Carrie S. Goldfeder
OLD NATIONAL BANCORP /IN/About Carrie S. Goldfeder
Carrie S. Goldfeder is Executive Vice President and Chief Credit Officer (CCO) of Old National Bancorp (ONB), serving since December 2023; she is 53 and brings 25+ years of corporate credit leadership across GE Capital and Capital One . ONB’s 2024 performance under the NEO incentive framework included adjusted EPS of $1.86, 3-year TSR of 38.8% (86th percentile of the KRX Index), and adjusted ROATCE of 16.9% (top quartile) . As CCO, her remit spans portfolio credit discipline amid nonaccruals around ~1.2–1.24% of loans and net charge-offs of ~24–25 bps in 2025, while management emphasizes proactive classification, workout rigor, and conservative structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | Co-Head Corporate Credit; Segment Lead, Senior Credit Officer | 2015–2023 | Led corporate credit segments; senior risk leadership across sectors |
| GE Capital (incl. GE Antares) | Segment Risk Leader, Healthcare Services; SVP & Team Leader, GE Antares Capital | 2000–2015 | Built sector credit frameworks; led sponsor finance underwriting/portfolio management |
External Roles
- Not disclosed in ONB filings reviewed.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $500,000 | Effective March 2024 |
| Perquisites & Personal Benefits | $4,549 | Includes minor perqs; details below |
| Company Contributions to Defined Contribution Plans | $17,250 | 401(k) and executive plan contributions per table |
| Cash Dividends on Restricted Stock | $22,306 | Dividends paid on RS during vesting |
| Life Insurance Premiums | $1,164 | Group life equal to 2x base salary |
| Executive Deferred Compensation – Employee Contributions | $36,923 | Elected deferral |
| Executive Deferred Compensation – Earnings | $1,246 | 2024 plan earnings |
| Executive Deferred Compensation – Year-end Balance | $38,169 | Aggregate balance |
Stock ownership guidelines: salary ≥$250k requires 3x salary or 50,000 shares; all NEOs met guidelines as of proxy date .
Performance Compensation
Annual Incentive (AICP – 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EPS | 100% | $1.62 | $1.75 | $2.06 | $1.83 (after $0.03 adjustment) | 115% |
| Resulting AICP Cash Paid | — | — | — | — | $373,750 | 115% × $325,000 target (65% of salary) |
| Citations: structure/goals , threshold/target/max , adjusted EPS determination , payout factor 115% , Goldfeder AICP amount $373,750 , target bonus % for CCO role 65% . |
Long-Term Equity (granted 2024)
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value | Metrics / Vesting | Notes |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 3/1/2024 | 9,888 | $186,685 | Relative TSR (50%) and ROATCE (50%); 3-year period ending 12/31/2026; payout 0–200% (threshold 25th percentile); vest/pay March 2027 | Dividends accrue, paid in shares if earned |
| Restricted Stock (RS) – Annual | 3/1/2024 | 14,833 | $243,113 | Service-based; vest in 3 equal annual installments on 3/1/2025, 3/1/2026, 3/1/2027 | Dividends paid currently |
| Restricted Stock (RS) – Sign-on | 1/1/2024 | 25,000 | $422,250 | Service-based; vest in equal annual installments on 1/1/2025, 1/1/2026, 1/1/2027 | Granted at hire as CCO |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership (incl. certain unvested RS; excludes PSUs >60 days to vest) | 45,356 shares/units | Less than 1% of common shares outstanding |
| Restricted Stock counted as “owned” under guidelines | 36,930 shares | Voting but no dispositive power until vest |
| PSUs excluded from “owned” within 60 days | 16,803 units | Not counted for beneficial ownership or guidelines |
| Anti-hedging/anti-pledging | Prohibited (short sales, derivatives, hedges; pledging requires CLO approval) | Insider Trading Policy – |
| Clawback | SEC/Nasdaq-compliant 3-year lookback for restatements | Applies to cash and equity incentive comp |
Employment Terms
| Provision | Non-CIC Qualifying Termination | After Change-in-Control (double-trigger within 24 months) | Notes |
|---|---|---|---|
| Cash Severance | 1× target cash compensation (base + target bonus) + prorated annual bonus | 2× target cash compensation + prorated annual bonus | CCO level; RS/PSU treatment below – |
| Benefits | 24 months medical; 18 months life insurance; 24 months outplacement | Same (plus accelerated equity per plan) | – |
| Equity Awards | Pro-rata RS and PSUs; PSUs pay if performance met on regular vest date | Immediate vesting of RS; PSUs deemed earned at target and vest immediately | Release of claims required; double-trigger CIC |
| Gross-ups | None | None; payments reduced to 280G safe harbor if excise tax would apply |
Estimated Values (as of 12/31/2024)
| Scenario | Base Salary | Short-Term Incentive | RS Treatment | PSU Treatment | Benefits | Total |
|---|---|---|---|---|---|---|
| Non-CIC Qualifying Termination | $500,000 | $325,000 | $270,354 | $71,556 | $73,341 | $1,240,251 |
| CIC (double-trigger within 24 months) | $1,000,000 | $650,000 | $864,774 | $214,668 | $110,931 | $2,840,373 |
| Citations: scenario totals and components . |
Performance & Track Record
- Company 2024 highlights: adjusted EPS $1.86; adjusted net income $578M; 3-year TSR 38.8% (86th percentile KRX); adjusted ROATCE 16.9%; adjusted ROAA 1.14%; adjusted efficiency ratio 52.2% .
