OLD NATIONAL BANCORP /IN/
For the period ended May 14, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 4, 2025
Contents
PAY VERSUS PERFORMANCE
The Company believes in the importance of maintaining a strong link between executive pay and Company performance. The following disclosure is provided about the relationship between executive compensation actually paid (as defined by SEC rules) and the Company’s performance with respect to certain financial metrics. For further information regarding the Company’s compensation program, please see*“Compensation Discussion and Analysis”* beginning on page 43. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to performance share or restricted stock awards. See*“Option Exercises and Stock Vested in 2024”* on page 68.
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| · · · · · Average · Average · · Value of Initial Fixed $100 · · · · · · | ||||||||||||||||||||
| · Summary · · · Summary · Compensation · · Investment Based On: · · · · · · | ||||||||||||||||||||
| · Compensation · · · Comp. Table · Actually · · · Company · · · Peer Group · · · · · · | ||||||||||||||||||||
| · Table · Compensation · Total Comp. · Paid to · · Total · · Total · · · · Adjusted · | ||||||||||||||||||||
| · Total Comp. · Actually Paid · for Non-CEO · Non-CEO · · Shareholder · · Shareholder · Net · · One-Year · | ||||||||||||||||||||
| Year · for CEO (1) · to CEO (3) · NEOs (2) · NEOs (3) · Return · Return (4) · Income · ROATCE (5) | ||||||||||||||||||||
| 2024 | $7,542,833 | $12,240,676 | $4,253,902 | $5,270,291 | | $140.43 | | $130.90 | $523,000,000 | | | 16.9% | | |||||||
| 2023 | | 6,523,511 | | 6,231,205 | | 4,429,093 | | 4,195,237 | | | 106.01 | | | 115.64 | | 565,900,000 | | | 21.3% | |
| 2022 | | 11,657,989 | | 12,884,815 | | 4,162,215 | | 4,422,936 | | | 108.69 | | | 116.10 | | 414,169,000 | | | 21.1% | |
| 2021 | | 3,971,101 | | 4,414,151 | | 1,352,603 | | 1,504,898 | | | 106.04 | | | 124.74 | | 277,538,000 | | | 15.4% | |
| 2020 | | 3,708,472 | | 3,847,438 | | 1,250,625 | | 1,328,046 | | | 93.93 | | | 91.29 | | 226,409,000 | | | 14.6% | |
| (1) | The CEO for each year is James C. Ryan, III who began serving as our CEO in 2019. |
| (2) | The non-CEO NEOs for 2024 are Messrs. Sander, Sandgren, Moran, Scudder and Falconer and Ms. Goldfeder.The non-CEO NEOs for 2022 and 2023 are Messrs. Scudder, Sander, Sandgren and Falconer.The non-CEO NEOs for 2020 and 2021 are Messrs. Sandgren, Falconer and Jeffrey L. Knight and Ms. Kendra Vanzo. |
| (3) | To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented: |
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| · · · · · · · · · · · · · Add: · · · · · Deduct: · · · · · · | |||||||||||||||||||||||||||
| · · · · · · · · Add: · · Add: · · change as of the · · Add: · · change as of the · · · · · · | |||||||||||||||||||||||||||
| · · · · · · · · fair value (FV) · · change as of · · vesting date · · increase in · · vesting date · · Add: · · · | |||||||||||||||||||||||||||
| · · · · · · · · as of FY-end of · · end of FY in · · (from end of · · fair value of · · (from end of · · value of · · · | |||||||||||||||||||||||||||
| · · · · · · · · equity awards · · FV of awards · · prior FY) in · · awards granted · · prior FY) in · · dividends or · · · | |||||||||||||||||||||||||||
| · · · · · Deduct: · · granted · · granted in · · FV for any · · during applicable · · FV for any · · other earnings · · · | |||||||||||||||||||||||||||
| · · · · · grant date · · during the year · · any prior year · · equity awards · · FY that vested · · equity awards · · paid on stock or · · · | |||||||||||||||||||||||||||
| · · Summary · · fair value of · · that are · · that are · · granted in any · · during · · granted in any · · option awards · · · | |||||||||||||||||||||||||||
| · · Compensation · · equity awards · · outstanding and · · outstanding and · · prior year that · · applicable FY, · · prior year that · · not otherwise · · · | |||||||||||||||||||||||||||
| · · Table (SCT) · · granted during · · unvested as of · · unvested as of · · vested during or at · · determined as of · · vested during or at · · included in · · Compensation | |||||||||||||||||||||||||||
| CEO · Total · fiscal year (FY) · FY-end · FY-end · the end of the FY · vesting date · the end of the FY · SCT · Actually Paid | |||||||||||||||||||||||||||
| 2024 | | $7,542,833 | | $4,229,568 | | $5,818,934 | | $3,027,981 | | $(46,191) | | | 0 | | | 0 | | $126,687 | | $12,240,676 | |||||||
