|
|
|
|
||||
David A. Dykstra
|
146,871
|
|
37,450
|
|
16,790
|
|
201,111
|
|
*
|
|
Richard B. Murphy
|
32,139
|
|
—
|
|
3,778
|
|
35,917
|
|
*
|
|
Timothy S. Crane
|
18,674
|
|
407
|
|
23,641
|
|
42,722
|
|
*
|
|
David L. Stoehr
|
10,127
|
|
—
|
|
2,829
|
|
12,956
|
|
*
|
|
Total Directors & Executive Officers (21 persons)
|
670,284
|
|
91,899
|
|
134,105
|
|
896,288
|
|
1.58
|
%
|
Total Continuing Directors & Executive Officers (21 persons)
|
650,359
|
|
91,899
|
|
134,105
|
|
876,363
|
|
1.54
|
%
|
Significant Shareholders
|
|
|
|
|
|
|
|
|||
BlackRock, Inc. (2)
|
5,672,377
|
|
—
|
|
—
|
|
5,672,377
|
|
10.0
|
%
|
The Vanguard Group, Inc. (3)
|
5,289,842
|
|
—
|
|
—
|
|
5,289,842
|
|
9.38
|
%
|
*
|
Less than 1%.
|
**
|
Mr. Wehmer is also a named executive officer.
|
(1)
|
Beneficial ownership and percentages are calculated in accordance with SEC Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).
|
(2)
|
Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. ("BlackRock") with the SEC on March 8, 2019 reporting beneficial ownership as of February 28, 2019. According to this report,
|
(3)
|
Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 11, 2019 reporting beneficial ownership as of December 31, 2018. According to this report, Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has indicated that it holds shares of our Common Stock together with certain of its subsidiaries. Vanguard has sole voting power with respect to 26,729 of these shares, shared voting power with respect to 5,870 of these shares, sole dispositive power with respect to 5,262,559 shares and shared dispositive power with respect to 27,283 of these shares.
|
•
|
the size of the transaction and the amount of consideration payable to a related person;
|
•
|
the nature of the interest of the applicable executive officer, Director or 5% shareholder in the transaction;
|
•
|
whether the transaction may involve a conflict of interest;
|
•
|
whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties; and
|
•
|
whether the proposed transaction is on terms and made under circumstances that are at least as favorable to us as would be available in comparable transactions with or involving unaffiliated third parties.
|
Name
|
Age
|
Director Since
|
Committees
|
Subsidiaries/Divisions
|
Peter D. Crist
|
67
|
1996
|
Nominating
Compensation
Finance
Executive
|
Hinsdale Bank
|
Bruce K. Crowther
|
67
|
1998
|
Compensation
Finance
IT/IS
Executive
|
Barrington Bank
|
William J. Doyle
|
68
|
2017
|
Nominating
Compensation
Finance
|
—
|
Marla F. Glabe
|
65
|
2015
|
Nominating
Audit
Risk Management
|
Great Lakes Advisors
Wintrust Investments
The Chicago Trust Company
FIRST Insurance Funding
Wintrust Life Finance
|
H. Patrick Hackett, Jr., Chairman of the Board
|
67
|
2008
|
Nominating
Finance
Executive
|
Wintrust Bank
(Advisory Director)
|
Scott K. Heitmann
|
70
|
2008
|
Audit
Risk Management
IT/IS
Executive
|
Great Lakes Advisors
Wintrust Investments
The Chicago Trust Company
Wintrust Bank
|
Deborah L. Hall Lefevre
|
51
|
—
|
IT/IS
Executive
|
—
|
Christopher J. Perry
|
63
|
2009
|
Risk Management
Finance
Executive
|
—
|
Ingrid S. Stafford
|
65
|
1998
|
Audit
Risk Management
IT/IS
Executive
|
Wintrust Bank
|
Gary D. "Joe" Sweeney
|
61
|
2015
|
Nominating
Audit
Compensation
|
Town Bank
|
Karin Gustafson Teglia
|
51
|
—
|
Audit
IT/IS
Risk Management
|
Hinsdale Bank
Tricom
|
Edward J. Wehmer
|
65
|
1996
|
Executive
|
Shared officer of each subsidiary
|
Named Executive Officer
|
Title/Role
|
Edward J. Wehmer
|
President and Chief Executive Officer
|
David A. Dykstra
|
Senior Executive Vice President and Chief Operating Officer
|
Richard B. Murphy
|
Executive Vice President and Chief Credit Officer
|
Timothy S. Crane
|
Executive Vice President, Treasurer and Senior Market Head
|
David L. Stoehr
|
Executive Vice President and Chief Financial Officer
|
•
|
Generated highest reported net income in the history of the Company ($343.2 million, up 33% from $257.7 million in 2017);
|
•
|
Increased deposits by 13% to $26.1 billion (a $2.9 billion increase from $23.2 billion in 2017);
|
•
|
Increased loan portfolio (excluding loans held for sale) by 10% to $23.8 billion, the highest reported level in the history of the Company;
|
•
|
Increased total assets to $31.2 billion;
|
•
|
Reduced total non-performing assets as a percentage of total assets to 0.44%, down from 0.47% at the end of 2017;
|
•
|
Increased number of banking offices to 167, compared to 157 in 2017, and planned for future organic growth;
|
•
|
Continued strong capital ratios;
|
•
|
Increased quarterly Common Stock dividend to $0.19 per share, resulting in total dividends of $42.8 million paid in 2018 to eligible holders of Common Stock; and
|
•
|
Increased reported earnings per diluted share of Common Stock to $5.86 per share, up from $4.40 per share in fiscal year 2017.
|
|
What We Do
|
|
What We Don’t Do
|
þ
|
We Pay for Performance
: The majority of executive pay is not guaranteed. Our CEO and NEOs on average have approximately 75% and 58%, respectively, of their target total direct compensation tied to Company performance.
|
ý
|
No Hedging or Short Selling:
Our NEOs are prohibited from engaging in short selling of our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.
