Old National Bancorp DEF 14A, filed Apr 5, 2024

About this DEF 14A

Old National Bancorp (ONB)

DEF 14A 2024-04-05 For: 2024-05-15

View Original

Added on June 12, 2026

20%
Racial/Ethnic Diversity

33%
Gender Diversity

62 years
Average Independent Director Age

8.2 years
Average Independent Director Tenure
Includes tenure at First Midwest

93%
Independent
All directors are independent
other than our CEO

80%
Other public company experience

Old National Bancorp filed this DEF 14A on April 5, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

To Our Shareholders: The 2024 Annual Meeting of Shareholders of Old National Bancorp (the “Company”) will be held as a virtual meeting on Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time. You will be able to attend the Annual Meeting, vote your shares and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ONB2024 and entering your 16-digit control number located on your Notice and Access Card or Proxy Card. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:		DATE AND TIME Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time VIRTUAL MEETING www.virtualshareholder‌meeting.com/ONB2024 and enter your 16-digit control number located on your Notice of Internet Availability of Proxy Materials or your Proxy Card WHO CAN VOTE Holders of common stock of record at the close of business on March 20, 2024

1	Election of the Company’s Board of Directors consisting of fifteen directors, each to serve a term of one year and until the election and qualification of his or her successor.
2	Approval of a non-binding advisory proposal on the compensation of our named executive officers.
3	Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
4	Transaction of such other business as may properly come before the meeting or any adjournments and postponements thereof.
The foregoing items of business, as well as instructions for accessing the virtual Annual Meeting, are more fully described in the Proxy Statement accompanying this Notice. Holders of common stock of record at the close of business on March 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting. We will begin mailing the Notice of Internet Availability of Proxy Materials to certain of our shareholders on April 5, 2024. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will continue to receive a paper copy of our proxy materials through the U.S. Mail. All proxy materials will be available at www.oldnational.com/Proxy on or about April 5, 2024. A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection at our principal office upon written request by a shareholder beginning five business days prior to the Annual Meeting and will remain accessible throughout the Annual Meeting at www.virtualshareholdermeeting.com/ONB2024. By Order of the Board of Directors Nicholas J. Chulos Executive Vice President, Chief Legal Officer and Corporate Secretary April 5, 2024
			IMPORTANT It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the meeting, please vote your shares by completing and mailing your Proxy Card in the envelope provided or vote by telephone or the Internet. Additional information on voting your shares is included in the attached Proxy Statement.


TERM	MEANING

401(k) Plan	Old National Bancorp Employee Stock Ownership and Savings Plan (a tax-qualified defined contribution plan)
AICP	The Company’s Annual Incentive Compensation Plan
Annual Meeting	2024 Annual Meeting of Shareholders of Old National Bancorp
Articles of Incorporation	Amended and Restated Articles of Incorporation of Old National Bancorp, as currently in effect
Board of Directors or Board	Board of Directors of Old National Bancorp
By-Laws	Amended and Restated By-Laws of Old National Bancorp, as currently in effect
CECL	Current expected credit loss, an accounting metric
CEO	Chief Executive Officer
CFO	Chief Financial Officer
common stock	Common stock, no par value per share, of Old National Bancorp
Company, Old National, we, us or our	Old National Bancorp
Compensation Committee	Talent Development and Compensation Committee of Old National Bancorp’s Board of Directors
Directors Deferred Compensation Plan	Old National Bancorp Directors Deferred Compensation Plan
EPS	Earnings per diluted common share
Equity Incentive Plan	Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (as amended and restated as of May 10, 2012, and further amended and restated as of April 27, 2017, April 29, 2021 and May 18, 2022)
ESG	Environmental, social and governance
Executive Deferred Compensation Plan	Old National Bancorp Executive Deferred Compensation Plan
FASB ASC	Financial Accounting Standards Board Accounting Standards Codification
First Midwest	First Midwest Bancorp, Inc.
First Midwest Bank	First Midwest Bank, which was a wholly-owned subsidiary of First Midwest Bancorp, Inc.
Form 10-K	Old National Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2023
GAAP	U.S. Generally Accepted Accounting Principles
Internal Revenue Code	Internal Revenue Code of 1986, as amended
KRX Index	KBW Nasdaq Regional Banking Index (Old National Bancorp is included in this index)
Merger	The merger of equals transaction pursuant to which Old National Bancorp and First Midwest Bancorp, Inc. merged on February 15, 2022
Merger Agreement	Agreement and Plan of Merger dated as of May 30, 2021 by and between Old National Bancorp and First Midwest Bancorp, Inc.
Named Executive Officer or NEO	An Executive officer who is named in the Summary Compensation Table in this Proxy Statement
Nasdaq	The Nasdaq Stock Market
Notice and Access Card	The Notice of Internet Availability of Proxy Materials
Notice of Annual Meeting or Notice	The Notice of Annual Meeting of Shareholders that accompanies this Proxy Statement
Old National Bank or Bank	Old National Bank, which is a wholly-owned subsidiary of Old National Bancorp
PCD loans	Purchased credit deteriorated loans
preferred stock	Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and Series C, of Old National Bancorp
Proxy	The designation of the authority to vote your shares of Old National Bancorp common stock at the Annual Meeting
Proxy Card	The proxy card or voting instruction form that accompanies this Proxy Statement
Proxy Statement	This Proxy Statement
Record Date	March 20, 2024 – the date used to determine the holders of common stock who are of record on the books and records of Old National Bancorp at the close of business on such date and who are entitled to notice of, and to vote at, the 2024 annual meeting of shareholders
ROAA	Return on average assets
ROATCE	Return on average tangible common equity
ROE	Return on equity
SEC	United States Securities and Exchange Commission
TSR	Total shareholder return
WTW	Willis Towers Watson, the independent compensation consultant to our Talent Development and Compensation Committee


