Old National Bancorp DEF 14A, filed Mar 30, 2023

About this DEF 14A

Old National Bancorp (ONB)

DEF 14A 2023-03-30

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Added on June 12, 2026

19%
Racial/Ethnic Diversity

31%
Gender Diversity

61 years
Average Age

8.5 years
Average Independent Director Tenure
Includes tenure at First Midwest

88%
Independent
All directors are independent other than our Executive Chairman and our CEO

81%
Directors possess other public company experience

Old National Bancorp filed this DEF 14A on March 30, 2023.

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To Our Shareholders: The 2023 Annual Meeting of Shareholders of Old National Bancorp (the “Company”) will be held as a virtual meeting on Wednesday, May 10, 2023, 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/‌ONB2023 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 10, 2023, at 9:00 a.m., Central Daylight Time VIRTUAL MEETING www.virtualshareholder‌meeting.com/ONB2023 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 10, 2023

1	Election of the Company’s Board of Directors consisting of sixteen directors to serve for one year (with the exception of Michael L. Scudder who will serve until February 15, 2024) and until the election and qualification of their successors.
2	Approval of a non-binding advisory proposal on executive compensation.
3	Approval of a non-binding advisory proposal determining the frequency of advisory votes on executive compensation.
4	Approval of the Company’s Amended and Restated Employee Stock Purchase Plan.
5	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, 2023.
6	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 10, 2023 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 or about March 30, 2023. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will continue to receive a paper copy of our proxy materials. All proxy materials will be available by March 30, 2023 at www.oldnational.com/Proxy. 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/ONB2023. By Order of the Board of Directors Nicholas J. Chulos Executive Vice President, Chief Legal Officer and Corporate Secretary March 30, 2023
			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
Annual Meeting	2023 Annual Meeting of Shareholders of Old National Bancorp
Articles of Incorporation	Amended and Restated Articles of Incorporation of Old National Bancorp, as in effect currently
BKX	KBW Nasdaq Bank Index
Board of Directors or Board	Board of Directors of Old National Bancorp
By-Laws	Amended and Restated By-Laws of Old National Bancorp, as in effect currently
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
Directors Deferred Compensation Plan	Old National Bancorp Directors Deferred Compensation Plan
EPS	Earnings per 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
ESPP	Old National Bancorp Amended and Restated Employee Stock Purchase Plan
Executive Deferred Compensation Plan	Old National Bancorp Executive Deferred Compensation Plan
FASB ASC	Financial Accounting Standards Board Account 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, 2022
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 Officers or NEOs	Executive officers named in the Summary Compensation Table contained 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
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 10, 2023 – the date that holders of common stock who are of record on the books and records of Old National Bancorp at the close of business on March 10, 2023 and who are entitled to notice of, and to vote at, the 2023 annual meeting of shareholders
ROA	Return on assets
ROATCE	Return on average tangible common equity
ROE	Return on equity
SEC	United States Securities and Exchange Commission
STIP	Short Term Incentive Plan under which annual incentive awards were made for 2022
TSR	Total Shareholder Return
WTW	Willis Towers Watson, the independent compensation consultant to our Compensation Committee


PROXY STATEMENT – SUMMARY	1
ABOUT OLD NATIONAL	4
GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS	8
CORPORATE GOVERNANCE AT OLD NATIONAL	15
Corporate Governance Guidelines and Committee Charters	15
Code of Business Conduct and Ethics	15
Director Independence	16
Board Leadership Structure and Function	16
Executive Chairman and CEO Roles	16
Lead Independent Director	17
Board and Committee Meetings	17
Committees of our Board	18
Board’s Role in Risk Oversight	22
Board and Committee Self-Assessments	23
Director Education	23
Succession Planning	23
Related Party Transactions	24
Compensation Committee Interlocks and Insider Participation	24
Communications from Shareholders to Directors	24
Policy Regarding Consideration of Director Candidates Recommended by Shareholders	25
ENVIRONMENTAL, SOCIAL AND GOVERNANCE AT A GLANCE	26
ITEM 1 – ELECTION OF DIRECTORS	27
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
2022 Performance Highlights	45
Completion of Transformational Merger	46
Pay for Performance Alignment	47
Shareholder Say-On-Pay Vote in 2022	48
Our Executive Compensation Philosophy	49
Compensation Best Practices	49
Compensation Governance	50
2022 Peer Group	52
2022 Compensation Program	53
Components of Our Executive Compensation Program	53
CEO Pay	57
Base Salary	58
Annual Incentive Compensation	59
Long-Term Equity Compensation (Performance Share Units and Restricted Stock)	61
One-Time, Performance-Based Integration Awards	65
Retirement and Other Welfare Benefits	68
Perquisites	68
Policies, Guidelines, and Other Practices	69
Stock Ownership Guidelines	69
Clawback, Anti-Pledging, Anti-Hedging and Other Policies	69
Risk Assessment of Executive Compensation Program	70
Tax Considerations	70
Employment and Restrictive Covenant Agreements with Our Executive Officers	70
Letter Agreements in Connection with the Merger with First Midwest	71
COMPENSATION COMMITTEE REPORT	74
COMPENSATION TABLES	75

