DEF 14A of Old National Bancorp /In/, Apr 2, 2026

DEF 14A of Old National Bancorp /In/

Filed Apr 2, 20260001104659-26-039075

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  1. SCHEDULE 14A

    | COMPENSATION TABLES | 61 | | Summary Compensation Table | 61 | | All Other Compensation For 2025 | 62 | | Grants of Plan-Based Awards During 2025 | 62 | | Outstanding Equity Awards at December 31, 2025 | 63 | | Option Exercises and Stock Vested in 2025 | 64 | | 2025 Nonqualified Deferred Compensation | 64 | | Named Executive Officer Employment Agreements | 64 | | Potential Payments Upon Termination of Employment or Change in Control | 65 | | CEO PAY RATIO | 70 | | PAY VERSUS PERFORMANCE | 71 | | ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION | 74 | | ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 76 | | FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 76 | | REPORT OF THE AUDIT COMMITTEE | 78 | | ITEM 4 – APPROVAL OF THE COMPANY'S 2026 EQUITY COMPENSATION PLAN | 80 | | SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING | 88 | | ANNUAL REPORT | 88 | | OTHER MATTERS | 88 | | APPENDIX 1 – 2026 EQUITY COMPENSATION PLAN | A-1 |

  2. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | BARBARA A. BOIGEGRAIN | | | | EXPERIENCE AND QUALIFICATIONS Ms. Boigegrain served as the Chief Executive Officer and General Secretary of Wespath Benefits and Investments (formerly the General Board of Pension and Health Benefits of The United Methodist Church) from 1994 until her retirement in January 2022. Wespath is a pension, health and welfare benefit trustee and administrator and an institutional investment manager that is one of the largest faith-based pension funds in the United States, with $29 billion of assets under management. Prior to 1994, Ms. Boigegrain spent 11 years as a consultant with Towers Perrin and four years with KPMG LLP and Dart Industries as a manager and analyst. Ms. Boigegrain currently serves on the board of the Iliff School of Theology and on the Investment Committee of the Board of Trustees of Wesley House Cambridge, a U.K. theological seminary that is part of Cambridge University. Previously, Ms. Boigegrain served as a member and chair of the boards of directors of Church Benefits Association and the Church Alliance. She is also a former member of the board of trustees of Emory & Henry College. Ms. Boigegrain was recognized as one of Crain’s Chicago 2020 Notable Women Executives Over 50. As the Chief Executive Officer and General Secretary of Wespath, Ms. Boigegrain oversaw its restructuring, significantly improved its performance and services and increased its assets under management. In her experience as a benefits consultant, she established the San Diego office of Towers Perrin. Ms. Boigegrain earned a Bachelor of Arts degree in Biology and Psychology from Trinity University in 1979. | | Age: 68 Tenure: ● Director Since: 2022 Committees: ● Audit ● Nominating and Corporate Governance ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Through her extensive employee benefits, compensation, executive and corporate governance experience, Ms. Boigegrain brings significant leadership, business development, operations and executive management skills to our Board of Directors. She also provides valuable knowledge of financial markets, strategic growth and sustainable investing. |

  3. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | THOMAS L. BROWN | | | | EXPERIENCE AND QUALIFICATIONS Mr. Brown served as the Senior Vice President and Chief Financial Officer of RLI Corp. (NYSE), a specialty insurer serving diverse niche property, casualty and surety markets from 2017 until his retirement on December 31, 2019. From 2011 to 2017, he served as RLI Corp.’s Vice President and Chief Financial Officer. Previously, Mr. Brown was a partner at PricewaterhouseCoopers LLP, where he served from 1998 to 2008 as its Midwest Regional Financial Services Leader leading teams responsible for the banking, insurance, capital markets, investment management and real estate sectors. Mr. Brown was the National Insurance Sector Risk Management Partner from 2009 through 2011. Mr. Brown currently serves on the board of directors of James River Group Holdings, Inc. (Nasdaq), as well as a member of its audit committee. In addition, Mr. Brown serves on the board of directors of Chicago Shakespeare Theater and Easter Seals DuPage & Fox Valley (Illinois), and previously served on the board of directors of Easter Seals Central Illinois. From 2004 through 2017, Mr. Brown served on the board of trustees of Illinois Wesleyan University. Mr. Brown earned a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1979. He is a certified public accountant (inactive). | | Age: 69 Tenure: ● Director Since: 2022 Committees: ● Audit ● Enterprise Risk ● Executive | | | | REASONS FOR NOMINATION With his extensive finance, accounting, risk management and financial services background, combined with the insights of the chief financial officer and a member of the executive management team of a public company as well as a partner in a Big 4 public accounting firm, Mr. Brown brings valuable finance, accounting, strategic planning, merger and acquisition, risk and executive management skills and experience to our Board of Directors. |

