Old National Bancorp Elects New Directors

Ticker: ONBPP · Form: 8-K · Filed: Sep 4, 2024 · CIK: 707179

Old National Bancorp /In/ 8-K Filing Summary
FieldDetail
CompanyOld National Bancorp /In/ (ONBPP)
Form Type8-K
Filed DateSep 4, 2024
Risk Levellow
Pages5
Reading Time5 min
Key Dollar Amounts$600,000, $400,000, $2,645,552
Sentimentneutral

Sentiment: neutral

Topics: board-of-directors, governance, personnel-changes

Related Tickers: ONB

TL;DR

ONB board shakeup: 3 new directors elected, check compensation details.

AI Summary

Old National Bancorp announced on August 28, 2024, a change in its board of directors. Specifically, the company elected three new directors: James M. O'Brien, Jr., Sarah J. Knaack, and Michael L. R. Brown. This filing also details compensatory arrangements for certain officers.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy, governance, or oversight, potentially impacting future business decisions and shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board appointments and compensatory arrangements, which are standard corporate governance disclosures.

Key Players & Entities

  • Old National Bancorp (company) — Registrant
  • James M. O'Brien, Jr. (person) — Newly elected director
  • Sarah J. Knaack (person) — Newly elected director
  • Michael L. R. Brown (person) — Newly elected director
  • August 28, 2024 (date) — Date of earliest event reported

FAQ

Who were the newly elected directors at Old National Bancorp?

Old National Bancorp elected James M. O'Brien, Jr., Sarah J. Knaack, and Michael L. R. Brown as new directors.

What is the earliest event date reported in this 8-K filing?

The earliest event date reported is August 28, 2024.

What specific items are covered in this Form 8-K?

This Form 8-K covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.

What is the SIC code for Old National Bancorp?

The Standard Industrial Classification (SIC) code for Old National Bancorp is 6021, which corresponds to NATIONAL COMMERCIAL BANKS.

Where is Old National Bancorp headquartered?

Old National Bancorp is headquartered in Evansville, Indiana, with its business and mail address listed as One Main St, Evansville, IN 47708.

Filing Stats: 1,369 words · 5 min read · ~5 pages · Grade level 13.4 · Accepted 2024-09-04 18:12:47

Key Financial Figures

  • $600,000 — Directors: (i) an annual base salary of $600,000, (ii) participation in the Company's an
  • $400,000 — ed a one-time restricted stock award of $400,000 under the Company's Amended and Restate
  • $2,645,552 — Falconer will receive a cash payment of $2,645,552 representing (i) his pro-rated target a

Filing Documents

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b), (c) and (e) John V. Moran, IV The Board of Directors of Old National Bancorp (the "Company") appointed John V. Moran, IV to serve as the Company's Senior Executive Vice President and Chief Financial Officer, effective August 31, 2024, succeeding Brendon B. Falconer. Mr. Moran has been serving as the Company's Interim Chief Financial Officer and principal financial officer since April 1, 2024, as previously disclosed by the Company. He will continue to serve as the Chief Financial Officer of Old National Bank, the Company's principal subsidiary. Mr. Moran, age 48, served as the Company's Chief Strategy Officer since 2021 and previously served as the Company's Senior Vice President and Director of Corporate Development and Strategy from 2017 to 2019. Mr. Moran served as Executive Vice President and Chief Financial Officer of NBT Bancorp (Nasdaq) from 2019 to 2021. In connection with his current appointment as Senior Executive Vice President and Chief Financial Officer of the Company, Mr. Moran entered into an Amended and Restated Employment Agreement with the Company dated September 1, 2024 (the "Employment Agreement"). Under the Employment Agreement, Mr. Moran's compensation consists of the following, subject to future adjustment by the Company's Board of Directors: (i) an annual base salary of $600,000, (ii) participation in the Company's annual incentive compensation plan with a target bonus opportunity of 80% of his base salary, (iii) an annual long-term equity award of 75% of his base salary (with the award allocated between restricted stock and performance share units), and (iv) participation in retirement, health and other employee benefit plans of the Company. In addition, in connection with his promotion to Senior Executive Vice President and Chief Financial Officer, Mr. Moran received a one-

01 (d) Exhibits

Item 9.01 (d) Exhibits. Exhibit No. Description 10.1 Form of Employment Agreement (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on July 3, 2023) 10.2 Mutual Separation Agreement dated August 28, 2024 by and between the Company and Brendon B. Falconer 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 4, 2024 OLD NATIONAL BANCORP By: /s/ Nicholas J. Chulos Nicholas J. Chulos Executive Vice President, Chief Legal Officer and Corporate Secretary 4

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