Austin M. Ramirez
OLD NATIONAL BANCORP /IN/About Austin M. Ramirez
Austin M. Ramirez (age 46) is an independent director of Old National Bancorp (ONB) serving since 2020. He is the Chief Executive Officer of Husco International, Inc., an engineering and manufacturing company with more than $500 million in global sales; previously he worked at McKinsey & Company specializing in corporate finance and industrial operations, and served as a White House Fellow on the National Economic Council in 2016–2017. Ramirez holds BS degrees in Systems Engineering and Economics from the University of Virginia and an MBA from Stanford Graduate School of Business, where he was an Arjay Miller Scholar and Goldman Sachs Fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Husco International, Inc. | Chief Executive Officer | Current; joined Husco in 2003 | Leads international manufacturing operations; recognized by World Economic Forum and WI Manufacturer of the Year |
| McKinsey & Company | Consultant (Corporate Finance, Industrial Operations) | Pre-2003 | Corporate finance and operations expertise |
| National Economic Council (White House Fellow) | White House Fellow | 2016–2017 | Federal economic policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Marcus Corporation (NYSE: MCS) | Director | Since 2023 | Current public company directorship |
| National Association of Manufacturers | Director | Current | Industry advocacy |
| Association of Equipment Manufacturers | Director | Current | Industry advocacy |
| Metropolitan Milwaukee Association of Commerce | Chair | Current | Regional business leadership |
| City Forward Collective | Chair | Current | Education-focused leadership |
| St. Augustine Preparatory Academy | Co-founder | Current | K-12 faith-based school serving 2,000+ students |
Board Governance
- Independence: Independent director per ONB’s proxy director slate; ONB reports 93% of directors are independent (all except CEO) .
- Attendance and engagement: In 2024, the Board held five meetings; all directors attended the Annual Meeting; each director attended ≥75% of Board/committee meetings, with 13/15 at 100%, one at 94% and one at 89% .
- Executive/independent sessions: Board and committees hold executive and independent director sessions at least quarterly .
- Lead Independent Director: Daniel S. Hermann appointed Lead Independent Director in January 2025; LID responsibilities include presiding absent the Chair, leading independent director sessions, advising on Board information flow, mentoring new directors, and leading CEO evaluation .
- Committee structure change: In February 2025, the Board allocated Corporate Responsibility Committee duties across other committees, maintaining management’s Executive Corporate Responsibility Committee for oversight .
| Committee (Ramirez) | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Talent Development and Compensation | Member | 5 | CEO and executive officer pay; incentive metrics/goals; succession planning; peer group approval; ESPP terms |
| Nominating and Corporate Governance | Member | 4 | Director slate and independence; Board composition; self-assessments; CEO succession; governance policies (incl. Related Party Transaction Policy); stock ownership guidelines |
| Corporate Responsibility (2024) | Member | 4 | CSR progress; CRA/fair lending; community relations; DEI/ESG; engagement initiatives (committee eliminated in 2025) |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Standard retainer for non-employee directors |
| Annual Stock Grant (fully-vested common stock) | $100,000 | Directors meeting ownership guidelines may elect cash in lieu of stock |
| Committee Member Fees | Audit: $10,000; Enterprise Risk: $8,500; Compensation: $8,500; Nominating & Corporate Governance: $7,500; Executive: $7,500 | Chair fees higher; Executive Committee has no chair fee (CEO chairs) |
| Stock Ownership Guidelines | 5x annual cash retainer | Alignment guideline |
| Deferred Compensation Plan | Available; up to 100% of cash/equity may be deferred; multiple investment alternatives; distributions post-service in lump sum or 2–10 annual installments | Non-qualified; paid from general assets |
| Director Compensation (Ramirez) | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $81,378 |
| Stock Awards (Grant Date Fair Value) | $99,997 |
| Deferred Compensation Earnings | $0 |
| Total | $181,375 |
Performance Compensation
| Performance Metric in Director Pay | 2024 |
|---|---|
| Performance-based components (e.g., PSUs, options, formula bonuses) | None; director pay is cash plus fully-vested common stock; options not listed in director program |
Compensation governance: The Compensation Committee (all independent) retains WTW for comparative data and advice; WTW also supports Nominating & Corporate Governance on director compensation, peer benchmarking, and market practices .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlocks/Notes |
|---|---|---|---|
| The Marcus Corporation (NYSE: MCS) | Director | Not disclosed in ONB proxy | Hospitality/entertainment exposure; no ONB-related conflict disclosed |
Expertise & Qualifications
- Executive management, operations, governance, compensation, financial skills; leads an international manufacturing company with >$500M sales .
- Recognitions: World Economic Forum Young Global Leader; Aspen Institute Henry Crown Fellow; named Business Leader of the Year in 2024 by Harvard Business School Club of Wisconsin .
- Community leadership: Education and arts support; multiple Milwaukee community organizations .
Equity Ownership
| Security | Amount | Percent of Class | As-of Date |
|---|---|---|---|
| Common Shares/Units | 26,245 | <1% | Record Date March 20, 2025 |
| Series A & C Depositary Shares | — | — | Record Date March 20, 2025 |
Notes:
- Percent of class computed based on 319,312,019 common shares outstanding; figures marked “*” indicate less than 1% ownership .
- The proxy outlines treatment of restricted stock and PSUs in the percent calculations; no such awards are listed for Ramirez in director ownership .
Governance Assessment
- Board effectiveness: Ramirez sits on Nominating & Corporate Governance and Talent Development & Compensation, positioning him at the center of director selection/independence, CEO succession, stock ownership guidelines, and executive compensation metric-setting—key levers for governance quality and investor alignment .
- Independence & engagement: He is an independent director, with ONB’s board majority independent; 2024 attendance thresholds were met (13/15 at 100%; all at least 75%), and all directors attended the 2024 Annual Meeting—positive engagement signals .
- Alignment: Director pay includes a fully-vested annual stock grant and stock ownership guidelines set at 5x cash retainer; Ramirez’s 2024 compensation mix was primarily cash plus equity ($81,378 cash; $99,997 stock), supporting skin-in-the-game incentives .
- Ownership: Ramirez beneficially owns 26,245 ONB shares (<1% of outstanding), a reasonable alignment level for a non-employee director given ONB’s share count; no depositary shares disclosed .
- Compensation governance: The all-independent Compensation Committee uses WTW as an external advisor; no compensation committee interlocks or insider participation issues disclosed—reduces pay-inflation risk and consultant conflicts .
- Related-party risk: ONB reports no related person transactions requiring Item 404 disclosure in 2024; ordinary-course banking transactions with directors/officers are conducted on market terms per policy—no red flags disclosed for Ramirez .
- Structural change: Elimination of the Corporate Responsibility Committee in 2025 with responsibilities reallocated to other committees indicates efficiency and overlap mitigation; oversight retained via management’s Executive Corporate Responsibility Committee—no governance de-emphasis stated .
Red Flags and Watch Items
- Overboarding risk appears limited: current public company board count disclosed as one (Marcus Corporation) alongside CEO role at Husco; ONB’s nominating process includes overboarding considerations, but no concern is flagged in the proxy .
- Hedging/pledging: ONB prohibits hedging and pledging for NEOs and executive officers; the proxy frames “Responsible Employee Ownership” for employees/executives—monitor director-specific policies if disclosed in future filings .
- Attendance details by individual are not disclosed; continue monitoring future proxies for any deterioration from the board-wide 2024 profile .