Business Context and Reporting Period
This Form 8-K Current Report was filed by Old National Bancorp on July 22, 2025. The filing primarily addresses a significant executive leadership transition within the Company.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Appointment: Timothy M. Burke, Jr. was appointed as President and Chief Operating Officer (COO), effective July 22, 2025.
- Executive Departure: Mark G. Sander has retired from the Company, succeeding whom Mr. Burke takes the role.
- Subsidiary Role: Mr. Burke will also serve as President and COO and a Board member of Old National Bank, a wholly-owned subsidiary.
Compensation, Outlook, and Risks
Compensation Arrangements
Mr. Burke entered into an Employment Agreement with the following compensation structure:
- Base Salary: $750,000 annually.
- Annual Incentive: Target bonus of 100% of base salary ($750,000). The 2025 award is guaranteed a minimum of $750,000, payable in 2026.
- Long-Term Equity: Annual opportunity of 150% of base salary ($1,125,000), allocated between restricted stock and performance share units.
- Signing Bonus: One-time cash payment of $600,000.
- Restricted Stock Grant: 33,000 shares of common stock vesting in equal installments over four years.
- Benefits: Participation in executive retirement, health, and other employee benefit plans, plus relocation expense reimbursement.
Severance Provisions
In the event of termination without cause or for good reason, Mr. Burke is entitled to:
- Pro-rated target annual bonus.
- Standard Termination: Payment equal to two times the sum of annual base salary and target annual bonus (approx. $3,000,000).
- Change in Control Termination: If termination occurs within 24 months of a change in control, payment equals three times the sum of annual base salary and target annual bonus (approx. $4,500,000).
- Value of certain executive employee benefits.
Risks and Contingencies
The filing notes that Mr. Burke has entered into a Confidentiality and Restrictive Covenants Agreement containing non-competition and non-solicitation obligations. No family relationships or material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Investor Verification Checklist
- Verify the total immediate cash outlay for the signing bonus ($600,000) and the guaranteed 2025 bonus ($750,000).
- Review the vesting schedule for the 33,000 restricted stock shares to understand future dilution.
- Assess the potential liability for severance payments (up to $4.5 million) in the event of a change in control within 24 months.
- Confirm the retirement status and any potential severance arrangements for the departing COO, Mark G. Sander, which are not detailed in this specific filing.