WINTRUST FINANCIAL CORP (Form: 8-K, Received: 01/30/2023 08:19:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2023

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois		001-35077		36-3873352
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9700 West Higgins Road

Rosemont, Illinois 60018

(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 939-9000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	WTFC	The NASDAQ Global Select Market
Series D Preferred Stock, no par value	WTFCM	The NASDAQ Global Select Market
Series E Preferred Stock, no par value	WTFCP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Transition

On January 26, 2023, the Board of Directors (the “Board”) of Wintrust Financial Corporation (the “Company”) appointed Timothy S. Crane, currently the Company’s President, as Chief Executive Officer of the Company, effective May 1, 2023 (the “Effective Date”). Also on January 26, 2023, the Board appointed Mr. Crane as a director of the Company, effective immediately. Mr. Crane will succeed Edward J. Wehmer, who will resign as Chief Executive Officer of the Company and assume the position of Executive Chairman of the Board as of the Effective Date. Mr. Wehmer has also agreed to serve as Founder and Senior Advisor from the Effective Date through December 31, 2026, as further described below. H. Patrick Hackett, Jr. will continue to serve as non-executive Chairman of the Board and will have the additional title of Lead Independent Director as of the Effective Date.

Mr. Crane, age 61, joined the Company in 2008. Mr. Crane has served as the Company’s President since February 2020 and as the Company’s Treasurer since January 2016, overseeing the Company’s subsidiary banks, banking operations, and treasury business, including by serving as Chairman of the Company’s two largest bank subsidiaries, Lake Forest Bank & Trust and Wintrust Bank. Prior to joining the Company, Mr. Crane served as President of Harris Bankcorp in Chicago where he was employed for 24 years.

There are no arrangements or understandings between Mr. Crane and any other persons, pursuant to which he was appointed as Chief Executive Officer or as a director, no family relationships among any of the Company’s directors or executive officers and Mr. Crane, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Amendment and Restated Employment Agreement with Mr. Crane

In connection with this transition, the Company and Mr. Crane entered into an Amended and Restated Employment Agreement, dated as of January 26, 2023 (the “Crane Agreement”), which is largely based on his existing employment agreement, but updated to reflect his new position, other administrative changes, and an increase to the severance multiple applicable to his severance benefits. Pursuant to the Crane Agreement, if the Company terminates Mr. Crane’s employment without cause or due to his permanent disability, or Mr. Crane’s employment terminates due to his death or a constructive termination, then Mr. Crane will generally be entitled to the following severance benefits (in addition to certain accrued benefits): (i) three (3) times (increased from two (2) times) the sum of (A) Mr. Crane’s base annual salary in effect at the time of Mr. Crane’s death or permanent disability plus (B) an amount equal to Mr. Crane’s target cash bonus for the year in which Mr. Crane’s death or permanent disability occurs and Mr. Crane’s target stock bonus for the year in which Mr. Crane’s death or permanent disability occurs. Such amount shall be paid to Mr. Crane ratably over a 36-month period beginning on the first payroll period following such termination and on each payroll period thereafter during the 36-month period (or in the case of a termination of employment without cause or constructive termination that occurs within 18 months following a change in control or in the case of his death, in a lump sum within 30 days following the termination date), generally reduced by any other income earned by Mr. Crane during such 36-month period to an amount no less than $8,333.34 monthly; and (ii) other than in the case of Mr. Crane’s death, continued coverage at the Company’s expense under the Company’s group health insurance plan for employees in which Mr. Crane was participating immediately prior to the termination (to be discontinued in the case of a termination without cause or a constructive termination if Mr. Crane becomes earlier entitled to coverage under another group health insurance plan or benefits under Medicare). Such severance benefits are subject to Mr. Crane’s execution and non-revocation of a release of claims in favor of the Company (other than in the case of Mr. Crane’s death) and, with respect to cash amounts, are reduced (i) generally by any other income earned by Mr. Crane during such 36-month period and (ii) to the extent payable in connection with Mr. Crane’s termination of employment due to his death or permanent disability, by amounts paid under the Company’s life insurance and long-term disability benefit plans, respectively (but will not be reduced to less than $8,333.34 monthly, except for in connection with a termination due to Mr. Crane’s death).

The foregoing description of the terms and conditions of the Crane Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Crane Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2023 Compensation Changes for Mr. Crane

The Compensation Committee of the Board (the “Committee”) has approved certain changes to Mr. Crane’s compensation for 2023 as compared to 2022 to reflect his new position. Specifically, the Committee approved increases in Mr. Crane’s (i) annual base salary from $610,000 to $1,000,000, (ii) target award under the Company’s Short-Term Incentive Program (the “STIP”) from 80% of his annual base salary to 125% of his annual base salary (resulting in a 2023 STIP target of $1,250,000), and (iii) target award under the Company’s 2022 Stock Incentive Plan (the “LTIP”) from 125% of his annual base salary to 275% of his annual base salary (resulting in a 2023 LTIP target of $2,750,000).

Amended and Restated Employment Agreement with Mr. Wehmer

The Company and Mr. Wehmer entered into an Amended and Restated Employment Agreement, dated as of January 26, 2023 (the “Wehmer Agreement”). The Wehmer Agreement provides that, as of the Effective Date, Mr. Wehmer will assume the position of Executive Chairman of the Board and will cease his service as Chief Executive Officer of the Company. Mr. Wehmer’s employment as Executive Chairman will continue until May 23, 2024, after which Mr. Wehmer will continue the position of Founder and Senior Advisor of the Company until December 31, 2026 or any later date agreed to between the parties by mutual written consent (the “Employment Period”), subject to earlier termination by either party. During the Employment Period, Mr. Wehmer’s initial annual base salary will be $450,000, and he will continue to be eligible for the perquisites to which he was entitled as Chief Executive Officer of the Company. However, he will not be eligible to participate in the STIP or the LTIP or any successor plan, other than with respect to a pro-rated payment of his 2023 award under the STIP for the period beginning January 1, 2023 and ending April 30, 2023.

Under the Wehmer Agreement, Mr. Wehmer will receive a one-time cash award of $12,000,000 (the “Transition Award”), payable in equal monthly installments over the 36-month period commencing on the Effective Date (subject to delayed payment to the extent required by tax law) and generally subject to Mr. Wehmer’s continued employment through each applicable payment date. However, if the Company terminates Mr. Wehmer’s employment without cause or due to his permanent disability, or Mr. Wehmer’s employment terminates due to his death or a constructive termination, then Mr. Wehmer will receive the unpaid portion of the Transition Award, payable in installments in accordance with its original payment schedule (or in the case of his death, within 30 days thereafter), and the pro-rated payment of his 2023 award under the STIP to the extent unpaid. The continued payment of the Transition Award following Mr. Wehmer’s qualifying termination is subject to Mr. Wehmer’s continued compliance with ongoing obligations under the Wehmer Agreement. In addition, the Wehmer Agreement provides that Mr. Wehmer’s transition to Executive Chairman will not constitute a constructive termination for purposes of the Wehmer Agreement.

The foregoing description of the terms and conditions of the Wehmer Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Wehmer Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2023, the Board amended the Company’s Amended and Restated By-Laws, effective immediately. The amendment increases the size of the Board from thirteen (13) to fourteen (14) directors. The Company’s Amended and Restated By-Laws, as amended, are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On January 30, 2023, the Company issued a press release announcing the appointment of Mr. Crane as Chief Executive Officer among certain other matters described above. The press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such a filing.

Item 9.01.	Financial Statements and Exhibits.

(d)	Exhibits.

Exhibit No.		Description
3.2		Amended and Restated By-Laws of Wintrust Financial Corporation, Adopted Effective January 26, 2023
10.1		Amended and Restated Employment Agreement, dated as of January 26, 2023, by and between Wintrust Financial Corporation and Timothy S. Crane
10.2		Amended and Restated Employment Agreement, dated as of January 26, 2023, by and between Wintrust Financial Corporation and Edward J. Wehmer
99.1		Press Release of Wintrust Financial Corporation, dated as of January 30, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WINTRUST FINANCIAL CORPORATION
	(Registrant)

	By:	/s/ Kathleen M. Boege
		Kathleen M. Boege
		Executive Vice President, General Counsel and Corporate Secretary

Date: January 30, 2023

Exhibit 3.2

Adopted Effective January 26, 2023

AMENDED AND RESTATED BY-LAWS

WINTRUST FINANCIAL CORPORATION

(AN ILLINOIS CORPORATION)

AS AMENDED

ARTICLE I

OFFICES

Wintrust Financial Corporation (the “corporation”) shall continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 ANNUAL MEETING. An annual meeting of the shareholders shall be held on the fourth Thursday in May of each year, or such other date as designated by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the directors shall not be elected at the annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held as soon thereafter as practicable.

SECTION 2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be called by the board of directors, the president or by the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called, for the purpose or purposes stated in the call of the meeting.

SECTION 2.3 PLACE OF MEETING. The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the office of the registered agent of the corporation in the State of Illinois.

SECTION 2.4 NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange or assets, not less than twenty nor more than sixty days before the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.5 NOTIFICATION OF SHAREHOLDER PROPOSED BUSINESS.

(a) At an annual or special meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To properly bring business before an annual or special meeting of shareholders, timely written notice of such shareholder’s intent to make such proposal or proposals, including the nomination for election of a director, must be received by the corporation in accordance with the deadlines specified in Section 2.5(b) and (c) below. A shareholder’s notice to the secretary shall set forth as to each item of business the shareholder proposes to bring before such meeting: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting; (ii) the name and record address of the shareholder who proposes such business; (iii) the class and number of shares of stock of the corporation beneficially owned by such shareholder; (iv) whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the corporation's stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the corporation's stock (which information shall be updated by such shareholder as of the record date for the meeting, such update to be provided not later than 10 days after the record date for the meeting); (v) a representation that the shareholder intends to appear in person or by proxy at the meeting to introduce the item of business proposed to be brought before the meeting; (vi) a description of all arrangements or understandings between the shareholder and any other person or persons (naming such person or persons) pursuant to which the proposal or proposals are to be made by the shareholder and any material interest of the shareholder in the business being proposed; (vii) in the case of a nomination for election of director, (A) the nominee’s name, age, principal occupation and employment, business and residence addresses and qualifications, (B) a description of all arrangements or understandings between the shareholder and each nominee of the shareholder and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder and (C) the consent of each nominee to be named in any proxy statement and to serve as a director of the corporation if so elected; and (viii) all other information which would be required to be included in a proxy statement filed with the Securities and Exchange Commission if, with respect to any such item of business or nomination, such shareholder were a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) To be timely, written notice of a shareholder’s intent to make a proposal or proposals other than a nomination for election to the board of directors (which notice must satisfy the requirements of Section 2.5(a)) must be given either by personal delivery or by United States mail postage prepaid and received by the secretary of the corporation (i) with respect to an annual meeting of shareholders not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of the date on which such notice or public disclosure of the date of the meeting was given or made, or (ii) with respect to a special meeting of shareholders, not later than the close of business on the tenth day following the day on which the first public disclosure of the date of the special meeting was made. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of shareholder’s notice as described above. The foregoing notice requirements of this Section 2.5(b) shall be deemed satisfied by a shareholder if the shareholder has notified the corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) under the Exchange Act, and such shareholder’s proposal has been included in the notice of meeting given by or at the direction of the board of directors.

(c) To be timely, written notice of a shareholder’s intent to present a nominee for election to the board of directors (which notice must satisfy the requirements of Section 2.5(a)) must be given either by personal delivery or by United States mail postage prepaid and received by the secretary of the corporation (i) with respect to an election to be held at an annual meeting of shareholders, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of the date on which such notice or public disclosure of the date of the meeting was given or made, or (ii) with respect to an election to be held at a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which the first public disclosure of the date of the special meeting was made. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of shareholder’s notice as described above.

(d) The chairman of the meeting may refuse to acknowledge the proposal of any shareholder not made in compliance with this Section 2.5. Notwithstanding anything in the by-laws to the contrary, no business shall be brought before or conducted at an annual or special meeting by a shareholder except in accordance with the procedures set forth in this Section 2.5; provided, however, that nothing in this Section 2.5 shall be deemed to preclude discussion by any shareholder of any business properly brought before a shareholder meeting.

SECTION 2.6 POSTPONEMENT AND ADJOURNMENT OF MEETINGS. Prior to any annual or special meeting of shareholders being called to order, the board of directors may postpone such previously scheduled annual or special meeting of shareholders at any time whether or not a quorum is present without further notice. The board of directors may adjourn any previously scheduled annual or special meeting of shareholders at any time whether or not a quorum is present without further notice.

SECTION 2.7 FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to receive payment of any dividend, or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors of the corporation may fix in advance a record date which shall not be more than sixty days, and for a meeting of shareholders, not less than ten days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than twenty days, before the date of such meeting. If no record date is fixed, the record date for the determination of shareholders shall be the date on which the notice of the meeting is mailed, and the record date for the determination of shareholders for any other purpose shall be the date on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting.

SECTION 2.8 VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of the shareholder, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be open to inspection by any shareholder for any purpose germane to the meeting, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and may be inspected by any shareholder during the whole time of the meeting. The original share ledger or transfer books, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 2.9 QUORUM. The holders of a majority of the votes of shares of the corporation entitled to vote on a matter, present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the votes of the shares represented at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act of the State of Illinois (the “BCA”), the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 2.10 PROXIES. Each shareholder entitled to vote at a meeting of shareholders or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy executed in writing by such shareholder or his or her duly authorized attorney-in-fact, but no such proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 2.11 VOTING OF SHARES. Each outstanding common share shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders. Any preferred stock shall have such rights, voting or otherwise, as shall be determined by the board of directors and as set forth in a certificate of designation filed with the Illinois Secretary of State.

SECTION 2.12 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.

Shares standing in the name of a deceased person, a minor ward or a person under legal disability, may be voted by the administrator, executor or court appointed guardian of such person or such person’s estate, either in person or by proxy without a transfer of such shares into the name of such administrator, executor or court appointed guardian. Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority so to do be contained in the appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

One or more shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a stated duration, which may be perpetual or for a fixed period or may be determined by the occurrence of a stated condition or conditions, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring the subject shares to such trustee or trustees pursuant to the agreement. If the agreement or any amendment thereto does not contain a stated duration, the trust shall terminate ten years after the agreement first became effective, No voting trust agreement shall be effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 2.13 ELIMINATION OF CUMULATIVE VOTING RIGHTS. The holders of all shares of stock having a right to vote in the corporation shall not be entitled to cumulative voting rights in the election of directors of the corporation, or for any other reason or purpose whatsoever.

SECTION 2.14 INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 2.15 ACTION BY SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the shareholders must be effected at a duly called annual or special meeting and may not be effected by any consent in writing by such holders.

SECTION 2.16 VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 3.1 GENERAL POWERS. The business of the corporation shall be managed by its board of directors.

SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be fourteen (14). The number of directors may be increased or decreased (provided, however, that such number shall never be less than nine (9)) from time to time by the amendment of this Section 3.2 by the shareholders or by a resolution adopted by the majority of members of the board of directors as provided in this Section 3.2; but no decrease shall have the effect of shortening the term of any incumbent director. Each director will hold office until the next annual meeting of shareholders or until a successor shall have been elected and qualified.

Directors need not be residents of Illinois or shareholders of the corporation.

Advance notice of shareholder nominations for the election of directors shall be given in the manner provided in Section 2.5 of these by-laws.

SECTION 3.3 RESIGNATION AND REMOVAL. Any director may resign at any time by giving written notice to the board of directors, the president or the secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date. A resignation need not be accepted in order to be effective. Any director may be removed from office in accordance with the BCA.

SECTION 3.4 REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, either immediately before or after the annual meeting of shareholders, or at such time as may be determined by the board of directors. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.5 SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the chairman of the board of directors, president or a majority of the then acting directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 3.6 NOTICE. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice to each director at his or her business address. If mailed, notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 3.7 QUORUM. A majority of the number of directors then in office, but in no event less than a majority of the minimum number of directors fixed by these by-laws, shall constitute a quorum for the transaction of business at any meeting of the board of directors; provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice.

SECTION 3.8 MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 3.9 VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the authorized number of directors may be filled at an annual or special meeting of shareholders called for that purpose or, if such vacancy arises between meetings of shareholders, such vacancy may only be filled by a majority vote of the directors then in office, though not less than a quorum. A director elected by the shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected. A director appointed to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.

SECTION 3.10 ACTION WITHOUT A MEETING. Any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors, or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the directors or all the members of the committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State or with anyone else.

SECTION 3.11 COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and of committees thereof. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.12 COMMITTEES. The board of directors, by resolution, may create one or more committees and appoint members of the board of directors to serve on the committee or committees. Each committee shall have two or more members, who shall serve at the pleasure of the board of directors. Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of these by-laws or action by the board of directors, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor. To the extent specified by the board of directors, each committee may exercise all the authority of the board of directors in the management of the corporation as permitted by the BCA. Each committee shall keep regular minutes of its proceedings and report the same to the board of directors.

SECTION 3.13 TELEPHONE CONFERENCE MEETINGS. Members of the board of directors may participate in and act at any meeting of the board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by means of such equipment shall constitute attendance and presence in person at such meeting.

ARTICLE IV

OFFICERS

SECTION 4.1 NUMBER. The officers of the corporation shall be the president, one or more executive vice-presidents, senior vice-presidents and vice-presidents (the number thereof to be determined by the board of directors), a treasurer, a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary; provided, however, that in cases where all of the shares of the corporation are owned of record by one shareholder and these by-laws provide that the number of directors shall be one, the offices of president and secretary may be held by the same person.

SECTION 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until the death, resignation, or removal (in the manner hereinafter provided) of such officer. Election of an officer shall not of itself create contract rights.

SECTION 4.3 REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.4 [RESERVED]

SECTION 4.5 PRESIDENT. The president shall be the chief executive officer of the corporation. Subject to the control of the board of directors, he shall in general supervise the business and affairs of the corporation and he shall see that resolutions and directions of the board of directors are carried into effect except when that responsibility is specifically assigned to some other person by the board of directors. Unless there is a chairman of the board elected by the board from among its members who is present and who has the duty to preside, the president shall preside at all meetings of the shareholders and, if a director, at all meetings of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws or where otherwise required by law, the president may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed or the execution of which is in the ordinary course of the corporation’s business, and he may accomplish such execution either under or without the seal of the corporation and either alone or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors or these by-laws. In general, he shall perform all duties incident to the office of president and such other duties as from time to time may be prescribed by the board of directors.

SECTION 4.6 THE VICE-PRESIDENTS. The executive vice-president, senior vice-president, or vice-president (or in the event there be more than one executive vice-president, senior vice-president or vice-president, each of the executive vice-presidents, senior vice-presidents or vice-presidents (collectively the “vice-presidents”)) shall assist the president in the discharge of the president’s duties as the president may direct and shall perform such other duties as from time to time may be assigned by the president or by the board of directors. In the president’s absence, inability or refusal to act, the executive vice-president, senior vice-president or vice-president (or in the event there be more than one executive vice-president, senior vice-president or vice-president, each of the executive vice-presidents, senior vice-presidents or vice-presidents in the order designated by the board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of seniority of tenure of the executive vice-president, the senior vice-president or vice-president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, the vice-presidents (or each of them if there is more than one) may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and may further accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors according to the requirements of the form of the instrument.

SECTION 4.7 THE TREASURER. The treasurer shall have charge and custody of all funds and securities of the corporation, and be responsible therefor and for the receipt and disbursement thereof; and perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of all duties in such sum and with such surety or sureties as the board of directors may determine.

SECTION 4.8 THE SECRETARY. The secretary shall: (a) record the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have general charge of the stock transfer books of the corporation; and (g) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors.

SECTION 4.9 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates or shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 4.10 SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS DEPOSITS

SECTION 5.1 CONTRACTS. The board of directors may authorize any officer, officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 5.2 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 5.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

SECTION 6.1 GENERALLY. The corporation shall have power to indemnify any persons who were or are parties or are threatened to be made parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that they are or were directors, officers, employees or agents of the corporation, or are or were serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The corporation shall have the power to indemnify any persons who were or are parties or are threatened to be made parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that they are or were directors, officers, employees or agents of any subsidiary corporation or corporations (individually the “subsidiary” and collectively the “subsidiaries”) against expenses, (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation and/or the respective subsidiary or subsidiaries, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the persons did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation, a subsidiary or the subsidiaries, as the case may be, and with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was unlawful.

SECTION 6.2 DERIVATIVE ACTIONS. The corporation shall have power to indemnify any persons who were or are parties or are threatened to be made parties to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that they are or were directors, officers, employees or agents of the corporation, or are or were serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such persons are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The corporation shall have the power to indemnify any person or persons who were or are parties or are threatened to be made parties to any threatened, pending or completed action or suit by or in the or right of any of the subsidiaries to procure a judgment in its favor by reason of the fact that such persons are or were directors, officers, employees or agents of any one or more of the subsidiaries, or are or were serving at the request of the corporation as directors, officers, employees or agents of such subsidiary or subsidiaries, against expenses (including attorneys’ fees), actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a matter they reasonably believe to be in or not opposed to the best interests of the subsidiary or subsidiaries, as the case may be, except that no indemnification shall be made with respect to any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to the subsidiary or subsidiaries, as the case may be, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all of the circumstances of the case, such persons are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

SECTION 6.3 MANDATORY INDEMNIFICATION. To the extent that a present or former director, officer or employee of the corporation, or any subsidiary or subsidiaries, as the case may be, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

SECTION 6.4 FIDUCIARY DUTY. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 8.65 of the BCA, as the same exists or hereafter may be amended, or (d) for any transaction from which the director derived an improper personal benefit.

SECTION 6.5 AUTHORIZATION. Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Sections 6.1 and 6.2. Such determination shall be made (a) by the board of directors by a majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of directors designated by a majority vote of the directors, even though less than a quorum, (c) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or (d) by the shareholders.

SECTION 6.6 EXPENSES. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount, if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the corporation as authorized in these by-laws.

SECTION 6.7 NONEXCLUSIVE. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this article.

ARTICLE VII

CERTIFICATES FOR SHARES
AND THEIR TRANSFER

SECTION 7.1 CERTIFICATES FOR SHARES. Shares of the corporation’s stock may be certificated or uncertificated. Any certificates representing shares of the corporation shall be signed by the chairman of the board of directors, if any, or the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary and may be sealed with the seal, or a facsimile of seal, of the corporation. If any certificate is countersigned by a transfer agent or a registrar, other than the corporation itself or its employee, any other signatures or countersignature on the certificate may be facsimile.