|
þ
|
We Align Our Long-Term Incentives With Performance
: 100% of our long-term incentive awards vest based on three-year Company performance.
|
ý
|
No Pledging
: Our NEOs are prohibited from pledging our securities.
|
þ
|
We Set Stretch Goals
: Our performance hurdles are designed to require stretch individual performance along with superior returns in order to receive commensurate payout.
|
ý
|
No Excessive Expenditures or Perquisites:
We have adopted a policy designed to prevent any excessive or luxury expenditures and maintain modest perquisites.
|
þ
|
We Have a Clawback Policy:
In the event of a material negative restatement, we can claw back any payments made which were predicated on achieving certain financial results.
|
ý
|
No Undue Risk:
We discourage excessive risk taking by having a balanced portfolio of short- and long-term incentive performance measures and a cap on final payouts.
|
þ
|
We Require Stock Ownership:
We have robust ownership guidelines. Our CEO is required to hold Common Stock with a value equal to a multiple of six times base salary and our other NEOs are between one and three times base salary.
|
ý
|
No Repricing Underwater Options:
Our stock incentive plan does not permit repricing or the exchange of underwater stock options without shareholder approval.
|
þ
|
We Utilize Independent Compensation Expertise
: The Compensation Committee has retained Meridian, an independent compensation consultant, to advise on the executive compensation program and practices, including annual assessments of the Company's peer group.
|
ý
|
No CIC Payment Absent a Double Trigger:
Payments under our employment agreements and our long-term incentive programs generally require two events for vesting - both a change in control and a qualifying termination of employment
.
|
•
|
Attract first-rate entrepreneurial talent that reflects our structure
. Our organizational design and structure are a significant part of our value proposition. Consequently, we need to hire leaders who will thrive within our structure, are able to operate well within a matrixed organizational structure which allows the capacity to act in equal measure autonomously at times and in collaboration at times, while driving growth and managing risk.
|
•
|
Focus on performance-based compensation
. Our compensation program is designed to support performance and achievement at every level of the organization, from the individual to the bank, subsidiary, and Company. It also drives performance across both short-term and long-term horizons.
|
•
|
A significant portion of total compensation should be in the form of long-term incentives
. Our compensation program includes incentives designed to align management and shareholder interests over a multi-year performance period. This longer-term horizon also helps promote retention and therefore business continuity.
|
•
|
Long-term incentive compensation should balance growth and risk.
Our longer term rewards are structured to help mitigate excessive risk-taking since leaders are rewarded for creating lasting value for the Company and its shareholders.
|
•
|
Long-term incentive compensation should be highly correlated with returns
. The prescribed performance goals under our long-term incentive compensation program are designed to be challenging and
|
•
|
Compensation levels should be competitive to ensure that we attract and retain a highly qualified management team to lead and grow our Company
. The successful operation of our Company requires an experienced and talented management team. We hire for both the current and anticipated future needs of the organization, so executives must be able to effectively lead the organization now, and also meet future needs of a growing organization. To do this, our compensation program must be competitive with those of our peer firms to attract and retain talent that is capable of scaling for the future.
|
•
|
Compensation opportunities should be commensurate with an executive’s roles and responsibilities
. Our organization values talented executives who perform comprehensively, both within their specific roles as well as taking on more leadership responsibilities. Consequently our compensation program seeks to recognize and reward our executives who are most responsible for the performance of the Company and who engage in broader duties than their job titles may imply.
|
•
|
Compensation for NEOs should be fair and perceived as such, both internally and externally.
We measure the appropriateness of our compensation offerings by comparing them both internally and externally to peer group benchmarks. Shareholders are best served when we can attract and retain talented executives with compensation packages that are competitive but fair.
|
National Holding Company Peer Group
|
||
People’s United Financial, Inc.
|
East West Bancorp
|
BOK Financial Corporation
|
Synovus Financial Corp.
|
Cullen/Frost Bankers, Inc.
|
First Horizon National Corporation
|
Webster Financial Corporation
|
BankUnited
|
Hancock Holding Company
|
F.N.B. Corporation
|
Texas Capital Bancshares, Inc.
|
IBERIABANK Corporation
|
Sterling Bancorp
|
Trustmark Corporation
|
|
Midwestern Holding Company Peer Group*
|
||
Associated Banc-Corp
|
Commerce Bancshares, Inc.
|
TCF Financial Corporation
|
UMB Financial Corporation
|
MB Financial, Inc.
|
Old National Bancorp
|
First Midwest Bancorp, Inc.
|
|
|
Executive
|
2017 Base Salary
|
2018 Base Salary
|
Edward J. Wehmer
|
$1,150,000
|
$1,150,000
|
David A. Dykstra
|
$790,000
|
$800,000
|
Richard B. Murphy
|
$575,000
|
$590,000
|
David L. Stoehr
|
$465,000
|
$475,000
|
Timothy S. Crane
|
$465,000
|
$475,000
|
•
|
market practices;
|
•
|
the target annual bonuses set and achieved in recent years;
|
•
|
the desire to provide, as described above, a substantial portion of total compensation as performance-based; and
|
•
|
the relative importance and degree of difficulty of the short-term and long-term performance goals of the Company.
|
•
|
75% based on Company performance, associated with consolidated pre-tax net income; and
|
•
|
25% based on individual goals and objectives.
|
Executive
|
2018 Base Salary
|
2018 Total Bonus Percentage at Target
|
Percentage Allocated to Company Performance
|
Percentage Allocated to Individual Objectives
|
Edward J. Wehmer
|
$1,150,000
|
100.00%
|
75.00%
|
25.00%
|
David A. Dykstra
|
$800,000
|
70.00%
|
52.50%
|
17.50%
|
Richard B. Murphy
|
$590,000
|
70.00%
|
52.50%
|
17.50%
|
David L. Stoehr
|
$475,000
|
70.00%
|
52.50%
|
17.50%
|
Timothy S. Crane
|
$475,000
|
70.00%
|
52.50%
|
17.50%
|
Wintrust 2018 Consolidated Pre-Tax Net Income
|
Performance-Weighting of Company-Level Annual Bonus Award
|
Greater than $451.5 million
|
High
|
$451.5 million
|
Target
|
$406.3 million to $451.5 million
|
Low
|
$316.0 million to $406.3 million
|
Threshold
|
Edward J. Wehmer
|
•
Improve core performance of the enterprise reflected in various measures such as core loan, asset and deposit growth, net overhead ratio, performance on niche and core loans, earnings per share, stock price, shareholder return, and net income.
|
•
Continue to identify and acquire strategic assets, asset generation platforms and bank acquisitions to complement the Company’s strategy.
|
•
Maintain the appropriate organizational infrastructure to support technology efforts, expansion efforts, streamlining operations and expense management.
|
•
Identify and execute key partnerships to complement the Company's strategy.
|
David A. Dykstra
|
•
Lead all market transactions and strategic acquisition activities. Execute acquisitions and oversee integration.
|
•
Increase core earnings and net income through planned and profitable growth. Improve year-over-year performance in core loan, asset and deposit growth, net overhead ratio, performance on niche loans, earnings per share, stock price, and shareholder return.
|
•
Maintain cost effective, scalable and efficient internal operations.
|
•
Oversee IT and Information Security infrastructure enhancements.
|
Richard B. Murphy
|
•
Maintain core portfolio and non-performing assets at acceptable levels.
|
•
Work with operations to assist in credit related systems implementations to enhance the efficiency of the credit function.
|
•
Preserve exemplary credit quality through effective underwriting and disciplined loan management.
|
•
Provide leadership to mortgage business to optimize business outcomes.
|
•
Improve asset quality and improve management reporting on all loans.
|
David L. Stoehr
|
•
Proactively develop strategies to manage interest rate risk and improve earnings.
|
•
Provide effective analytics, metrics and reporting to measure performance of all loans.
|
•
Maximize use of capital and ensure liquidity levels are maintained across the enterprise.
|
•
Provide acquisition support and seamless on-boarding and integration of acquisitions.
|
Timothy S. Crane
|
•
Manage all banks to meet/exceed financial targets.
|
•
Achieve loan growth without credit loss outside acceptable ranges.
|
•
Focus on expansion and new branch openings.
|
•
Maintain an appropriate focus on enhancing customer relationships.
|
•
|
Company’s achievement of 101.9% of the consolidated pre-tax net income objective;
|
•
|
Solid key performance indicators, including net interest margin, net overhead ratio, loan, asset and deposit growth and credit quality;
|
•
|
Continued progress on diversification strategy via expanded lines of business; and
|
•
|
Continued build out of enterprise infrastructure to support future success of organization.
|
Named Executive Officer
|
Total Annual Bonus at Target
|
Total Annual Bonus Paid
|
% Bonus Paid vs. Target
|
||
Edward J. Wehmer
|
$
|
1,150,000
|
$
|
1,470,000
|
127.83%
|
David A. Dykstra
|
$
|
560,000
|
$
|
661,500
|
118.13%
|
Richard B. Murphy
|
$
|
413,000
|
$
|
490,000
|
118.64%
|
David L. Stoehr
|
$
|
332,500
|
$
|
352,800
|
106.11%
|
Timothy S. Crane
|
$
|
332,500
|
$
|
357,700
|
107.58%
|
•
|
provide a competitive compensation opportunity;
|
•
|
foster retention;
|
•
|
allow the Company to compete effectively for talent;
|
•
|
incorporate leading practices;
|
•
|
provide transparency;
|
•
|
support the Company’s long-term strategy and growth objectives;
|
•
|
align management’s long-term compensation with shareholder returns;
|
•
|
link pay and performance;
|
•
|
create a long-term focus based on sustainable results; and
|
•
|
create stock ownership.
|
Award Vehicle Mix
|
% of Award
|
Performance-Based Cash Awards
|
50%
|
Performance-Based Restricted Stock Units
|
50%
|
Named Executive Officer
|
Number of shares -Maximum Performance
|
Number of shares - Target Performance
|
Number of shares - Threshold Performance
|
||
Edward J. Wehmer
|
21,475
|
|
14,316
|
7,159
|
|
David A. Dykstra
|
5,036
|
|
3,357
|
1,679
|
|
Richard B. Murphy
|
3,666
|
|
2,444
|
1,222
|
|
David L. Stoehr
|
2,964
|
|
1,976
|
988
|
|
Timothy S. Crane
|
2,964
|
|
1,976
|
988
|
|
Named Executive Officer
|
Amount payable under performance-based cash awards-
Maximum Performance
|
Amount payable under performance-based cash awards-
Target Performance
|
Amount payable under performance-based cash awards-
Threshold Performance
|
|||
Edward J. Wehmer
|
$
|
1,897,500
|
$
|
1,265,000
|
$
|
632,500
|
David A. Dykstra
|
$
|
444,375
|
$
|
296,250
|
$
|
148,125
|
Richard B. Murphy
|
$
|
323,438
|
$
|
215,625
|
$
|
107,813
|
David L. Stoehr
|
$
|
261,563
|
$
|
174,375
|
$
|
87,188
|
Timothy S. Crane
|
$
|
261,563
|
$
|
174,375
|
$
|
87,188
|
|
Cumulative Adjusted EPS over 3 year Performance Period
|
Payout % of Target Award
|
Maximum
|
$13.45
|
150%
|
Target
|
$12.30
|
100%
|
Threshold
|
$10.00
|
50%
|
< Threshold
|
<$10.00
|
0%
|
|
Cash Payment(1)
|
Value of Performance-Based Restricted Stock Unit Settlement (2)
|
Total Value Delivered (3)
|
|||
Edward J. Wehmer
|
$
|
965,250
|
$
|
845,170
|
$
|
1,810,420
|
David A. Dykstra
|
$
|
381,150
|
$
|
344,670
|
$
|
725,820
|
Richard B. Murphy
|
$
|
257,400
|
$
|
232,785
|
$
|
490,185
|
David L. Stoehr
|
$
|
192,679
|
$
|
174,256
|
$
|
366,935
|
Timothy S. Crane
|
$
|
182,655
|
$
|
165,167
|
$
|
347,822
|
(1)
|
Mr. Wehmer’s performance-based cash award was paid in the amount of $868,725, with the remaining 10% (or $96,525) deferred to the later of March 27, 2026 or retirement.
|
(2)
|
The NEOs received shares as follows: Mr. Wehmer 11,809 (fully deferred until the later of March 27, 2026 or retirement); Mr. Dykstra 4,664; Mr. Murphy 3,150; Mr. Stoehr 2,358; and Mr. Crane 2,235. The value ascribed in the table above was derived based on the $73.90 fair market value of a share of Common Stock on March 1, 2019, the date these awards were settled. Mr. Wehmer's award is valued based on the fair market value on January 24, 2019 of $71.57, which is the date on which the Committee certified the performance criteria and the earned shares were deemed deferred.
|
(3)
|
These values are exclusive of the values of the options also granted as part of the 2016-2018 LTIP awards which were previously disclosed and not subject to the performance conditions noted above.
|
Title
|
Guideline
|
Chief Executive Officer
|
6 times base salary
|
Chief Operating Officer and Chief Credit Officer
|
3 times base salary
|
Other Named Executive Officers
|
1 times base salary
|
Name and Principal Position (a)
|
Year (b)
|
Salary ($) (c)
|
Bonus ($) (1)
|
Stock Awards ($)(2) (e)
|
Option Awards ($)(3) (f)
|
Non-Equity Incentive Plan Compensation ($)(4) (g)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)
|
All Other Compensation ($)(5) (i)
|
Total ($) (j)
|
|||||||
Edward J. Wehmer
|
2018
|
1,150,000
|
|
1,470,000
|
|
1,265,000
|
|
—
|
|
965,250
|
|
—
|
50,181
|
|
4,900,431
|
|
President & Chief Executive
|
2017
|
1,147,884
|
|
1,450,375
|
|
920,000
|
|
—
|
|
679,250
|
|
—
|
45,656
|
|
4,243,165
|
|
Officer
|
2016
|
1,125,000
|
|
1,350,675
|
|
365,625
|
|
365,625
|
|
643,500
|
|
—
|
48,710
|
|
3,899,135
|
|
David A. Dykstra
|
2018
|
799,115
|
|
661,500
|
|
296,250
|
|
—
|
|
381,150
|
|
—
|
35,895
|
|
2,173,910
|
|
Senior Executive Vice President
|
2017
|
788,308
|
|
660,000
|
|
288,750
|
|
—
|
|
270,750
|
|
—
|
35,162
|
|
2,042,970
|
|
& Chief Operating Officer
|
2016
|
770,000
|
|
600,000
|
|
144,375
|
|
144,375
|
|
253,125
|
|
—
|
32,783
|
|
1,944,658
|
|
Richard B. Murphy
|
2018
|
588,673
|
|
490,000
|
|
215,625
|
|
—
|
|
257,400
|
|
—
|
28,949
|
|
1,580,647
|
|
Executive Vice President &
|
2017
|
571,192
|
|
484,000
|
|
198,750
|
|
—
|
|
181,688
|
|
—
|
29,685
|
|
1,465,315
|
|
Chief Credit Officer
|
2016
|
529,231
|
|
440,000
|
|
97,500
|
|
97,500
|
|
168,750
|
|
—
|
24,982
|
|
1,357,963
|
|
David L. Stoehr
|
2018
|
474,115
|
|
352,800
|
|
174,375
|
|
—
|
|
192,679
|
|
—
|
26,343
|
|
1,220,312
|
|
Executive Vice President &
|
2017
|
463,096
|
|
358,050
|
|
165,938
|
|
—
|
|
134,663
|
|
—
|
24,662
|
|
1,146,409
|
|
Chief Financial Officer
|
2016
|
441,731
|
|
305,000
|
|
72,984
|
|
72,984
|
|
124,538
|
|
—
|
23,365
|
|
1,040,602
|
|
Timothy S. Crane
|
2018
|
474,115
|
|
357,700
|
|
174,375
|
|
—
|
|
182,655
|
|
—
|
24,618
|
|
1,213,463
|
|
Executive Vice President,
|
2017
|
461,192
|
|
358,000
|
|
157,500
|
|
—
|
|
128,250
|
|
—
|
24,557
|
|
1,129,499
|
|
Treasurer & Senior Market Head
|
2016
|
419,231
|
|
300,000
|
|
69,188
|
|
69,188
|
|
116,943
|
|
—
|
21,413
|
|
995,963
|
|
(1)
|
The amounts shown in this column for 2018 consist of cash annual bonus awards paid in 2019 with respect to 2018 performance for each of the NEOs.
|
(2)
|
The amounts shown in this column for 2018 represent performance-based restricted stock unit awards granted under the Company’s LTIP. These awards are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”) and are reported based on the probable achievement of the performance-based vesting conditions at the time of grant. Under the LTIP, if the highest achievement level is attained for the 2018 performance-based restricted stock unit awards, the maximum grant date fair value for these awards is as follows: Mr. Wehmer $1,897,500; Mr. Dykstra $444,375; Mr. Murphy $323,438; Mr. Stoehr $261,563; and Mr. Crane $261,563. The grant date fair value of the awards represents the average of the high and low sale prices of the Common Stock on the date of grant, as reported by NASDAQ multiplied by the shares subject to the award at target level.
|
(3)
|
The amounts shown in this column constitute options granted under the Company's 2015 Stock Incentive Plan (the "2015 Plan"). Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during fiscal year 2016. The accounting policy and assumptions for stock-based compensation are described in Notes 1 and 18 to the Company’s Consolidated Financial
|
(4)
|
Amounts reported for 2018 represent the cash portion of the 2016-2018 LTIP payment made in 2019.
