Form 4: Director Salmon Boosts ONB Phantom Stock Holdings

Old National Bancorp Director Tom Salmon acquired 4,815 shares of phantom stock through the company's deferred compensation plan.

Summary

• Tom Salmon, a Director at Old National Bancorp (ONB), acquired 4,815 shares of phantom stock.
• The transaction occurred on November 13, 2025, as part of the Old National Bancorp Directors' Deferred Compensation Plan.
• The phantom stock represents shares of Old National Bancorp common stock on a 1-for-1 basis.
• These shares are payable in cash upon distribution to the participant in accordance with the terms of the Plan.
• The acquisition includes shares from quarterly director fees paid in cash and the deferral of the equity portion of the Reporting Person's 2025 annual director compensation.
• Following this transaction, Tom Salmon beneficially owns 49,821 shares of phantom stock.
• The price of the derivative security (phantom stock) was $20.7684 per share.

Sentiment

Score: 7

Explanation: The acquisition of additional phantom stock by a director, even as part of a compensation plan, generally indicates continued alignment of interests with the company's performance and can be viewed positively by investors. It's a routine, non-market driven transaction, so the positive sentiment is moderate.

Positives

• The acquisition of phantom stock by a director aligns management's interests with those of shareholders, as the value of the phantom stock is tied to the company's common stock performance.
• The transaction is part of a structured deferred compensation plan, indicating a commitment to long-term incentives for directors.

Future Outlook

The filing does not contain explicit forward-looking statements beyond the nature of the phantom stock being payable in cash upon future distribution in accordance with the plan terms.

Management Comments

• The acquisition represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors' Deferred Compensation Plan as a result of quarterly director fees paid in cash to the participant.
• The acquisition also represents shares of phantom stock acquired pursuant to the Plan as a result of the deferral of the equity portion of the Reporting Person's 2025 annual director compensation.

Industry Context

This transaction is a routine insider filing related to director compensation, common across publicly traded companies that offer deferred compensation plans to align director interests with long-term shareholder value. It reflects standard corporate governance practices for executive and director remuneration.

Comparison to Industry Standards

• Deferred compensation plans for directors, often involving phantom stock or similar equity-linked instruments, are a common practice among U.S. financial institutions and public companies, including regional banks like Old National Bancorp.
• Such plans are designed to retain experienced board members and align their financial interests with the long-term performance of the company's stock, similar to practices seen at peers such as First Financial Bancorp (FFBC) or German American Bancorp (GABC).

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Director Tom Salmon from Old National Bancorp under the company's deferred compensation plan constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Increased alignment of Director Salmon's financial interests with the long-term performance of Old National Bancorp's common stock.
• Employees: No direct impact mentioned, but reflects the company's overall compensation philosophy for its leadership.

Next Steps

• The phantom stock will be payable in cash upon distribution to the participant in accordance with the terms of the Old National Bancorp Directors' Deferred Compensation Plan.

Key Dates

Keywords

ONB, Old National Bancorp, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Deferred Compensation, Corporate Governance