Form 4: Old National Bancorp Director Increases Equity Holdings Through Deferred Compensation Plan

Old National Bancorp Director Tom Salmon acquired 305 shares of phantom stock on July 7, 2025, as part of the company's Directors' Deferred Compensation Plan.

Summary

• Tom Salmon, a Director of Old National Bancorp (ONB), acquired 305 shares of phantom stock.
• The acquisition occurred on July 7, 2025, at a price of $22.6184 per share.
• This transaction was made pursuant to the Old National Bancorp Directors' Deferred Compensation Plan for nonemployee directors.
• The phantom stock represents shares of Old National Bancorp common stock on a 1-for-1 basis and is payable in cash upon distribution according to the Plan's terms.
• Following this transaction, Tom Salmon beneficially owns 44,414 shares of phantom stock.
• Additionally, between March 18, 2025, and June 16, 2025, Salmon acquired 296 shares of Old National Bancorp common stock through the Dividend Reinvestment feature of the same Plan.

Sentiment

Score: 6

Explanation: The filing indicates a routine acquisition of phantom stock by a director as part of a compensation plan, which is a neutral to slightly positive signal of continued alignment with shareholder interests. It does not contain any negative or significantly positive news beyond this routine transaction.

Positives

• A director's acquisition of phantom stock, even if routine, can signal continued alignment of interests with shareholders.
• The existence of a deferred compensation plan for directors can be seen as a positive governance practice, aligning long-term interests.

Future Outlook

No specific future outlook or guidance is provided in this transactional filing.

Industry Context

This transaction is a routine insider filing related to director compensation within the banking and financial services industry. It reflects standard corporate governance practices where non-employee directors receive compensation, often partly in equity or equity-linked instruments, to align their interests with shareholders.

Comparison to Industry Standards

• The use of phantom stock and deferred compensation plans for non-employee directors is a common practice across the financial services industry and broader corporate landscape. This aligns director incentives with long-term company performance.
• Many publicly traded banks and financial institutions, such as JPMorgan Chase & Co. (JPM), Bank of America Corporation (BAC), and Wells Fargo & Company (WFC), utilize similar equity-based compensation structures for their non-executive directors to foster alignment with shareholder value.
• The acquisition of shares through dividend reinvestment is also a standard feature in many corporate compensation and benefit plans, allowing for compounding of equity holdings.

Corporate Governance

Related Party Transactions

• The acquisition of 305 shares of phantom stock by Tom Salmon, a director, from Old National Bancorp constitutes a related party transaction as it involves a company insider receiving compensation under a company plan.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders by increasing his equity-linked holdings, potentially encouraging long-term value creation.

Next Steps

• The phantom stock acquired is payable in cash upon distribution to the participant in accordance with the terms of the Plan.

Key Dates

Keywords

Old National Bancorp, ONB, Phantom Stock, Deferred Compensation Plan, Director Compensation, Insider Transaction, SEC Form 4, Equity Compensation, Financial Services, Banking