|
(5)
|
Amounts in this column include the value of all other compensation paid to or received by the NEOs in 2018. Please see the “All Other Compensation” table below for further information regarding these amounts. Perquisites are valued at actual amounts paid for such perquisites and other compensation.
|
Named Executive Officer
|
Corporate Automobile Usage ($)
|
Club Memberships Not Exclusively For Business Use ($)
|
Life Insurance Premiums ($)
|
Supplemental Long-Term Disability ($)
|
401(k) Plan Matching Contribution ($)
|
Total ($)
|
||||||
Edward J. Wehmer
|
20,655
|
|
9,894
|
|
13,565
|
|
1,067
|
|
5,000
|
|
50,181
|
|
David A. Dykstra
|
24,961
|
|
—
|
|
5,934
|
|
—
|
|
5,000
|
|
35,895
|
|
Richard B. Murphy
|
8,681
|
|
6,534
|
|
8,734
|
|
—
|
|
5,000
|
|
28,949
|
|
David L. Stoehr
|
12,000
|
|
1,191
|
|
8,152
|
|
—
|
|
5,000
|
|
26,343
|
|
Timothy S. Crane
|
12,000
|
|
1,684
|
|
5,934
|
|
—
|
|
5,000
|
|
24,618
|
|
Name (a)
|
Grant Date (b)
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
|
All Other Stock Awards: Number of Shares of Stock or Units (#) (j)
|
|
All Other Option Awards: Number of Securities Underlying Options (#) (k)
|
|
Exercise or Base Price of Option Awards ($/Sh) (l)
|
|
Grant Date Fair Value of Stock and Option Awards ($/Sh) (3) (m)
|
|
||||||||||
Threshold ($) (d)
|
Target ($) (e)
|
Maximum ($) (f)
|
Threshold (#) (g)
|
Target (#) (h)
|
Maximum (#) (i)
|
||||||||||||||||
Edward J. Wehmer
|
1/25/2018
|
517,500
|
|
1,035,000
|
|
1,552,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/25/2018
|
—
|
|
—
|
|
—
|
|
5,865
|
|
11,729
|
|
17,594
|
|
—
|
|
—
|
|
—
|
|
1,035,000
|
|
|
7/26/2018
|
115,000
|
|
230,000
|
|
345,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7/26/2018
|
—
|
|
—
|
|
—
|
|
1,294
|
|
2,587
|
|
3,881
|
|
—
|
|
—
|
|
—
|
|
230,000
|
|
David A. Dykstra
|
1/25/2018
|
148,125
|
|
296,250
|
|
444,375
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/25/2018
|
—
|
|
—
|
|
—
|
|
1,679
|
|
3,357
|
|
5,036
|
|
—
|
|
—
|
|
—
|
|
296,250
|
|
Richard B. Murphy
|
1/25/2018
|
107,813
|
|
215,625
|
|
323,438
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/25/2018
|
—
|
|
—
|
|
—
|
|
1,222
|
|
2,444
|
|
3,666
|
|
—
|
|
—
|
|
—
|
|
215,625
|
|
David L. Stoehr
|
1/25/2018
|
87,188
|
|
174,375
|
|
261,563
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/25/2018
|
—
|
|
—
|
|
—
|
|
988
|
|
1,976
|
|
2,964
|
|
—
|
|
—
|
|
—
|
|
174,375
|
|
Timothy S. Crane
|
1/25/2018
|
87,188
|
|
174,375
|
|
261,563
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/25/2018
|
—
|
|
—
|
|
—
|
|
988
|
|
1,976
|
|
2,964
|
|
—
|
|
—
|
|
—
|
|
174,375
|
|
(2)
|
The amounts in this column represent performance-based restricted stock unit awards granted to the NEOs pursuant to the 2018 LTIP and granted under the 2015 Plan that will be earned at the end of the performance cycle ending December 31, 2020 based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.
|
(3)
|
The amounts in this column are valued based on the grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance-based restricted stock unit awards, are based on the probable outcome of the applicable performance conditions. See Notes 2 and 3 to the 2018 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.
|
|
Options Awards
|
Stock Awards
|
||||||||||||||||
Name (a)
|
Number of Securities Underlying Unexercised Options (#) Exercisable (b)
|
Number of Securities Underlying Unexercised Options (#)(1) (c)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d)
|
|
Option Exercise Price ($)(e)
|
Option Expiration Date (f)
|
Number of Shares or units of Stock That Have Not Vested (#) (g)
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(h)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)(i)
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j)
|
|
|
Edward J. Wehmer
|
15,000
|
|
—
|
|
—
|
|
46.86
|
01/23/21
|
11,809
|
|
(4)
|
785,180
|
|
12,684
|
|
(5)
|
843,359
|
|
|
—
|
|
14,173
|
|
—
|
|
40.87
|
01/28/23
|
—
|
|
|
—
|
|
14,316
|
|
(6)
|
951,871
|
|
David A. Dykstra
|
11,194
|
|
5,596
|
|
—
|
|
40.87
|
01/28/23
|
4,664
|
|
(4)
|
310,109
|
|
3,980
|
|
(5)
|
264,630
|
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
—
|
|
|
—
|
|
3,357
|
|
(6)
|
223,207
|
|
Richard B. Murphy
|
—
|
|
3,778
|
|
—
|
|
40.87
|
01/28/23
|
3,150
|
|
(4)
|
209,444
|
|
2,739
|
|
(5)
|
182,116
|
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
—
|
|
|
—
|
|
2,444
|
|
(6)
|
162,502
|
|
David L. Stoehr
|
—
|
|
2,829
|
|
—
|
|
40.87
|
01/28/23
|
2,358
|
|
(4)
|
156,783
|
|
2,287
|
|
(5)
|
152,063
|
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
—
|
|
|
—
|
|
1,976
|
|
(6)
|
131,384
|
|
Timothy S. Crane
|
2,097
|
|
—
|
|
—
|
|
30.98
|
01/26/19
|
2,235
|
|
(4)
|
148,605
|
|
2,171
|
|
(5)
|
144,350
|
|
|
3,196
|
|
—
|
|
—
|
|
37.85
|
01/24/20
|
—
|
|
|
—
|
|
1,976
|
|
(6)
|
131,384
|
|
|
5,431
|
|
—
|
|
—
|
|
46.86
|
01/23/21
|
407
|
|
(2)
|
27,061
|
|
—
|
|
|
—
|
|
|
6,968
|
|
—
|
|
—
|
|
44.11
|
01/22/22
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
5,364
|
|
2,682
|
|
—
|
|
40.87
|
01/28/23
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
The outstanding options in this column vested on January 28, 2019.