If the corporation is authorized and does issue shares of more than one class, every certificate representing shares issued by the corporation shall set forth on the face or back of the certificate a full summary or statement of all of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights of the shares of each class authorized to be issued. If the corporation is authorized to issue any preferred or special class in series, such shares may be certificated or uncertificated. Any certificate representing such shares issued by the corporation shall set forth on the face or back of the certificate a full summary or statement of all of the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. Such statement may be omitted from any certificate if it shall be set forth upon the face or back of the certificate that such statement, in full, will be furnished by the corporation to any shareholder upon request and without charge.

Any certificate representing shares shall also state that the corporation is organized under the laws of the State of Illinois; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement that such shares are without par value. Any certificate representing shares shall be consecutively numbered or otherwise identified.

The name and address of each shareholder, the number and class of shares held and the date on which any certificates for shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. No certificate shall be issued for any share until such share is fully paid.

SECTION 7.2 LOST CERTIFICATES. If a certificate representing shares of the corporation is alleged to have been lost, stolen or destroyed, the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued. In connection with the issuance of any such new certificate, the board of directors may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to provide such indemnification, and may impose such other reasonable requirements, as the shall deem necessary or desirable.

SECTION 7.3 TRANSFERS OF SHARES. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall begin on January 1 and end on December 31 of each year.

ARTICLE IX

DIVIDENDS

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding and treasury shares in such manner and upon such terms and conditions as provided by law and the articles of incorporation.

ARTICLE X

SEAL

The corporate seal, if any, shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given under these by-laws or under the provisions of the articles of incorporation or under the provisions of the BCA, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS

The power to make, alter, amend, or repeal the by-laws of the corporation shall be vested in the shareholders or the board of directors by a resolution adopted by a majority of the board of directors. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made by and between WINTRUST FINANCIAL CORPORATION (“Wintrust”), a bank holding company, and Timothy S. Crane, an individual resident in the State of Illinois (“Executive”), as of January 26, 2023.

WITNESSETH THAT:

WHEREAS, Wintrust and Executive are parties to an Employment Agreement, by and between Wintrust and Executive, as of August 11, 2008 and amended as of January 1, 2009 (the “Prior Agreement”);

WHEREAS, Wintrust is a bank holding company;

WHEREAS, Executive has particular expertise and knowledge concerning the business of Wintrust and its operations and has been a valued member of Wintrust’s senior management;

WHEREAS, by virtue of Executive’s employment with Wintrust, Executive has become acquainted with certain confidential information regarding the services, customers, methods of doing business, strategic plans, marketing, and other aspects of the business of Wintrust or its Affiliates;

WHEREAS, the Board of Directors of Wintrust (the “Board”) has determined it to be in the best interests of Wintrust for Executive to be promoted to the position of President and Chief Executive Officer of Wintrust;

WHEREAS, Wintrust and Executive desire to enter into this Agreement for the purpose of setting forth the terms and conditions applicable to Executive’s employment effective as of May 1, 2023 (the “Effective Date”) and this Agreement is intended by the parties to supersede all previous agreements and understanding, whether written or oral, concerning such employment (including the Prior Agreement).

NOW THEREFORE, in consideration of the covenants and agreements contained herein, of Executive’s employment, of the compensation to be paid by Wintrust for Executive’s services, and of Wintrust’s other undertakings in this Agreement, the parties hereto do hereby agree as follows:

1.             Scope of Employment. Executive will be employed as President and Chief Executive Officer of Wintrust and shall perform such duties as may be assigned to Executive by the Board in its discretion. Executive agrees that during Executive’s employment Executive will be subject to and abide by the written policies and practices of Wintrust. Executive also agrees to assume such new or additional positions and responsibilities as Executive may from time to time be assigned for or on behalf of Wintrust or any Affiliate. Notwithstanding the foregoing, during the Term (as defined in Section 8 herein) of this Agreement, Executive will not be required, without Executive’s consent, to move Executive’s principal business location to another location more than a 35-mile radius from Executive’s principal business location. For purposes of this Agreement, the term “Affiliate” shall include but not be limited to the entities listed in Exhibit A to this Agreement and any subsidiary of any of such entities and shall further include any present or future affiliate of any of them as defined by the rules and regulations of the Federal Reserve Board. In the event Executive performs services for any Affiliate in addition to serving as President and Chief Executive Officer of Wintrust, the provisions of this Agreement shall also apply to the performance of such services by Executive on behalf of any Affiliate.

2.             Compensation and Benefits. Executive will be paid such base salary as may from time to time be agreed upon between Executive and Wintrust. Executive will be entitled to coverage under such compensation plans, insurance plans and other fringe benefit plans and programs as may from time to time be established for employees of Wintrust and its Affiliates in accordance with the terms and conditions of such plans and programs. Executive shall also be eligible to participate in the Wintrust Financial Corporation 2022 Stock Incentive Plan or any successor plan thereto.

3.             Extent of Service. Executive shall devote Executive’s entire time, attention and energies to the business of Wintrust during the Term, but this shall not be construed as preventing Executive from: (a) investing Executive’s personal assets in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the corporations, partnerships and other entities in which such investments are made and in which Executive’s participation is solely that of an investor (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers); (b) engaging (whether or not during normal business hours) in any other business, professional or civic activities, provided that the Board approves of such activities and Executive’s engagement does not result in a violation of Executive’s covenants under this Section or Sections 4 or 5 hereof; or (c) accepting appointments to the boards of directors of other companies, provided that the Board approves of such appointments and Executive’s performance of Executive’s duties on such boards does not result in a violation of Executive’s covenants under this Section or Sections 4 or 5 hereof.

4.             Non-Competition. Other than in connection with Executive’s performance of Executive’s duties hereunder, during the period in which Executive performs services for Wintrust and for a period of two years after termination of Executive’s employment with Wintrust, regardless of the reason, Executive shall not compete with Wintrust or its Affiliates, directly or indirectly, either alone or in conjunction with any other person, firm, association, company or corporation, by engaging in activities including but not limited to:

(a)           serving as an owner, principal, senior manager, or in a position comparable to that held by Executive at any time during Executive’s employment with Wintrust, for a bank or other financial institution (or any branch or affiliate thereof) which offers to its customers any of the services provided by Wintrust or its Affiliates and which operates in the Market Area;

(b)           soliciting or conducting business which involves any of the services provided by Wintrust or its Affiliates from or with any person, corporation or other entity which was (i) a customer of Wintrust or any Affiliate with whom Executive had direct or indirect contact while employed by Wintrust or about whom Executive obtained Confidential Information during the fifteen months prior to the termination of Executive’s employment with Wintrust, or (ii) a potential customer with whom Wintrust or any Affiliate has, at the time of Executive’s termination of employment with Wintrust, an outstanding oral or written proposal to provide any of the services provided by Wintrust or its Affiliates and with whom Executive had direct or indirect contact while employed by Wintrust;

(c)           requesting, advising or directly or indirectly inviting any of the existing customers, suppliers or service providers of Wintrust or any Affiliate to withdraw, curtail or cancel its business with Wintrust or any Affiliate, other than through mass mailings or general advertisements not specifically directed at customers of Wintrust or any Affiliate;

(d)           hiring, soliciting, inducing or attempting to solicit or induce any employee, consultant, or agent of Wintrust or any Affiliate (i) to terminate his employment or association with Wintrust or any Affiliate or (ii) to become employed by or serve in any capacity by a bank or other financial institution which operates or is planned to operate in the Market Area; or

(e)            in any way participating in planning or opening a bank or other financial institution which operates or is intended to operate in the Market Area.

For the purposes of this Agreement, the “Market Area” of Wintrust or of an Affiliate shall be the area within a 10-mile radius of the principal office and branches of Wintrust or of any Affiliate.

Notwithstanding the foregoing, Executive shall not be prevented from: (i) investing or owning shares of stock of any corporation engaged in any business, provided that such shares are regularly traded on a national securities exchange or any over-the-counter market; (ii) retaining any shares of stock in any corporation which Executive owned prior to the date of Executive’s employment with Wintrust (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers); or (iii) investing as a limited partner (without decision-making authority) in any private equity fund, provided that Executive’s involvement in such investment is solely that of a passive investor (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers).

5.             Confidential Information.

(a)            General. Executive acknowledges that, during Executive’s employment with Wintrust, Executive has obtained and will obtain access to Confidential Information of and for Wintrust or its Affiliates. For purposes of this Agreement, “Confidential Information” shall mean information not generally known or available without restriction to the trade or industry, including, without limitation, the following categories of information and documentation: (a) documentation and information relating to lending customers of Wintrust or any Affiliate, including, but not limited to, lists of lending clients with their addresses and account numbers, credit analysis reports and other credit files, outstanding loan amounts, repayment dates and instructions, information regarding the use of the loan proceeds, and loan maturity and renewal dates; (b) documentation and information relating to depositors of Wintrust or any Affiliate, including, but not limited to, lists of depositors with their addresses and account numbers, amounts held on deposit, types of depository products used and the number of accounts per customer; (c) documentation and information relating to trust customers of Wintrust or any Affiliate, including, but not limited to, lists of trust customers with their addresses and account numbers, trust investment management contracts, identity of investment managers, trust corpus amounts, and grantor and beneficiary information; (d) documentation and information relating to investment management clients of Wintrust or any Affiliate, including, but not limited to, lists of investors with their addresses, account numbers and beneficiary information, investment management contracts, amount of assets held for management, and the nature of the investment products used; (e) the identity of actual or potential customers of Wintrust or any Affiliate, including lists of the same; (f) the identity of suppliers and service providers of Wintrust or any Affiliate, including lists of the same and the material terms of any supply or service contracts; (g) marketing materials and information regarding the products and services offered by Wintrust or any Affiliate and the nature and scope of use of such marketing materials and product information; (h) policy and procedure manuals and other materials used by Wintrust or any Affiliate in the training and development of its employees; (i) identity and contents of all computer systems, programs and software utilized by Wintrust or any Affiliate to conduct its operations and manuals or other instructions for their use; (j) minutes or other summaries of Board or other department or committee meetings held by Wintrust or any Affiliate; (k) the business and strategic growth plans of Wintrust or any Affiliate; and (l) confidential communication materials provided for shareholders of Wintrust or any Affiliate. Absent prior authorization by Wintrust, as required in Executive’s duties for Wintrust or as expressly contemplated by Section 5(b), Executive will not at any time, directly or indirectly, use, permit the use of, disclose or permit the disclosure to any third party of any such Confidential Information to which Executive will be provided access. These obligations apply both during Executive’s employment with Wintrust and shall continue beyond the termination of Executive’s employment and this Agreement.

(b)           Protected Rights. Notwithstanding the foregoing, nothing in this Agreement or otherwise will prohibit or restrict Executive from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority. Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As a result, Wintrust and Executive shall have the right to disclose trade secrets in confidence to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Each of Wintrust and Executive also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with that right or to create liability for disclosures of trade secrets that are expressly allowed by the foregoing.

