James C. Ryan III
OLD NATIONAL BANCORP /IN/About James C. Ryan III
James “Jim” C. Ryan III is Chairman and Chief Executive Officer of Old National Bancorp (ONB), serving as CEO since 2019; he joined ONB in 2005 and previously served as Senior EVP and CFO (2016–2019). He is 53 and holds a BBA from Grand Valley State University (1994) . Under his leadership, ONB reported 2024 adjusted EPS of $1.86, adjusted ROATCE of 16.9%, and a 3‑year TSR of 38.8% (86th percentile vs. KRX), reflecting strong operating execution; ONB had ~$54B in assets as of 12/31/2024 and completed CapStar (Apr 1, 2024) while announcing a $1.4B Bremer transaction slated to close May 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Old National Bancorp | Chairman & CEO | 2019–present | Led scaled growth (assets ~$54B), delivered adj. EPS $1.86, adj. ROATCE 16.9%, 3‑yr TSR 38.8%; executed CapStar integration and announced Bremer deal . |
| Old National Bancorp | Senior EVP & CFO | 2016–2019 | Financial leadership, M&A/integration experience prior to CEO transition . |
| Old National Bancorp | Director of Corporate Development & Mortgage Banking; Integration Executive; Treasurer | Pre‑2016 | Roles focused on growth, integration and treasury capabilities . |
| Wells Fargo Home Mortgage; Old Kent Financial Corp. | Senior finance roles | Pre‑2005 | Built large‑bank finance/mortgage skillset later applied at ONB . |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| American Bankers Association | Director; Chair, American Bankers Council | National industry leadership and policy engagement . |
| Mid-Size Bank Coalition of America | Director | Peer collaboration and advocacy . |
| Deaconess Health System | Vice Chair (board) | Regional healthcare governance . |
| Evansville Regional Business Committee; Southwest Indiana Regional Development Authority; Central Indiana Corporate Partnership; Evansville Regional Economic Partnership; Orr Fellowship; Golf Gives Back | Board or leadership roles | Community and economic development engagement in core markets . |
Board Service & Governance
- ONB board service: Director since 2019; Chairman & CEO; member and Chair of the Executive Committee .
- Independence and structure: All directors are independent except Mr. Ryan; ONB maintains a Lead Independent Director (Daniel S. Hermann) with robust responsibilities (executive sessions at least quarterly, CEO evaluation, agenda/input oversight) to mitigate combined Chair/CEO concerns .
- Board attendance: The Board met five times in 2024; all directors attended ≥75% of meetings, with 13 of 15 at 100% .
Fixed Compensation
| Component (CEO, 2024) | Detail | Source |
|---|---|---|
| Base salary rate | $1,224,300 (effective March 2024) | |
| Salary paid (SCT) | $1,210,973 (reflects timing within year) | |
| Target annual bonus (% of salary) | 125% of base salary | |
| Actual annual bonus paid (AICP) | $1,740,774 (Non‑Equity Incentive Plan Compensation, 2024) | |
| Perquisites (illustrative) | Personal aircraft use $16,094; home security $9,395; financial planning $15,000; country club, executive physical; company retirement contributions included in “All Other Comp” | |
| Cash/equity mix | ~79% of CEO target TDC is at‑risk (annual + equity) |
Performance Compensation
Annual Incentive Plan (AICP) – 2024 Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual for payout | Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 100% | $1.62 | $1.75 | $2.06 | $1.83 (committee‑adjusted from $1.86) | 115% of target |
Notes: Adjusted EPS excludes merger‑related charges, CECL Day 1 provision, pension distribution, FDIC special assessment, separation, and securities losses; GAAP EPS was $1.68 .
Long‑Term Incentives (LTI)
- 2024 LTI design (grant date 3/1/2024): PSUs (performance‑based) and time‑based Restricted Stock (RS). Mix: CEO 60% PSUs / 40% RS. PSU metrics: 3‑year Relative TSR (50%) and 3‑year Relative ROATCE (50%) vs KRX; payout curve: <25th pct = 0%, 25th = 50% of target, 50th = 100%, 90th = 200%; RS vests ratably over 3 years .
- CEO 2024 grants: 118,041 PSUs (grant‑date FV $2,228,612) and 122,084 RS ($2,000,957); no options granted in 2024 .
