Ellen A. Rudnick
OLD NATIONAL BANCORP /IN/About Ellen A. Rudnick
Ellen A. Rudnick (age 74) is an independent director of Old National Bancorp (ONB) since 2022. She is Senior Advisor for New Venture Programming at the University of Chicago Booth School of Business; previously Executive Director of the Polsky Center and Adjunct Professor of Entrepreneurship. Her prior operating roles include Corporate Vice President at Baxter International (NYSE), President/CEO at Healthcare Knowledge Resources, President at HCIA, and Chairperson at Pacific Biometrics. Education: BA (Italian, Economics minor) Vassar College (1972); MBA (Finance) University of Chicago (1973) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International, Inc. (NYSE) | Corporate Vice President | Not disclosed | Senior operating role in healthcare |
| Healthcare Knowledge Resources | President & CEO | Not disclosed | Executive leadership in information services |
| HCIA | President | Not disclosed | Executive management |
| Pacific Biometrics | Chairperson | Not disclosed | Board leadership in healthcare diagnostics |
| University of Chicago Booth | Executive Director, Polsky Center; Adjunct Professor | Since 1999 (various roles) | Entrepreneurship program leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Mutual Insurance Company | Director | Since 2001 | Insurance governance experience |
| Patterson Companies (Nasdaq) | Director (former) | 2003–2024 | Public company board service |
| HMS Holdings Corp. (Nasdaq) | Director (former) | 1997–2021 | Public company board service |
| NorthShore University Health System | Director (former) | Over 20 years | Healthcare system governance |
| Chicagoland Entrepreneurship Center (1871) | Director | Not disclosed | Start-up ecosystem oversight |
| MATTER (healthcare incubator) | Director | Not disclosed | Health innovation oversight |
| Illinois Tech Ed Kaplan Institute | Advisory Committee | Not disclosed | Innovation advisory |
| Hyde Park Angels | Board (former) | Not disclosed | Early-stage investment network |
Board Governance
- Independence: ONB’s Board affirmed all nominees except the CEO as independent; Rudnick is independent .
- 2024 meetings: Board held 5 meetings; all directors attended ≥75%; 13/15 had 100% attendance; one at 94% and one at 89% (individual director breakdown not disclosed) .
- Executive/independent sessions: At least quarterly executive sessions of independent directors .
- Lead Independent Director: Daniel S. Hermann; duties include presiding independent sessions and CEO evaluation .
| Committee | Member? | Chair/Vice Chair | 2024 Meetings | Key Focus |
|---|---|---|---|---|
| Executive Committee | Yes | Chair: CEO; Vice Chair: Hermann | 5 | Strategy, M&A, capital plan |
| Enterprise Risk Committee | Yes | Chair: Brown; Vice Chair: Salmon | 4 | Credit, IT/cyber, liquidity, market, operational, compliance, strategic, talent risk |
| Nominating & Corporate Governance | Yes | Chair: Hermann; Vice Chair: Kitchell | 4 | Director slate, independence, board composition, CEO succession, governance policies, ownership guidelines |
Fixed Compensation
- ONB director pay structure (non-employee directors): Annual cash retainer $60,000; annual stock grant $100,000 (fully vested common stock; cash alternative available if ownership guidelines met); committee member fees (Audit $10,000; Enterprise Risk $8,500; Compensation $8,500; Nominating & Corporate Governance $7,500; Corporate Responsibility $7,500; Executive $7,500); Lead Independent Director retainer $35,000; stock ownership guidelines 5× annual cash retainer .
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Standard for non-employee directors |
| Annual Stock Grant | $100,000 | Fully vested; cash alternative if guidelines met |
| Committee Member Fees | Varies | ERM $8,500; N&CG $7,500; Executive $7,500 applicable to Rudnick |
| Ellen A. Rudnick – 2024 Director Compensation | Cash | Stock Awards (Grant-Date Fair Value) | Deferred Comp Earnings | Total |
|---|---|---|---|---|
| Amount | $82,503 | $99,997 | $0 | $182,500 |
Performance Compensation
- ONB does not tie non-employee director compensation to performance metrics (equity grants are fully-vested common stock; no PSUs/options for directors disclosed) .
- For context, ONB executive incentive metrics use Adjusted EPS (AICP; 2024 earned at 115% of target) and three-year relative TSR/ROATCE for PSUs, but these do not apply to directors .
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None | Director equity is fully-vested stock; no performance-based awards disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Liberty Mutual Insurance Company | Current director since 2001 | No ONB-related party transactions requiring disclosure in 2024; no specific interlock exposure disclosed |
| Patterson Companies (former) | Board 2003–2024 | Former role; no current interlock |
| HMS Holdings Corp. (former) | Board 1997–2021 | Former role; no current interlock |
- Related party transactions policy: ONB reports ordinary-course banking relationships with directors/officers on market terms and disclosed that no related person transactions required Item 404 disclosure in 2024 .
Expertise & Qualifications
- Executive management and entrepreneurship across healthcare and information services; corporate governance experience from multiple public boards; academic leadership in venture programming and innovation .
- Brings leadership, governance, strategic, and entrepreneurial skills to ONB’s board .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class |
|---|---|---|
| ONB Common Shares/Units | 62,706 | <1% (based on 319,312,019 outstanding) |
| Series A & C Depositary Shares | 3,000 | <1% (based on 4,900,000 outstanding) |
- Director stock ownership guidelines: 5× annual cash retainer; directors who meet guidelines may elect stock component in cash (individual compliance status not disclosed) .
- Insider trading and responsible ownership policies prohibit hedging and pledging for employees (policy sections noted; director-specific anti-hedging/pledging referenced via governance codes, but executive-specific prohibition explicitly stated) .
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Dec 19, 2024 | Form 4 (late) | Acquisition of 64 shares | Late due to inadvertent portfolio manager communication error; single late filing disclosed by ONB |
Governance Assessment
- Independence and committee roles: Rudnick is independent and serves on Executive, Enterprise Risk, and Nominating & Corporate Governance—positions aligning her with strategy oversight, risk management, and board composition/succession, enhancing board effectiveness .
- Attendance and engagement: Board met 5 times in 2024 with strong attendance culture (≥75% for all; majority at 100%), and quarterly independent sessions; Rudnick’s individual attendance not specifically disclosed but committee memberships imply ongoing engagement in risk and governance oversight .
- Director compensation and alignment: Mix of cash and fully-vested equity with committee retainers; ownership guideline at 5× retainer; Rudnick’s 2024 total of $182,500 indicates standard structure without performance-linked director pay, limiting pay-for-performance concerns at the director level .
- Conflicts and related-party exposure: No related person transactions requiring disclosure in 2024; ordinary-course banking relationships on market terms; Liberty Mutual directorship noted without disclosed ONB transactions—low conflict signal based on filings .
- Compliance indicators: One late Form 4 due to administrative error reported; minor compliance flag but promptly disclosed, suggesting adequate governance processes and transparency .
- Shareholder sentiment context: 2024 Say-on-Pay approval at ~91% for ONB executives reflects investor comfort with compensation governance broadly (context; not director-specific) .
RED FLAGS: None material disclosed regarding related-party transactions, pledging/hedging, or low attendance; one late Section 16 Form 4 for small share acquisitions noted and explained .