|
(2)
|
These restricted stock units are scheduled to vest on October 23, 2019, subject to Mr. Crane’s continued employment.
|
(3)
|
The amounts in this column represent restricted stock unit awards that remained subject to performance-based vesting conditions as of December 31, 2018.
|
(4)
|
Represents awards that vested and were settled on March 1, 2019, based on performance during the period from January 1, 2016 through December 31, 2018. The awards are reported at the actual vesting level, which was determined based on the Company’s achievement of Cumulative Adjusted EPS over the three year performance cycle.
|
(5)
|
Represents performance-based restricted stock unit awards that will be earned at the end of the January 1, 2017 through December 31, 2019 performance period based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. These restricted stock unit
|
(6)
|
Represents performance-based restricted stock unit awards that will be earned at the end of the January 1, 2018 through December 31, 2020 performance cycle based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. These restricted stock unit awards are reported in this table assuming target achievement.
|
(2)
|
Represents the vesting of awards, including performance-based stock awards, granted under the Company’s 2007 Plan.
|
(3)
|
The value realized on the vesting of restricted stock units represents the average of the high and low market price of the Common Stock on the date of vesting multiplied by the number of restricted stock units that vested. Mr. Wehmer's award (fully deferred until the later of March 27, 2025 or retirement) is valued based on the fair market value on January 25, 2018 of $88.24, which is the date on which the Committee certified the performance criteria and the earned shares were deemed deferred.
|
Name (a)
|
Executive Contributions in Last Fiscal Year ($) (b)
|
Registrant Contributions in Last Fiscal Year ($) (c)
|
Aggregate Earnings in Last Fiscal Year ($) (d)
|
Aggregate Withdrawals/ Distributions ($) (e)
|
Aggregate Balance at Last Fiscal Year End ($) (f)
|
||||||||
Edward J. Wehmer
|
747,373
|
|
(1)
|
—
|
|
(1,222,752
|
)
|
(2)
|
—
|
|
5,156,567
|
|
(3)
|
David A. Dykstra
|
—
|
|
|
—
|
|
(565,645
|
)
|
(2)
|
—
|
|
2,481,747
|
|
(4)
|
Richard B. Murphy
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
David L. Stoehr
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
Timothy S. Crane
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(1)
|
This amount represents the value of the deferred portion of Mr. Wehmer's performance-based cash award and performance-based stock awards from the payment in 2018 of the 2015-2017 LTIP awards on the dates the awards were settled.
|
(2)
|
The amounts reported in the column entitled “Aggregate Earnings in Last Fiscal Year” represent the change in the value of the shares subject to the deferred LTIP and restricted stock unit awards from December 31, 2017 to December 31, 2018.
|
(3)
|
This amount represents the value of Mr. Wehmer's deferred LTIP awards settled in 2016, 2017 and 2018 and his restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the award is no longer subject to the deduction limits under Section 162(m) of the Code.
|
(4)
|
This amount represents the value of Mr. Dykstra's restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the award is no longer subject to the deduction limits under Section 162(m) of the Code.
|
•
|
We have
Cause
to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition.
|
•
|
The NEO is said to have been
Constructively Terminated
(and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his adjusted total compensation for the prior 12 months or (y) 75% of his adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have been
Constructively Terminated
if we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of the Company ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.
|
•
|
unpaid base salary through the date of termination;
|
•
|
accrued but unused vacation or paid leave; and
|
•
|
reimbursements.
|
•
|
Messrs. Wehmer, Dykstra, Murphy and Stoehr will be entitled to a payment equal to three times the sum of his base salary in effect at the time of his death or disability and the target cash and stock bonus awards granted to such NEO in the year of his death or disability. Mr. Crane will be entitled to a payment equal to two times the sum of his base salary in effect at the time of his death or disability and the annual incentive compensation award (not including any equity-based award or cash award with a vesting period of greater than one year) paid to Mr. Crane during the 12-month period prior to his termination. Such payments will be made (i) in the case of death, in a lump sum within 30 days of the NEO’s death or (ii) in the case of permanent disability, ratably over 36 months (24 months for Mr. Crane), with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company. For Mr. Crane, such payment benefit will be reduced by the amount of any income earned by Mr. Crane during the 24-month period; provided, however, that such amount paid to Mr. Crane shall not be less than $8,333.34 per month.
|
•
|
Each NEO will immediately vest in all outstanding awards under the Company’s incentive plans.
|
•
|
Messrs. Wehmer, Dykstra and Murphy will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (i) the date he becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (ii) the date he becomes eligible for Medicare benefits; and
|
•
|
Messrs. Stoehr and Crane will continue to receive health insurance, including for qualified dependents, under the then current Company plan until the end of the 36-month period for Mr. Stoehr and the 24-month period for Mr. Crane over which the severance payments described in the first bullet point of this subsection are made.
|
•
|
the payment described in the first bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 36-month period for Messrs. Wehmer, Dykstra, Murphy and Stoehr and over the 24-month period for Mr. Crane;
|
•
|
outstanding option awards under the Company’s incentive plans will remain exercisable until the earlier of (i) three months or (ii) the life of the award;
|
•
|
Messrs. Wehmer, Dykstra and Murphy and their respective dependents will be entitled to continued health benefits until the earliest of (i) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (ii) the date he becomes eligible for Medicare benefits; and
|
•
|
Messrs. Stoehr and Crane and their respective dependents will be entitled to continued health benefits until the earliest of (i) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion, (ii) the expiration of the maximum coverage period under COBRA or (iii) the date he becomes eligible for Medicare benefits.