  4. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | KATHRYN J. HAYLEY | | | | EXPERIENCE AND QUALIFICATIONS Ms. Hayley has served as the Chief Executive Officer of Rosewood Advisory Services, LLC, a business advisory services firm, since 2015. Previously, Ms. Hayley served as an Executive Vice President of UnitedHealthcare, a subsidiary of UnitedHealth Group, Inc. (NYSE), a position in which she served from 2012 to 2015, overseeing a number of strategic initiatives at this global healthcare company. From 2006 to 2012, she served as an executive of Aon plc (NYSE), including as Chief Executive Officer of Aon Consulting Worldwide and Aon Hewitt Consulting Americas. Prior to her service at Aon, Ms. Hayley was an information technology partner at Deloitte Consulting LLP and led the U.S. financial services practice. She also served on the board of directors of Deloitte & Touche LLP U.S. Ms. Hayley currently serves on the board of directors of Concentrix Corporation (Nasdaq) and the board’s executive committee, audit committee (chair) and compensation committee. She previously served on the boards of directors for Alight Solutions, LLC (2018-2021), Interior Logic Group, Inc. (2021-2022), and Tribridge Holdings, LLC (2015-2017), as well as the advisory board of E.A. Renfroe & Company, Inc. (2016-2022). Ms. Hayley serves on the board of directors of Chicago Shakespeare Theater, where she chairs the audit committee. Ms. Hayley earned a Bachelor of Science degree in Applied Computer Science from Illinois State University in 1979 and a Master of Business Administration, with concentrations in Marketing and Finance, from the Kellogg School of Management at Northwestern University in 1984. | | Age: 67 Tenure: ● Director Since: 2022 Committees: ● Audit ● Executive ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Through her extensive information technology and financial background and her broad executive management experience, as well as her compensation, employee benefits and talent management experience, including having served as the chair of the compensation committee at another public company, Ms. Hayley provides our Board with valuable technology, strategic planning, executive management, compensation, benefits and talent development experience, as well as the insights of a former senior executive of several public companies. |

  5. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | PETER J. HENSELER | | | | EXPERIENCE AND QUALIFICATIONS Mr. Henseler retired on April 1, 2026 as the Chairman of TOMY International, a wholly owned subsidiary of TOMY Company, Ltd., a global designer and marketer of toys and infant products. He held the position of President of TOMY International from 2011 until 2012 and then rejoined TOMY International in 2017 as its Chairman. He was President of RC2 Corporation (Nasdaq) from 2002 to 2011, at which time TOMY Company acquired RC2. He served as RC2’s Executive Vice President of Sales and Marketing from 1999 to 2002. Mr. Henseler also previously served as a director of RC2. Prior to joining RC2, Mr. Henseler held marketing positions at McDonald’s Corporation and Hasbro, Inc. He previously served three terms on the board of directors of the American Toy Industry Association and served as the chairman of the Toy Industry Foundation until February 2018 and as advisor to the Toy Industry Foundation until February 2025. Mr. Henseler currently serves on the board of directors of the Robert E Dods Family Foundation. Mr. Henseler earned a Bachelor of Science degree in Marketing from Xavier University in 1980. | | Age: 67 Tenure: ● Director Since: 2022 Committees: ● Audit ● Enterprise Risk ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Mr. Henseler brings important executive management, operating and leadership skills and insights to our Board of Directors through his experience as a president of a global public company, as well as his substantial operational, brand management and marketing experience. |

  6. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | DANIEL S. HERMANN | | | | EXPERIENCE AND QUALIFICATIONS Mr. Hermann was appointed as the Company’s Lead Independent Director in January 2025. Mr. Hermann is the founding partner of Lechwe Holdings LLC, a family company involved in the startup of and investing in companies. He is also a founder of AmeriQual Group, LLC, where he served as CEO from 2005 to 2015. Prior to 2005, Mr. Hermann spent over 20 years at Black Beauty Coal Company. During his years at Black Beauty, he held various positions, including President and CEO. He has experience in public accounting and is a certified public accountant (inactive). Mr. Hermann serves as a director of the Hermann Family Foundation and the Foundation for Youth. He is also a director emeritus of Deaconess Health System and the Boys and Girls Club of Southern Indiana, as well as past Chairman of the Evansville Catholic Foundation and past board member of Foresight Energy, LP (NYSE). Mr. Hermann earned a Bachelor of Science degree in Accounting from Indiana State University in 1979. | | Lead Independent Director Age: 68 Tenure: ● Director Since: 2020 Committees: ● Executive ● Nominating and Corporate Governance ● Talent Development and Compensation | | | | REASONS FOR NOMINATION With over 30 years of experience as a senior executive, Mr. Hermann brings extensive business, operations, executive management, governance, compensation, risk, merger and acquisition, finance and accounting experience to the Board, as well as public company board experience. |