2022 Summary Compensation Table	75
Grants of Plan-Based Awards During 2022	77
Outstanding Equity Awards at December 31, 2022	78
Option Exercises and Stock Vested in 2022	79
2022 Nonqualified Deferred Compensation	79
Potential Payments on Termination or Change in Control	80
CEO PAY RATIO	86
DELINQUENT SECTION 16(A) REPORTS	86
PAY VERSUS PERFORMANCE	87
ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION	90
ITEM 3 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL DETERMINING THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION	92
ITEM 4 – APPROVAL OF THE OLD NATIONAL BANCORP AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN	93
ITEM 5 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	99
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	100
REPORT OF THE AUDIT COMMITTEE	101
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2024 ANNUAL MEETING	103
ANNUAL REPORT	103
OTHER MATTERS	103
APPENDIX I – AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN	A-1



DATE AND TIME	LOCATION	RECORD DATE
Wednesday, May 10, 2023, at 9:00 a.m., Central Daylight Time	Virtual/Online at www.virtualshareholder‌meeting.com/ONB2023	Holders of common stock of record at the close of business on March 10, 2023



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/‌ONB2023. 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	27
2	Approval of a non-binding advisory proposal on executive compensation	FOR	90
3	Approval of a non-binding proposal determining the frequency of advisory votes on executive compensation	1 YEAR	92
4	Approval of the Company’s Amended and Restated Employee Stock Purchase Plan	FOR	93
5	Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023	FOR	99


NAME	DIRECTOR SINCE	PRINCIPAL OCCUPATION	INDEPENDENT
Barbara A. Boigegrain	2008*	Former CEO & General Secretary, Wespath Benefits and Investments
Thomas L. Brown	2017*	Former SVP & CFO, RLI Corp. (NYSE); former partner, PricewaterhouseCoopers LLP
Kathryn J. Hayley	2016*	CEO, Rosewood Advisory Services, LLC; former Executive Vice President, UnitedHealthcare, a subsidiary of UnitedHealth Group, Inc. (NYSE)
Peter J. Henseler	2011*	Chairman, TOMY International
Daniel S. Hermann	2020	Founding partner, Lechwe Holdings LLC; former CEO, AmeriQual Group, LLC
Ryan C. Kitchell	2018	Chairman, Indiana Governor’s Workforce Cabinet; former EVP & Chief Financial Officer, Indiana University Health
Austin M. Ramirez	2020	President & CEO, Husco International
Ellen A. Rudnick	2005*	Senior Advisor & Adjunct Professor of Entrepreneurship, University of Chicago Booth School of Business; former Vice President, Baxter International, Inc. (NYSE)
James C. Ryan, III	2019	CEO, Old National Bancorp	–
Thomas E. Salmon	2018	Chairman & CEO, Berry Global Group, Inc. (NYSE)
Michael L. Scudder	2008*	Executive Chairman, Old National Bancorp	–
Rebecca S. Skillman	2013	Chairperson, Radius Indiana; former Lt. Governor, State of Indiana
Michael J. Small	2010*	Chairman, K4 Mobility Inc.; former President and CEO of GoGo, Inc. (Nasdaq)
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


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/Corporate 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, IN 47705-0718. ● Corporate Governance Guidelines ● Code of Business Conduct and Ethics (applicable to all directors, officers and team members) ● Code of Ethics for 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 make decisions that are 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 Senior Financial Officers, which applies to our 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 rules of the Nasdaq Stock Market. 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 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 senior financial officers must certify annually that they have reviewed, are familiar with and are in compliance with the Code of Ethics for Senior Financial Officers. Waivers of the Code of Ethics for Senior Financial Officers must be submitted to and approved by our Board of Directors.


AUDIT COMMITTEE	ENTERPRISE RISK COMMITTEE	EXECUTIVE COMMMITTEE
Risks that raise material issues associated with accounting, financial reporting, tax and internal controls 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, operating plan and 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 employee and customer engagement, the Community Reinvestment Act, fair lending, employee and supplier diversity and the Company’s affirmative action plan.	Risks associated with corporate governance generally, CEO succession planning and board and committee composition.

