Old National Bancorp Files Definitive Proxy Statement

Ticker: ONBPP · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 707179

Old National Bancorp /In/ DEF 14A Filing Summary
FieldDetail
CompanyOld National Bancorp /In/ (ONBPP)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$52 billion, $29 billion, $3.1 billion, $2.3 billion, $2.7 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Meeting, Old National Bancorp

TL;DR

<b>Old National Bancorp has filed its definitive proxy statement for the upcoming shareholder meeting.</b>

AI Summary

OLD NATIONAL BANCORP /IN/ (ONBPP) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Old National Bancorp filed a DEF 14A on April 5, 2024, for the period ending May 15, 2024. The filing includes data for fiscal years ending December 31, 2020, 2021, 2022, and 2023. Specific details on equity awards, including grant date fair value and year-end adjustments, are provided for PEO and Non-PEO members. The company's principal executive offices are located at One Main St, Evansville, IN 47708. The filing references SEC Act of 1934 and SEC file number 001-15817.

Why It Matters

For investors and stakeholders tracking OLD NATIONAL BANCORP /IN/, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the annual meeting. Shareholders can review detailed breakdowns of equity awards and their valuations, offering transparency into how executive compensation is structured and awarded.

Risk Assessment

Risk Level: low — OLD NATIONAL BANCORP /IN/ shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation and vote on important corporate matters.

Key Numbers

  • 2024-04-05 — Filing Date (DEF 14A Filing Date)
  • 2024-05-15 — Period of Report (DEF 14A Period of Report)
  • 2023-12-31 — Fiscal Year End (Reporting Fiscal Year End)
  • 2022-12-31 — Fiscal Year End (Reporting Fiscal Year End)
  • 2021-12-31 — Fiscal Year End (Reporting Fiscal Year End)
  • 2020-01-01 — Fiscal Year Start (Reporting Fiscal Year Start)

Key Players & Entities

  • OLD NATIONAL BANCORP /IN/ (company) — Filer
  • 0000707179 (company) — Central Index Key
  • 2024-04-05 (date) — Filing Date
  • 2024-05-15 (date) — Period of Report
  • 001-15817 (company) — SEC File Number
  • ONE MAIN ST (location) — Business Address
  • EVANSVILLE (location) — Business Address City
  • IN (location) — Business Address State

FAQ

When did OLD NATIONAL BANCORP /IN/ file this DEF 14A?

OLD NATIONAL BANCORP /IN/ filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by OLD NATIONAL BANCORP /IN/ (ONBPP).

Where can I read the original DEF 14A filing from OLD NATIONAL BANCORP /IN/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by OLD NATIONAL BANCORP /IN/.

What are the key takeaways from OLD NATIONAL BANCORP /IN/'s DEF 14A?

OLD NATIONAL BANCORP /IN/ filed this DEF 14A on April 5, 2024. Key takeaways: Old National Bancorp filed a DEF 14A on April 5, 2024, for the period ending May 15, 2024.. The filing includes data for fiscal years ending December 31, 2020, 2021, 2022, and 2023.. Specific details on equity awards, including grant date fair value and year-end adjustments, are provided for PEO and Non-PEO members..

Is OLD NATIONAL BANCORP /IN/ a risky investment based on this filing?

Based on this DEF 14A, OLD NATIONAL BANCORP /IN/ presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

What should investors do after reading OLD NATIONAL BANCORP /IN/'s DEF 14A?

Shareholders should review the proxy statement to understand executive compensation and vote on important corporate matters. The overall sentiment from this filing is neutral.

How does OLD NATIONAL BANCORP /IN/ compare to its industry peers?

Old National Bancorp operates within the National Commercial Banks industry.

Are there regulatory concerns for OLD NATIONAL BANCORP /IN/?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

Industry Context

Old National Bancorp operates within the National Commercial Banks industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

What Investors Should Do

  1. Review the executive compensation details for PEO and Non-PEO members.
  2. Examine the equity awards granted and their fair values for the fiscal years 2022 and 2023.
  3. Understand the proposals to be voted on at the upcoming shareholder meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement, and does not directly compare to a previous financial filing like an 8-K or 10-K for performance metrics.