|
•
|
Pursuant to our incentive plans, the NEO will be entitled to immediate vesting and lapsing of restrictions on all outstanding equity awards;
|
•
|
Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes incurred by the NEO as a result of the receipt of any change in control payments and such offset payment, within 30 days of the determination that such excise tax is due; and
|
•
|
In the case of Messrs. Stoehr and Crane, such payment may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Code) unless the change in control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment.
|
•
|
if any person acquires 50% or more of the Company’s outstanding Common Stock or of the combined voting power of the Company’s outstanding voting securities (other than securities acquired directly from the Company);
|
•
|
if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board;
|
•
|
the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or
|
•
|
the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.
|
Name
|
Type of Payment
|
Death ($)
|
Permanent Disability ($)
|
Constructive Termination ($)
|
Termination Without Cause ($)
|
Termination in Connection with a Change in Control ($)
|
Retirement ($)
|
|||||||
Edward J. Wehmer (1)
|
Cash Severance Benefit (2)
|
6,900,000
|
|
6,900,000
|
|
6,900,000
|
|
6,900,000
|
|
6,900,000
|
|
—
|
|
|
|
Value of Unvested and Accelerated Equity (3)
|
2,028,381
|
|
2,028,381
|
|
1,665,269
|
|
1,665,269
|
|
2,943,504
|
|
1,665,269
|
|
|
|
Value of Long-Term Cash Incentive Award (4)
|
2,000,879
|
|
2,000,879
|
|
2,000,879
|
|
2,000,879
|
|
3,150,250
|
|
2,000,879
|
|
|
|
Benefit Continuation (5)
|
—
|
|
3,205
|
|
3,205
|
|
3,205
|
|
3,205
|
|
—
|
|
|
|
Less Life Insurance Proceeds (6)
|
(2,700,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Less Disability Insurance Proceeds (7)
|
—
|
|
(600,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Excise Tax Gross-Up Payment (8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
TOTAL
|
8,229,260
|
|
10,332,465
|
|
10,569,353
|
|
10,569,353
|
|
12,996,959
|
|
3,666,148
|
|
|
David A. Dykstra (1)
|
Cash Severance Benefit (2)
|
4,080,000
|
|
4,080,000
|
|
4,080,000
|
|
4,080,000
|
|
4,080,000
|
|
—
|
|
|
|
Value of Unvested and Accelerated Equity (3)
|
704,273
|
|
704,273
|
|
560,903
|
|
560,903
|
|
941,287
|
|
560,903
|
|
|
|
Value of Long-Term Cash Incentive Award (4)
|
672,400
|
|
672,400
|
|
672,400
|
|
672,400
|
|
966,150
|
|
672,400
|
|
|
|
Benefit Continuation (5)
|
—
|
|
129,822
|
|
129,822
|
|
129,822
|
|
129,822
|
|
—
|
|
|
|
Less Life Insurance Proceeds (6)
|
(2,700,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Less Disability Insurance Proceeds (7)
|
—
|
|
(1,200,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Excise Tax Gross-Up Payment (8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
TOTAL
|
2,756,673
|
|
4,386,495
|
|
5,443,125
|
|
5,443,125
|
|
6,117,259
|
|
1,233,303
|
|
|
Richard B. Murphy (1)
|
Cash Severance Benefit (2)
|
3,009,000
|
|
3,009,000
|
|
3,009,000
|
|
3,009,000
|
|
3,009,000
|
|
—
|
|
|
|
Value of Unvested and Accelerated Equity (3)
|
481,782
|
|
481,782
|
|
384,990
|
|
384,990
|
|
650,821
|
|
384,990
|
|
|
|
Value of Long-Term Cash Incentive Award (4)
|
461,775
|
|
461,775
|
|
461,775
|
|
461,775
|
|
671,775
|
|
461,775
|
|
|
|
Benefit Continuation (5)
|
—
|
|
102,575
|
|
102,575
|
|
102,575
|
|
102,575
|
|
—
|
|
|
|
Less Life Insurance Proceeds (6)
|
(2,700,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Less Disability Insurance Proceeds (7)
|
—
|
|
(1,200,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Excise Tax Gross-Up Payment (8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
TOTAL
|
1,252,557
|
|
2,855,132
|
|
3,958,340
|
|
3,958,340
|
|
4,434,171
|
|
846,765
|
|
|
David L. Stoehr (1)
|
Cash Severance Benefit (2)
|
2,422,500
|
|
2,422,500
|
|
2,422,500
|
|
2,422,500
|
|
2,422,500
|
|
—
|
|
|
|
Value of Unvested and Accelerated Equity (3)
|
374,400
|
|
374,400
|
|
301,921
|
|
301,921
|
|
512,677
|
|
301,921
|
|
|
|
Value of Long-Term Cash Incentive Award (4)
|
361,429
|
|
361,429
|
|
361,429
|
|
361,429
|
|
532,992
|
|
361,429
|
|
|
|
Benefit Continuation (5)
|
—
|
|
57,699
|
|
28,849
|
|
28,849
|
|
28,849
|
|
—
|
|
|
|
Less Life Insurance Proceeds (6)
|
(2,499,150
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Less Disability Insurance Proceeds (7)
|
—
|
|
(1,200,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Severance Cutback (9)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
TOTAL
|
659,179
|
|
2,016,028
|
|
3,114,699
|
|
3,114,699
|
|
3,497,018
|
|
663,350
|
|
|
Timothy S. Crane (1)
|
Cash Severance Benefit (2)
|
1,666,000
|
|
1,666,000
|
|
1,666,000
|
|
1,666,000
|
|
1,666,000
|
|
—
|
|
|
|
Value of Unvested and Accelerated Equity (3)
|
384,391
|
|
384,391
|
|
27,061
|
|
—
|
|
520,097
|
|
—
|
|
|
|
Value of Long-Term Cash Incentive Award (4)
|
345,780
|
|
345,780
|
|
—
|
|
—
|
|
514,530
|
|
—
|
|
|
|
Benefit Continuation (5)
|
—
|
|
26,376
|
|
19,782
|
|
19,782
|
|
19,782
|
|
—
|
|
|
|
Less Life Insurance Proceeds (6)
|
(1,200,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Less Disability Insurance Proceeds (7)
|
—
|
|
(1,200,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Severance Cutback (9)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
TOTAL
|
1,196,171
|
|
1,222,547
|
|
1,712,843
|
|
1,685,782
|
|
2,720,409
|
|
—
|
|
|
(1)
|
In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, and reimbursement of miscellaneous company incurred expenses.