6.             Inventions. All discoveries, designs, improvements, ideas, and inventions, whether patentable or not, relating to (or suggested by or resulting from) products, services, or other technology of Wintrust or any Affiliate or relating to (or suggested by or resulting from) methods or processes used or usable in connection with the business of Wintrust or any Affiliate that may be conceived, developed, or made by Executive during employment with Wintrust (hereinafter “Inventions”), either solely or jointly with others, shall automatically become the sole property of Wintrust or an Affiliate. Executive shall immediately disclose to Wintrust all such Inventions and shall, without additional compensation, execute all assignments and other documents deemed necessary to perfect the property rights of Wintrust or any Affiliate therein. These obligations shall continue beyond the termination of Executive’s employment with respect to Inventions conceived, developed, or made by Executive during employment with Wintrust. The provisions of this Section 6 shall not apply to any Invention for which no equipment, supplies, facility, or trade secret information of Wintrust or any Affiliate is used by Executive and which is developed entirely on Executive’s own time, unless (a) such Invention relates (i) to the business of Wintrust or an Affiliate or (ii) to the actual or demonstrably anticipated research or development of Wintrust or an Affiliate, or (b) such Invention results from work performed by Executive for Wintrust.

7.             Remedies. Executive acknowledges that compliance with the terms of this Agreement is necessary to protect the Confidential Information and goodwill of Wintrust and its Affiliates and that any breach by Executive of this Agreement will cause continuing and irreparable injury to Wintrust and its Affiliates for which money damages would not be an adequate remedy. Executive acknowledges that all Affiliates are and are intended to be third party beneficiaries of this Agreement. Executive acknowledges that Wintrust and any Affiliate shall, in addition to any other rights or remedies they may have, be entitled to injunctive relief for any breach by Executive of any part of this Agreement. This Agreement shall not in any way limit the remedies in law or equity otherwise available to Wintrust and its Affiliates.

8.             Term of Agreement. Unless terminated sooner as provided in Section 9, the initial term of Executive’s employment pursuant to this Agreement (“Initial Term”) shall be three years, commencing on the Effective Date. After the Initial Term, this Agreement shall be extended automatically for successive one-year terms, unless either Executive or Wintrust gives contrary written notice not less than 60 days in advance of the expiration of the Initial Term or any succeeding term of this Agreement or unless terminated sooner as provided in Section 9. Notwithstanding the foregoing, if at any time during the Initial Term or any successive one-year term there is a Change in Control (as defined below), then upon the first occurrence of such a Change in Control, the Initial Term or the successive one-year term of this Agreement (whichever is in effect as of the date of the Change in Control) shall automatically extend for the greater of: (a) the amount of time remaining on the Initial Term if such first occurrence of a Change in Control occurs during the Initial Term, or (b) two years from the date of such first occurrence of a Change in Control. In the event that the Initial Term or any successive one-year term is extended due to such a Change in Control, such extension shall further be extended automatically for successive one-year terms unless either Executive or Wintrust gives contrary written notice not less than 60 days in advance of the expiration of the extension of this Agreement or unless terminated sooner as provided in Section 9. The Initial Term, together with any extension thereof in accordance with this Section 8, shall be referred to herein as the “Term.”

9.             Termination of Employment.

(a)            General Provisions. Executive’s employment may be terminated by Wintrust at any time for any reason, with or without cause, and, except as otherwise provided in this Section 9, any and all of Wintrust’s obligations under this Agreement shall terminate, other than Wintrust’s obligation to pay Executive, within 30 days of Executive’s termination of employment, the full amount of any earned but unpaid base salary and accrued but unpaid vacation pay earned by Executive pursuant to this Agreement through and including the date of termination and to observe the terms and conditions of any plan or benefit arrangement which, by its terms, survives such termination of Executive’s employment. The payments to be made under this Section 9(a) shall be made to Executive, or in the event of Executive’s death, to such beneficiary as Executive may designate in writing to Wintrust for that purpose, or if Executive has not so designated, then to the spouse of Executive, or if none is surviving, then to the estate of Executive. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect.

(b)           Termination Due to Death.

(i)             Payment. If Executive should die during the Term, which event shall result in the termination of Executive’s employment, Wintrust shall pay Executive an amount equal to three times (3x) the sum of (A) Executive’s base annual salary in effect at the time of Executive’s death plus (B) an amount equal to Executive’s Target Cash Bonus for the year in which Executive’s death occurs and Executive’s Target Stock Bonus for the year in which Executive’s death occurs, in a lump sum within 30 days following the date of Executive’s death.

(ii)            Reduction of Payment Due To Life Insurance Benefits. The amount to be paid to Executive pursuant to this Section 9(b) shall be reduced by the amount of any life insurance benefit payments paid or payable to Executive from policies of insurance maintained and/or paid for by Wintrust; provided that in the event the life insurance benefits exceed the amount to be paid to Executive pursuant to this Section 9(b), Executive shall remain entitled to receive the excess life insurance payments. Executive will cooperate with Wintrust in order to enable Wintrust to pay for a policy or policies of life insurance on the life of Executive.

(iii)           Beneficiary. The payments to be made under this Section 9(b) shall be made to such beneficiary as Executive may designate in writing to Wintrust for this purpose, or if Executive has not so designated, then to the spouse of Executive, or if none is surviving, then to the estate of Executive.

(i)             Payment. If Executive should suffer a Permanent Disability (as defined below) during the Term, Wintrust shall have the right to terminate Executive’s employment. In such event, Wintrust shall pay Executive an amount equal to three times (3x) the sum of (A) Executive’s base annual salary in effect at the time of Executive’s permanent disability plus (B) an amount equal to Executive’s Target Cash Bonus for the year in which Executive’s permanent disability occurs and Executive’s Target Stock Bonus for the year in which Executive’s permanent disability occurs. Such amount shall be paid to Executive ratably over a 36-month period beginning on the first payroll period following such termination and on each payroll period thereafter during the 36-month period.

(ii)            Reduction of Payment Due To Long Term Disability Insurance Benefits. The amount to be paid to Executive pursuant to this Section 9(c) shall be reduced by the amount of any long-term disability benefit payments paid or payable to Executive during such payment period from policies of insurance maintained and/or paid for by Wintrust; provided that in the event the long-term disability benefits exceed the amount to be paid to Executive pursuant to this Section 9(c), Executive shall remain entitled to receive the excess long-term disability insurance payments.

(iii)             Reduction of Payment Due To Earned Income. The amount to be paid to Executive pursuant to this Section 9(c) shall also be reduced by any income earned by Executive during the 36-month period following the Executive’s termination of employment, whether paid to Executive immediately or deferred until a later date, from employment of any sort, including without limitation full, part time or temporary employment or work as an independent contractor or as a consultant; provided that, if Executive was a member of the board of directors of another company at the time of Executive’s termination, the amount to be paid to Executive pursuant to this Section 9(c) shall not be reduced by any income earned by Executive during such 36-month period due to Executive’s continued service in such capacity. Notwithstanding the foregoing, the amount to be paid to Executive pursuant to this Section 9(c) shall be not less than an amount to provide Executive with a gross monthly payment of $8,333.34 during the 36-month period following Executive’s termination due to Permanent Disability. Executive agrees to promptly notify Wintrust if Executive obtains employment of any sort during the 36-month post-termination period and to provide Wintrust with a copy of any W-2 or 1099 forms or other payroll or income records and a summary of contributions received under any deferred compensation arrangement.

(iv)          Continued Participation In Benefit Plans. In the event of termination due to a Permanent Disability, Executive’s or Executive’s dependents’ participation in any medical, health, accident, disability, death, life insurance or similar plan in which Executive was participating immediately prior to termination shall continue (to the extent Executive and Executive’s dependents are eligible to participate in such plans pursuant to the terms of such plans) for the period in which payments are being made under this Section 9(c) at Wintrust’s expense (subject to any normal employee contributions, if any), although any continuation of health coverage shall count toward the “COBRA” continuation of coverage period.

(d)           Termination Without Cause or Constructive Termination.

(i)            Payment. In the event Executive’s employment is terminated without Cause by Wintrust or Executive suffers a Constructive Termination (each, as defined below), in each case during the Term, other than upon the expiration of the Term, Wintrust shall pay to Executive the amount equal to three times (3x) the sum of (A) Executive’s base annual salary in effect at the time of Executive’s termination plus (B) an amount equal to Executive’s Target Cash Bonus for the year in which the termination occurs and Executive’s Target Stock Bonus for the year in which the termination occurs (collectively, the “Termination Severance Pay”). The Termination Severance Pay shall be paid ratably over a 36-month period beginning on the first payroll period following such termination (the “Severance Period”) and on each payroll period thereafter during the Severance Period.

(ii)           Reduction of Payment Due To Earned Income. The Termination Severance Pay shall also be reduced by any income earned by Executive during the Severance Period, whether paid to Executive immediately or deferred until a later date, from employment of any sort, including without limitation full, part time or temporary employment or work as an independent contractor or as a consultant; provided that, if Executive was a member of the board of directors of another company at the time of Executive’s termination, the Termination Severance Pay shall not be reduced by any income earned by Executive during the Severance Period due to Executive’s continued service in such capacity. Notwithstanding the foregoing, the Termination Severance Pay shall not be less than an amount to provide Executive with a gross monthly payment of $8,333.34 during the Severance Period. Executive agrees to promptly notify Wintrust if Executive obtains employment of any sort during the Severance Period and to provide Wintrust with a copy of any W-2 or 1099 forms or other payroll or income records and a summary of any contributions received under any deferred compensation arrangement.

(iii)          Company-Paid Health Insurance. In the event of Executive’s termination pursuant to this Section 9(d), from the termination date through the earliest of (A) the date on which Executive becomes eligible for coverage under another group health insurance plan with no pre-existing condition limitation or exclusion, or (B) the date on which Executive becomes entitled to benefits under Medicare, Executive (and any qualified dependents) shall be entitled to group health insurance coverage. Such coverage shall be provided, at the option of Wintrust, either (x) under the Wintrust group health insurance plan for employees (as such plan is then in effect and as it may be amended at any time and from time to time during the period of coverage) in which Executive was participating immediately prior to termination, at Wintrust’s expense, subject to any normal employee contributions, if any; or (y) under an individual health insurance policy having coverage similar to that provided by the Wintrust group health insurance plan for employees (as such plan is then in effect and as it may be amended at any time and from time to time during the period of coverage), at Wintrust’s expense. The period during which Executive is being provided with health insurance under this Agreement shall be credited against Executive’s period of COBRA coverage, if any. Executive shall promptly notify Wintrust if, prior to the expiration of the maximum period of COBRA coverage, Executive becomes eligible for coverage under another group health plan with no pre-existing condition limitation or exclusion or Executive becomes entitled to benefits under Medicare.

(e)           Voluntary Termination. Executive may voluntarily terminate employment during the Term by a delivery to Wintrust of a written notice at least 60 days in advance of the termination date. If Executive voluntarily terminates employment prior to the expiration of the Term, any and all of Wintrust’s obligations under this Agreement shall terminate immediately, except for Wintrust’s obligations contained in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect.

(f)             Termination For Cause. If Executive is terminated for Cause as determined by the written resolution of the Board or the Compensation Committee or any successor committee of the Board, all obligations of Wintrust shall terminate immediately, except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect.

(g)            Termination Upon Change In Control.

(i)             Payment. In the event that within 18 months after a Change in Control: (A) Executive’s employment is terminated without Cause prior to the expiration of the Term or (B) Executive suffers a Constructive Termination prior to the expiration of the Term, Wintrust (or the successor thereto) shall pay to Executive the Termination Severance Pay within 30 days following the date of Executive’s termination or Constructive Termination; provided, however, that if such Change in Control is not a “change in control event,” within the meaning of Section 409A of the Code, then such Termination Severance Pay shall be paid at the same time and in the same form as set forth in Section 9(d)(i).