PROXY STATEMENT – SUMMARY	1
ABOUT OLD NATIONAL	4
ENVIRONMENTAL, SOCIAL AND GOVERNANCE AT A GLANCE	9
GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS	12
CORPORATE GOVERNANCE AT OLD NATIONAL	18
Corporate Governance Guidelines and Committee Charters	18
Code of Business Conduct and Ethics	18
Director Independence	19
Board Leadership Structure	19
Chairman and CEO Roles	19
Lead Independent Director	20
Board and Committee Meetings	20
Committees of our Board	20
Board’s Role in Risk Oversight	24
Board and Committee Self-Assessments	25
Director Education	25
Succession Planning and Talent Development	25
Related Party Transactions	27
Compensation Committee Interlocks and Insider Participation	27
Communications from Shareholders to Directors	27
Policy Regarding Consideration of Director Candidates Recommended by Shareholders	27
ITEM 1 – ELECTION OF DIRECTORS	29
DIRECTOR COMPENSATION	40
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS	42
COMPENSATION DISCUSSION AND ANALYSIS	44
Executive Summary	45
Our Approach to Executive Compensation	45
2023 Performance Highlights	45
Completion of Partnership with CapStar Bank	47
2023 Reflected Pay for Performance Alignment	47
Shareholder Say-on-Pay Vote in 2023	47
Retirement of Mr. Scudder in 2024	47
Our Executive Compensation Philosophy	48
Compensation Best Practices	48
Compensation Governance	49
2023 Peer Group	51
2023 Compensation Program	52
Components of Our Executive Compensation Program	52
CEO Pay	55
Base Salary	56
Annual Incentive Compensation Program	56
Long-Term Equity Compensation (Performance Share Units and Restricted Stock)	59
Retirement and Other Welfare Benefits	61
Perquisites	62
Policies, Guidelines, and Other Practices	63
Stock Ownership Guidelines	63
Clawback, Anti-Pledging and Anti-Hedging Policies	63
Risk Assessment of Executive Compensation Program	64
Tax Considerations	64
Employment and Confidentiality and Restrictive Covenant Agreements with Our Executive Officers	65
COMPENSATION COMMITTEE REPORT	67

COMPENSATION TABLES	68
2023 Summary Compensation Table	68
All Other Compensation For 2023	69
Grants of Plan-Based Awards During 2023	69
Outstanding Equity Awards at December 31, 2023	70
Option Exercises and Stock Vested in 2023	71
2023 Nonqualified Deferred Compensation	71
Named Executive Officer Employment Agreements	71
Potential Payments Upon Termination of Employment or Change in Control	75
CEO PAY RATIO	82
DELINQUENT SECTION 16(a) REPORTS	82
PAY VERSUS PERFORMANCE	83
ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION	86
ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	88
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	89
REPORT OF THE AUDIT COMMITTEE	90
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING	92
ANNUAL REPORT	92
OTHER MATTERS	92



DATE AND TIME	LOCATION	RECORD DATE
Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time	Virtual/Online at www.virtualshareholder‌meeting.com/ONB2024	Holders of common stock of record at the close of business on March 20, 2024



VOTING		ADMISSION
Shareholders as of the Record Date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each matter to be voted on at the Annual Meeting.		To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/‌ONB2024. You will need the 16-digit control number included on your Notice and Access Card, or your Proxy Card or voting instruction form that accompanied this Proxy Statement.