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. We are pleased to present our 2022 ESG Report, which summarizes the Company’s approach to corporate social responsibility. The full report can be found on our website at www.oldnational/esg. Beginning with our 2020 ESG Report, we have aligned our disclosures with the Sustainability Accounting Standards Board (SASB) Commercial Bank standard. As discussed more fully in our ESG Report, Old National earned numerous awards and recognitions in 2022 that reflect our culture and our commitment to corporate social responsibility. Among other recognitions, Old National was recognized as a member of the Bloomberg Gender-Equality Index, a Disability Equality Index “Best Place to Work” and Military Friendly Employer. In 2023, 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 2023, including climate-related risks and opportunities.	COMMITTED TO DIVERSITY, EQUITY AND INCLUSION
		44% Corporate Board diversity (women, racial and ethnic diversity)
		68% of all Old National team members are women
			22% Total workforce is racially or ethnically diverse
			100% score on the Disability Equality Index Best Places to Work


	The Board unanimously recommends that you vote “FOR” the election of the sixteen nominees 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 assists 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.
	Represents each director who possesses the skill or attribute


Total Number of Directors: 16	Female	Male
Part I: Gender Diversity
Directors	5	11
Part II: Demographic Background
African American or Black	1	1
Hispanic or Latinx	–	1
White	4	9

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: 65 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 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 of 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: 66 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, risk and senior 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 to 2021), Interior Logic Group, Inc. (2021 to 2022), Tribridge Holdings, LLC (2015 to 2017), as well as the advisory board of E.A. Renfroe & Company, Inc. (2016 to 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: 64 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: 64 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 and marketing 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 51 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 from Indiana State University in 1979.

Age: 65 Tenure: ● Director Since: 2020 Committees: ● Audit ● Executive ● Talent Development and Compensation
		REASONS FOR NOMINATION With over 30 years as a senior executive, Mr. Hermann brings extensive business, operations, leadership, compensation, finance and accounting experience to the Board. He also brings significant public company board experience, given his previous service as a director for Foresight Energy, LP.

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 the State of Indiana, 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 controllership 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 Indiana Sports Corporation, OneAmerica Financial Partners and Help at Home. Mr. Kitchell earned an economics degree from Indiana University in 1996 and an MBA from the Tuck School of Business at Dartmouth in 2002. He also has earned the Chartered Financial Analyst (CFA) designation.

Age: 49 Tenure: ● Director Since: 2018 Committees: ● Audit ● Corporate Responsibility ● Nominating and Corporate Governance
		REASONS FOR NOMINATION Through his nine years of executive leadership with the largest healthcare system in Indiana, Mr. Kitchell brings to the Board executive leadership experience with a strong finance background. He also brings significant public finance experience.

AUSTIN M. RAMIREZ

	EXPERIENCE AND QUALIFICATIONS Mr. Ramirez is the President and CEO of HUSCO International, 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 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 the Founding Curator of the Forum’s Global Shaper Hub in Milwaukee. Mr. Ramirez currently serves on the board of directors for The Marcus Corporation (NYSE), the Association of Equipment Manufacturers and the Kern Family Foundation. 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 and board member of St. Augustine Preparatory Academy and a founding member of City Reformed Church. He has 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. He also holds an MBA from Stanford Graduate School of Business, where he was an Arjay Miller Scholar and a Goldman Sachs Fellow.

Age: 44 Tenure: ● Director Since: 2020 Committees: ● Corporate Responsibility ● Nominating and Corporate Governance
		REASONS FOR NOMINATION With over 15 years leading an international manufacturing company, Mr. Ramirez brings important executive management, operations and leadership 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 and Adjunct Professor of Entrepreneurship and previously served as the Executive Director of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago. 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 to 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 the 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: 72 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 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 CEO of the Company. Mr. Ryan served as Chairman and CEO of the Company through February 15, 2022. Prior to beginning his role as CEO in 2019, Mr. Ryan was Senior Executive Vice President and CFO 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 is the Vice Chairman of the Evansville Regional Business Committee and a member of the Southwest Indiana Regional Development Authority. He is a board member for Deaconess Health Systems, Inc. and Golf Gives Back. He is also a member of the Central Indiana Corporate Partnership, Inc. and is the immediate past Chairman of the Evansville Regional Economic Partnership. Mr. Ryan earned a Bachelor’s Degree in Business Administration from Grand Valley State University in Allendale, Michigan in 1994.

Age: 51 Tenure: ● Director Since: 2019 Committees: ● Executive
		REASONS FOR NOMINATION Mr. Ryan brings to the Board, among other skills and qualifications, 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 products and services is tremendously 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 currently serves as Chairman and CEO of Berry Global Group, Inc. (NYSE), where he was appointed to the board of directors in February 2017. He previously served as Berry Global’s President and Chief Operating Officer from October 2016 to February 2017. He 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. 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 serves on several boards including the Evansville Regional Business Committee, Golf Gives Back and Signature School. Mr. Salmon earned a Bachelor of Business Administration from Saint Bonaventure University in New York in 1985.

Age: 59 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.

MICHAEL L. SCUDDER

	EXPERIENCE AND QUALIFICATIONS Mr. Scudder is the Executive Chairman of the Board of Directors of the Company. Previously, Mr. Scudder served as the Chief Executive Officer of First Midwest from 2008 to 2022 as well as the Chairman of the First Midwest board of directors from 2017 to 2022, in both cases until First Midwest’s merger with Old National. Mr. Scudder served as First Midwest’s President from 2007 to 2017, its Chief Operating Officer from 2007 to 2008 and its Chief Financial Officer from 2002 to 2007. He also served in various other leadership capacities across all areas of First Midwest in his 37 years of service to the company. Under his leadership, First Midwest grew from $8 billion to $24 billion of total assets, becoming the 3^rd largest independent bank in the Chicago area. Mr. Scudder currently serves as a member of the board of directors of Silver Cross Hospital, the board of trustees of DePaul University and the executive committee of DePaul University’s Center for Financial Services. He also serves on the board of the Will County (Illinois) Center for Economic Development and its executive committee. He is a member of the Economic Club of Chicago, the Commercial Club of Chicago, the Bankers Club of Chicago and the Chicago Club. Mr. Scudder previously served as an inaugural member of the Federal Reserve Bank of Chicago’s Community Depository Institution Advisory Council. He is a member of the Mid-Size Bank Coalition of America and is a past member of the board of directors of the American Bankers Association and a past chair of the ABA’s CEO Council. Mr. Scudder earned a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1982 and a Master of Business Administration with a concentration in Finance from DePaul University in 1993.

Age: 62 Tenure: ● Old National: 2022 ● First Midwest: 2008 Committees: ● Executive
		REASONS FOR NOMINATION Mr. Scudder brings extensive public company, executive leadership, financial, merger and acquisition and risk experience to our Board of Directors derived from nearly 40 years in the banking industry. He has significant abilities in developing and implementing long-term strategic plans and vision and was critical to the growth and success of First Midwest as well as its successful combination with Old National.

REBECCA S. SKILLMAN

	EXPERIENCE AND QUALIFICATIONS Ms. Skillman was appointed as the Company’s Lead Independent Director in 2016. Ms. Skillman currently serves as Chairperson of the Board for Radius Indiana, an economic development regional partnership which represents Crawford, Daviess, Dubois, Greene, Lawrence, Martin, Orange and Washington Counties in South Central Indiana. She previously served as Senior Advisor of Radius Indiana from July 2016 to December 2016, and she served as CEO of Radius Indiana from February 2013 to July 2016. She serves as an advisor for Bowen Center for Public Affairs, Ball State University and Indiana University’s Center for Rural Engagement. 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. Ms. Skillman earned an Associate’s degree with a business concentration from Indiana Wesleyan University in 2010.

Age: 72 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 K4 Mobility Inc., a technology developer and provider of satellite communications 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: 65 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 is a member of the board of directors of 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 and a past member of the Board of Trustees of the YMCA Retirement Fund. 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: 45 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 also is a member of the board of directors and the Audit Committee of Mueller Water Products, Inc. (since 2019; NYSE). He 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 currently serves as the chair of the board of trustees of the Morton Arboretum, having previously chaired its Finance Committee, and he previously chaired 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: 72 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, as Director: Office of Diversity, Equity, and Inclusion, 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 1998. 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: 56 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 board experience as a member of several public company boards of directors and board committees and her ESG experience.


Director Compensation	2022

Annual Cash Retainer	$	60,000
Annual Stock Grant	$	80,000
Lead Independent Director Retainer	$	35,000

7
	Annual Cash Retainers
Committee Compensation	Member Fee		Chair Fee
Audit	$	10,000	$	20,000
Enterprise Risk	$	8,500	$	13,500
Compensation	$	8,500	$	13,500
Nominating and Corporate Governance	$	7,500	$	12,500
Corporate Responsibility	$	7,500	$	12,500
Executive	$	7,500	$	NA*

Stock Ownership Guidelines	5x Annual Cash Retainer