(ii)            Company-Paid Health Insurance. In the event Executive becomes entitled to payments under this Section 9(g), from the termination date through the earliest of (A) the date on which Executive becomes eligible for coverage under another group health insurance plan with no pre-existing condition limitation or exclusion, or (B) the date on which Executive becomes entitled to benefits under Medicare, Executive (and any qualified dependents) shall be entitled to group health insurance coverage. Such coverage shall be provided, at the option of Wintrust, either (x) under the Wintrust group health insurance plan for employees (as such plan is then in effect and as it may be amended at any time and from time to time during the period of coverage) in which Executive was participating immediately prior to termination, at Wintrust’s expense, subject to any normal employee contributions, if any; or (y) under an individual health insurance policy having coverage similar to that provided by the Wintrust group health insurance plan for employees (as such plan is then in effect and as it may be amended at any time and from time to time during the period of coverage), at Wintrust’s expense. The period during which Executive is being provided with health insurance under this Agreement shall be credited against Executive’s period of COBRA coverage, if any. Executive shall promptly notify Wintrust if, prior to the expiration of the maximum period of COBRA coverage, Executive becomes eligible for coverage under another group health plan with no pre-existing condition limitation or exclusion or Executive becomes entitled to benefits under Medicare.

(h)           Definitions.

(i)            “Adjusted Total Compensation” means the aggregate base salary earned by Executive plus the dollar value of all perquisites (e.g., Wintrust-provided car, club dues and supplemental life insurance) as estimated by Wintrust in respect of Executive for the relevant 12-month period. Adjusted Total Compensation shall exclude any Cash Bonus, Stock Bonus, or other bonus payments paid or earned by Executive.

(ii)           “Cash Bonus” means any cash bonus amounts that are included in Executive’s annual bonus plan, as approved in writing by the Board or the Compensation Committee or any successor committee of the Board. Any cash bonuses that are not included in such annual bonus plan shall not be considered to be Cash Bonuses.

(iii)          “Cause” means Executive’s (i) failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Board which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) conviction of a felony; (iv) defalcation or acts of gross or willful misconduct resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) being required to be terminated from Executive’s position with Wintrust (or any Affiliate for which Executive is also providing services) pursuant to any written order from any regulatory agency or body; or (vii) engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

(iv)          “Change in Control” means a “Change in Control” as defined in the Wintrust Financial Corporation 2022 Stock Incentive Plan.

(v)           “Constructive Termination” means (A) a material reduction by Wintrust in the duties and responsibilities of Executive or (B) a reduction by Wintrust of Executive’s “Adjusted Total Compensation” to (1) less than seventy-five percent (75%) of the Adjusted Total Compensation of Executive for the 12-month period ending as of the last day of the month immediately preceding the month in which the Constructive Termination occurs; or (2) less than seventy-five percent (75%) of Executive’s Adjusted Total Compensation for the 12-month period ending as of the last day of the month preceding the Effective Date, whichever is greater; provided, however, that Executive will not be deemed to have incurred a reduction by Wintrust of Executive’s Adjusted Total Compensation if there is a general reduction in base salaries and/or perquisites applicable to the President, Chief Executive Officer and all Executive Vice Presidents of Wintrust; provided, further, that, within 18 months following a Change in Control, a Constructive Termination shall have the same meaning as set forth herein, with the following modifications: (x) a Constructive Termination shall be deemed to have occurred if after a Change in Control, Executive’s Adjusted Total Compensation is reduced to less than (1) 100% of the Adjusted Total Compensation of Executive for the 12-month period ending as of the last day of the month immediately preceding the month in which the Constructive Termination occurs or (2) 100% percent of Executive’s Adjusted Total Compensation for the 12-month period ending as of the last day of the month preceding the Effective Date, whichever is greater; (y) a Constructive Termination shall also be deemed to have occurred if after a Change in Control, Wintrust (or the successor thereto) delivers written notice to Executive that it will continue to employ Executive but will reject this Agreement (other than due to the expiration of the Term); and (z) the first proviso in the definition of Constructive Termination shall not be applicable to a Constructive Termination within 18 months following a Change in Control. Notwithstanding the foregoing, the occurrence of any such condition set forth in the preceding sentence shall not constitute Constructive Termination unless Executive provides notice to Wintrust of the existence of such condition not later than 90 days after the initial existence of such condition, Wintrust fails to remedy such condition within 30 days after receipt of such notice, and Executive actually resigns from employment with Wintrust within 30 days after the expiration of the 30-day remedy period without remedy. A Constructive Termination does not include termination for Cause, termination without Cause, or termination due to a Permanent Disability.

(vi)          “Permanent Disability” means any mental or physical illness, disability or incapacity that renders Executive unable to perform Executive’s duties hereunder where (x) such illness, disability or incapacity has been determined to exist by a physician selected by Wintrust or (y) Wintrust has reasonably determined, based on such physician’s advice, that such illness, disability or incapacity will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. Executive shall cooperate in all respects with Wintrust if a question arises as to whether he has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by Wintrust and authorizing such physician or other health care specialist to discuss Executive’s condition with Wintrust).

(vii)         “Stock Bonus” means any restricted shares that are included in Executive’s annual bonus plan, as approved in writing by the Board or the Compensation Committee or any successor committee of the Board. Any bonuses in the form of restricted shares that are not included in such annual bonus plan shall not be considered to be Stock Bonuses. The value of the Stock Bonuses shall be determined as of the date they are awarded or granted to Executive.

(i)             Executive’s right to any amounts under Sections 9(c), 9(d) or 9(g) shall be contingent upon (i) Executive having executed and delivered to Wintrust a release in such form as provided by the Company not later than the date set forth in the release (but in no event more than 45 days after the date of termination) (the “Consideration Period”), (ii) Executive not revoking such release in accordance with the terms of the release and (ii) Executive not violating any of Executive’s on-going obligations under this Agreement; provided, however, that Wintrust has the discretion to pay to Executive such amounts prior to Wintrust’s receipt of the release and/or the expiration of the release revocation period; provided further that if Executive does not execute and deliver a release to Wintrust prior to the expiration of the Consideration Period or if Executive revokes the release in accordance with its terms, Executive shall pay to Wintrust within 10 days following the expiration of the Consideration Period or the date such release was revoked, a lump sum payment of all amounts under Sections 9(c), 9(d) or 9(g) received by Executive to date.

(j)             The payment of amounts under Sections 9(c), 9(d) or 9(g) to Executive shall be liquidated damages for and in full satisfaction of any and all claims Executive may have relating to or arising out of Executive’s employment and termination of employment by Wintrust, any and all claims Executive may have relating to or arising out of this Agreement and the termination thereof and any and all claims Executive may have arising under any statute, ordinance or regulation or under common law. Executive expressly acknowledges and agrees that, except for whatever claim Executive may have to amounts under Sections 9(c), 9(d) or 9(g), Executive shall not have any claim for damages or other relief of any sort relating to or arising out of Executive’s employment or termination of employment by Wintrust or relating to or arising out of this Agreement and the termination thereof.

(k)             Upon termination of employment with Wintrust for any reason, Executive shall promptly deliver to Wintrust all writings, records, data, memoranda, contracts, orders, sales literature, price lists, client lists, data processing materials, and other documents, whether or not obtained from Wintrust or any Affiliate, which pertain to or were used by Executive in connection with Executive’s employment by Wintrust or which pertain to any Affiliate, including, but not limited to, Confidential Information, as well as any automobiles, computers or other equipment which were purchased or leased by Wintrust for Executive.

(l)             Notwithstanding anything in this Agreement to the contrary, if any payment required to be paid under this Agreement, when considered either alone or with other payments paid or imputed to the Executive from Wintrust or an Affiliate that would be deemed “excess parachute payments” under Section 280G(b)(1) of the Code, is deemed by Wintrust to be a “parachute payment” under Section 280G(b)(2) of Code, then the amount of such “parachute payments” shall 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 Amount”). Provided, however, the preceding sentence shall not apply if the sum of (A) the “parachute payments” less (B) the amount of excise tax payable by the Executive under Section 4999 of the Code with respect to amounts that would be deemed to be “excess parachute payments” under Section 280G(b)(1) of the Code, is greater than the Reduced Amount. The decision of Wintrust (based upon the recommendations of its tax counsel and accountants) as to the characterization of payments as parachute payments, the value of parachute payments, the amount of excess parachute payments, and the payment of the Reduced Amount shall be final. The reduction of parachute payments, if any, shall be made by reducing first any parachute payments that are exempt from Section 409A of the Code and then reducing any parachute payments subject to Section 409A of the Code in the reverse order in which such parachute payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time).

10.           Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or any Affiliate, or the officers, directors, employees or agents of Wintrust or any Affiliate in their capacity as such or otherwise, or that Wintrust, or any Affiliate may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if either party is found to have violated any material terms of this Agreement, such party shall reimburse the other party for the entire amount of reasonable attorneys’ fees incurred by the non-breaching party as a result of the dispute hereunder, in addition to the payment of any damages awarded to the non-breaching party.

11.           General Provisions.

(a)             All provisions of this Agreement are intended to be interpreted and construed in a manner to make such provisions valid, legal, and enforceable. To the extent that any Section of this Agreement or any word, phrase, clause, or sentence hereof is deemed by any court to be illegal or unenforceable, such word, clause, phrase, sentence, or Section shall be deemed modified, restricted, or omitted to the extent necessary to make this Agreement enforceable. Without limiting the generality of the foregoing, if the scope of any covenant in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent provided by law, and Executive agrees that such scope may be judicially modified accordingly.

(b)             This Agreement may be assigned by Wintrust. This Agreement and the covenants set forth herein shall inure to the benefit of and shall be binding upon the successors and assigns of Wintrust.

(c)            This Agreement may not be assigned, pledged or hypothecated by Executive, but shall be binding upon Executive’s executors, administrators, heirs, and legal representatives.

(d)             No waiver by either party of any breach by the other party of any of the obligations, covenants, or representations under this Agreement shall constitute a waiver of any prior or subsequent breach.

(e)           Where in this Agreement the masculine gender is used, it shall include the feminine if the sense so requires.

(f)            Wintrust may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law.

(g)           This instrument constitutes the entire agreement of the parties with respect to its subject matter. This Agreement may not be changed or amended orally but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. As of the Effective Date, any other understandings and agreements, oral or written, respecting the subject matter hereof (including the Prior Agreement) are hereby superseded and canceled. For the avoidance of doubt, the terms and conditions of Executive’s employment (including termination of his employment) shall be governed by the Prior Agreement prior to the Effective Date.

(h)           The provisions of Sections 4, 5, 6, 7, 9, 10, 11, and 12 of this Agreement shall survive the termination of Executive’s employment with Wintrust and the expiration or termination of this Agreement.

12.           Governing Law. The parties agree that this Agreement shall be construed and governed by the laws of the State of Illinois, excepting its conflict of laws principles. Further, the parties acknowledge and specifically agree to the jurisdiction of the courts of the State of Illinois in the event of any dispute regarding Sections 3, 4, 5, or 6 of this Agreement.