PROPOSAL		RECOMMENDATION	PAGE REFERENCE
1	Election of Directors	FOR each director nominee	29
2	Approval of a non-binding advisory proposal on the compensation of our named executive officers	FOR	86
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, 2024	FOR	88


NAME	DIRECTOR SINCE	PRINCIPAL OCCUPATION	INDEPENDENT
Barbara A. Boigegrain	2008*	Former Chief Executive Officer & General Secretary, Wespath Benefits and Investments
Thomas L. Brown	2017*	Former Senior Vice President & Chief Financial Officer, RLI Corp.; former partner, PricewaterhouseCoopers LLP
Kathryn J. Hayley	2016*	Chief Executive Officer, Rosewood Advisory Services, LLC; former Executive Vice President, UnitedHealthcare, a subsidiary of UnitedHealth Group, Inc.
Peter J. Henseler	2011*	Chairman, TOMY International
Daniel S. Hermann	2020	Founding partner, Lechwe Holdings LLC; former Chief Executive Officer, AmeriQual Group, LLC
Ryan C. Kitchell	2018	Chairman, Indiana Governor’s Workforce Cabinet; former Executive Vice President & Chief Financial Officer, Indiana University Health
Austin M. Ramirez	2020	President & Chief Executive Officer, Husco
Ellen A. Rudnick	2005*	Senior Advisor, University of Chicago Booth School of Business; former Vice President, Baxter International, Inc.
James C. Ryan, III	2019	Chairman & Chief Executive Officer, Old National Bancorp	–
Thomas E. Salmon	2018	Former Chairman & Chief Executive Officer, Berry Global Group, Inc. (NYSE)
Rebecca S. Skillman	2013	Former Chair, Radius Indiana; former Lt. Governor, State of Indiana
Michael J. Small	2010*	Chairman, Kognitive Networks, Inc.; former President and Chief Executive Officer of GoGo, Inc.
Derrick J. Stewart	2015	Executive Vice President and Chief Operating Officer, YMCA Retirement Fund
Stephen C. Van Arsdell	2017*	Former Senior Partner, Chairman and CEO, Deloitte & Touche LLP
Katherine E. White	2015	Brigadier General, U.S. Army National Guard; Professor of Law, Wayne State University Law School

ESG considerations, and other elements of corporate social responsibility, are integrated and embedded within the policies, procedures and principles that govern Old National. Our Company is committed to serving as a cornerstone of the local community and maintaining transparency in governance, as well as environmental responsibility and sustainability. We also aim to strengthen the communities we serve through team member volunteerism and corporate philanthropy efforts. Our 2023 ESG Report summarizes the Company’s approach to corporate social responsibility. As discussed more fully in our ESG Report, Old National earned numerous awards and recognitions in 2023 that reflect our culture and our commitment to corporate social responsibility. In 2024, we will continue to evaluate issues that collectively represent the Company’s most significant and material risks, as well as opportunities for enhanced shareholder value. The Company will also continue to assess its ESG priorities in 2024, including climate-related risks and opportunities. We are pleased to present our 2023 ESG Report, which can be found on our website at www.oldnational/esg.	COMMITTED TO DIVERSITY, EQUITY AND INCLUSION
		47% Corporate Board diversity (gender, racial and ethnic diversity)
		67% of all Old National team members are female
			25% Total workforce is racially or ethnically diverse
			50% Gender/Ethnic Diversity on Executive Leadership Team


		Empowerment Small Business Loan Program • Increase capital for minority and women owned businesses with annual revenues of less than $25 million • Preference for companies operating in LMI and majority-minority census tracts

		Down Payment Assistance / Home Manager Programs • Empowers LMI first-time home buyers to achieve their dream of home ownership • Affordable residential mortgage products with 3% down payment, 97% financing and other flexible features • No private mortgage insurance

		Financial Empowerment (2023) • Over 11,000 individuals reached through in-person financial education presentations • 130 Old National financial education instructors for real-life finance curriculum • Spanish translation of real-life curriculum