PSU performance result (prior cycle):
| PSU cycle | Metric | Relative performance | Payout |
|---|---|---|---|
| 2022–2024 | TSR | ~86th percentile vs. KRX | 191% of target |
| 2022–2024 | ROATCE | ~82nd percentile vs. KRX | 179% of target |
| Combined 2022–2024 | 50% TSR / 50% ROATCE | — | ~184.75% of target, paid Mar 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 825,218 ONB common shares; less than 1% of outstanding (319,312,019 shares) . |
| Unvested RS at 12/31/2024 | 188,371 shares across 2022–2024 grants (21,197; 45,090; 78,694; 43,390) . |
| 2024 CEO equity grants | 118,041 PSUs; 122,084 RS (3‑yr ratable vest) . |
| Dividends | RS: cash dividends during vest; PSUs: dividends accrue and paid in stock only if earned . |
| Ownership guidelines | CEO: 5× salary or 200,000 shares; all NEOs met guidelines as of proxy date . |
| Hedging/pledging | Prohibited from short sales, options, derivatives, hedging; pledging/margin restricted and requires approval of CLO . |
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement structure | Employment Agreements auto‑renew annually (unless 60‑day notice); separate Confidentiality & Restrictive Covenants (CRC) agreements . |
| Non‑compete / Non‑solicit | Apply during employment and for 1 year post‑termination (extendable if in breach) . |
| Clawback | SEC/Nasdaq‑compliant 3‑year lookback for erroneously awarded incentive‑based pay; applies to cash and equity . |
| Severance (non‑CIC) | Prorated annual bonus + 2× target cash comp (salary + target bonus) for CEO/COO/CEO-Commercial/CFO; 1× for CCO/CAO; pro‑rata treatment of equity (PSUs settle on schedule) . |
| Severance (CIC, double‑trigger within 24 months) | Prorated bonus + 3× target cash comp for CEO/COO/CEO-Commercial/CFO; 2× for CCO/CAO; equity vests immediately at target for PSUs . |
| Benefits continuation | Generally 24 months medical for most NEOs; special continuation for COO until Medicare eligibility per letter agreement . |
| No tax gross‑ups | Payments reduced to safe harbor if excise tax would apply . |
Compensation Structure Analysis
- Strong pay‑for‑performance: AICP tied solely to adjusted EPS with pre‑set curve; LTI heavily performance‑based with relative TSR and ROATCE vs KRX; no in‑year goal changes; at‑risk pay is ~79% of CEO target compensation .
- Shareholder alignment safeguards: Ownership guidelines, clawback, anti‑hedging/pledging, no liberal share recycling, double‑trigger CIC, independent comp consultant (WTW) and peer benchmarking targeted near median .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~91% approval, indicating strong shareholder endorsement of program design .
- Engagement: Reached out to holders of ~60% of outstanding shares; ~20% accepted meetings covering strategy, compensation, governance, and performance .
Performance & Track Record
- 2024 highlights: Adjusted EPS $1.86; adjusted net income $578M; adj. ROATCE 16.9%; adj. ROAA 1.14%; adjusted efficiency 52.2%; core deposit growth 4.8% and loan growth 4.1% (ex‑CapStar); net loan charge‑offs 0.13% .
- Strategic M&A: CapStar closed Apr 1, 2024; Bremer announced Nov 25, 2024 with regulatory approvals in Mar 2025 and expected close May 1, 2025 (total value ~$1.4B) .
- Governance quality: 93% independent board; Lead Independent Director; robust committee system and executive sessions .
Multi‑Year Financial Context (S&P Global)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 196,568,000* | 220,486,000* | 207,449,000* | 388,818,000* | 317,975,000* | 341,368,000* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- Positive indicators: High Say‑on‑Pay support (91%); no related‑party transactions requiring disclosure in 2024; no tax gross‑ups; double‑trigger CIC; anti‑hedging/pledging policies; strong board independence with a Lead Independent Director .
- Items to monitor: Significant ongoing PSU and RS vesting through 2027 may create periodic liquidity windows; pledging requires CLO approval (policy‑restricted) .
Compensation Committee & Peer Benchmarking
- Committee composition (independent directors): Chair Kathryn J. Hayley; Vice Chair Peter J. Henseler; members Boigegrain, Hermann, Kitchell, Ramirez, Salmon, Skillman .
- Independent consultant: Willis Towers Watson (WTW); target pay opportunities generally set near peer median; 16‑company peer group spanning $35–$88B assets (median $56B) .
Equity Grant Detail (CEO, 2024)
| Grant date | Instrument | # Units/Shares | Vesting/Performance | Grant‑date fair value |
|---|---|---|---|---|
| 3/1/2024 | PSUs | 118,041 | 3‑yr (2024–2026), 50% TSR and 50% ROATCE vs KRX; 0–200% payout | $2,228,612 |
| 3/1/2024 | RS | 122,084 | 1/3 per year (2025–2027) | $2,000,957 |
Ownership Snapshot (CEO)
| Item | Amount |
|---|---|
| Beneficial ONB shares | 825,218 |
| Unvested RS (12/31/2024) | 188,371 |
| PSUs outstanding (examples) | 2024 grant: 118,041 target PSUs; 2022–2024 cycle paid at ~184.75% in Mar 2025 . |
Investment Implications
- Alignment: Program is heavily performance‑weighted (PSUs with relative metrics; EPS‑based AICP), strong governance controls (clawback, ownership rules, hedging/pledging prohibitions), and robust shareholder support—favorable for long‑term alignment .
- Retention and selling pressure: Material unvested RS and multi‑cycle PSUs through 2027 support retention but create episodic vesting windows; policy restrictions curb speculative activity; note continued monitoring of Form 4 insider activity around vest dates .
- Downside protection and risk: No gross‑ups; double‑trigger CIC; severance multiples (up to 3× target cash comp post‑CIC) are market‑aligned—limited governance overhang .
- Execution track record: Solid operating metrics and top‑quartile relative returns (ROATCE, TSR) alongside active M&A suggest continued value creation potential if integration and credit discipline persist amid rate/credit cycles .