13.           Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of the separation pay exemption, each installment paid to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), Wintrust and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall Wintrust be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death. Notwithstanding any other provision in this Agreement, to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s execution and non-revocation of the release contemplated by Section 9(i) and (iii) under the terms of this Agreement would be payable prior to the expiration of the Consideration Period and such Consideration Period overlaps two taxable years, such payment shall be delayed until the later of the two taxable years to the extent required to comply with Section 409A of the Code. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Wintrust under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

14.             Notice of Termination. Subject to the provisions of Section 8, in the event that Wintrust desires to terminate the employment of Executive during the Term, Wintrust shall deliver to Executive a written notice of termination, stating whether the termination constitutes a termination in accordance with Section 9(c), 9(d), 9(f), or 9(g). In the event that Executive determines in good faith that Executive has experienced a Constructive Termination, Executive shall deliver to Wintrust a written notice stating the circumstances that constitute such Constructive Termination. In the event that Executive desires to effect a voluntary termination of Executive’s employment in accordance with Section 9(e), Executive shall deliver a written notice of such voluntary termination to Wintrust.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date written opposite their signatures.

WINTRUST FINANCIAL CORPORATION

By:

/s/ David A. Dykstra

/s/ Timothy S. Crane

Name:	David A. Dykstra	Timothy S. Crane
Title:	Vice Chair & Chief Operating Officer

Dated: January 26, 2023		Dated: January 26, 2023

EXHIBIT A

Barrington Bank & Trust Company, N.A.

Beverly Bank & Trust Company, N.A.
Crystal Lake Bank & Trust Company, N.A.
Hinsdale Bank & Trust Company, N.A.
Lake Forest Bank & Trust Company, N.A.
Libertyville Bank & Trust Company, N.A.
Northbrook Bank & Trust Company, N.A.
Old Plank Trail Community Bank, N.A.
St. Charles Bank & Trust Company, N.A.

Schaumburg Bank & Trust Company, N.A.
State Bank of the Lakes, N.A.
Town Bank, N.A.
Village Bank & Trust, N.A.
Wheaton Bank & Trust Company, N.A.

Wintrust Bank, N.A.

Chicago Deferred Exchange Company, LLC

Elektra Holding Company, LLC

First Insurance Funding of Canada

Great Lakes Advisors, LLC

The Chicago Trust Company

Tricom, Inc. of Milwaukee

WHAMCO Holding Company

Wintrust Asset Finance, LLC

Wintrust Investments, LLC

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made by and between WINTRUST FINANCIAL CORPORATION (“Wintrust”), a bank holding company, and Edward J. Wehmer, an individual resident in the State of Illinois (“Executive”), as of January 26, 2023.

WITNESSETH THAT:

WHEREAS, Wintrust and Executive are parties to an Amended and Restated Employment Agreement, by and between Wintrust and Executive, as of December 19, 2008 (the “Prior Agreement”);

WHEREAS, Wintrust is a bank holding company;

WHEREAS, Executive has particular expertise and knowledge concerning the business of Wintrust and its operations and has been a valued member of Wintrust’s senior management;

WHEREAS, as part of Wintrust’s succession planning for its senior executive officers, Executive and the Board of Directors of Wintrust (the “Board”) have discussed from time to time Executive’s plans regarding his continuing service to Wintrust and ensuring a successful transition to a successor Chief Executive Officer;

WHEREAS, as a result of such process, the Board and Executive have determined it to be in the best interests of the Wintrust and Executive for Executive to continue to serve as Chief Executive Officer through April 30, 2023 and to transition to a successor Chief Executive Officer effective as of May 1, 2023 (the “Effective Date”);

WHEREAS, the Board has also determined it to be in the best interests of the Wintrust to secure Executive’s continuing service to the Wintrust as Executive Chairman through May 23, 2024 for a seamless and successful Chief Executive Officer transition and, in recognition of Executive’s institutional knowledge with Wintrust and Executive’s relationship with existing clients, Executive’s continuing service to Wintrust as a Founder and Senior Advisor from the Effective Date through December 31, 2026; and

WHEREAS, Wintrust and Executive desire to enter into this Agreement for the purpose of setting forth the terms and conditions applicable to Executive’s employment effective as of the Effective Date, including, but not limited to, compensation aligned with the position of Executive Chairman.

1.             Scope of Employment. As of the Effective Date, Executive will be employed as Executive Chairman of the Board and Founder and Senior Advisor to Wintrust, and will resign from the position of Chief Executive Officer of Wintrust. From and after May 23, 2024, Executive will continue to serve as Founder and Senior Advisor through the Initial Term and may serve as a member of the Board, if the Board, in its sole discretion, elects to nominate Executive for reelection to the Board and Executive is reelected by Wintrust’s shareholders. While employed by Wintrust, Executive shall perform such duties as may be assigned to Executive by the Board in its discretion or requested by the Chief Executive Officer of Wintrust, which shall include, without limitation: (i) support of the leadership transition and successor Chief Executive Officer, to help ensure continuity and long-term success of Wintrust; (ii) new client development and relationship management; and (iii) attendance at Wintrust events. For the avoidance of doubt, Executive will not (a) have the authority to bind Wintrust or any Affiliate or (b) participate in any employee relations issues, compensation decisions, or other human resources matters with respect to Wintrust or its Affiliates.

Executive agrees that during Executive’s employment, Executive will be subject to and abide by the written policies and practices of Wintrust. Wintrust and Executive agree that the level of services to be rendered under this Agreement is not expected to exceed 20% of the average level of the services that Executive rendered to Wintrust and its subsidiaries during the prior 36-month period and that Executive shall experience a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as of the Effective Date.

For purposes of this Agreement, the term “Affiliate” shall include but not be limited to the entities listed in Exhibit A to this Agreement and any subsidiary of any of such entities and shall further include any present or future affiliate of any of them as defined by the rules and regulations of the Federal Reserve Board. In the event Executive performs services for any Affiliate in addition to serving as Executive Chairman of the Board or as Founder and Senior Advisor, the provisions of this Agreement shall also apply to the performance of such services by Executive on behalf of the Affiliate.

2.             Compensation and Benefits.

(a)            Base Salary and Employee Benefits. During the Term, Executive will be paid an annual base salary of $450,000, subject to change in the discretion of the Compensation Committee of the Board (the “Compensation Committee”). Executive will be entitled to coverage under such insurance plans (including health and life insurance) and other fringe benefit plans and programs as may from time to time be established for employees of Wintrust in accordance with and subject to the terms and conditions of such plans and programs, including any eligibility provisions of such plans and programs.

(b)           Short-Term Incentives. Executive will be eligible to receive payment for a portion of Executive’s 2023 target award under Wintrust’s Short-Term Incentive Program (“STIP”), pro-rated for the period beginning January 1, 2023 and ending April 30, 2023. Such payment will be a pro-rated portion of the target STIP opportunity approved by the Compensation Committee with respect to 2023 (the “2023 Pro-rated Bonus”) and will be paid at the time that 2023 awards under the STIP are paid to other Wintrust executives but no later than March 15, 2024, provided that if Executive terminates employment pursuant to Sections 9(b) – 9(d), Executive (or Executive’s beneficiary or estate, as applicable) shall remain eligible for the 2023 Pro-rated Bonus. Executive shall cease to be eligible to participate in the STIP following the Effective Date, provided that the Board may provide additional annual bonuses to Executive at the Board’s sole discretion.

(c)            Long-Term Incentives. Following the Effective Date, Executive shall cease to be eligible to receive future equity awards under the Wintrust Financial Corporation 2022 Stock Incentive Plan or any successor plan (the “2022 Plan”), but shall remain eligible for continued vesting of Executive’s outstanding awards under the Wintrust Financial Corporation 2015 Stock Incentive Plan and the Wintrust Financial Corporation 2007 Stock Incentive Plan (together with the 2022 Plan, the “Stock Plans”) pursuant to the existing vesting terms of such awards and the terms of the Stock Plans, including any accelerated vesting terms, as set forth under the applicable Stock Plan and the applicable award agreements, provided that such awards shall be settled as provided for under the terms of the applicable award agreements or such other time as required to comply with Section 409A of the Code.

(d)           Transition Award. Executive will be eligible for a one-time cash award of $12,000,000 (the “Transition Award”), payable in equal monthly installments over the 36-month period commencing on the Effective Date, subject to Section 9 hereof and Executive’s continued employment with Wintrust through the applicable payment date, provided that the first installment payment of the Transition Award will not be made until the six-month anniversary of the Effective Date and will be equal to six monthly installments for the period between the Effective Date and the six-month anniversary of the Effective Date.

(e)            Perquisites. Executive will be entitled to the following perquisites following the Effective Date, which perquisites will expire at the end of the Term:

•

Vehicle usage (of Wintrust-owned vehicle)

•

Office and Secretarial Support (mutually-agreeable location)

•

Professional Association/Club Dues (AICPA, Shore Acres, Halter, Chicago Club, Economic Club of Chicago, Commercial Club of Chicago)

3.             Extent of Service. Executive shall continue to devote his time, attention and energies to the business of Wintrust during the Term of and as set forth in this Agreement, but this shall not be construed as preventing Executive from: (a) investing Executive’s personal assets in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the corporations, partnerships and other entities in which such investments are made and in which Executive’s participation is solely that of an investor (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers); (b) engaging (whether or not during normal business hours) in any other professional, civic or philanthropic activities, provided that Executive’s engagement does not result in a violation of Executive’s covenants under this Section or Sections 4 and 5 hereof; or (c) accepting appointments to the boards of directors of other companies, provided that the Board approves of such appointments and Executive’s performance of Executive’s duties on such boards does not result in a violation of Executive’s covenants under this Section or Sections 4 or 5 hereof.

4.             Non-Competition. Other than in connection with Executive’s performance of Executive’s duties hereunder, during the period in which Executive performs services for Wintrust and for a period of three years after termination of Executive’s employment with Wintrust, regardless of the reason, Executive shall not compete with Wintrust or its Affiliates, directly or indirectly, either alone or in conjunction with any other person, firm, association, company or corporation, by engaging in activities including but not limited to:

(a)           serve as a principal, owner, senior manager, or in a position comparable to that held by Executive at any time during Executive’s employment with Wintrust, for a bank or other financial institution (or any branch or affiliate thereof) which offers to its customers any of the services provided by Wintrust or its Affiliates and which operates in the Market Area of Wintrust or any Affiliate;

(b)           solicit or conduct business which involves any of the services provided by Wintrust or its Affiliates from or with any person, corporation or other entity which was (i) a customer of Wintrust or any Affiliate with whom Executive had direct or indirect contact while employed by Wintrust or about whom Executive obtained Confidential Information during the fifteen months prior to the termination of Executive’s employment with Wintrust, or (ii) a potential customer with whom Wintrust or any Affiliate has, at the time of Executive’s termination of employment with Wintrust, an outstanding oral or written proposal to provide any of the services provided by Wintrust or its Affiliates and with whom Executive had direct or indirect contact while employed by Wintrust;

(c)           request, advise or directly or indirectly invite any of the existing customers, suppliers or service providers of Wintrust or any Affiliate to withdraw, curtail or cancel its business with Wintrust or any Affiliate (other than through mass mailings or general advertisements not specifically directed at customers of Wintrust or any Affiliate);

(d)           hire, solicit, induce or attempt to solicit or induce any employee, consultant, or agent of Wintrust or any Affiliate (i) to terminate his employment or association with Wintrust or any Affiliate or (ii) to become employed by or to serve in any capacity by a bank or other financial institution which operates or is planned to operate in the Market Area of Wintrust or of any Affiliate; or

(e)            in any way participate in planning or opening a bank or other financial institution which operates or is intended to operate in the Market Area of Wintrust or of any Affiliate.

