OLD NATIONAL BANCORP /IN/ appointed new CEO

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Executive Officers


Departures and Elections of Certain Officers. At the Effective Time, pursuant to the terms of the Merger Agreement, James A. Sandgren resigned from the position of President and Chief Operating Officer of Old National and was appointed to the position of Chief Executive Officer, Commercial Banking of Old National. At the Effective Time, pursuant to the terms of the Merger Agreement, Mark G. Sander, the former President and Chief Operating Officer of First Midwest, was appointed as the President and Chief Operating Officer of Old National. Mr. Sander will be eligible to participate in all of Old National's executive-level compensatory programs. As previously described in the Joint Proxy Statement/Prospectus, Mr. Sander entered into a letter agreement with First Midwest setting forth the terms of his employment with Old National following the consummation of the Merger (the "Sander Letter Agreement").


The description of the Sander Letter Agreement and additional information about the arrangements and transactions with respect to Mr. Sander do not purport to be complete and are qualified in their entirety by reference to the Sander Letter Agreement, which is attached hereto as Exhibit 10.1, and the section in the Joint Proxy Statement/Prospectus entitled "The Merger-Interests of Certain First Midwest Directors and Executive Officers in the Merger." Exhibit 10.1 and such description are incorporated by reference into this Current Report on Form 8-K. Additional information concerning Old National's current compensatory plans and programs for executive officers is provided in the sections of Old National's proxy statement for the 2021 annual meeting of shareholders (the "2021 Annual Proxy Statement") captioned "Compensation Discussion and Analysis", which is incorporated into this Item 5.02 by reference.


At the Effective Time, pursuant to the terms of the Merger Agreement, James C. Ryan, III resigned from the position of Chairman of the Old National Board of Directors (the "Board"). He will continue to serve as the Chief Executive Officer of Old National and a member of the Board. At the Effective Time, pursuant to the terms of the Merger Agreement, By-Laws Amendment (as defined below) and the Scudder Letter Agreement (as defined below), Michael L. Scudder, the former Chairman of the Board and Chief Executive Officer of First Midwest, was appointed as the Executive Chairman of the Board.


At the Effective Time, Jeffrey L. Knight resigned from his positions as Chief Legal Counsel and Corporate Secretary and was appointed as the Chief Government Relations Officer of Old National. At the Effective Time, Michael W. Woods resigned from his designation as Principal Accounting Officer of Old National and will continue to serve in the position of Corporate Controller of Old National. At the Effective Time, Angela L. Putnam, the former Senior Vice President and Chief Accounting Officer of First Midwest, was appointed as the Chief Accounting Officer and Corporate Controller of Old National.


The resignations of Messrs. Ryan, Sandgren, Knight and Woods from their former positions with Old National were not the result, in whole or in part, of any disagreement with Old National's management.


Biographical and Other Information. Biographical and other information related to Mr. Sander and Ms. Putnam is provided in Exhibit 99.1 to this Current Report on Form 8-K, which such information is incorporated herein by reference. There are no transactions in which Mr. Sander or Ms. Putnam has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Old National Performance Share Awards. On January 13, 2022, the Talent Development and Compensation Committee of the Board analyzed the impact of the Merger on Old National's long-term incentive program and, contingent on the closing of the Merger, determined the level of performance goals to be at target for all outstanding Old National performance share awards (the "Old National Performance Awards"), including those held by named executive officers of Old National as of immediately prior to the consummation of the Merger. The Old National Performance Awards will remain subject to the other terms and conditions, including time-based vesting conditions, applicable to such awards immediately prior to the Effective Time.


Board of Directors


In accordance with the terms of the Merger Agreement and the By-Laws Amendment, as of the Effective Time, the size of the Board was increased to consist of a total of 16 directors, including eight of the directors of Old National as of immediately prior to the Effective Time and eight former directors of First Midwest.


Retirement of Directors. At the Effective Time, in accordance with the Merger Agreement, the following individuals retired as members of the Board (the "Retiring Directors"): Andrew E. Goebel, Jerome F. Henry Jr., Phelps L. Lambert, Randall T. Shepard, and Linda E. White. The retirements of the Retiring Directors were not the result, in whole or in part, of any disagreement with Old National's management.


