DEF 14A of Old National Bancorp /In/
Filed Apr 4, 20250001558370-25-004483
SCHEDULE 14A
| COMPENSATION TABLES | 64 | | 2024 Summary Compensation Table | 64 | | All Other Compensation For 2024 | 65 | | Grants of Plan-Based Awards During 2024 | 66 | | Outstanding Equity Awards at December 31, 2024 | 67 | | Option Exercises and Stock Vested in 2024 | 68 | | 2024 Nonqualified Deferred Compensation | 69 | | Named Executive Officer Employment Agreements | 69 | | Potential Payments Upon Termination of Employment or Change in Control | 71 | | CEO PAY RATIO | 76 | | DELINQUENT SECTION 16(a) REPORTS | 76 | | PAY VERSUS PERFORMANCE | 77 | | ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION | 80 | | ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 82 | | FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 82 | | REPORT OF THE AUDIT COMMITTEE | 83 | | SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING | 85 | | ANNUAL REPORT | 85 | | OTHER MATTERS | 85 |
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. Wespath is a global leader in environmental, social and governance investing and is a founding member of the Transition Pathway Initiative, a global asset-owned initiative that assesses companies’ preparedness for the transition to a low carbon economy. Prior to 1994, Ms. Boigegrain spent eleven 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 serves as Treasurer of the board. 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 has overseen 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: 67 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. |
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 2010. Mr. Brown currently serves on the board of directors of James River Group Holdings, Ltd. (Nasdaq), as well as the chair of its audit committee, and the board of Chicago Shakespeare Theater. In addition, Mr. Brown serves on the board of directors of Easter Seals DuPage & Fox Valley (Illinois), and he previously served on the board 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. | | Age: 68 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 executive management team of a public company, Mr. Brown brings valuable finance, accounting, strategic planning, merger and acquisition, risk and executive management skills and experience to our Board of Directors. |
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, compensation committee (chair) and nominating and governance committee. She previously served on the boards of directors for Alight Solutions, LLC (2018-2021), Interior Logic Group, Inc. (2021-2022), Tribridge Holdings, LLC (2015-2017), as well as the advisory board of E.A. Renfroe & Company, Inc. (2016-2022). 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: 66 Tenure: ● Director Since: 2022 Committees: ● Audit ● Executive ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Through her extensive information technology and financial services background and her broad executive management experience, as well as her compensation, employee benefits and talent management experience, including serving as the chair of the compensation committee at another public company, Ms. Hayley provides our Board with valuable technology, strategic planning, executive management, compensation and benefits experience, as well as the insights of a former senior executive of several public companies. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| PETER J. HENSELER | | | | EXPERIENCE AND QUALIFICATIONS Mr. Henseler is the Chairman of TOMY International, a wholly owned subsidiary of TOMY Company, Ltd., a global designer and marketer of toys and infant products. He rejoined TOMY International in 2017 after serving as Vice Chairman until his retirement in 2012. Mr. Henseler previously held the position of President of TOMY International from 2011 until 2012. 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: 66 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. |
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 was a licensed Certified Public Accountant. Mr. Hermann currently serves on the board of directors of Deaconess Health System, the premier provider of healthcare service to 26 counties in three states, including Indiana, Illinois and Kentucky. In addition, he serves as a director of the Hermann Family Foundation and Foundation for Youth. He is also a director emeritus of 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: 67 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. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| RYAN C. KITCHELL | | | | EXPERIENCE AND QUALIFICATIONS Mr. Kitchell is the Chairman of the Indiana Governor’s Workforce Cabinet. Previously, Mr. Kitchell served as Executive Vice President and Chief Administrative Officer of Indiana University Health from 2016 to 2019 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, Help at Home Inc. and the Indiana Sports Corporation, and is an advisor to Meridian Street Capital. Mr. Kitchell earned an economics degree from Indiana University in 1996 and an MBA from the Tuck School of Business at Dartmouth University in 2002. He also has earned the Chartered Financial Analyst (CFA) designation. | | Age: 51 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 background. In addition, he brings significant public finance experience. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| AUSTIN M. RAMIREZ | | | | EXPERIENCE AND QUALIFICATIONS Mr. Ramirez is the Chief Executive Officer of Husco International, Inc., an engineering and manufacturing company with more than $500 million in global sales. Husco has received designation as a Global Growth Company by the World Economic Forum and has been recognized as a Wisconsin Manufacturer of the Year. Mr. Ramirez began his career as a consultant with McKinsey & Company, where he specialized in corporate finance and industrial operations. Mr. Ramirez serves as a director of the National Association of Manufacturers, the Association of Equipment Manufacturers and the Marcus Corporation (NYSE). He is a co-founder of St. Augustine Preparatory Academy, a K-12 faith-based school serving over 2,000 low-income students in Milwaukee. He also is the Chair of the Metropolitan Milwaukee Association of Commerce and City Forward Collective. Mr. Ramirez holds a Bachelor of Science degree in systems engineering from the University of Virginia and an MBA from Stanford University, where he was an Arjay Miller Scholar and a Goldman Sachs Fellow. Mr. Ramirez was a 2016 White House Fellow, serving on the National Economic Council, and is a Young Global Leader of the World Economic Forum and a Henry Crown Fellow at the Aspen Institute. He was named Business Leader of the Year in 2024 by the Harvard Business School Club of Wisconsin. | | Age: 46 Tenure: ● Director Since: 2020 Committees: ● Nominating and Corporate Governance ● Talent Development and Compensation | | | | REASONS FOR NOMINATION With significant experience in leading an international manufacturing company, Mr. Ramirez brings important executive management, operations, risk, governance, compensation and financial skills to the Board of Directors. In addition, Mr. Ramirez is committed to community service and leadership development through his dedication to education, the arts and the Milwaukee community. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| ELLEN A. RUDNICK | | | | EXPERIENCE AND QUALIFICATIONS Ms. Rudnick has served at the University of Chicago Booth School of Business since 1999. She is currently a Senior Advisor for New Venture Programming and previously served as the Executive Director of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago and Adjunct Professor of Entrepreneurship. Prior to joining the University of Chicago, Ms. Rudnick served as President and Chief Executive Officer of Healthcare Knowledge Resources, President of HCIA, Chairperson of Pacific Biometrics and Corporate Vice President of Baxter International, Inc. (NYSE). She currently serves on the board of directors of Liberty Mutual Insurance Company (since 2001). Ms. Rudnick previously served on the boards of directors of Patterson Companies (2003-2024; Nasdaq) and HMS Holdings, Corp. (1997-2021; Nasdaq). Ms. Rudnick has spent over thirty years in executive management and entrepreneurial activities, primarily in the healthcare and information services industries. She serves in various leadership positions with several civic and nonprofit organizations in the Chicago metropolitan area, including having served on the board of the Northshore University Health System for over 20 years and on the board of Hyde Park Angels and currently is on the boards of directors of Chicagoland Entrepreneurship Center (1871) and Matter (a healthcare incubator) as well as the advisory committee for the Ed Kaplan Family Institute for Innovation and Tech Entrepreneurship at Illinois Tech (formerly Illinois Institute of Technology). Ms. Rudnick earned a Bachelor of Arts degree in Italian (with a minor in Economics) from Vassar College in 1972 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1973. | | Age: 74 Tenure: ● Director Since: 2022 Committees: ● Enterprise Risk ● Executive ● Nominating and Corporate Governance | | | | REASONS FOR NOMINATION With her extensive business background and her executive management and board experience, Ms. Rudnick brings important leadership, corporate governance, business and entrepreneurial experience to our Board of Directors. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| JAMES C. RYAN, III | | | | EXPERIENCE AND QUALIFICATIONS James “Jim” C. Ryan, III serves as the Chairman and Chief Executive Officer of Old National Bancorp, a role he assumed in 2019. Since joining Old National in 2005, 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 on the board of directors of the American Bankers Association (ABA) and is chair of the ABA’s American Bankers Council. He also serves on the board of directors of the Mid-Size Bank Coalition of America. Locally, he is the Vice 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: 53 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. |
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: 61 Tenure: ● Director Since: 2018 Committees: ● Enterprise Risk ● Executive ● Talent Development and Compensation | | | | REASONS FOR NOMINATION With almost 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, operations, risk and finance. He also provides valuable knowledge related to public companies and has public company board experience. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| REBECCA S. SKILLMAN | | | | EXPERIENCE AND QUALIFICATIONS Ms. Skillman served as the Company’s Lead Independent Director from 2016 to January 2025. Ms. Skillman served as the 49th Lieutenant Governor of the State of Indiana from 2005 to 2013 where, in addition to her legislative duties as President of the Indiana Senate, she was responsible for leading the Office of Tourism Development, Energy Group and Indiana Housing and Community Development Authority. She chaired the Indiana Counter Terrorism and Security Council, the intergovernmental entity responsible for homeland security in the State of Indiana. She also served as the Secretary of Agriculture and Rural Development under the state's Department of Agriculture and Office of Rural Affairs. Before her election as Indiana's Lieutenant Governor, Ms. Skillman served in the Indiana Senate from 1992 to 2004. She served in leadership as the Senate Majority Caucus Chairman from 2002 to 2004. Upon leaving public office, from 2013 to 2016, Ms. Skillman served as President and CEO of Radius Indiana, an economic development partnership which represents Crawford, Daviess, Dubois, Greene, Lawrence, Martin, Orange and Washington Counties in South Central Indiana. From 2017 to 2023, she served as Chairperson of the Board of Radius Indiana. Ms. Skillman serves as an advisor for the Bowen Center for Public Affairs at Ball State University. Ms. Skillman earned an Associate’s degree with a business concentration from Indiana Wesleyan University in 2010. | | Age: 74 Tenure: ● Director Since: 2013 Committees: ● Executive ● Nominating and Corporate Governance ● Talent Development and Compensation | | | | REASONS FOR NOMINATION Through her lifelong career in public service and senior government leadership, including serving as Lt. Governor of the State of Indiana from 2005 to 2013 and serving in the Indiana Senate from 1992 to 2004, Ms. Skillman brings to the Board expertise and leadership in executive management, economic development, community involvement, governmental and political affairs and civil service. |
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 director 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: 67 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. |
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. From 2022 until 2023, he was the Senior Vice President, Education and Communication of the YMCA Retirement Fund. From 2019 until 2022, 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 YMCA of the USA board of directors, 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, as well as the Mitch Daniels Leadership Fellowship. Mr. Stewart worked as a commercial loan officer for Old National Bank from 2004 to 2005. Mr. Stewart is a graduate of the Indiana University Kelley School of Business in 1999 with a degree in Business and Finance. | | Age: 47 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. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| STEPHEN C. VAN ARSDELL | | | | EXPERIENCE AND QUALIFICATIONS Mr. Van Arsdell is a former senior partner of Deloitte & Touche LLP, where he served as Chairman and Chief Executive Officer from 2010 to 2012 and as Deputy Chief Executive Officer from 2009 to 2010. Previously, he served as Deloitte’s partner-in-charge of its financial services practice in the Midwest and was a member of Deloitte’s board from 2003 through 2009. Mr. Van Arsdell has been a member since 2019 and chair since February 2024 of the board of directors of Mueller Water Products, Inc. (NYSE), having previously chaired its Audit Committee. He served as a member of the Audit Committee of Brown Brothers Harriman & Co. from 2015 to March 2025. Mr. Van Arsdell is a past member of the Dean’s advisory council for the Gies College of Business at the University of Illinois and Past Chair of the board of directors of the University of Illinois Alumni Association. Mr. Van Arsdell previously served as the chair of the board of trustees of the Morton Arboretum, having formerly chaired its Finance Committee, and as chair of the board of trustees of the Conservation Foundation. Mr. Van Arsdell earned a Bachelor of Science degree in Accounting and a Master of Accounting Science degree from the University of Illinois in 1972 and 1973, respectively. He is a certified public accountant. | | Age: 74 Tenure: ● Director Since: 2022 Committees: ● Audit ● Executive ● Nominating and Corporate Governance | | | | REASONS FOR NOMINATION Mr. Van Arsdell brings extensive finance, accounting and risk management experience to our Board, together with strategic and executive leadership skills developed through his senior positions with a global accounting and advisory services organization. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| KATHERINE E. WHITE | | | | EXPERIENCE AND QUALIFICATIONS Ms. White is a Brigadier General in the U.S. Army National Guard, currently serving as Special Assistant to the Vice Chief, National Guard Bureau, Arlington, VA. She is also currently 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 Regent with the University of Michigan Board of Regents, having served in that capacity since 1999, and is currently serving as the Chair of the Board of Regents. 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’s Degree in Strategic Studies from the U.S. Army War College. Ms. White also is a Fulbright Senior Scholar, a White House Fellow (2001-2002) and a registered patent attorney. | | Age: 58 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 positions in the U.S. government and military serving advisory and operational roles, as well as her public company board experience. |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
| Director Compensation | 2024 | | Annual Cash Retainer | $60,000 | | Annual Stock Grant | 100,000 | | Lead Independent Director Additional Retainer | 35,000 |
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 | $176,000 | — | — | $176,000 | | Thomas L. Brown | 199,500 | — | $61,421 | 260,921 | | Kathryn J. Hayley | 184,500 | — | — | 184,500 | | Peter J. Henseler | 85,378 | $99,997 | 42,074 | 227,449 | | Daniel S. Hermann | 39,510 | 159,990 | — | 199,500 | | Ryan C. Kitchell | 183,875 | — | 167,938 | 351,813 | | Austin M. Ramirez | 81,378 | 99,997 | — | 181,375 | | Ellen A. Rudnick | 82,503 | 99,997 | — | 182,500 | | Thomas E. Salmon | 177,000 | — | 169,406 | 346,406 | | Rebecca S. Skillman | 131,003 | 99,997 | — | 231,000 | | Michael J. Small | 178,500 | — | — | 178,500 | | Derrick J. Stewart | 195,250 | — | 80,615 | 275,865 | | Stephen C. Van Arsdell | 205,000 | — | 113,502 | 318,502 | | Katherine E. White | 186,000 | — | 51,285 | 237,285 |
Compensation Committee Procedures
| (10) Mr. Falconer retained a pro-rata portion of the value of his outstanding equity awards reflected in this table in connection with the termination of his employment from the Company consistent with the terms of his employment agreement and related award agreements. Mr. Falconer’s severance payment under his employment agreement is reflected in the “All Other Compensation” column for the year 2024. See “Overview of Employment and CRC Agreements – Former Executives” under the heading “Named Executive Officer Employment Agreements” beginning on page 69. |
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. |
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: |
Restrictive Covenants
| (4) The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section. |
Relationship Between Financial Performance and Compensation Actually Paid
Relationship Between Financial Performance and Compensation Actually Paid The compensation actually paid to our CEO in the tables set forth in this Pay Versus Performance section includes a one-time, performance-based equity award that was earned in 2022 for the successful integration of the First Midwest Merger (See Note 4 to the “2024 Summary Compensation Table”). In addition, in 2024, the increase in both CEO and other NEO compensation actually paid was attributable primarily to the increase in our stock price as of year-end 2024. Our 3-year TSR for 2022-2024 was 38.8%, which was at the 86th percentile of the KRX Index. Compensation information in the tables for 2020 and 2021 are prior to the completion of the First Midwest Merger when the Company was approximately 50% of its asset size as compared to 2022-2024. Total Shareholder Return. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to (i) our cumulative TSR and (ii) the TSR of the KRX Index for the fiscal years ended 2020-2024. Net Income. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our net income for the fiscal years ended 2020-2024. The Company achieved record adjusted net income in 2023, with net income decreasing somewhat in 2024 primarily due to the banking industry’s lower interest rate environment in 2024 as compared to 2023 and the corresponding impact of this lower interest rate environment on the Company’s 2024 net interest income.
Relationship Between Financial Performance and Compensation Actually Paid
| 78 | OLD NATIONAL BANCORP 2025 PROXY STATEMENT |
Relationship Between Financial Performance and Compensation Actually Paid
Adjusted One-Year ROATCE. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our one-year adjusted ROATCE for the fiscal years ended 2020-2024. 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 2024. Each of these financial metrics was used in determining short and long-term incentive awards in 2024.
Relationship Between Financial Performance and Compensation Actually Paid
| Adjusted One-Year EPS | | Adjusted One-Year ROATCE | | Three-Year Relative TSR |
Relationship Between Financial Performance and Compensation Actually Paid
| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 79 |
Relationship Between Financial Performance and Compensation Actually Paid
Item 2 – Approval of a non-binding advisory proposal on NAMED executive OFFICER compensation
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| | The Board unanimously recommends that shareholders vote “FOR” approval of a non-binding advisory proposal on the compensation of our Named Executive Officers. |
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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 2025 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 2024, the Company delivered strong operating results. Highlights include the following:
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| ● | Adjusted EPS* of $1.86 |
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| ● | Adjusted net income* of $578 million |
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| ● | 3-year TSR of 38.8% (86th percentile of KRX Index) |
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| ● | Adjusted ROATCE* of 16.9% (top quartile of KRX Index) |
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| ● | Adjusted ROAA* of 1.14% (above median of KRX Index) |
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| ● | Adjusted efficiency ratio* of 52.2% (top quartile of KRX Index) |
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| ● | Year-over-year deposit growth of 4.8%, excluding CapStar acquisition (above median of KRX Index) |
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| ● | Maintained our peer leading high quality, low cost and granular deposit base, with average deposit size of $35,000 and 75% of core deposits having tenure of greater than 5 years |
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| ● | Year-over-year total loan growth of 4.1%, excluding CapStar acquisition (above median of KRX Index) |
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| ● | Continued strong credit discipline and credit quality, with net charge-offs** to average loans of 0.13% |
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| ● | Continued addition of important revenue-producing talent across business lines |
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| ● | 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 |
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| ● | Announced our partnership with Bremer Bank on November 25, 2024 and on track to complete this transaction on May 1, 2025. See “About Old National” on page 4. |
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| ● | Successfully completed our partnership with CapStar Bank on April 1, 2024. See “About Old National” on page 4. |
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| 80 | OLD NATIONAL BANCORP 2025 PROXY STATEMENT |
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ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION *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 loans provision expense, distribution of excess pension plan assets expense, FDIC special assessment expense, separation expense, and net securities losses. The equivalent GAAP measures for the non-GAAP measures referenced above are: EPS: $1.68; Net Income: $523 million; ROATCE: 15.4%; ROAA: 1.03%; and Efficiency Ratio: 55.9%. Reference is made to the non-GAAP reconciliation included in the Company’s January 21, 2025 press release reporting its financial results for its 2024 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, 2025. **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 long and 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 43 and “Compensation Tables” beginning on page 64.
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| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 81 |
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Item 3 – RATIFICATION OF THE APPOINTMENT Of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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| | The Board 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, 2025. |
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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, 2025. Although the ratification by our shareholders is not required, the Company deems it desirable to continue its established practice of submitting the Audit Committee’s selection to our shareholders. In the event the appointment of Deloitte is not ratified by shareholders, the Audit Committee will reconsider the appointment but may determine to retain Deloitte nonetheless. A representative of Deloitte will attend the virtual 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, 2024 and 2023, as well as for expenses incurred in connection with these services.
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| | 2024 | 2023 | | Audit Fees | $2,558,716 | $2,107,000 | | Audit-Related Fees | 1,895 | 1,895 | | Tax Fees | — | — | | All Other Fees | — | — | | Total | 2,560,611 | 2,108,895 |
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Audit Fees Audit Fees consist of fees for professional services and related services rendered for (i) the audits of the Company’s consolidated financial statements and its internal control over financial reporting as of December 31, 2024 and 2023, (ii) the limited reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, (iii) the 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 2024 and 2023, U.S. Department of Housing and Urban Development audits for 2024 and 2023 and consents in connection with registration statements filed by the Company with the SEC in 2024. Audit-Related Fees For 2024 and 2023, the audit-related fees consisted of subscription fees the Company paid to Deloitte for an annual subscription to the online Deloitte Accounting Research Tool (DART). 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-
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| 82 | OLD NATIONAL BANCORP 2025 PROXY STATEMENT |
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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. REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board is comprised of seven independent directors meeting the applicable requirements of the SEC and Nasdaq. Each member of the Audit Committee has the ability to read and understand financial statements as required by the Nasdaq listing requirements. Additionally, the Board has designated Thomas L. Brown and Stephen C. Van Arsdell as audit committee financial experts as defined by the SEC. 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. The principal responsibilities of the Audit Committee are, among others, to assist the Board in its oversight of:
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| (i) the integrity of the Company’s financial statements and its financial reporting process; |
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| (ii) the appointment, independence, qualifications and performance of the Company’s independent registered public accounting firm; |
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| (iii) | the scope and results of the independent registered public accounting firm’s audits and other services, if any; |
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| (iv) the Company’s system of internal controls over financial reporting; |
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| (v) the services and performance of the Company’s internal audit function; |
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| (vi) the Company’s actions in response to matters raised by the independent registered public accounting firm or the internal auditors; and |
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| (vii) | the Company’s compliance with legal and regulatory requirements in relation to financial reporting. |
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The Audit Committee reviewed and discussed with management and Deloitte the Company’s consolidated financial statements for the year ended December 31, 2024, 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, 2024; discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“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
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| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 83 |
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policies or internal controls over financial reporting. In performing its oversight responsibilities, the Audit Committee relies on the expertise and knowledge of management, the independent registered public accounting firm and the internal auditors, as follows:
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| (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 controls over financial reporting. |
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| (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 controls over financial reporting and rendering its reports thereon. |
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| (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. |
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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 or auditing matters, allegations of fraud or misconduct by senior management. Conclusion In reliance on the matters referred to above, the reports of management, the internal auditors and the independent registered public accounting firm and the representations of management, the Audit Committee recommended to the Board that the Company’s audited financial statements as of and for the year ended December 31, 2024 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, Chairperson Thomas L. Brown, Vice Chairperson Barbara A. Boigegrain Kathryn J. Hayley Peter J. Henseler Michael J. Small Katherine E. White
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| 84 | OLD NATIONAL BANCORP 2024 PROXY STATEMENT |
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SHAREHOLDER PROPOSALS AND DIRECTOr NOMINATIONS FOR THE 2026 ANNUAL MEETING Proposals submitted by shareholders under SEC Rule 14a-8 for our 2026 annual meeting of shareholders must be received by the Company at its principal executive office, c/o our Corporate Secretary, P.O. Box 718, Evansville, Indiana 47705-0718, no later than December 5, 2025, to be considered for inclusion in the proxy statement and form of proxy relating to that meeting. Proposals for director nominations and other proposals submitted by shareholders under our By-Laws outside of SEC Rule 14a-8 in connection with our 2026 annual meeting of shareholders (but not necessarily included in our proxy statement for that meeting) must comply with the requirements of our By-Laws and be received by the Company at its principal executive office, c/o our Corporate Secretary, P.O. Box 718, Evansville, Indiana 47705-0718, no later than January 14, 2026. All nominations of persons to serve as directors of the Company must be made in accordance with the requirements contained in our By-Laws. In addition to satisfying the requirements contained in the Company’s By-Laws, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 of the Securities Exchange Act of 1934 no later than March 13, 2026. ANNUAL REPORT Upon written request, the Company will provide, without charge, a copy of the Company’s annual report on Form 10-K filed with the SEC for the year ended December 31, 2024 to each shareholder who does not otherwise receive a copy. Requests should be addressed to: Old National Bancorp c/o Corporate Secretary P. O. Box 718 Evansville, Indiana 47705-0718 OTHER MATTERS The Board does not know of any matters for action by shareholders at our 2025 Annual Meeting other than the matters described in the accompanying Notice of Annual Meeting of Shareholders. However, the enclosed Proxy Card will confer upon the named proxies authority to vote on any matters which are not known to the Board as of the date of this Proxy Statement and which may properly come before the Annual Meeting. It is the intention of the persons named as proxies to vote pursuant to the Proxy Card with respect to such matters in accordance with their judgment. It is important that Proxy Cards be returned promptly. Shareholders are requested to complete, sign, date and return their Proxy Cards in order that a quorum for the Annual Meeting may be assured. You may also vote via the Internet or by telephone. If you do not vote via the Internet or by telephone, then your Proxy Card may be mailed in the enclosed envelope, to which no postage need be affixed.
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| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 85 |
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| | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V67693-P28170 OLD NATIONAL BANCORP ATTN: CORPORATE SECRETARY P.O. BOX 718 EVANSVILLE, IN 47705 ! ! ! For All Withhold All For All Except ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. OLD NATIONAL BANCORP Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. Approval of a non-binding advisory proposal on the compensation of the Company's named executive officers. 3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025. 01) Barbara A. Boigegrain 02) Thomas L. Brown 03) Kathryn J. Hayley 04) Peter J. Henseler 05) Daniel S. Hermann Nominees: 1. Election of Directors THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. NOTE: In their discretion, the proxies named herein are authorized to vote upon such other matters as may properly come before Old National Bancorp's 2025 Annual Meeting of Shareholders, and at any adjournment or postponement thereof. For Against Abstain 06) Ryan C. Kitchell 07) Austin M. Ramirez 08) Ellen A. Rudnick 09) James C. Ryan, III 10) Thomas E. Salmon 11) Rebecca S. Skillman 12) Michael J. Small 13) Derrick J. Stewart 14) Stephen C. Van Arsdell 15) Katherine E. White SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 13, 2025 for shares held directly and by 11:59 p.m. Eastern Time on May 9, 2025 for shares held in an employee benefit plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ONB2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 13, 2025 for shares held directly and by 11:59 p.m. Eastern Time on May 9, 2025 for shares held in an employee benefit plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received by May 13, 2025. |
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| | V67694-P28170 Important Notice Regarding the Availability of Proxy Materials for Old National Bancorp's 2025 Annual Meeting of Shareholders: Old National Bancorp's Annual Report on Form 10-K, Notice of 2025 Annual Meeting of Shareholders and Proxy Statement are available at www.proxyvote.com. Continued and to be signed on reverse side OLD NATIONAL BANCORP 2025 Annual Meeting of Shareholders May 14, 2025 10:00 AM Central Time This proxy is solicited by the Board of Directors The undersigned hereby appoints John V. Moran, IV and Nicholas J. Chulos, and each of them, as proxies, each with the power to act alone and to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Old National Bancorp held of record by the undersigned at the close of business on March 20, 2025 at Old National Bancorp’s 2025 Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/ONB2025, on Wednesday, May 14, 2025, at 10:00 a.m., Central Time. The undersigned hereby acknowledges receipt of Old National Bancorp's Notice of 2025 Annual Meeting of Shareholders and of the accompanying Proxy Statement in connection with such meeting and at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE FIFTEEN NOMINEES TO THE BOARD OF DIRECTORS, IN FAVOR OF PROPOSAL 2 AND PROPOSAL 3, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE OLD NATIONAL BANCORP'S 2025 ANNUAL MEETING OF SHAREHOLDERS AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. NOTICE TO PARTICIPANTS IN EMPLOYEE BENEFIT PLANS If you are a participant in an employee benefit plan of Old National Bancorp and shares of Old National Bancorp are issued to or held for the account of the undersigned under such plan, then this proxy card also serves as voting instructions and directions to the trustee or administrator of each plan to vote such shares at the 2025 Annual Meeting of Shareholders, and at any adjournment or postponement thereof, as indicated on the reverse side of this proxy card. If no voting instructions or directions are provided, the respective trustee or plan administrator will vote the plan shares of the undersigned according to the provisions of the applicable plan. |