  7. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | RYAN C. KITCHELL | | | | EXPERIENCE AND QUALIFICATIONS Mr. Kitchell served as Executive Vice President and Chief Administrative Officer of Indiana University Health from 2016 to 2020 and as Chief Financial Officer of Indiana University Health from 2012 to 2016. He served as President of IU Health Plans from 2011 to 2012 and Treasurer of Indiana University Health from 2010 to 2011. Prior to joining Indiana University Health, Mr. Kitchell worked for Indiana Governor Mitch Daniels, first as Public Finance Director from 2005 until 2007 and then as Director of the Office of Management and Budget from 2007 until 2010. He also has previously served in corporate treasury and controller roles at Eli Lilly and Company (NYSE) and started his career at Prudential Capital, a subsidiary of Prudential Financial, Inc. (NYSE). Mr. Kitchell currently serves on the boards of directors of OneAmerica Financial and Help at Home Inc., as well as the advisory board of Blue Agilis Corp. Additionally, he is an advisor to Meridian Street Capital. Mr. Kitchell earned a Bachelor of Science degree in Economics from Indiana University in 1996 and a Master of Business Administration from the Tuck School of Business at Dartmouth University in 2002. He also has earned the Chartered Financial Analyst (CFA) designation. | | Age: 52 Tenure: ● Director Since: 2018 Committees: ● Enterprise Risk ● Nominating and Corporate Governance ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Through his executive leadership at the largest healthcare system in Indiana and his senior leadership positions in state government, Mr. Kitchell brings to the Board executive leadership experience with a strong finance and financial management background. In addition, he brings significant public finance experience. |

  8. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | DANIEL C. REARDON | | | | EXPERIENCE AND QUALIFICATIONS Mr. Reardon is the Co-Chief Executive Officer and one of three trustees of the Otto Bremer Trust, a private philanthropic trust and one of the Company’s significant shareholders. Mr. Reardon has served as a trustee of the Otto Bremer Trust for over 30 years and served on the boards of directors of Bremer Financial Corporation and Bremer Bank before completion of the partnership with the Company. Prior to joining the Otto Bremer Trust, Mr. Reardon served in corporate finance and investment capacities at Dean Witter Reynolds and Prudential Securities. He has served on several nonprofit boards of directors, including the Center for Rural Policy and Development, James J. Hill Reference Library and Como Zoo Friends. Mr. Reardon earned a Bachelor of Science degree in Economics from the University of Minnesota in 1985. | | Age: 64 Tenure: ● Director Since: 2025 Committees: ● Audit | | | | REASONS FOR NOMINATION Mr. Reardon brings a strong financial background and significant executive and financial management, as well as banking, experience to the Board. |

  9. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | JAMES C. RYAN, III | | | | EXPERIENCE AND QUALIFICATIONS Mr. Ryan serves as the Chairman and Chief Executive Officer of Old National Bancorp, a role he assumed in 2019. Since joining Old National, Mr. Ryan has held several executive leadership positions, including Senior Executive Vice President and Chief Financial Officer from 2016 to 2019. His previous roles at the Company also include Director of Corporate Development and Mortgage Banking, Integration Executive and Treasurer. Before joining Old National, Mr. Ryan held senior finance positions at Wells Fargo Home Mortgage and Old Kent Financial Corp. Mr. Ryan is actively engaged in industry and community leadership. He serves as the Vice Chair of the board of directors of the American Bankers Association (“ABA”) and is the immediate past chair of the ABA’s American Bankers Council. He also serves as the Chair of the board of directors of the Mid-Size Bank Coalition of America. Locally, he is the Chair of Deaconess Health System, Vice Chair of the Evansville Regional Business Committee and a Southwest Indiana Regional Development Authority member. Additionally, his board memberships extend to the Central Indiana Corporate Partnership, Inc., the Evansville Regional Economic Partnership, the Orr Fellowship and Golf Gives Back. Mr. Ryan holds a Bachelor of Business Administration degree from Grand Valley State University, earned in 1994. | | Chairman Age: 54 Tenure: ● Director Since: 2019 Committees: ● Executive | | | | REASONS FOR NOMINATION Mr. Ryan brings to the Board extensive bank executive management experience derived from working over 25 years in the banking industry. Mr. Ryan’s leadership skills, extensive banking experience and knowledge of the Company and its strategy, products and services is highly valuable to the Board. Mr. Ryan also brings to the Board his ability to develop long-term strategies and find effective and efficient means to implement and communicate those strategies. |

  10. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | THOMAS E. SALMON | | | | EXPERIENCE AND QUALIFICATIONS Mr. Salmon served as Chairman and Chief Executive Officer, and a member of the board of directors, of Berry Global Group, Inc. (NYSE) from February 2017 until his retirement in October 2023. He previously served as Berry Global’s President and Chief Operating Officer from October 2016 until his appointment as CEO, as President of Berry’s Consumer Packaging Division from November 2015 to October 2016, as President of Berry’s Rigid Closed Top Division from November 2014 to November 2015 and as President of Berry’s Engineered Materials Division from 2003 to November 2014. In December 2023, Mr. Salmon was recognized by Plastics News as a Notable Leader in Sustainability for the plastics industry. Mr. Salmon currently serves on the board of directors of Magnera Corporation (NYSE), is the chair of its nominating and governance committee and is a member of its audit committee. Prior to joining Berry Global in 2003, Mr. Salmon was General Manager for Honeywell Plastics from 2001 to 2003 and Global Sales Director for Allied Signal’s Engineering Plastics and Films from 1999 to 2001. Prior to joining Honeywell and Allied Signal, Mr. Salmon held several positions at GE Plastics and GE Lighting, divisions of General Electric. Mr. Salmon earned a Bachelor of Business Administration degree from Saint Bonaventure University in New York in 1985. | | Age: 62 Tenure: ● Director Since: 2018 Committees: ● Enterprise Risk ● Executive ● Talent Development and Compensation | | | | REASONS FOR NOMINATION With 20 years of leadership experience (including as CEO) at a Fortune 500 global manufacturer and marketer of plastic packaging products, Mr. Salmon brings extensive experience in executive management, corporate strategy, operations, risk, finance and mergers and acquisitions. He also provides significant public company experience. |

