Daniel C. Reardon
OLD NATIONAL BANCORP /IN/About Daniel C. Reardon
Daniel C. Reardon is a non-employee director of Old National Bancorp (ONB), appointed to the Board on May 1, 2025 in connection with ONB’s merger with Bremer Financial. He serves on ONB’s Audit Committee and his term runs until the ONB annual meeting of shareholders in 2026 . Reardon is Co-CEO and a trustee of the Otto Bremer Trust (OBT), with over 20 years of experience in executive management, banking, and philanthropy; he previously served on the boards of Bremer Financial Corporation and Bremer Bank . Age and education are not disclosed in ONB filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bremer Financial Corporation | Director | Not disclosed | Oversight role as board member prior to ONB-Bremer merger |
| Bremer Bank | Director | Not disclosed | Oversight role as board member prior to ONB-Bremer merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otto Bremer Trust | Co-CEO & Trustee | Since January 1995 | Oversees investments and charitable distributions (e.g., $8.4 million in latest grant cycle) |
| Otto Bremer Trust | Philanthropy leadership | Ongoing | Decades of executive management, banking, and philanthropy experience |
Board Governance
- Appointment and term: Appointed May 1, 2025; term until 2026 annual meeting .
- Committee assignment: Audit Committee member (no chair role disclosed) .
- Board structure change: Board size increased from 15 to 16 directors effective May 1, 2025 via by-laws amendment .
- Independence status: Board-level independence reported as 93% in 2025 proxy and later highlighted as 94%; individual independence classification for Reardon not explicitly disclosed .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of meetings; 13 of 15 had 100% attendance; executive and independent sessions held at least quarterly. Individual attendance for Reardon (appointed in 2025) is not disclosed .
- Risk oversight: Audit Committee oversees accounting/financial reporting/internal control risks; Enterprise Risk Committee oversees broad risk categories; Compensation and Nominating committees oversee compensation and governance risks respectively .
- Overboarding/commitment: Corporate Governance Guidelines require pre-clearance before joining other boards; none of ONB’s directors serves on more than one other public company board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Non-employee directors |
| Annual Stock Grant | $100,000 | Fully vested common stock; directors meeting ownership guidelines may elect cash instead |
| Audit Committee Member Fee | $10,000 | Committee member retainer |
| Audit Committee Chair Fee | $20,000 | Chair retainer (not applicable to Reardon unless appointed chair) |
| Stock Ownership Guidelines | 5x annual cash retainer | Applies to directors |
| Lead Independent Director Additional Retainer | $35,000 | For LID role (not applicable to Reardon) |
| Deferred Compensation Plan | Available | Directors may defer up to 100% of cash/equity; earnings credited to selected investment alternatives |
- Reardon will receive director and Audit Committee compensation “on the same basis as other non-employee directors” .
Performance Compensation
| Feature | Status | Details |
|---|---|---|
| Performance-based pay for directors | Not used | Director compensation is cash and fully-vested stock grants; no disclosed performance metrics or options/PSUs for directors |
| Deferred compensation | Plan earnings | Non-qualified deferred plan earnings based on selected investment alternatives; paid from general assets |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Otto Bremer Trust | Co-CEO & Trustee | Reardon’s appointment to ONB Board occurred under an Investor Agreement linked to the ONB-Bremer merger; ONB reported no transactions involving Reardon requiring Item 404(a) disclosure beyond the Investor Agreement . |
| Bremer Financial / Bremer Bank | Prior director roles | Historical governance linkage to a merger counterparty; ONB Board and Nominating & Corporate Governance Committee annually assess director independence and composition . |
Expertise & Qualifications
- Executive management, banking, and philanthropy experience spanning 20+ years .
- Current leadership in a significant philanthropic trust, with demonstrated oversight of grantmaking and investment activities .
- Audit Committee service at ONB implies focus on financial reporting and internal controls; specific “financial expert” designation is not disclosed .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed | 2025 proxy ownership table predates his appointment and does not list Reardon . |
| Ownership guidelines | 5x annual cash retainer | Directors may elect cash in lieu of stock component if guidelines are met . |
| Hedging/pledging | Employee/NEO prohibition | ONB prohibits hedging/pledging by NEOs; director-specific hedging/pledging prohibitions not explicitly disclosed . |
Governance Assessment
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Strengths:
- Audit Committee placement provides immediate engagement in core financial oversight .
- Director pay structure aligns interests via fully-vested stock and clear ownership guidelines (5x cash retainer) .
- Board demonstrates strong governance processes: high independence (93–94%), rigorous committee risk oversight, executive and independent sessions at least quarterly, and formal overboarding controls .
-
Potential red flags/monitoring items:
- Investor Agreement-driven appointment following ONB’s merger with Bremer could create perceived alignment with a significant shareholder; ONB disclosed no related person transactions involving Reardon under Item 404(a) beyond the Investor Agreement .
- Individual independence classification and equity holdings for Reardon are not yet disclosed in ONB filings; monitor 2026 proxy for updates .
-
Overall signal: Governance structures and compensation framework reduce conflict risk and align director incentives; continued disclosure on Reardon’s independence determination, ownership, and attendance in the next proxy will be important for investor confidence .