For additional information about our corporate governance practices, you may view the following documents on our website at www.oldnational.com under the Investor Relations/ Governance link. These documents also are available to any interested party who requests them by writing to: Corporate Secretary, Old National Bancorp, P.O. Box 718, Evansville, Indiana 47705-0718. ● Corporate Governance Guidelines ● Code of Business Conduct and Ethics (applicable to all directors, officers and team members) ● Code of Ethics for CEO and Senior Financial Officers ● Audit Committee Charter ● Corporate Responsibility Committee Charter ● Enterprise Risk Committee Charter ● Executive Committee Charter ● Nominating and Corporate Governance Committee Charter ● Talent Development and Compensation Committee Charter	Corporate Governance Guidelines and Committee Charters
		Our Corporate Governance Guidelines and committee charters describe various aspects of our corporate governance practices. The Corporate Governance Guidelines and charters are intended to ensure that our Board of Directors has certain practices in place relating to oversight of management and various components of our business operations and to Board decision making that is independent of management.
		Code of Business Conduct and Ethics
		We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and team members, as well as a Code of Ethics for CEO and Senior Financial Officers, which applies to our CEO and senior financial officers. Our Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by applicable SEC rules, and also meets the requirements of a “code of conduct” under the applicable Nasdaq rules. Annually, all team members are required to certify that they have reviewed and are familiar with our Code of Business Conduct and Ethics, and all directors and officers are required to certify compliance with this code. Waivers of the Code of Business Conduct and Ethics for executive officers and directors must be approved by our Board of Directors. Similarly, our CEO and senior financial officers must certify annually that they have reviewed, are familiar with and are in compliance with the Code of Ethics for CEO and Senior Financial Officers. Waivers of the Code of Ethics for CEO and Senior Financial Officers must be submitted to and approved by our Board of Directors.




Committee Members	Key Responsibilities	# of Meetings in 2023
James C. Ryan, III (Chair) Thomas L. Brown Daniel S. Hermann Ellen A. Rudnick Rebecca S. Skillman Derrick J. Stewart Stephen C. Van Arsdell	– Reviews and recommends to the Board the annual budget as well as the multi-year strategic plan of the Company – Assesses and monitors the Company’s performance against the annual and multi-year strategic plan and the annual budget – Reviews strategic direction of the Company with management – Reviews the Company’s capital plan and policy and recommends to the Board dividends and any share repurchase program of the Company – Discusses corporate development and other acquisition opportunities with management	4


AUDIT COMMITTEE	ENTERPRISE RISK COMMITTEE	EXECUTIVE COMMMITTEE
Risks that raise material issues associated with accounting, financial reporting, tax and internal control over financial reporting.	Compliance/regulatory, credit, legal, liquidity, market, operational (including information technology and information security/cyber), reputational, strategic and talent management risks at the Company.	Risks associated with the Company’s strategy, annual budget, capital position, operating performance, as well as acquisition opportunities.


TALENT DEVELOPMENT AND COMPENSATION COMMITTEE	CORPORATE RESPONSIBILITY COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Risks associated with the Company’s compensation programs and arrangements, including cash and equity incentive plans and talent development and succession planning.	Risks associated with corporate social responsibility initiatives, employee and customer engagement, the Community Reinvestment Act, fair lending and employee and supplier diversity.	Risks associated with corporate governance generally, CEO succession planning and board and committee composition.


	One Main Street, Evansville, Indiana 47708


	The Board unanimously recommends that you vote “FOR” the election of the fifteen nominees named below as directors of the Company.


	BANKING AND FINANCIAL INDUSTRY			COMPENSATION AND BENEFITS
	Knowledge and experience in the banking and financial services industry are important to understanding our business model and strategic plan			Understanding executive compensation and employee benefits is important to understanding and evaluating our various executive compensation plans and programs
	CORPORATE GOVERNANCE			MERGERS AND ACQUISITIONS
	Knowledge of corporate governance matters, policies and best practices assists the Board in considering and adopting appropriate corporate governance practices			Knowledge and experience in mergers, acquisitions and other strategic partnership opportunities are important to evaluating growth opportunities
	FINANCE AND ACCOUNTING			RISK MANAGEMENT
	Knowledge and experience in accounting or financial reporting are important to effectively oversee the Company’s financial position and condition and the accurate reporting thereof			Experience in assessing and managing business and financial risk factors is important to effectively oversee risk management and understand risks facing the Company