  11. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | MICHAEL J. SMALL | | | | EXPERIENCE AND QUALIFICATIONS Mr. Small is the Chairman and co-founder of Kognitive Networks, Inc., formerly K4 Mobility Inc., a technology developer of network management services, since August 2018. Previously, Mr. Small served as the President and Chief Executive Officer, and a member of the board of directors, of Gogo, Inc. (Nasdaq), an airborne communications service provider, from 2010 until March 2018. Prior to joining Gogo, Mr. Small served as the Chief Executive Officer and a director of Centennial Communications Corp. (Nasdaq) from 1999 to 2009. From 1995 to 1998, Mr. Small was the Executive Vice President and Chief Financial Officer of 360 Degrees Communications Company. Prior to 1995, he held the position of President of Lynch Corporation (NYSEMKT), a diversified acquisition-oriented company with operations in telecommunications, manufacturing and transportation services. Mr. Small is an active board member of the Gun Violence Prevention PAC. Mr. Small also serves on the Advisory Council for the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. Mr. Small earned a Bachelor of Arts degree in History from Colgate University in 1979 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1981. | | Age: 68 Tenure: ● Director Since: 2022 Committees: ● Audit ● Enterprise Risk | | | | REASONS FOR NOMINATION Through his board, executive and financial roles, Mr. Small brings extensive public company, operating and executive experience to our Board of Directors, as well as strategic, financial, risk, technology and merger and acquisition experience. He also provides the perspective of a former chief executive officer of a public company. |

  12. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | DERRICK J. STEWART | | | | EXPERIENCE AND QUALIFICATIONS Mr. Stewart is the Executive Vice President and Chief Operating Officer of the YMCA Retirement Fund, having served in this capacity since 2023. From 2021 until 2023, he was the Senior Vice President, Education and Communication of the YMCA Retirement Fund. From 2019 until 2021, Mr. Stewart served as the President and CEO of the YMCA of Greater Indianapolis. He also served as CEO of the YMCA of Southwestern Indiana from 2009 to 2019, and in various other capacities, including Chief Development Officer and Chief Operating Officer, from 2005 to 2009. Mr. Stewart currently serves as a member of the board of directors of Deaconess Health System and the Armed Services YMCA. He is a past member of the board of directors of the YMCA of the USA, where he served on the Financial Development Committee and the International Committee. He is also the past chair of the YMCA of the USA Small and Midsize YMCA Cabinet. He is past President of the Board of the Evansville Regional Airport Authority and the Public Education Foundation of Evansville, past Vice President of the Evansville Christian School Board and past member of the Regional Board of Trustees of Ivy Tech Community College. He also participated in the Mitch Daniels Leadership Foundation Fellowship program. Mr. Stewart worked as a commercial loan officer at Old National Bank from 2004 to 2005. Mr. Stewart is a graduate of the Indiana University Kelley School of Business in 1999 with a Bachelor of Science degree in Business and Finance. | | Age: 48 Tenure: ● Director Since: 2015 Committees: ● Enterprise Risk ● Nominating and Corporate Governance | | | | REASONS FOR NOMINATION Mr. Stewart brings executive management and community engagement experience to our Board as well as prior banking experience as a loan officer of Old National Bank. He also brings extensive experience in managing nonprofit entities in several of the Company’s significant markets. Mr. Stewart is deeply committed to supporting and encouraging the development of a healthier and more vibrant community and providing opportunities for people from all walks of life to achieve their potential. |

  13. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | KATHERINE E. WHITE | | | | EXPERIENCE AND QUALIFICATIONS Ms. White is a Professor of Law at Wayne State University Law School in Detroit, Michigan, where she has taught full-time since 1996. Ms. White is a member of the University of Michigan Board of Regents, having served in that capacity since 1999, and is currently serving as the Chair of their Finance, Audit and Investment Committee. Ms. White is a retired Brigadier General in the U.S. Army, having most recently served as the Special Assistant to the Vice Chief, National Guard Bureau, Arlington, Virginia, and as Deputy Commanding General for the 46th Military Police Command in Lansing, Michigan. From 1995 to 1996, Ms. White was a Judicial Law Clerk to the Honorable Randall R. Rader, Circuit Judge of the U.S. Court of Appeals for the Federal Circuit. From 2000 to 2002, she was appointed by the Secretary of Commerce to serve on the United States Patent and Trademark Office Patent Public Advisory Committee. She was also appointed by the Secretary of Agriculture to the U.S. Department of Agriculture’s Plant Variety Protection Office Advisory Board, serving from 2004 to 2008, 2010 to 2012 and 2015 to 2020. From 2003 to 2014, she was a market board member at United Bank and Trust in Ann Arbor, Michigan. Ms. White currently serves as a board member of Alta Equipment Group, Inc. (NYSE). Ms. White received her B.S.E. Degree in Electrical Engineering and Computer Science from Princeton University, a J.D. Degree from the University of Washington, an LL.M. Degree in Patent and Intellectual Property Law from the George Washington University Law School and a Master of Strategic Studies degree from the U.S. Army War College. Ms. White also is a Fulbright Senior Scholar (Germany), a White House Fellow (2001-2002) and a registered patent attorney. | | Age: 59 Tenure: ● Director Since: 2015 Committees: ● Audit ● Enterprise Risk ● Nominating and Corporate Governance | | | | REASONS FOR NOMINATION Ms. White brings to the Board a long tenure in senior leadership positions in the U.S. government and military serving advisory and operational roles, as well as her public company board experience. |