|
(2)
|
Upon termination due to death or disability, termination without cause, constructive termination, or qualifying termination following a change in control, with respect to each NEO other than Mr. Crane, such NEO is entitled to receive an amount equal to three times (3x) the sum of (i) the NEO’s base salary in effect at the time of termination plus (ii) an amount equal to the NEO’s target cash bonus and the NEO’s target stock bonus in the year in which the termination occurs. Under a constructive termination, termination without cause or a qualifying termination following a change in control, Mr. Crane is entitled to a severance payments
|
(3)
|
All outstanding stock options immediately vest in the event of death, permanent disability, or a qualifying termination following a change in control. All time-vesting restricted stock awards will immediately vest in the event of a death, permanent disability, constructive termination, retirement or a qualifying termination following a change in control. In the event of death, permanent disability or retirement, the 2016, 2017 and 2018 performance-based restricted stock unit awards will vest on a pro-rata basis based on performance over the full performance period. For this analysis, performance has been assumed at target for the 2017 and 2018 awards. For the 2016 performance-based restricted stock unit awards, the amount represents the actual payout, since the performance period was completed on December 31, 2018 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the 2017 and 2018 performance-based restricted stock unit awards will vest in full at target performance. The 2016 performance-based restricted stock unit award is shown at actual performance as the performance period ended on December 31, 2018. Messrs. Wehmer, Dykstra, Murphy and Stoehr had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2018. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer, Dykstra, Murphy and Stoehr was treated as a retirement for purposes of quantifying their disclosed benefits.
|
(4)
|
In the event of death, permanent disability or retirement, 2016, 2017 and 2018 performance-based cash awards will be payable in a pro-rata portion based on actual performance over the full performance period. For this analysis, performance has been assumed at target for the 2017 and 2018 awards. For the 2016 performance-based cash awards, the amount represents the actual payout, since the performance period was completed on December 31, 2018 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the 2017 and 2018 performance-based cash awards will vest in full at target performance. The 2016 performance-based cash award is shown at actual performance as the performance period ended on December 31, 2018. Messrs. Wehmer, Dykstra, Murphy and Stoehr had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2018. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer, Dykstra, Murphy and Stoehr was treated as a retirement for purposes of quantifying their disclosed benefits.
|
(5)
|
We have assumed benefit continuation for Messrs. Wehmer, Dykstra and Murphy through the age of 65, the time at which the NEO will be eligible for Medicare. We have assumed benefit continuation for 18 months in the event termination in connection with a change in control, termination without cause or constructive termination for Mr. Stoehr and Mr. Crane, per current COBRA guidelines. We have assumed benefit continuation for 36 months in the event of permanent disability for Mr. Stoehr and 24 months in the event of permanent disability for Mr. Crane.
|
(6)
|
In the event of termination in connection with death, the amount of benefits to be paid for each NEOs pursuant to his employment agreements shall be reduced by the amount of any life insurance benefit payments paid or payable to him from policies of insurance maintained and/or paid for by the Company; provided that in the event the life insurance benefits exceed the amount to be paid to him, the executive shall remain entitled to receive the excess life insurance payments.
|
(7)
|
In the event of termination in connection with permanent disability, the amount of benefits to be paid to each NEO pursuant to his employment agreement shall be reduced by the amount of any long-term disability insurance benefit payments paid or payable to him during the payment period from policies of insurance maintained and/or paid for by the Company; provided that in the event the long-term disability insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess insurance payments.
|
(8)
|
In the event of a termination in connection with a change in control, Messrs. Wehmer, Dykstra and Murphy are entitled to an excise tax gross-up payment to be paid by the Company if the present value of the NEO’s parachute payments exceeds his safe harbor. Excise tax gross up payments were calculated in accordance with Section 280G of the Code. Effective May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change in control. If a change in control and a termination of employment occurred as of December 31, 2018, Messrs. Wehmer, Dykstra and Murphy would not have become entitled to an excise tax gross-up payment.
|
(9)
|
The employment agreements for Mr. Stoehr and Mr. Crane provide that in the event the potential payments would constitute “excess parachute payments” within the meaning of Section 280G of the Code, or any interest or penalties with respect to such excise tax, then the amount of the payout would be automatically reduced to an amount equal to $1.00 less than three times (3x) the “base amount” as defined in Section 280G(3) of the Code (the “Reduced Payment”). This reduction will not apply if the sum of the amount of severance pay less the amount of excise tax payable by the NEO is greater than the Reduced Payment.
|
•
|
The median of the annual total compensation of all of our employees, other than Mr. Wehmer, was $54,068.
|
•
|
Mr. Wehmer’s annual total compensation, as reported in the Total column of the 2018 Summary Compensation Table, was $4,900,431.
|
•
|
Based on this information, the ratio of the annual total compensation of Mr. Wehmer to the median of the annual total compensation of all employees is estimated to be 91 to 1.
|
|
BRUCE K. CROWTHER (Chair)
|
|
WILLIAM J. DOYLE
|
|
PETER D. CRIST
|
|
GARY D. "JOE" SWEENEY
|
|
INGRID S. STAFFORD (Chair)
|
|
SCOTT K. HEITMANN
|
|
ZED S. FRANCIS, III
|
|
GARY D. "JOE" SWEENEY
|
|
MARLA F. GLABE
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
Kathleen M. Boege
|
Corporate Secretary
|