For the purposes of this Agreement, the “Market Area” of Wintrust or of an Affiliate shall be the area within a ten (10) mile radius of the principal office and branches of Wintrust or of any Affiliate.

Notwithstanding the foregoing, Executive shall not be prevented from: (i) investing or owning shares of stock of any corporation engaged in any business, provided that such shares are regularly traded on a national securities exchange or in any over-the-counter market; (ii) retaining any shares of stock in any corporation which Executive owned prior to the date of Executive’s employment with Wintrust (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers); or (iii) investing as a limited partner (without decision-making authority) in any private equity fund, provided that Executive’s involvement in such investment is solely that of a passive investor (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers).

5.             Confidential Information.

(a)            General. Executive acknowledges that, during Executive’s employment with Wintrust, Executive has obtained and will obtain access to Confidential Information of and for Wintrust or its Affiliates. For purposes of this Agreement, “Confidential Information” shall mean information not generally known or available without restriction to the trade or industry, including, without limitation, the following categories of information and documentation: (a) documentation and information relating to lending customers of Wintrust or any Affiliate, including, but not limited to, lists of lending clients with their addresses and account numbers, credit analysis reports and other credit files, outstanding loan amounts, repayment dates and instructions, information regarding the use of the loan proceeds, and loan maturity and renewal dates; (b) documentation and information relating to depositors of Wintrust or any Affiliate, including, but not limited to, lists of depositors with their addresses and account numbers, amounts held on deposit, types of depository products used and the number of accounts per customer; (c) documentation and information relating to trust customers of Wintrust or any Affiliate, including, but not limited to, lists of trust customers with their addresses and account numbers, trust investment management contracts, identity of investment managers, trust corpus amounts, and grantor and beneficiary information; (d) documentation and information relating to investment management clients of Wintrust or any Affiliate, including, but not limited to, lists of investors with their addresses, account numbers and beneficiary information, investment management contracts, amount of assets held for management, and the nature of the investment products used; (e) the identity of actual or potential customers of Wintrust or any Affiliate, including lists of the same; (f) the identity of suppliers and service providers of Wintrust or any Affiliate, including lists of the same and the material terms of any supply or service contracts; (g) marketing materials and information regarding the products and services offered by Wintrust or any Affiliate and the nature and scope of use of such marketing materials and product information; (h) policy and procedure manuals and other materials used by Wintrust or any Affiliate in the training and development of its employees; (i) identity and contents of all computer systems, programs and software utilized by Wintrust or any Affiliate to conduct its operations and manuals or other instructions for their use; (j) minutes or other summaries of Board or other department or committee meetings held by Wintrust or any Affiliate; (k) the business and strategic growth plans of Wintrust or any Affiliate; and (l) confidential communication materials provided for shareholders of Wintrust or of any Affiliate. Absent prior authorization by Wintrust, as required in Executive’s duties for Wintrust or as expressly contemplated by Section 5(b), Executive will not at any time, directly or indirectly, use, permit the use of, disclose or permit the disclosure to any third party of any such Confidential Information to which Executive will be provided access. These obligations apply both during Executive’s employment with Wintrust and shall continue beyond the termination of Executive’s employment and this Agreement.

7.             Remedies. Executive acknowledges that the compliance with the terms of this Agreement is necessary to protect the Confidential Information and goodwill of Wintrust and its Affiliates and that any breach by Executive of this Agreement will cause continuing and irreparable injury to Wintrust and its Affiliates for which money damages would not be an adequate remedy. Executive acknowledges that Affiliates are and are intended to be third party beneficiaries of this Agreement. Executive acknowledges that Wintrust and any Affiliate shall, in addition to any other rights or remedies they may have, be entitled to injunctive relief for any breach by Executive of any part of this Agreement. This Agreement shall not in any way limit the remedies in law or equity otherwise available to Wintrust and its Affiliates.

8.             Term of Agreement. Unless terminated sooner as provided in Section 9, the initial term of Executive’s employment pursuant to this Agreement (the “Initial Term”) shall commence on the Effective Date and end on December 31, 2026. After the Initial Term, this Agreement may be extended only if the Board requests Executive’s continued service, Executive opts to continue his service, and Executive and Wintrust extend the Agreement in writing not less than 90 days in advance of the expiration of the Initial Term or any succeeding term of this Agreement. The Initial Term, together with any extension thereof in accordance with this Section 8, shall be referred to herein as the “Term.”

9.             Termination of Employment.

(b)           Termination Due to Death.

(i)             Payment. If Executive should die during the Term of this Agreement, which event shall result in the termination of Executive’s employment, Wintrust shall pay Executive an amount equal to the unpaid portion of the Transition Award, payable in a lump sum within 30 days following the date of Executive’s death.

(iii)           Beneficiary. The payments to be made under this Section 9(b) and the 2023 Pro-rated Bonus if unpaid at the time of the Executive’s death shall be made to such beneficiary as Executive may designate in writing to Wintrust for this purpose, or if Executive has not so designated, then to the spouse of Executive, or if none is surviving, then to the estate of Executive.

(i)            Payment. If Executive should suffer a Permanent Disability (as defined below) during the Term of this Agreement, Wintrust shall have the right to terminate Executive’s employment. In such event, Executive shall receive the unpaid portion of the Transition Award, payable in installments in accordance with Section 2(d).

(ii)           Reduction of Payment Due To Long Term Disability Insurance Benefits. The amount to be paid to Executive pursuant to this Section 9(c) shall be reduced by the amount of any long-term disability benefit payments paid or payable to Executive during such payment period from policies of insurance maintained and/or paid for by Wintrust; provided that in the event the long-term disability benefits exceed the amount to be paid to Executive pursuant to this Section 9(c), Executive shall remain entitled to receive the excess long-term disability insurance payments.

(d)           Termination Without Cause or Constructive Termination. In the event Executive’s employment is terminated without Cause by Wintrust or Executive suffers a Constructive Termination (each, as defined below), in each case during the Term and other than upon the expiration of the Term of this Agreement, Executive shall receive the unpaid portion of the Transition Award, payable in installments in accordance with Section 2(d), as well as payment of his base salary for the months remaining in the Initial Term and any 2023 Prorated Bonus, if unpaid, subject to Section 13 hereof.

(e)           Voluntary Termination. Executive may voluntarily terminate employment during the Term of this Agreement by a delivery to Wintrust of a written notice at least 90 days in advance of the termination date. If Executive voluntarily terminates employment prior to the expiration of the Term of this Agreement, any and all of Wintrust’s obligations under this Agreement, including any obligation to pay any amounts remaining with respect to the Transition Award or the 2023 Pro-Rated Bonus, shall terminate immediately, except for Wintrust’s obligations contained in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect.

(f)            Termination For Cause. If Executive is terminated for Cause as determined by the written resolution of the Board or the Compensation Committee or any successor committee of the Board, all obligations of Wintrust shall terminate immediately, including any obligation to pay any amounts remaining with respect to the Transition Award or the 2023 Pro-Rated Bonus, except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect.

(g)           Definitions.

(i)             “Adjusted Total Compensation” means the aggregate base salary earned by Executive plus the dollar value of all perquisites (including those provided pursuant to Section 2(e) above) as estimated by Wintrust in respect of Executive for the 12-month period following the Effective Date. For avoidance of doubt, Adjusted Total Compensation shall exclude the 2023 Pro-rated Bonus, the Transition Award, and other bonus payments paid or earned by Executive, including without limitation vesting or payout of long-term awards under the Stock Plans.

(ii)             “Cause” means Executive’s (i) failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Board which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) conviction of a felony; (iv) defalcation or acts of gross or willful misconduct resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) being required to be terminated from Executive’s position with Wintrust (or any Affiliate for which Executive is also providing services) pursuant to any written order from any regulatory agency or body; or (vii) engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

(iii)           “Constructive Termination” means a reduction by Wintrust of Executive’s compensation to less than seventy-five percent (75%) of the Adjusted Total Compensation of Executive; provided, however, that Executive will not be deemed to have incurred a reduction by Wintrust of Executive’s Adjusted Total Compensation if there is a general reduction in base salaries and/or perquisites applicable to the President, Chief Executive Officer and all Executive Vice Presidents of Wintrust; provided, further, that, within 18 months following a “Change in Control” (as defined in the 2022 Plan), a Constructive Termination shall have the same meaning as set forth herein, with the following modifications: (x) a Constructive Termination shall be deemed to have occurred if after a Change of Control, Executive’s compensation is reduced to less than 100% of the Adjusted Total Compensation of Executive; and (y) a Constructive Termination shall also be deemed to have occurred if after a Change of Control, Wintrust (or the successor thereto) delivers written notice to Executive that it will continue to employ Executive but will reject this Agreement (other than due to the expiration of the Term of this Agreement). Notwithstanding the foregoing, the occurrence of any such condition set forth in the preceding sentence shall not constitute Constructive Termination unless Executive provides notice to Wintrust of the existence of such condition not later than 90 days after the initial existence of such condition, Wintrust fails to remedy such condition within 30 days after receipt of such notice, and Executive actually resigns from employment with Wintrust within 30 days after the expiration of the 30-day remedy period without remedy. A Constructive Termination does not include termination for Cause, termination without Cause, or termination due to a Permanent Disability.

(iv)          “Permanent Disability” means any mental or physical illness, disability or incapacity that renders Executive unable to perform Executive’s duties hereunder where (x) such permanent disability has been determined to exist by a physician selected by Wintrust or (y) Wintrust has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. Executive shall cooperate in all respects with Wintrust if a question arises as to whether he has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by Wintrust and authorizing such physician or other health care specialist to discuss Executive’s condition with Wintrust).

(h)           Notwithstanding the foregoing, Executive’s entitlement to the Transition Award payable under Section 2(d) or Section 9, as applicable, shall be contingent on Executive not violating any of Executive’s ongoing obligations under this Agreement.

(i)             The payment of the Transition Award to Executive pursuant to Section 2(d) or Sections 9(a) through 9(d) hereof shall be liquidated damages for and in full satisfaction of any and all claims Executive may have relating to or arising out of Executive’s employment and termination of employment by Wintrust, any and all claims Executive may have relating to or arising out of this Agreement and the termination thereof and any and all claims Executive may have arising under any statute, ordinance or regulation or under common law. Executive expressly acknowledges and agrees that, except for whatever claim Executive may have to the Transition Award, Executive shall not have any claim for damages or other relief of any sort relating to or arising out of Executive’s employment or termination of employment by Wintrust or relating to or arising out of this Agreement and the termination thereof.

(j)             Upon termination of employment with Wintrust for any reason, Executive shall promptly deliver to Wintrust all writings, records, data, memoranda, contracts, orders, sales literature, price lists, client lists, data processing materials, and other documents, whether or not obtained from Wintrust or any Affiliate, which pertain to or were used by Executive in connection with Executive’s employment by Wintrust or which pertain to any Affiliate, including, but not limited to, Confidential Information, as well as any automobiles, computers or other equipment which were purchased or leased by Wintrust for Executive.