  14. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | Director Compensation | | | Annual Cash Retainer | $70,000 | | Annual Stock Grant | 100,000 | | Lead Independent Director Retainer | 40,000 |

  15. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

    | | | | Change in | | | | | | Pension | | | | | | Value and | | | | | | Nonqualified | | | | Fees Earned | Stock | Deferred | | | | or Paid in | Awards | Compensation | | | Name | Cash (1) | (2)(3) | Earnings (4) | Total | | Barbara A. Boigegrain | $198,000 | — | — | $198,000 | | Thomas L. Brown | 115,000 | $100,000 | $16,687 | 231,687 | | Kathryn J. Hayley | 114,875 | 100,000 | 6,626 | 221,501 | | Peter J. Henseler | 102,375 | 100,000 | 33,978 | 236,353 | | Daniel S. Hermann | 81,875 | 170,000 | — | 251,875 | | Ryan C. Kitchell | 98,875 | 100,000 | 71,049 | 269,924 | | Austin M. Ramirez | 88,875 | 100,000 | — | 188,875 | | Daniel C. Reardon | 60,750 | 100,000 | — | 160,750 | | Ellen A. Rudnick | 98,375 | 100,000 | — | 198,375 | | Thomas E. Salmon | 98,500 | 100,000 | 26,323 | 224,823 | | Rebecca S. Skillman | 99,125 | 100,000 | — | 199,125 | | Michael J. Small | 191,000 | — | — | 191,000 | | Derrick J. Stewart | 92,500 | 100,000 | 20,815 | 213,315 | | Stephen C. Van Arsdell | 117,500 | 100,000 | 29,606 | 247,106 | | Katherine E. White | 198,500 | — | — | 198,500 |

  16. Overview of Employment and CRC Agreements

    | ● | Service-based restricted stock and performance share units that have been earned and vested prior to the employment termination or Change in Control. |

  17. Restrictive Covenants

    | (3) To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented: |

  18. Restrictive Covenants

    | (4) The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section. |

  19. Relationship Between Financial Performance and Compensation Actually Paid

    Relationship Between Financial Performance and Compensation Actually Paid The tables below reflect compensation actually paid to our CEO and the average compensation actually paid to our other NEOs compared to TSR, net income and adjusted one-year ROATCE for the years 2021-2025. Below is a summary of items to note with respect to interpreting these tables.

  20. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | For 2025, the Company achieved record adjusted EPS of $2.21; record adjusted net income of $809 million; 3-year TSR for 2023-2025 was 39.4%, which was in the top quartile of the KRX Index. |

  21. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | For 2024, the increase in both CEO and other NEO compensation actually paid was attributable primarily to the increase in the Company’s stock price as of year-end 2024. |

  22. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | For 2023, the Company achieved record adjusted EPS of $2.05; record adjusted net income of $599 million; record adjusted one-year ROATCE of 21.3%, which was in the top decile of the KRX Index. |

  23. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | For 2022, compensation information included one-time, performance-based equity awards that were earned in 2022 for the successful integration of the First Midwest Merger. |

  24. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | For 2021, compensation information was prior to the completion of the First Midwest Merger, when the Company’s total assets were $24 billion at December 31, 2021, or approximately 50% of its asset size as compared to 2022. |

  25. Relationship Between Financial Performance and Compensation Actually Paid

    Total Shareholder Return. The following chart reflects compensation actually paid to our CEO and the average compensation actually paid to our other NEOs compared to (i) our cumulative TSR and (ii) the TSR of the companies in the KRX Index for the fiscal years ended 2021-2025. Net Income. The following chart reflects compensation actually paid to our CEO and the average compensation actually paid to our other NEOs compared to our net income for the fiscal years ended 2021-2025.

  26. Relationship Between Financial Performance and Compensation Actually Paid

    | 72 | OLD NATIONAL BANCORP 2026 PROXY STATEMENT |

  27. Relationship Between Financial Performance and Compensation Actually Paid

    Adjusted One-Year ROATCE. The following chart reflects compensation actually paid to our CEO and the average compensation actually paid to our other NEOs compared to our one-year adjusted ROATCE for the fiscal years ended 2021-2025. Tabular List (Unranked) The table below provides an unranked list of the most important financial measures used by the Company to link compensation actually paid to the Company’s performance in 2025. These financial metrics were used in determining short- and long-term incentive awards in 2025.