- Credit discipline into 2025: net charge-offs ~0.24–0.25% of average loans; nonaccruals ~1.23–1.24% of loans; allowance coverage ~1.24–1.26% of loans including unfunded commitments . Management emphasizes proactive classification/workouts and conservative structures to manage migration and loss content .
Compensation Structure Analysis
- Mix and alignment: At-risk pay dominates for NEOs; CCO target LT equity opportunity 80% of base; annual incentive target 65% of base; PSUs tied to 3-year relative TSR and ROATCE vs KRX peers – –.
- 2024 AICP design focused on profitability (Adjusted EPS), with no midyear goal changes; payout curve thresholds set ex ante; risk assessment conducted by Chief Risk Officer and WTW; no excessive risk encouragement identified .
- Governance safeguards: clawback, anti-hedging/pledging, stock ownership guidelines met, double-trigger CIC vesting only; no tax gross-ups –.
Compensation & Ownership Tables
2024 Summary Compensation (Goldfeder)
| Metric | 2024 |
|---|---|
| Salary | $500,000 |
| Stock Awards (RS + PSUs grant-date FV) | $852,048 |
| Non-Equity Incentive Plan Compensation (AICP) | $373,750 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $28 |
| All Other Compensation | $45,269 |
| Total | $1,771,095 |
2024 Grants (Goldfeder)
| Award | Grant Date | Threshold | Target | Max | Shares/Units | Grant-Date FV |
|---|---|---|---|---|---|---|
| AICP (cash) | 3/1/2024 | $162,500 | $325,000 | $944,615 | — | — |
| PSUs (2024–2026) | 3/1/2024 | 4,944 | 9,888 | 19,776 | 9,888 | $186,685 |
| RS – Sign-on | 1/1/2024 | — | — | — | 25,000 | $422,250 |
| RS – Annual | 3/1/2024 | — | — | — | 14,833 | $243,113 |
| Citations: grants and valuations . |
Equity Awards Outstanding (12/31/2024)
| Award | Shares/Units | Market/Payout Value |
|---|---|---|
| RS (sign-on; three-year vest) | 25,000 | $542,750 |
| RS (annual; three-year vest) | 14,833 | $322,024 |
| PSUs (2024–2026), shown at maximum for tabular disclosure | 20,380 | $442,450 |
| Note: Market values based on $21.71 closing price at 12/31/2024 . |
Beneficial Ownership (Record Date 3/20/2025)
| Holder | Common Shares/Units | % Class |
|---|---|---|
| Carrie S. Goldfeder | 45,356 | Less than 1% |
| Footnotes: counts include RS (36,930) with voting but no dispositive power; exclude PSUs not vesting within 60 days (16,803) . |
2024 Performance Highlights (ONB)
| Metric | 2024 Value |
|---|---|
| Adjusted EPS | $1.86 |
| GAAP EPS | $1.68 |
| Adjusted Net Income | $578M |
| 3-year TSR (2022–2024) | 38.8% (86th percentile KRX) |
| Adjusted ROATCE | 16.9% |
| Adjusted ROAA | 1.14% |
| Adjusted Efficiency Ratio | 52.2% |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~91% “FOR” at 2024 annual meeting .
- Ongoing outreach: Company met with governance/stewardship teams of major holders; topics included strategy, executive compensation and succession –.
Stock Ownership Guidelines & Policies
- Guidelines: CEO 5x salary or 200k shares; COO 4x salary or 100k shares; ≥$250k salary executives 3x salary or 50k shares; all NEOs met guidelines at proxy date .
- Insider Trading Policy: blackout periods; pre-clearance required; strict prohibitions on hedging/derivatives, short sales, margin, and pledging (limited exceptions with CLO approval) –.
Related Party Transactions & Red Flags
- No related person transactions requiring Item 404 disclosure in 2024 .
- No tax gross-ups on severance/benefits; double-trigger CIC vesting; no “walk-away” CIC provision .
Expertise & Qualifications
- Deep corporate credit expertise across sectors and sponsor finance; senior risk leadership at Capital One and GE Antares Capital .
- As ONB CCO, aligns credit policy and portfolio oversight with disciplined classification, workouts and conservative structures to manage migration and loss content .
Investment Implications
- Alignment: Strong pay-for-performance design (AICP on adjusted EPS; PSUs on 3-year relative TSR/ROATCE) and robust governance (ownership requirements, clawback, anti-hedging/pledging) support shareholder alignment – –.
- Retention risk: Multi-year RS vesting (2025–2027) and PSU cycles (2024–2026) create staggered value realization; double-trigger CIC terms mitigate forced turnover, though 1× non-CIC severance suggests standard retention economics at CCO level – .
- Trading signals: Insider policy severely restricts hedging/pledging; RS dividends accrue and PSUs accrue dividends (paid in shares upon earning), reducing incentives for premature selling; however, annual RS vesting may result in routine Form 4 tax-withholding sales—monitor filings for timing/size .
- Execution risk: Credit trends (nonaccruals ~1.2%+, NCOs ~24–25 bps; allowance ~1.24–1.26%) underscore the importance of disciplined portfolio management; management commentary highlights proactive remediation and cautious structures—positive for risk-adjusted returns if sustained .
Note: This analysis is based on ONB’s 2025 DEF 14A and 2024 Form 10-K, plus 2025 earnings disclosures. For real-time insider trading/ownership changes, review current Form 4 filings and Section 16 reports.