	TECH OR IT			DIVERSITY
	Experience with or oversight of technology, information security or cybersecurity is important in overseeing the security of the Company’s operations and systems			Gender and racial/ethnic diversity allows for diversity of thought, experiences and perspectives and leads to better outcomes for our shareholders, team members, clients and communities
	EXECUTIVE MANAGEMENT			ENVIRONMENTAL, SOCIAL AND GOVERNANCE
	Knowledge and experience in executive management positions assist the Board in overseeing our business activities and evaluating and overseeing our strategic plan			Understanding environmental, social and governance matters assists the Board in overseeing the Company’s non-financial risks and opportunities inherent to its day-to-day activities, as well as the Company’s corporate social responsibility priorities
	Represents each director who possesses the skill or attribute


Total Number of Directors: 15	Female	Male
Part I: Gender Diversity
Directors	5	10
Part II: Demographic Background
African American or Black	1	1
Hispanic or Latinx	–	1
White	4	8

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 (ESG) 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 the Texas Medical Foundation. 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 CEO 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: 66 Tenure: ● Old National: 2022 ● First Midwest: 2008 Committees: ● 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, ESG and sustainable investing.

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 for ten years as its Midwest Regional Financial Services Director and led teams responsible for the banking, insurance, capital markets and investment management business sectors. Mr. Brown currently serves on the boards of directors of James River Group Holdings, Ltd. (Nasdaq) and the 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: 67 Tenure: ● Old National: 2022 ● First Midwest: 2017 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.

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). 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: 65 Tenure: ● Old National: 2022 ● First Midwest: 2016 Committees: ● Corporate Responsibility ● Enterprise Risk ● 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 employee benefits and talent management experience, Ms. Hayley provides our Board with valuable technology, strategic planning, executive management, human resources, benefits and ESG experience, as well as the insights of a former senior executive of several public companies.

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. In February 2018, he completed his tenure as Chairman of the Toy Industry Foundation and now serves as an executive advisor to the board. He also previously served on the board of directors of the American Toy Industry Association. 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: 65 Tenure: ● Old National: 2022 ● First Midwest: 2011 Committees: ● Corporate Responsibility ● Nominating and Corporate Governance ● 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, marketing, risk, compensation and merger and acquisition experience.

DANIEL S. HERMANN

	EXPERIENCE AND QUALIFICATIONS 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 General Signals, 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.

Age: 66 Tenure: ● Director Since: 2020 Committees: ● Audit ● Executive ● 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, compensation, risk, merger and acquisition, finance and accounting experience to the Board, as well as public company board experience.

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, he worked for Indiana Governor Mitch Daniels, first as a Public Finance Director from 2005 until 2007 and then as a 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 Partners, 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: 50 Tenure: ● Director Since: 2018 Committees: ● Audit ● Corporate Responsibility ● Nominating and Corporate Governance
		REASONS FOR NOMINATION Through his executive leadership at the largest healthcare system in Indiana, Mr. Kitchell brings to the Board executive leadership experience with a strong finance background. In addition, he brings significant public finance experience.

AUSTIN M. RAMIREZ

	EXPERIENCE AND QUALIFICATIONS Mr. Ramirez is the President and CEO of Husco, a global engineering and manufacturing company with over 1,500 employees worldwide. Prior to joining Husco in 2003, he was a consultant in the San Francisco office of McKinsey & Company where he specialized in corporate finance and industrial operations. From 2016 to 2017, Mr. Ramirez served as a White House Fellow on the National Economic Council in Washington D.C. In 2014, Mr. Ramirez was selected as a Young Global Leader of the World Economic Forum and is a 2018 Henry Crown Fellow at the Aspen Institute. Mr. Ramirez joined the board of directors of The Marcus Corporation (NYSE) in 2023. Mr. Ramirez has volunteered on a number of education-focused boards including Teach for America, the Boys and Girls Clubs, the YMCA and the United Performing Arts Fund. He is a co-founder of St. Augustine Preparatory Academy. He has also served as a director of the Greater Milwaukee Committee, Metropolitan Milwaukee Chamber of Commerce and the National Association of Manufacturers. Mr. Ramirez graduated from the University of Virginia in 2001 with degrees in Systems Engineering and Economics and received an MBA from Stanford Graduate School of Business, where he was an Arjay Miller Scholar and a Goldman Sachs Fellow.