  28. Relationship Between Financial Performance and Compensation Actually Paid

    | Adjusted EPS | | Relative TSR | | Relative ROATCE |

  29. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 73 |

  30. Relationship Between Financial Performance and Compensation Actually Paid

    Item 2 – Approval of a non-binding advisory proposal on NAMED executive OFFICER compensation

  31. Relationship Between Financial Performance and Compensation Actually Paid

    | | The Board of Directors unanimously recommends that shareholders vote “FOR” approval of a non-binding advisory proposal on the compensation of our Named Executive Officers. |

  32. Relationship Between Financial Performance and Compensation Actually Paid

    In accordance with applicable SEC requirements, we are seeking shareholder approval, on a non-binding advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement. This proposal, commonly known as a say-on-pay proposal, provides our shareholders with the opportunity to endorse or not endorse our executive pay program through the following resolution: RESOLVED, that the shareholders hereby advise that they approve the compensation of the Company’s Named Executive Officers, as disclosed in the “Compensation Discussion and Analysis” and “Compensation Tables” sections of the Proxy Statement relating to the Company’s 2026 Annual Meeting of Shareholders. We believe that our compensation practices are embedded in a pay-for-performance culture, are consistent with the practices of companies in our peer group and align our executives’ interests with those of our shareholders. We believe our CEO and executive team have successfully managed the Company in a competitive and ever-changing economic and banking environment. In 2025, the Company delivered strong operating results, with record performance for several key metrics. Highlights include the following:

  33. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Record adjusted EPS* of $2.21 |

  34. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Record adjusted net income* of $809 million |

  35. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Record adjusted efficiency ratio* of 48.8% (top decile of KRX Index) |

  36. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | 3-year TSR (2023-2025) of 39.4% (top quartile of KRX Index) |

  37. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Continued growth of tangible book value – 15% year-over-year (top quartile of KRX Index) |

  38. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Adjusted ROATCE* of 18.6% (top decile of KRX Index) |

  39. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Adjusted ROAA* of 1.26% |

  40. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Year-over-year deposit growth of 4.9%, excluding the Bremer acquisition |

  41. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Maintained our peer leading high quality, low cost and granular deposit base, with average deposit size of $36,000 and 75% of core deposits having tenure of greater than 5 years |

  42. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Year-over-year total loan growth of 5.1%, excluding the Bremer acquisition |

  43. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Continued strong credit discipline and credit quality, with net charge-offs** to average loans of 0.19% |

  44. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Continued addition of key talent across our Company |

  45. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Continued commitment to our core values, our uncompromised integrity and the highest levels of ethics, dedication to the communities where we live and work and focus on our strong culture of collaboration, trust, inclusiveness and acceptance that empowers team members to flourish and be successful |

  46. Relationship Between Financial Performance and Compensation Actually Paid

    | ● | Successfully completed our partnership with Bremer Bank on May 1, 2025 – see “About Old National” on page 4 |

  47. Relationship Between Financial Performance and Compensation Actually Paid

    *Includes adjusted, non-GAAP financial measures that exclude certain items, such as merger-related charges associated with completed and pending acquisitions, CECL Day 1 non-PCD provision expense, pension plan gain, reduction to previously accrued FDIC special assessment and net securities losses. The equivalent GAAP measures for the non-GAAP measures referenced above

  48. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 74 |

  49. Relationship Between Financial Performance and Compensation Actually Paid

    ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION are: EPS: $1.79; Net Income: $653 million; Efficiency Ratio: 55.1%; ROATCE: 15.3%; and ROAA: 1.02%. Reference is made to the non-GAAP reconciliation included in the Company’s January 21, 2026 press release reporting its financial results for its 2025 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026. **Excludes PCD loans. Our Board of Directors recommends a vote “FOR” this resolution because the Board believes the practices described in the “Compensation Discussion and Analysis” section of this Proxy Statement are effective in achieving the Company’s goals of rewarding strong financial performance, aligning our executives’ long-term interests with those of our shareholders, providing a market-competitive compensation program and retaining and incentivizing highly talented executives over their productive careers. Based upon our most recent shareholder vote results relating to the frequency of our say-on-pay vote, we are providing shareholders with the opportunity to provide a say-on-pay advisory vote annually. Because your vote is advisory, it will not be binding upon our Board. However, the Board and the Compensation Committee will take into account the results of the vote when making future executive compensation decisions. Shareholders are encouraged to review the information provided in this Proxy Statement regarding the compensation of our NEOs in the sections captioned “Compensation Discussion and Analysis” beginning on page 41 and “Compensation Tables” beginning on page 61.

  50. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 75 |

  51. Relationship Between Financial Performance and Compensation Actually Paid

    Item 3 – RATIFICATION OF THE APPOINTMENT Of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  52. Relationship Between Financial Performance and Compensation Actually Paid

    | | The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |

  53. Relationship Between Financial Performance and Compensation Actually Paid

    The Board proposes that our shareholders ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2026. Although the ratification by our shareholders is not required, the Company believes it is desirable to continue its established practice of submitting the Audit Committee’s selection of our independent registered public accounting firm to our shareholders. In the event the appointment of Deloitte is not ratified by shareholders, the Audit Committee will reconsider the appointment but may nonetheless determine to retain Deloitte. A representative of Deloitte will attend the Annual Meeting and will have the opportunity to make a statement or respond to any questions that shareholders may have. FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The table below sets forth the approximate fees for services rendered by Deloitte to the Company and its subsidiaries for the Company’s fiscal years ended December 31, 2025 and 2024, as well as for expenses incurred in connection with these services.

  54. Relationship Between Financial Performance and Compensation Actually Paid

    | | 2025 | 2024 | | Audit Fees | $2,960,955 | $2,558,716 | | Audit-Related Fees | 1,895 | 1,895 | | Tax Fees | 400,000 | — | | All Other Fees | 550,000 | — | | Total | $3,912,850 | $2,560,611 |

  55. Relationship Between Financial Performance and Compensation Actually Paid

    Audit Fees Audit Fees consist of fees for professional and related services rendered for (i) audits of the Company’s consolidated financial statements and its internal control over financial reporting as of December 31, 2025 and 2024, (ii) limited reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q filed with the SEC, (iii) services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements, and (iv) other services that generally only the independent registered public accounting firm can provide. These services included fees relating to the audit of financial statements of Indiana Old National Insurance Company in 2025 and 2024, U.S. Department of Housing and Urban Development audits for 2025 and 2024 and consents in connection with registration statements filed by the Company with the SEC in 2025 as well as a comfort letter issued in connection with the Company’s issuance of subordinated notes on January 26, 2026.

  56. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 76 |

  57. Relationship Between Financial Performance and Compensation Actually Paid

    Audit-Related Fees For 2025 and 2024, the audit-related fees consisted of fees the Company paid to Deloitte for an annual subscription to the online Deloitte Accounting Research Tool. Tax Fees For 2025, tax fees consisted of fees paid to Deloitte related to tax compliance, including preparation and filing of federal, state and local fiduciary, foundation, estate and information returns provided to our clients through our wealth management group. All Other Fees All other fees consisted of fees for services provided by Deloitte other than those described above. The fees for 2025 represent consulting services related to treasury management integration support in connection with the Bremer partnership. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. All of the fees and services described above were pre-approved under these procedures. The Audit Committee also will pre-approve non-audit services that are permissible under the Sarbanes-Oxley Act of 2002 and the rules of the SEC on a case-by-case basis. The Audit Committee may delegate its approval authority to one or more of its members, provided that any such approvals are presented for review by the Audit Committee at a subsequent meeting.

  58. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 77 |

  59. Relationship Between Financial Performance and Compensation Actually Paid

    The Audit Committee of the Board of Directors is comprised of eight independent directors who meet the applicable requirements of the SEC and Nasdaq. Additionally, the Board has designated Thomas L. Brown, Michael J. Small and Stephen C. Van Arsdell as audit committee financial experts as defined by the SEC. Mr. Van Arsdell served as an Audit Committee financial expert in 2025 and will serve as such until his retirement from the Board of Directors and the Audit Committee as of the Annual Meeting, as discussed in this Proxy Statement. Audit Committee Responsibilities and Actions The Audit Committee’s key responsibilities are set forth in its charter, which has been approved by the Board and which is available on the Company’s website at www.oldnational.com under the Investor Relations/Governance link. The principal responsibilities of the Audit Committee are, among others, to assist the Board in its oversight of:

  60. Relationship Between Financial Performance and Compensation Actually Paid

    | (i) the integrity of the Company’s financial statements and its financial reporting process; |

  61. Relationship Between Financial Performance and Compensation Actually Paid

    | (ii) the appointment, independence, qualifications and performance of the Company’s independent registered public accounting firm; |

  62. Relationship Between Financial Performance and Compensation Actually Paid

    | (iii) | the scope and results of the independent registered public accounting firm’s audits and other services, if any; |

  63. Relationship Between Financial Performance and Compensation Actually Paid

    | (iv) the Company’s system of internal control over financial reporting; |

  64. Relationship Between Financial Performance and Compensation Actually Paid

    | (v) the services and performance of the Company’s internal audit function; |

  65. Relationship Between Financial Performance and Compensation Actually Paid

    | (vi) the Company’s actions in response to matters raised by the independent registered public accounting firm or the internal auditors; and |

  66. Relationship Between Financial Performance and Compensation Actually Paid

    | (vii) | the Company’s compliance with legal and regulatory requirements in relation to financial reporting. |

  67. Relationship Between Financial Performance and Compensation Actually Paid

    The Audit Committee reviewed and discussed with management and Deloitte the Company’s consolidated financial statements for the year ended December 31, 2025, as well as Deloitte’s reports on its audit of such financial statements and the Company’s internal control over financial reporting at December 31, 2025; discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; received the required written disclosures and the letter from Deloitte under applicable PCAOB standards regarding auditor independence; and discussed with Deloitte its independence. The Audit Committee has established policies and procedures regarding the pre-approval of all services provided by the Company’s independent registered public accounting firm; reviewed all proposed audit and non-audit services to be provided by the independent registered public accounting firm; considered whether such services are compatible with maintaining the independence of the independent registered public accounting firm; and pre-approved all such services prior to their performance. While the Enterprise Risk Committee of the Board has primary oversight responsibility for the Company’s regulatory compliance activities, the Audit Committee also monitors in an oversight capacity the Company’s compliance with banking laws and regulations and other risk management activities that might raise material issues relating to the Company’s financial statements, accounting policies or internal control over financial reporting. In performing its oversight responsibilities, the Audit

