Barbara A. Boigegrain
OLD NATIONAL BANCORP /IN/About Barbara A. Boigegrain
Barbara A. Boigegrain, age 67, has served as an independent director of Old National Bancorp since 2022, following ONB’s merger with First Midwest . She was Chief Executive Officer and General Secretary of Wespath Benefits and Investments from 1994 until her retirement in January 2022, with a background in employee benefits, compensation, and governance; she holds a BA in Biology and Psychology from Trinity University (1979) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wespath Benefits and Investments | Chief Executive Officer & General Secretary | 1994–Jan 2022 | Oversaw restructuring and performance, increased AUM; ESG investing leader; founding member of Transition Pathway Initiative |
| Towers Perrin | Consultant | 11 years (pre-1994) | Established San Diego office |
| KPMG LLP | Manager | Part of 4 years (pre-1994) | Finance/analysis experience |
| Dart Industries | Analyst | Part of 4 years (pre-1994) | Analytical and operational experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iliff School of Theology | Board member; Treasurer | Current | Financial stewardship |
| Church Benefits Association | Board member; Chair | Prior | Benefits governance |
| Church Alliance | Board member; Chair | Prior | Policy advocacy |
| Emory & Henry College | Trustee | Former | Higher education governance |
| Crain’s Chicago Business | Notable Women Executives Over 50 | 2020 | Industry recognition |
Board Governance
- Independence: The Board affirmed all nominees are independent except the CEO; Boigegrain is independent .
- Attendance and engagement: In 2024 the Board met five times; each director attended ≥75%, with 13 at 100%, one at 94%, and one at 89% . The Board and committees hold executive and independent director sessions at least quarterly .
- Lead Independent Director: Daniel S. Hermann .
| Committee | Role | Chair/Vice Chair | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|---|
| Audit | Member | Chair: Stephen C. Van Arsdell; Vice Chair: Thomas L. Brown | 8 | Financial reporting integrity, auditor oversight, internal controls |
| Nominating & Corporate Governance | Member | Chair: Daniel S. Hermann; Vice Chair: Ryan C. Kitchell | 4 | Board composition, independence, CEO succession, governance policies |
| Talent Development & Compensation | Member | Chair: Kathryn J. Hayley; Vice Chair: Peter J. Henseler | 5 | Executive pay, incentive metrics, succession (non-CEO), peer groups |
- Related-party and interlocks: No related person transactions requiring Item 404 disclosure in 2024; no compensation committee interlocks or insider participation .
- Director overboarding: Board reviews external board load; none of the directors serves on more than one other public company board .
Fixed Compensation
Director pay uses cash and fully-vested common stock, with election to receive stock component in cash if stock ownership guidelines are met; ownership guideline is 5x the annual cash retainer .
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director retainer |
| Annual stock grant | $100,000 | Fully-vested common stock; may elect cash if guideline met |
| Committee member fees | Audit: $10,000; Compensation: $8,500; Nominating & Governance: $7,500 | Member-level fees by committee |
| Committee chair fees | Not applicable to Boigegrain (not a chair) | Chair fee varies by committee |
| Lead Independent Director retainer | N/A to Boigegrain | $35,000 when applicable |
Barbara A. Boigegrain – 2024 actual director compensation:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $176,000 |
| Stock awards (grant-date fair value) | $0 |
| Nonqualified deferred compensation earnings | $0 |
| Total | $176,000 |
Performance Compensation
| Component | Metrics | Status |
|---|---|---|
| Director equity grants | N/A (fully-vested common stock) | No performance-based director awards disclosed |
ONB’s performance-based PSU/ROATCE/TSR incentives apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Boigegrain |
| Nonprofit/academic boards | Iliff School of Theology (Treasurer); prior Church Benefits Association & Church Alliance; former trustee Emory & Henry College |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Overboarding control | Policy oversight; directors must notify before accepting other boards; none serves on >1 other public board |
Expertise & Qualifications
- Deep benefits/compensation and governance expertise; executive leadership, business development, and operations experience from Wespath .
- ESG investing and market knowledge; founding member of Transition Pathway Initiative .
- Prior consulting and finance/analysis background at Towers Perrin, KPMG, and Dart Industries .
- BA in Biology/Psychology (Trinity University, 1979) .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 44,811 shares | <1% | Shares outstanding: 319,312,019 as of 3/20/2025 |
| Series A & C Depositary Shares | — | * | Not held |
- Director stock ownership guidelines: 5x annual cash retainer; directors meeting guidelines may elect stock grant in cash .
- Pledging/hedging: ONB prohibits hedging/pledging for executives; director-specific prohibitions not separately disclosed in proxy .
Governance Assessment
- Board effectiveness: Boigegrain serves on three core committees (Audit, Compensation, Nominating/Governance), aligning with her benefits and governance background; committee structures are robust with regular executive sessions and explicit risk and independence oversight .
- Independence and attendance: Independent; met ≥75% attendance thresholds with strong overall Board participation (majority at 100%) .
- Alignment: Holds ONB shares; director compensation framework includes equity and stock ownership guidelines; she received cash compensation in 2024 with no stock award recorded, consistent with policy allowing cash election for directors meeting ownership guidelines (compliance status not explicitly disclosed) .
- Conflicts and red flags: No related-person transactions; no compensation committee interlocks; clear clawback policy and independent consultant (WTW) advising compensation decisions—signals of governance rigor .
- Shareholder confidence context: 2024 say-on-pay approval ~91%, indicating broad investor support for ONB’s compensation governance (executive program) .