Age: 45 Tenure: ● Director Since: 2020 Committees: ● Corporate Responsibility ● Nominating and Corporate Governance
		REASONS FOR NOMINATION With significant experience in leading an international manufacturing company, Mr. Ramirez brings important executive management, operations, risk, 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.

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, Chairman of Pacific Biometrics and Corporate Vice President of Baxter International, Inc. (NYSE). She currently serves on the boards of directors of Liberty Mutual Insurance Company (since 2001) and Patterson Companies (since 2003; Nasdaq). Ms. Rudnick previously served on the board of directors of 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: 73 Tenure: ● Old National: 2022 ● First Midwest: 2005 Committees: ● Corporate Responsibility ● 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, ESG, business and entrepreneurial experience to our Board of Directors.

JAMES C. RYAN, III

	EXPERIENCE AND QUALIFICATIONS Mr. Ryan is the Chairman and CEO of the Company. Prior to beginning his role as CEO in 2019, Mr. Ryan was Senior Executive Vice President and Chief Financial Officer of the Company from 2016 until 2019. He has also served the Company as Director of Corporate Development and Mortgage Banking, Integration Executive and Treasurer. Prior to joining Old National in 2005, Mr. Ryan held senior finance positions at Wells Fargo Home Mortgage and Old Kent Financial Corp. Mr. Ryan currently serves on the board of directors of the American Bankers Association and the Mid-Size Bank Coalition of America. In addition, he is the Vice Chair of the Evansville Regional Business Committee and a member of the Southwest Indiana Regional Development Authority. Mr. Ryan is also the Vice Chair of Deaconess Health Systems, the premier provider of healthcare service to 51 counties in three states, including Indiana, Illinois and Kentucky. He also serves on the board of directors of the Central Indiana Corporate Partnership, Inc., the Evansville Regional Economic Partnership and Golf Gives Back. Mr. Ryan earned a Bachelor’s Degree in Business Administration from Grand Valley State University in 1994.

Age: 52 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.

THOMAS E. SALMON

	EXPERIENCE AND QUALIFICATIONS Mr. Salmon served as director, Chairman and Chief Executive Officer 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, served as President of Berry’s Consumer Packaging Division from November 2015 to October 2016, served as President of Berry’s Rigid Closed Top Division from November 2014 to November 2015 and served 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. 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 from Saint Bonaventure University in New York in 1985.

Age: 60 Tenure: ● Director Since: 2018 Committees: ● Enterprise Risk ● Talent Development and Compensation
		REASONS FOR NOMINATION With almost 20 years of leadership experience 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.

REBECCA S. SKILLMAN

	EXPERIENCE AND QUALIFICATIONS Ms. Skillman was appointed as the Company’s Lead Independent Director in 2016. 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: 73 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 2000, Ms. Skillman brings to the Board expertise and leadership in executive management, economic development, community involvement, governmental and political affairs and civil service.

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 Leadership Greater Chicago and 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: 66 Tenure: ● Old National: 2022 ● First Midwest: 2010 Committees: ● Audit ● Enterprise Risk
		REASONS FOR NOMINATION Through his board, executive and financial experience, 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.

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 was 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 YMCA Employee Benefits Management Committee. 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: 46 Tenure: ● Director Since: 2015 Committees: ● Corporate Responsibility ● Enterprise Risk ● Executive
		REASONS FOR NOMINATION Mr. Stewart brings to the Board executive management and ESG experience 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 young people from all walks of life to achieve their potential.

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 is a member of the Audit Committee of Brown Brothers Harriman & Co. (since 2015). He 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. 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: 73 Tenure: ● Old National: 2022 ● First Midwest: 2017 Committees: ● Audit ● Executive ● Nominating and Corporate Governance
		REASONS FOR NOMINATION Mr. Van Arsdell brings to our Board extensive finance, accounting, and risk management experience, together with strategic and executive leadership skills developed through his senior positions with a global accounting and advisory services organization.

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 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, and she has served in that capacity since 1999. From 1995 to 1996, Ms. White was a Judicial Law Clerk to the Honorable Randall R. Rader, Circuit Judge 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 from the George Washington University Law School and a Master’s Degree in Strategic Studies from the U.S. Army War College. In addition, Ms. White is a Fulbright Senior Scholar, a White House Fellow (from 2001-2002) and a registered patent attorney.

Age: 57 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 and her ESG experience.