  68. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 78 |

  69. Relationship Between Financial Performance and Compensation Actually Paid

    Committee relies on the expertise and knowledge of management, the independent registered public accounting firm and the internal auditors, as follows:

  70. Relationship Between Financial Performance and Compensation Actually Paid

    | (i) Management is responsible for preparing the Company’s financial statements in accordance with U.S. generally accepted accounting principles and for maintaining appropriate internal control over financial reporting. |

  71. Relationship Between Financial Performance and Compensation Actually Paid

    | (ii) The Company’s independent registered public accounting firm is responsible for conducting audits of the Company’s financial statements and the Company’s internal control over financial reporting and rendering its reports thereon. |

  72. Relationship Between Financial Performance and Compensation Actually Paid

    | (iii) | The Company’s internal auditors are responsible for evaluating the adequacy and effectiveness of the Company’s processes and system of internal controls to achieve the Company’s stated goals and objectives. |

  73. Relationship Between Financial Performance and Compensation Actually Paid

    It is not the duty of the Audit Committee to plan or conduct audits relating to the Company’s financial statements or internal controls nor to conduct other types of audits, accounting reviews or similar procedures. Sarbanes-Oxley Act of 2002 As required by the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the confidential submission of employee concerns regarding accounting, auditing or internal control matters. These procedures provide for appropriate monitoring and follow-up on any such matters submitted. In addition, the Company’s Chief Audit Executive and Ethics Officer is charged with promptly reporting to the Audit Committee any matter of which she becomes aware involving any serious or potentially serious breach of the Company’s Code of Business Conduct and Ethics or other Company policies involving any accounting, auditing or internal control matters or any allegations of fraud or misconduct by senior management. Conclusion In reliance on the matters referred to above, the reports of management, the Company’s internal auditors and the independent registered public accounting firm as well as the representations of management, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements as of and for the year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for the same year, as filed with the SEC. Members of the Audit Committee Stephen C. Van Arsdell, Chair Thomas L. Brown, Vice Chair Barbara A. Boigegrain Kathryn J. Hayley Peter J. Henseler Daniel C. Reardon Michael J. Small Katherine E. White

  74. Relationship Between Financial Performance and Compensation Actually Paid

    | OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 79 |

  75. Relationship Between Financial Performance and Compensation Actually Paid

    Item 4 – APPROVAL OF THE COMPANY’S 2026 EQUITY COMPENSATION PLAN

  76. Relationship Between Financial Performance and Compensation Actually Paid

    | | The Board of Directors unanimously recommends that shareholders vote “FOR” approval and adoption of the Old National Bancorp 2026 Equity Compensation Plan. |

  77. Relationship Between Financial Performance and Compensation Actually Paid

    We are seeking shareholder approval for the adoption of the new Old National Bancorp 2026 Equity Compensation Plan (“2026 Equity Plan”). Effectiveness of the 2026 Equity Plan is subject to approval by our shareholders at the Annual Meeting. If the 2026 Equity Plan is approved by shareholders, it will become effective as of the date of the Annual Meeting and replace our Amended and Restated 2008 Incentive Compensation Plan (“2008 Equity Plan”). Outstanding awards under the 2008 Equity Plan will continue in effect in accordance with their terms. The 2008 Equity Plan was first approved by the Company’s shareholders on May 15, 2008, amended and restated as of May 10, 2012, further amended and restated as of April 27, 2017, amended as of April 29, 2021, and further amended as of May 18, 2022. The primary reasons for replacing the 2008 Equity Plan with the 2026 Equity Plan are to (i) make additional shares available for awards to participants given the increase in the Company’s size and the number of plan participants since May 2022, and (ii) approve a new plan because the term of the existing 2008 Plan is due to expire in April 2027, prior to the Company’s 2027 annual meeting of shareholders. The proposed 2026 Equity Plan also (i) removes references to performance-based compensation provisions under Internal Revenue Code Section 162(m), which are no longer applicable to the plan, (ii) removes the Short-Term Incentive Plan appendix to the 2008 Equity Plan, as the Company’s short-term incentive compensation awards are now issued under the Company’s AICP, and (iii) contains other general updates. Employees of the Company and our non-employee directors currently participate in our 2008 Equity Plan and will likewise participate in the 2026 Equity Plan.

  78. Grant Practices and Key Data

    | ● | Continue to attract qualified directors. The use of equity-based compensation awards is an important element of our director compensation program and is aligned with market practices for director compensation. Approval of the 2026 Equity Plan will allow us to continue to attract and retain strong directors and remain consistent with the non-employee director compensation of our peers. |