(k)           Notwithstanding the foregoing, if the payment required to be paid under this Agreement, when considered either alone or with other payments paid or imputed to the Executive from Wintrust or an Affiliate that would be deemed “excess parachute payments” under Section 280G(b)(1) of the Code, is deemed by Wintrust to be a “parachute payment” under Section 280G(b)(2) of Code, then the amount of such “parachute payments” shall 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 Amount”). Provided, however, the preceding sentence shall not apply if the sum of (A) the “parachute payments” less (B) the amount of excise tax payable by the Executive under Section 4999 of the Code with respect to amounts that would be deemed to be “excess parachute payments” under Section 280G(b)(1) of the Code, is greater than the Reduced Amount. The decision of Wintrust (based upon the recommendations of its tax counsel and accountants) as to the characterization of payments as parachute payments, the value of parachute payments, the amount of excess parachute payments, and the payment of the Reduced Amount shall be final. The reduction of parachute payments, if any, shall be made by reducing first any parachute payments that are exempt from Section 409A of the Code and then reducing any parachute payments subject to Section 409A of the Code in the reverse order in which such parachute payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time).

10.           Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if either party is found to have violated any material terms of this Agreement, such party shall reimburse the other party for the entire amount of reasonable attorneys’ fees incurred by the non-breaching party as a result of the dispute hereunder, in addition to the payment of any damages awarded to the non-breaching party.

11.           General Provisions.

(a)           All provisions of this Agreement are intended to be interpreted and construed in a manner to make such provisions valid, legal, and enforceable. To the extent that any Section of this Agreement or any word, phrase, clause, or sentence hereof is deemed by any court to be illegal or unenforceable, such word, clause, phrase, sentence, or Section shall be deemed modified, restricted, or omitted to the extent necessary to make this Agreement enforceable. Without limiting the generality of the foregoing, if the scope of any covenant in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent provided by law, and Executive agrees that such scope may be judicially modified accordingly.

(b)           This Agreement may be assigned by Wintrust. This Agreement and the covenants set forth herein shall inure to the benefit of and shall be binding upon the successors and assigns of Wintrust.

(c)             This Agreement may not be assigned, pledged or hypothecated by Executive, but shall be binding upon Executive’s executors, administrators, heirs, and legal representatives.

(d)           No waiver by either party of any breach by the other party of any of the obligations, covenants, or representations under this Agreement shall constitute a waiver of any prior or subsequent breach.

(e)           Where in this Agreement the masculine gender is used, it shall include the feminine if the sense so requires.

(g)           This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and, as of the Effective Date, supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter including without limitation the Prior Agreement. This Agreement may be amended only by a written document signed by both parties to this Agreement. Immediately prior to the Effective Date, the Executive shall resign as Chief Executive Officer of Wintrust and all other positions, other than Executive Chairman of the Board, as an employee and as a director, as reasonably requested by Wintrust and shall execute all other documents reasonably requested by Wintrust to effectuate such resignation. Notwithstanding any provision of this Agreement or the Prior Agreement to the contrary, Executive agrees that Executive shall not initiate a termination due to “Constructive Termination” upon or in connection with entering into this Agreement or the actions contemplated hereby. Except for the immediately preceding two sentences, this Agreement shall be effective as of the Effective Date, subject to Executive’s continued employment through such date. For avoidance of doubt, except as provided above with respect to “Constructive Termination,” nothing in this Agreement shall affect Executive’s rights under the Prior Agreement through April 30, 2023, including, but not limited to, Executive’s rights to compensation earned or awarded under the Prior Agreement.

13.           Section 409A. This Agreement shall be interpreted and construed in a manner that avoids the imposition of additional taxes and penalties under Section 409A of the Code (“409A Penalties”). In the event the terms of this Agreement would subject Executive to 409A Penalties, Wintrust and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. The payments to Executive pursuant to Section 9 of this Agreement are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as a short-term deferral pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of the separation pay exemption, each installment paid to Executive under Section 9 shall be considered a separate payment. Notwithstanding any other provision in this Agreement, if on the date of Executive’s separation from service, within the meaning of Section 409A of the Code (the “Separation Date”), (i) Wintrust is a publicly traded corporation and (ii) Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Separation Date, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the Separation Date or (B) the date of Executive’s death.

14.           Notice of Termination. Subject to the provisions of Section 8, in the event that Wintrust desires to terminate the employment of Executive during the Term of this Agreement, Wintrust shall deliver to Executive a written notice of termination, stating whether the termination constitutes a termination in accordance with Section 9(c), 9(d), 9(e), or 9(f). In the event that Executive determines in good faith that Executive has experienced a Constructive Termination, Executive shall deliver to Wintrust a written notice stating the circumstances that constitute such Constructive Termination. In the event that Executive desires to effect a voluntary termination of Executive’s employment in accordance with Section 9(e), Executive shall deliver a written notice of such voluntary termination to Wintrust.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date written opposite their signatures.

WINTRUST FINANCIAL CORPORATION		EDWARD J. WEHMER

By:	/s/ David A. Dykstra	/s/ Edward J. Wehmer

Its:	Vice Chair & Chief Operating Officer

Dated: January 26, 2023		Dated: January 26, 2023

EXHIBIT A

Barrington Bank & Trust Company, N.A.
Beverly Bank & Trust Company, N.A.
Crystal Lake Bank & Trust Company, N.A.
Hinsdale Bank & Trust Company, N.A.
Lake Forest Bank & Trust Company, N.A.
Libertyville Bank & Trust Company, N.A.
Northbrook Bank & Trust Company, N.A.
Old Plank Trail Community Bank, N.A.
St. Charles Bank & Trust Company, N.A.

Schaumburg Bank & Trust Company, N.A.
State Bank of the Lakes, N.A.
Town Bank, N.A.
Village Bank & Trust, N.A.
Wheaton Bank & Trust Company, N.A.

Wintrust Bank, N.A.

Chicago Deferred Exchange Company, LLC

Elektra Holding Company, LLC

First Insurance Funding of Canada

Great Lakes Advisors, LLC

The Chicago Trust Company

Tricom, Inc. of Milwaukee

WHAMCO Holding Company

Wintrust Asset Finance, LLC

Wintrust Investments, LLC

Exhibit 99.1

Wintrust Financial Corporation

9700 W. Higgins Road, Suite 800, Rosemont, Illinois 60018

News Release

FOR IMMEDIATE RELEASE

January 30, 2023

FOR MORE INFORMATION CONTACT:

Edward J. Wehmer, Founder & Chief Executive Officer

David A. Dykstra, Vice Chair & Chief Operating Officer

(847) 939-9000

Web site address: www.wintrust.com

Wintrust To Appoint Timothy S. Crane as Chief Executive Officer

ROSEMONT, Ill., Jan. 30, 2023 (GLOBE NEWSWIRE) – Wintrust Financial Corporation (“Wintrust” or “WTFC”) is today announcing the planned transition of the Chief Executive Officer role. Effective May 1, 2023, Timothy S. Crane, who currently serves as Wintrust’s President, will assume the additional role of Chief Executive Officer. Crane also has been appointed to the Wintrust Board of Directors effective immediately.

To ensure a smooth leadership transition, Edward J. Wehmer will continue to serve as Founder and Chief Executive Officer of Wintrust through April 30, 2023. Subject to nomination and reelection by WTFC shareholders at the WTFC annual meeting, Wehmer will continue to serve on the Wintrust Board of Directors and will assume the role of Executive Chairman through May 23, 2024. Wehmer will then serve as Founder and Senior Advisor through December 31, 2026. H. Patrick Hackett, Jr., the current non-executive Chairman of the WTFC Board of Directors, will continue to serve in that role and will assume the additional title of Lead Independent Director. In addition, David A. Dykstra and Richard B. Murphy will continue in their current Vice Chair roles, as key senior leaders of the Wintrust enterprise.

H. Patrick Hackett Jr., Chairman of the WTFC Board of Directors, said: “Today’s announcement represents the result of a rigorous multi-year succession planning process conducted by the Wintrust Board of Directors and Mr. Wehmer. This marks the implementation of our comprehensive CEO transition plan, developed in close collaboration with current executive leadership, that we believe will ensure the necessary levels of continuity and provide all stakeholders with continued confidence in Wintrust’s future. I speak for the entire Board of Directors in voicing our enthusiasm for Tim’s appointment and in expressing our confidence in Tim’s leadership capabilities, and in the strong, highly experienced and committed senior leadership team that will support Tim, as Wintrust continues to grow its exceptional customer-focused financial institution.

“I also wish to extend our gratitude to Ed Wehmer for his visionary leadership which led to the establishment of Wintrust and its growth and evolution during the past 31 years. Wintrust’s rise from one location with 12 employees and zero assets to a diversified banking and financial services enterprise with 5,200 employees, over 170 banking locations and $53 billion in assets represents an unprecedented success story that would not have taken place absent Ed’s extraordinary leadership,” Hackett continued.

Edward J. Wehmer, Founder and CEO of Wintrust, commented on the pending transition: “We hired Tim to join our executive team in 2008 and promoted him to President of the Company three years ago. Much of Wintrust’s success in the past 15 years has Tim’s fingerprints all over it. He has been an extraordinary partner to me and brings the expertise, the experience and the values Wintrust needs to the CEO position. I am confident that now is the right time to pass the torch to Tim.”

“The last 31 years have exceeded my wildest expectations when I and a few brave hearted colleagues opened the first bank in 1991. I am grateful for the opportunity to have created something special at Wintrust – a true community bank which has flourished due to our relentless focus on serving our customers and our communities. I look forward to supporting Tim in his new role and will continue to support Wintrust’s continued growth,” Wehmer continued.

Timothy S. Crane, President of Wintrust, said: “I am very thankful for this opportunity and for the Board’s, Ed’s, and the senior management team’s trust in me. Wintrust will continue building upon its strong foundation that has made it the financial institution that families, business and communities count on every day. As the financial services industry continues to evolve and innovate, we will continue to focus on world-class customer service, disciplined lending processes and activities, user-friendly technology and straightforward and transparent communications. Importantly, we will continue to build upon our mantle as Chicago’s Bank® and Wisconsin’s Bank™. As such, Wintrust will maintain its deep commitment to the communities in which we operate, including philanthropic support of a wide variety of nonprofit organizations as well as an exemplary track record of helping meet the banking needs of underserved communities.”

Tim Crane joined Wintrust in 2008 and has served as President of Wintrust since January, 2020. Prior to joining Wintrust, Crane worked in the banking industry for over 24 years, most recently as President of Harris Bankcorp in Chicago. He is highly active in the Chicago community, currently serving on the board of directors for Metropolitan Family Services, the Bank Administration Institute, Chicago United, and DePaul University. He is a former board member of the Metropolitan Planning Council.

About Wintrust

Wintrust is a financial holding company with assets of approximately $53 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries, with over 170 banking locations located in the greater Chicago and southern Wisconsin market areas. Additionally, Wintrust operates various non-bank business units including business units which provide commercial and life insurance premium financing in the United States, a premium finance company operating in Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, a business unit engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services and qualified intermediary services for tax-deferred exchanges.

Forward-Looking Information

This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Wintrust's expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in Wintrust's most recently filed Annual Report on Form 10-K and in Wintrust’s subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date made and Wintrust undertakes no duty to update the information.

FOR MORE INFORMATION CONTACT:

Edward J. Wehmer, Founder & Chief Executive Officer

David A. Dykstra, Vice Chair & Chief Operating Officer

(847) 939-9000

Web site address: www.wintrust.com