8-K: Old National Bancorp Appoints John V. Moran as CFO, Announces Departure of Brendon B. Falconer

Old National Bancorp has appointed John V. Moran as its new Chief Financial Officer, effective August 31, 2024, following a mutual separation agreement with former CFO Brendon B. Falconer.

Summary

• Old National Bancorp has appointed John V. Moran as Senior Executive Vice President and Chief Financial Officer, effective August 31, 2024.
• Mr. Moran previously served as the Interim Chief Financial Officer and principal financial officer since April 1, 2024.
• He will receive an annual base salary of $600,000, a target bonus opportunity of 80% of his base salary, and an annual long-term equity award of 75% of his base salary.
• Mr. Moran also received a one-time restricted stock award of $400,000, vesting over three years.
• Brendon B. Falconer, the former CFO, has entered into a mutual separation agreement with the company, effective August 31, 2024.
• Mr. Falconer will receive a cash payment of $2,645,552, which includes his pro-rated target annual bonus for 2024, two times his 2024 annual base salary and target annual bonus, and the value of certain executive employee benefits.
• Mr. Falconer's outstanding restricted stock awards will vest on a pro-rated basis, and his performance share units will be earned on a pro-rated basis following the end of the applicable performance period, subject to the company's achievement of the underlying performance goals.

Sentiment

Score: 7

Explanation: The document reflects a standard executive transition with no major negative implications. The appointment of an internal candidate and the mutual separation agreement suggest a smooth transition. The financial implications are within expected parameters.

Positives

• The appointment of John V. Moran provides continuity as he has been serving as the Interim CFO since April 1, 2024.
• Mr. Moran's previous experience as Chief Strategy Officer and CFO of NBT Bancorp makes him well-suited for the role.
• The separation agreement with Mr. Falconer was mutual and not related to any disagreement with the company's financial reporting or condition.

Negatives

• The company is incurring a significant expense of $2,645,552 for Mr. Falconer's separation payment.
• The company is also incurring the cost of a one-time $400,000 restricted stock award to Mr. Moran.

Risks

• The transition to a new CFO could pose some operational risks, although Mr. Moran's prior experience should mitigate this.
• The company will need to ensure a smooth transition of responsibilities from Mr. Falconer to Mr. Moran.
• The company will need to ensure that Mr. Falconer continues to abide by his post-employment non-competition, non-solicitation, non-disclosure, non-disparagement and related restrictive covenants and obligations.

Future Outlook

The company has not provided any specific forward-looking statements or guidance in this document.

Management Comments

• The Board of Directors of Old National Bancorp appointed John V. Moran, IV to serve as the Company's Senior Executive Vice President and Chief Financial Officer.
• Mr. Falconers separation from the Company was not related to any disagreement with respect to the Company's financial reporting or condition, operations, policies or practices.

Industry Context

This announcement reflects a typical executive transition within the financial services industry, where changes in leadership roles are common. The appointment of an internal candidate like Mr. Moran suggests a focus on continuity and stability.

Comparison to Industry Standards

• Executive compensation packages, including base salary, bonuses, and equity awards, are generally in line with industry standards for similar-sized financial institutions.
• The severance package for Mr. Falconer is consistent with typical arrangements for senior executives, often including a multiple of base salary and bonus, as well as pro-rated vesting of equity awards.
• Comparable companies such as First Financial Bancorp and Huntington Bancshares also have similar executive compensation and separation practices.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment of an internal candidate as positive for continuity.
• Employees may experience some changes in leadership and reporting structures.
• Customers and suppliers are unlikely to be directly impacted by this change.

Next Steps

• John V. Moran will assume his role as CFO on August 31, 2024.
• The company will process the separation payments and benefits for Brendon B. Falconer.
• The company will ensure a smooth transition of responsibilities between the outgoing and incoming CFO.

Key Dates

Keywords

Chief Financial Officer, CFO, executive appointment, separation agreement, compensation, restricted stock, Old National Bancorp, ONB, management change