Continued Service of Directors; Election of New Directors. The eight directors designated by Old National pursuant to the Merger Agreement and the By-Laws Amendment, each of whom previously served, and continues to serve, as a member of the Board, in each case effective from and after the Effective Time, are as follows: Daniel S. Hermann, Ryan C. Kitchell, Austin M. Ramirez, James C. Ryan, III, Thomas E. Salmon, Rebecca S. Skillman, Derrick J. Stewart and Katherine E. White.


The eight directors designated by First Midwest pursuant to the Merger Agreement and the By-Laws Amendment, each of whom previously served as a member of the board of directors of First Midwest, and were elected to the Board as of the Effective Time, are as follows: Barbara A. Boigegrain, Thomas L. Brown, Kathryn J. Hayley, Peter J. Henseler, Ellen A. Rudnick, Michael L. Scudder, Michael J. Small, and Stephen C. Van Arsdell (collectively, the "New Directors").


At the Effective Time, pursuant to the terms of the Merger Agreement, the By-Laws Amendment and the Scudder Letter Agreement (as defined below), Michael L. Scudder, the former Chairman of the Board of Directors and Chief Executive Officer of First Midwest, was appointed as the Executive Chairman of the Board. As previously described in the Joint Proxy Statement/Prospectus, Mr. Scudder entered into a letter agreement with First Midwest setting forth the terms of his employment with Old National following the consummation of the Merger (the "Scudder Letter Agreement"). The description of the Scudder Letter Agreement and additional information about the arrangements and transactions with respect to Mr. Scudder do not purport to be complete and are qualified in their entirety by reference to the Scudder Letter Agreement, which is attached hereto as Exhibit 10.2, and the section in the Joint Proxy Statement/Prospectus entitled "The Merger-Interests of Certain First Midwest Directors and Executive Officers in the Merger." Exhibit 10.2 and such description are incorporated by reference into this Current Report on Form 8-K.


Other than the Merger Agreement and, with respect to Mr. Scudder, the Scudder Letter Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Biographical and Other Information. Biographical and other information related to the New Directors can be found in the proxy statement filed by First Midwest in connection with its 2021 annual meeting of stockholders on May 19, 2021, which is incorporated into this Item 5.02 by reference.


Board Committee Assignments after the Merger. At the Effective Time, in accordance with the Merger Agreement and the By-Laws Amendment, the Board established the following standing committees of the Board: Audit Committee, Corporate Responsibility Committee, Enterprise Risk Committee, Executive Committee, Nominating and Corporate Governance Committee, and Talent Development and Compensation Committee. Starting at the Effective Time, the standing committees of the Board are comprised of the following members:


Audit Committee

Corporate Responsibility Committee

Enterprise Risk Committee

Executive Committee

Nominating and Corporate Governance Committee

Talent Development and Compensation Committee


Stephen C. Van Arsdell (Chair)

Derrick J. Stewart (Chair)

Thomas L. Brown (Chair)

Michael L. Scudder (Chair)

Rebecca S. Skillman (Chair)

Daniel S. Hermann (Chair)


Thomas L. Brown

Kathryn J. Hayley

Kathryn J. Hayley

Thomas L. Brown

Barbara A. Boigegrain

Barbara A. Boigegrain


Daniel S. Hermann

Peter J. Henseler

Thomas E. Salmon

Daniel S. Hermann

Peter J. Henseler

Kathryn J. Hayley


Ryan C. Kitchell

Ryan C. Kitchell

Michael J. Small

Ellen A. Rudnick

Ryan C. Kitchell

Peter J. Henseler


Michael J. Small

Austin M. Ramirez

Derrick J. Stewart

James C. Ryan, III

Austin M. Ramirez

Thomas E. Salmon


Katherine E. White

Ellen A. Rudnick

Katherine E. White

Rebecca S. Skillman

Ellen A. Rudnick

Rebecca S. Skillman


Derrick J. Stewart

Stephen C. Van Arsdell


Stephen C. Van Arsdell

Katherine E. White


Director Compensation. Each New Director (other than Mr. Scudder, who will be compensated as an executive officer) will be eligible to participate in all plans and programs applicable to non-employee directors of Old National. Additional information concerning Old National's current compensatory plans and programs for non-employee directors is provided in the section of the 2021 Proxy Statement captioned "2020 Director Compensation", which is incorporated into this Item 5.02 by reference.