Filing Stats: 4,393 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-04-05 15:21:45

Key Financial Figures

  • $52 billion — ize, with total assets of approximately $52 billion and an additional $29 billion of assets
  • $29 billion — oximately $52 billion and an additional $29 billion of assets under management as of Decemb
  • $3.1 billion — ber 31, 2023, CapStar had approximately $3.1 billion of total assets, $2.3 billion of total
  • $2.3 billion — oximately $3.1 billion of total assets, $2.3 billion of total loans and $2.7 billion of depo
  • $2.7 billion — assets, $2.3 billion of total loans and $2.7 billion of deposits. We received regulatory app
  • $2.05 — ghlights below. Record Adjusted EPS* $2.05 5% increase year-over-year ("YOY") –
  • $599 million — X Index Record Adjusted Net Income* $599 million 11% increase YOY – top quartile of t
  • $30,000 — posit Base Average deposit size is ~ $30,000 75% of core deposit tenures are >5 y
  • $9.5 billion — conomically Disadvantaged Communities $9.5 billion Community Growth Plan *Includes adjus
  • $1.94 — GAAP measures referenced above are: EPS $1.94; Net Income: $566 million; ROATCE: 20.2
  • $566 million — enced above are: EPS $1.94; Net Income: $566 million; ROATCE: 20.2%; ROAA: 1.21%; and Effici
  • $11.8 million — he Old National Bank Foundation donated $11.8 million to organizations serving our communitie
  • $8.3 billion — Growth Plan In 2022, we announced our $8.3 billion community growth plan that builds on ou
  • $1.2 billion — announced an increase of approximately $1.2 billion to our community growth plan that expan

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 29 DIRECTOR COMPENSATION 40 INFORMATION REGARDING BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS 42 COMPENSATION DISCUSSION AND ANALYSIS 44 Executive Summary 45 Our Approach to Executive Compensation 45 2023 Performance Highlights 45 Completion of Partnership with CapStar Bank 47 2023 Reflected Pay for Performance Alignment 47 Shareholder Say-on-Pay Vote in 2023 47 Retirement of Mr. Scudder in 2024 47 Our Executive Compensation Philosophy 48 Compensation Best Practices 48 Compensation Governance 49 2023 Peer Group 51 2023 Compensation Program 52 Components of Our Executive Compensation Program 52 CEO Pay 55 Base Salary 56 Annual Incentive Compensation Program 56 Long-Term Equity Compensation (Performance Share Units and Restricted Stock) 59 Retirement and Other Welfare Benefits 61 Perquisites 62 Policies, Guidelines, and Other Practices 63 Stock Ownership Guidelines 63 Clawback, Anti-Pledging and Anti-Hedging Policies 63 Risk Assessment of Executive Compensation Program 64 Tax Considerations 64 Employment and Confidentiality and Restrictive Covenant Agreements with Our Executive Officers 65 COMPENSATION COMMITTEE REPORT 67 Table of Contents COMPENSATION TABLES 68 2023 Summary Compensation Table 68 All Other Compensation For 2023 69 Grants of Plan-Based Awards During 2023 69 Outstanding Equity Awards at December 31, 2023 70 Option Exercises and Stock Vested in 2023 71 2023 Nonqualified Deferred Compensation 71 Named Executive Officer Employment Agreements 71 Potential Payments Upon Termination of Employment or Change in Control 75 CEO PAY RATIO 82 DELINQUENT SECTION 16(a) REPORTS 82 PAY VERSUS PERFORMANCE 83

– APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION

ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION 86

– RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 88 FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 89 REPORT OF THE AUDIT COMMITTEE 90 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING 92 ANNUAL REPORT 92 OTHER MATTERS 92 Table of Contents One Main Street, Evansville, Indiana 47708 PROXY STATEMENT – SUMMARY The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting your shares of Old National common stock. GENERAL INFORMATION DATE AND TIME LOCATION RECORD DATE Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time Virtual /Online at www.virtualshareholder meeting.com/ONB2024 Holders of common stock of record at the close of business on March 20, 2024 VOTING ADMISSION Shareholders as of the Record Date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each matter to be voted on at the Annual Meeting. To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ ONB2024. You will need the 16-digit control number included on your Notice and Access Card, or your Proxy Card or voting instruction form that accompanied this Proxy Statement. PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS PROPOSAL RECOMMENDATION PAGE REFERENCE 1 Election of Directors FOR each director nominee 29 2 Approval of a non-binding advisory proposal on the compensation of our named executive officers FOR 86 3 Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 FOR 88 OLD NATIONAL BANCORP 2024 PROXY STATEMENT 1 Table of Contents PROXY STATEMENT – SUMMARY ELECTION OF DIRECTORS (SEE PAGES 29 throug

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