| 2023 | | | 6,523,511 | | | 3,011,947 | | | 2,940,592 | | | (335,439) | | | (169,197) | | | 0 | | | 0 | | | 283,685 | | | 6,231,205 |
| 2022 | | | 11,657,989 | | | 7,736,725 | | | 8,122,095 | | | 692,721 | | | 34,096 | | | 0 | | | 0 | | | 114,639 | | | 12,884,815 |
| 2021 | | | 3,971,101 | | | 1,540,832 | | | 1,587,472 | | | 242,043 | | | 112,394 | | | 0 | | | 0 | | | 41,973 | | | 4,414,151 |
| 2019 | | | 3,708,472 | | | 1,424,200 | | | 1,198,673 | | | 261,685 | | | 64,863 | | | 0 | | | 0 | | | 37,946 | | | 3,847,438 |
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| Other NEOs Avg. | | | | | | | | | | | | | | | | | | | | | | ||||||
| 2024 | | $4,253,902 | | $1,502,726 | | $1,898,267 | | $737,549 | | $(18,114) | | $35,670 | | $150,316 | | $16,059 | | $5,270,291 | |||||||||
| 2023 | | | 4,429,093 | | | 1,273,391 | | | 1,242,077 | | | (146,058) | | | (105,667) | | | 0 | | | 0 | | | 49,183 | | | 4,195,237 |
| 2022 | | | 4,162,215 | | | 2,030,809 | | | 2,162,267 | | | 102,279 | | | (6,661) | | | 0 | | | 0 | | | 33,645 | | | 4,422,936 |
| 2021 | | | 1,352,603 | | | 371,607 | | | 382,862 | | | 62,209 | | | 57,214 | | | 0 | | | 0 | | | 21,616 | | | 1,504,898 |
| 2019 | | | 1,250,625 | | | 378,303 | | | 318,399 | | | 80,212 | | | 36,006 | | | 0 | | | 0 | | | 21,107 | | | 1,328,046 |
| (4) | The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section. |
| (5) | This non-GAAP financial measure (Adjusted One-Year ROATCE) excludes certain items, such as merger-related charges associated with completed and pending acquisitions, CECL Day 1 non-PCD loans provision expense, distribution of excess pension plan assets expense, FDIC special assessment expense, separation expense, and net securities losses. The equivalent GAAP measure for one-year ROATCE was 15.4%, 20.2%, 16.3%, 14.9% and 13.3% for 2024, 2023, 2022, 2021 and 2020, respectively. Reference is made to the non-GAAP reconciliation included in the Company’s January 21, 2025 press release reporting its financial results for its 2024 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025. |
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| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 77 |
Relationship****Between Financial Performance and Compensation Actually Paid
The compensation actually paid to our CEO in the tables set forth in thisPay Versus Performance section includes a one-time, performance-based equity award that was earned in 2022 for the successful integration of the First Midwest Merger (See Note 4 to the*“2024 Summary Compensation Table”*). In addition, in 2024, the increase in both CEO and other NEO compensation actually paid was attributable primarily to the increase in our stock price as of year-end 2024. Our 3-year TSR for 2022-2024 was 38.8%, which was at the 86 th percentile of the KRX Index. Compensation information in the tables for 2020 and 2021 are prior to the completion of the First Midwest Merger when the Company was approximately 50% of its asset size as compared to 2022-2024.
**Total Shareholder Return.**The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to (i) our cumulative TSR and (ii) the TSR of the KRX Index for the fiscal years ended 2020-2024.
Net Income. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our net income for the fiscal years ended 2020-2024. The Company achieved record adjusted net income in 2023, with net income decreasing somewhat in 2024 primarily due to the banking industry’s lower interest rate environment in 2024 as compared to 2023 and the corresponding impact of this lower interest rate environment on the Company’s 2024 net interest income.
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| 78 | OLD NATIONAL BANCORP 2025 PROXY STATEMENT |
**Adjusted One-Year ROATCE.**The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our one-year adjusted ROATCE for the fiscal years ended 2020-2024.
Tabular List(Unranked)
The table below provides an unranked list of the most important financial measures used by the Company to link compensation actually paid to the Company’s performance in 2024. Each of these financial metrics was used in determining short and long-term incentive awards in 2024.
Adjusted One-Year EPS
Adjusted One-Year ROATCE
Three-Year Relative TSR
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| OLD NATIONAL BANCORP 2025 PROXY STATEMENT | 79 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.