DEF 14A: Old National Bancorp Announces 2024 Annual Meeting and Executive Compensation Details

Old National Bancorp's proxy statement details the agenda for the 2024 annual meeting, director nominees, executive compensation, and corporate governance practices.

Summary

• Old National Bancorp will hold its 2024 Annual Meeting of Shareholders virtually on May 15, 2024.
• Shareholders of record as of March 20, 2024, are entitled to vote on the election of fifteen directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm.
• The Board of Directors recommends voting for all director nominees, the advisory proposal on executive compensation, and the ratification of the accounting firm.
• The proxy statement provides detailed information on director and executive compensation, corporate governance practices, and related party transactions.
• In 2023, Old National Bancorp achieved record adjusted EPS of $2.05 and record adjusted net income of $599 million.
• The company's executive compensation program is designed to align executive interests with shareholder interests and reward the achievement of strategic and operational goals.
• The company's executive compensation program includes base salary, annual cash incentive awards, and long-term equity awards.
• The company's long-term equity compensation consists of performance share units and service-based restricted stock.
• The company's stock ownership guidelines require NEOs to own from three to five times their base salary in stock.
• The company has a clawback policy that complies with the new SEC and Nasdaq rules providing for recovery of bonuses and other incentive-based compensation received by executive officers over a prior three-year lookback period in the event there is a required restatement of the company's financial results due to material non-compliance with its financial reporting requirements.
• The company prohibits employees, including our NEOs, from engaging in any short-term, speculative transactions with respect to Company securities, including purchasing securities on margin, engaging in short sales, buying or selling put or call options and trading in options.
• The company also prohibits our NEOs and other executive officers from participating in hedging or pledging transactions.
• The company's CEO pay ratio is estimated to be 103.8 to 1, based on the CEO's annual total compensation of $6,523,511 and the median employee's annual total compensation of $62,828.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and a commitment to corporate governance and social responsibility. The company's performance is consistently benchmarked against industry peers, indicating a desire to be a leader in the regional banking sector.

Positives

• The company achieved record adjusted EPS and net income in 2023.
• The company's executive compensation program is designed to align executive interests with shareholder interests.
• The company has strong corporate governance practices, including stock ownership guidelines and a clawback policy.
• The company's Board of Directors is committed to maintaining strong corporate governance principles and practices.
• The company has a robust shareholder outreach and engagement process.

Risks

• The company's performance is subject to various risks, including economic conditions, competition, and regulatory changes.
• The company's executive compensation program could incentivize excessive risk-taking.
• The company's CEO pay ratio may be perceived as high by some shareholders.

Future Outlook

The company expects that future mergers and acquisitions will be consistent with its existing core banking strategy of focusing on community banking, client relationships and consistent quality earnings.

Industry Context

The document benchmarks Old National Bancorp's performance against the KBW Nasdaq Regional Banking Index (KRX Index), indicating a focus on regional banking peers. The company's performance is consistently compared to the top quartile or decile of the KRX Index, suggesting a desire to be a leader among its regional banking peers.

Comparison to Industry Standards

• The document benchmarks Old National Bancorp's performance against the KBW Nasdaq Regional Banking Index (KRX Index).
• The company's performance is consistently compared to the top quartile or decile of the KRX Index, suggesting a desire to be a leader among its regional banking peers.
• The peer group used for compensation benchmarking includes Associated Banc-Corp, F.N.B. Corporation, Webster Financial Corporation, and others, with asset sizes ranging from $36 billion to $87 billion.
• The company's average cost of deposits of 135 bps in 2023 was in the top quartile of the KRX Index.
• The company's year-over-year core deposit growth of over 6% was in the top quartile of the KRX Index.

Management Changes

Related Party Transactions

• Certain directors and executive officers of the Company are at present, as in the past, customers of one or more of the Company's subsidiaries and have had, and expect in the future to have, similar transactions (including loans) with these subsidiaries.
• Some of the directors and executive officers of the Company may at present, as in the past, serve as directors, officers or principal shareholders of corporations that are customers of the Company's subsidiaries, and that have had, and expect to have, transactions with these subsidiaries.
• All such transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

Stakeholder Impact

• The company's performance and governance practices impact shareholders, employees, customers, and communities.
• The company's commitment to diversity, equity, and inclusion benefits employees and communities.
• The company's community growth plan supports underserved and economically disadvantaged individuals, families, and communities.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on May 15, 2024.
• The company 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.

Key Dates

Keywords

executive compensation, annual meeting, corporate governance, proxy statement, director nominees, Old National Bancorp, financial performance, shareholder vote, Deloitte & Touche, stock ownership, clawback policy