Derrick J. Stewart
OLD NATIONAL BANCORP /IN/About Derrick J. Stewart
Derrick J. Stewart (age 47) is an independent director of Old National Bancorp (ONB) and currently serves as Executive Vice President and Chief Operating Officer of the YMCA Retirement Fund. He joined ONB’s board in 2015 after earlier serving as a commercial loan officer at Old National Bank (2004–2005), bringing operating leadership and nonprofit financial stewardship experience; the board has affirmatively determined his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YMCA Retirement Fund | Executive Vice President & Chief Operating Officer | 2023–present | Operations leadership for a national retirement fund |
| YMCA Retirement Fund | Senior Vice President, Education & Communication | 2022–2023 | Led education and participant communication strategy |
| YMCA of Greater Indianapolis | President & Chief Executive Officer | 2019–2022 | Chief executive for large metro YMCA association |
| YMCA of Southwestern Indiana | Chief Development Officer; Chief Operating Officer; then CEO | 2005–2019 (CEO 2009–2019) | Grew regional nonprofit operations and development |
| Old National Bank | Commercial Loan Officer | 2004–2005 | Banking credit experience at ONB |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deaconess Health System | Board of Directors | Current | ONB CEO James C. Ryan is also Vice Chair at Deaconess, creating an external interlock |
| Armed Services YMCA | Board of Directors | Current | Nonprofit governance role |
| YMCA of the USA | Board of Directors (past) | Past | Served on Financial Development and International Committees |
| Evansville Regional Airport Authority | Board President (past) | Past | Regional public service |
| Public Education Foundation of Evansville | Board President (past) | Past | Education nonprofit |
| Evansville Christian School | Board Vice President (past) | Past | Education nonprofit |
| Ivy Tech Community College (Regional) | Regional Board of Trustees (past) | Past | Community college governance |
| Mitch Daniels Leadership Fellowship | Fellow (past) | Past | Civic leadership program |
Board Governance
- Independence: The board annually evaluates independence; all non-employee directors, including Mr. Stewart, were affirmed independent; only the CEO is non-independent .
- Committee assignments (2024 structure and meetings):
- Enterprise Risk Committee — Member; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee — Member; 4 meetings in 2024 .
- Attendance: In 2024 the board met five times; each director attended at least 75% of board/committee meetings, with 13 of 15 directors at 100% attendance; all directors attended the 2024 annual meeting .
- Executive/independent sessions: Board and committees hold executive and independent director sessions at least quarterly .
- Lead Independent Director: Role exists and is active (not Mr. Stewart); duties include quarterly independent sessions and CEO evaluation oversight .
Fixed Compensation (Director)
Director pay program (FY2024):
| Component | Amount/Guideline |
|---|---|
| Annual Cash Retainer | $60,000 |
| Annual Stock Grant (fully vested) | $100,000 |
| Lead Independent Director Retainer | $35,000 |
| Committee Member Fees | Audit $10,000; Enterprise Risk $8,500; Compensation $8,500; Nominating & Corporate Governance $7,500; Corporate Responsibility $7,500 |
| Committee Chair Fees | Audit $20,000; Enterprise Risk $13,500; Compensation $13,500; Nominating & Corporate Governance $12,500; Corporate Responsibility $12,500 |
| Executive Committee | Member fee $7,500; no chair fee (CEO chairs) |
| Director Stock Ownership Guideline | 5× annual cash retainer |
| Directors Deferred Compensation Plan | Available; directors may defer cash/equity, with plan earnings credited to balances |
Mr. Stewart’s actual 2024 director compensation:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $195,250 |
| Stock Awards (grant-date fair value) | $0 |
| Nonqualified Deferred Compensation Earnings | $80,615 |
| Total | $275,865 |
Notes: ONB allows directors who meet ownership guidelines to elect to receive the stock component in cash; the Director Deferred Compensation Plan credits investment earnings on deferred balances, paid from general assets .
Performance Compensation
- Not applicable to directors. ONB pays directors via cash retainers, committee fees, and fully-vested stock grants (no performance-vested equity or annual bonus metrics for non-employee directors) .
Other Directorships & Interlocks
- External interlock: Deaconess Health System — Mr. Stewart is a director while ONB’s CEO, James C. Ryan, serves as Vice Chair of Deaconess’ board. This creates an external network linkage but is not a related-party transaction under Item 404 as disclosed; ONB reports no related person transactions in 2024 requiring disclosure .
Expertise & Qualifications
- Operating leadership of large nonprofits and retirement fund administration; prior commercial banking experience at ONB; deep community engagement across ONB’s Midwest markets .
- Education: Indiana University Kelley School of Business, degree in Business and Finance (1999) .
- Board skills aligned to ONB’s matrix: risk oversight (Enterprise Risk Committee), governance and succession (Nominating & Corporate Governance) .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class |
|---|---|---|
| ONB Common Stock | 23,262 shares | <1% |
| Series A & C Depositary Shares | 0 | — |
- Stock ownership guideline for directors: 5× annual cash retainer (company guideline; individual compliance status not disclosed) .
- Anti-hedging/pledging: ONB prohibits employees (including NEOs) from hedging/pledging; policy scope is disclosed for employees; no pledging by Mr. Stewart is disclosed in the proxy .
Governance Assessment
- Strengths: Independent status; active risk and governance committee service; strong overall board attendance culture; quarterly independent sessions; director pay structured with meaningful equity/ownership guideline to align interests; availability of deferral supports long-term alignment; no 2024 related-party transactions disclosed .
- Potential watch items: External interlock at Deaconess Health System with ONB’s CEO present could concentrate social capital; board should continue to monitor for any perceived conflicts in counterparties (none disclosed) .
- Shareholder sentiment signal: 2024 say‑on‑pay approval at ~91% indicates supportive governance environment; robust shareholder engagement program in place .
No red flags identified regarding attendance, independence, hedging/pledging, or related-party dealings for Mr. Stewart based on the latest proxy disclosures. Continued transparency around director equity holdings versus guidelines and any future related-party considerations is advised .