OLD NATIONAL BANCORP (ONB)
Sector: Financials
2026 Annual Meeting Analysis
OLD NATIONAL BANCORP · Meeting: May 13, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Company's Board of Directors consisting of 12 directors
Director since 2022 (within 4 years); ONB's 3-year return of +67.9% outperforms the peer median by +5.4pp, well below the 65pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Director since 2022; ONB's strong 3-year TSR relative to peers clears all policy thresholds; serves on one other public company board (James River Group Holdings), no overboarding concern; CPA background provides relevant financial expertise.
Director since 2022; no TSR trigger fires given ONB's +67.9% 3-year return vs. peer median gap of only +5.4pp against a 65pp threshold; serves on one other public company board (Concentrix), no overboarding concern.
Director since 2022; TSR performance clears all policy thresholds; no overboarding, attendance, or independence issues; brings relevant executive management and operational experience.
Director since 2020 and Lead Independent Director; ONB's 3-year outperformance versus peers is positive at +5.4pp, far below the 65pp trigger threshold; no overboarding or independence concerns identified.
Director since 2018; TSR trigger does not apply given only +5.4pp gap vs. peer median against a 65pp threshold; no overboarding concern; strong financial and executive leadership background.
Director since 2025, joining within the past 24 months and therefore fully exempt from the TSR trigger under policy; represents a major shareholder (Otto Bremer Trust) and brings relevant banking and financial experience.
CEO and Chairman since 2019; as an executive director he is subject to the same TSR trigger as all other directors, but ONB's 3-year return of +67.9% versus peer median gap of +5.4pp is far below the 65pp trigger threshold, so no against vote is warranted on TSR grounds; Say on Pay is evaluated separately under Proposal 2.
Director since 2018; ONB's strong absolute and relative TSR clears all policy thresholds; serves on one other public board (Magnera Corporation), no overboarding concern; extensive Fortune 500 CEO experience is relevant.
Director since 2022; TSR trigger does not fire given peer outperformance of +5.4pp vs. 65pp threshold; no overboarding concern; strong technology and executive management background relevant to the board's oversight needs.
Director since 2015; ONB's 3-year absolute return of +67.9% and peer gap of +5.4pp are well within all policy thresholds; no overboarding or attendance issues; prior banking experience at Old National Bank adds relevant context.
Director since 2015; same positive TSR picture applies — no trigger fires at only +5.4pp gap vs. 65pp threshold; serves on one other public company board (Alta Equipment Group), no overboarding concern; legal and military leadership background is relevant.
All 12 director nominees receive a FOR vote. ONB's 3-year price return of +67.9% outperforms the compensation peer group median by +5.4 percentage points, which is far below the 65-percentage-point trigger threshold required under policy for a company with strong positive absolute returns. The QABA community bank ETF benchmark comparison also shows no trigger: ONB's 3-year return of +67.9% versus QABA's +49.8% is a +18.1pp outperformance. No director is overboarded, no attendance issues were disclosed, and independence designations appear consistent with disclosed relationships. Daniel Reardon, joining in 2025, is exempt from the TSR trigger entirely as a director with less than 24 months of tenure.
Say on Pay
✓ FORCEO
James C. Ryan, III
Total Comp
$7,633,279
Prior Support
93%%
CEO total compensation of approximately $7.6 million is within a reasonable range for a regional bank CEO overseeing a roughly $72 billion asset institution, and prior-year shareholder support was a strong 93%, well above the 70% threshold that would require a reassessment. The pay structure is heavily performance-oriented — approximately 80% of the CEO's target total compensation is at risk — using multi-year equity awards tied to relative TSR and relative return on average tangible common equity versus the KRX Index peer group, which are long-term, hard-to-manipulate metrics that align executive outcomes with shareholder experience. Pay-for-performance alignment is supported by the fact that performance share units for the 2023-2025 period were earned at 183% of target, consistent with ONB's top-quartile TSR and top-decile ROATCE performance versus the KRX Index over the same period.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,960,955
Non-Audit Fees
$951,895
Non-audit fees (tax fees of $400,000 plus all other fees of $550,000 plus audit-related fees of $1,895, totaling approximately $951,895) represent about 32% of audit fees of $2,960,955, which is comfortably below the 50% threshold that would raise independence concerns; Deloitte's tenure is not disclosed in the filing so the tenure trigger cannot fire; ONB is an $8.7B market cap company for which a Big 4 firm is clearly appropriate; no material financial restatements are disclosed.
Overall Assessment
The 2026 Old National Bancorp annual meeting ballot is straightforward with no major governance concerns: all 12 director nominees receive a FOR vote supported by strong absolute and relative TSR performance versus both the company's compensation peer group and the QABA community bank ETF benchmark, Deloitte's non-audit fee ratio is well within acceptable limits at approximately 32%, and the Say on Pay program is well-structured with 80% at-risk CEO pay tied to long-term performance metrics and 93% prior-year shareholder support. The only proposal outside this policy's coverage is the 2026 Equity Compensation Plan (Proposal 4), which falls under equity plan approvals not yet addressed by the current policy version.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing