John V. Moran IV
OLD NATIONAL BANCORP /IN/About John V. Moran IV
John V. Moran IV, age 48, is Senior Executive Vice President and Chief Financial Officer of Old National Bancorp (ONB) since August 31, 2024, after serving as Interim CFO from April 1, 2024; prior roles include ONB Chief Strategy Officer (2021–2024) and EVP/CFO of NBT Bancorp (2019–2021) . ONB’s 2024 performance underpinning pay-for-performance included adjusted EPS $1.86, adjusted net income $578M, three-year TSR 38.8% (86th percentile of KRX), adjusted ROATCE 16.9%, and adjusted ROAA 1.14% . He meets ONB’s stock ownership guidelines (≥3x salary or 50,000 shares for executives with salary ≥$250k) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old National Bancorp | Interim CFO (then CFO) | Apr 1–Aug 31, 2024; CFO from Aug 31, 2024 | Transitioned to permanent CFO; continues as CFO of Old National Bank |
| Old National Bancorp | Chief Strategy Officer | 2021–2024 | Led corporate strategy during major growth and acquisitions |
| Old National Bancorp | SVP & Director, Corporate Development & Strategy | 2017–2019 | Corporate development and strategic planning |
| NBT Bancorp (Nasdaq) | EVP & Chief Financial Officer | 2019–2021 | Led finance at a publicly traded bank |
External Roles
No current public company board roles disclosed for Moran in ONB’s proxy/8-K filings; prior external role was EVP & CFO at NBT Bancorp (2019–2021) .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 370,192 | 395,192 | 522,308 (annual; CFO base set at $600,000 effective 9/1/2024) |
| Bonus ($) | — | 62,500 | 62,500 |
| Perquisites & Personal Benefits ($) | 24,569 | 38,062 | 1,378 |
| Company Contributions to Defined Contribution Plans ($) | — | — | 53,469 |
| Life Insurance Premiums ($) | — | — | 989 |
Performance Compensation
| Item | Metric | Weighting | Target/Structure | Actual/Outcome | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AICP) – 2024 | Adjusted EPS | 100% | Threshold $1.62; Target $1.75; Max $2.06 | Adjusted EPS used for payout $1.83 (after $0.03 pension distribution adjustment) | Plan payout at 115% of target; Moran’s 2024 non‑equity incentive comp $480,523 |
| 2022–2024 PSUs (earned in Mar 2025) | Relative TSR | 50% | Threshold 25th pct; Target 50th; Max 90th | ONB TSR 38.8% ≈86th pct | TSR component earned at 191% of target |
| 2022–2024 PSUs (earned in Mar 2025) | Relative ROATCE | 50% | Threshold 25th pct; Target 50th; Max 90th | ONB ROATCE 16.6% ≈82nd pct (one-time pension effect considered) | ROATCE component earned at 179% of target |
| 2022–2024 PSUs – Combined | TSR & ROATCE | — | — | — | Total PSU payout 184.75% of target (paid Mar 2025) |
| 2024 Long-Term Equity Grant (awarded Mar 1, 2024) | PSUs | — | 7,787 units (grant-date fair value $147,016) | Performance period 2024–2026 | Earned based on relative TSR/ROATCE; payout capped at 200% |
| 2024 Long-Term Equity Grant (awarded Mar 1, 2024) | Restricted Stock | — | 16,971 shares (grant-date fair value $278,155) | Vests in 3 equal annual installments Mar 2025–Mar 2027 | Service-based vesting; dividends paid during vesting |
| One-time Promotion Equity (awarded Sep 1, 2024) | Restricted Stock | — | 21,563 shares ($428,025 fair value) | Vests in 3 equal annual installments Sep 1, 2025–2027 | Service-based vesting; tied to CFO promotion |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Common Shares Beneficially Owned | 103,950 (includes 52,243 restricted shares with voting rights) |
| Depositary Shares (Series A/C) | 3,500 (each represents 1/40th interest in a preferred share) |
| Ownership % of Common | Less than 1% of outstanding (319,312,019 shares) |
| Unvested Restricted Stock (by grant) | 3,127 (2022; vested Mar 2, 2025) ; 6,757 (2023; vests Mar 1, 2025–2026) ; 11,681 (2024; vests Mar 1, 2025–2027) ; 5,290 (2024 one-year award vested Mar 1, 2025) ; 21,563 (9/1/2024 CFO award; vests Sep 1, 2025–2027) |
| Outstanding PSUs (company table shown at maximum assumption) | 13,810 (2022–2024) ; 14,444 (2023–2025) ; 16,050 (2024–2026) |
| Stock Ownership Guidelines | Executives with salary ≥$250k: 3x salary or 50,000 shares; all NEOs meet guidelines |
| Hedging/Pledging | Hedging, short sales, options trading prohibited; pledging/margin generally prohibited without approval |
| Deferred Compensation | 2024 deferrals: $69,725 (executive) + $21,769 (company); aggregate 2024 earnings $19,689; year-end balance $228,942 |
Employment Terms
- Agreement structure: Automatic, successive one-year terms ending Dec 31 unless 60‑day non‑renewal notice; includes confidentiality, non-solicit, and non-compete covenants (non-compete generally 1 year post-termination) .
- Core cash compensation targets: Base salary $600,000; annual bonus target 80% of base; annual LTI target 75% of base (PSUs + RS) .
- Severance (non‑Change in Control): Prorated annual bonus for year of termination; plus 2x target cash compensation (base + target bonus); pro‑rata vesting of outstanding equity (PSUs vest if performance met on regular schedule); benefits continuation (medical, life insurance) and outplacement .
- Severance (Change in Control, double trigger within 24 months): Prorated annual bonus; plus 3x target cash compensation (base + target bonus + 7.5% of base for retirement benefits); accelerated vesting of all RS/PSUs at target; benefits continuation and outplacement; no excise tax gross‑ups (payments reduced to safe harbor if applicable) .
- Illustrative CIC economics (ONB valuation as of 12/31/2024): Base $1,800,000; short-term incentive $1,440,000; RS $1,051,155; PSUs (2022–2024) $135,753; PSUs (2023–2025) $146,673; PSUs (2024–2026) $169,056; medical/life/outplacement $93,884; total $4,836,521 (hypothetical) .
- Clawback: Complies with SEC/Nasdaq; recovers erroneously received incentive-based compensation over a 3-year lookback when a restatement occurs .
Investment Implications
- High at-risk pay alignment: AICP tied 100% to adjusted EPS; PSUs tied to relative TSR and ROATCE versus KRX, with 2022–2024 PSU payout at 184.75% signaling strong execution; ongoing 2024–2026 PSUs preserve forward alignment .
- Vesting calendar & potential supply: Multiple RS tranches vesting on Mar 1 each year (2025–2027) and a CFO promotion grant vesting each Sep 1 (2025–2027) may create episodic liquidity needs; ONB prohibits hedging/short sales and generally prohibits pledging, reducing misalignment risk .
- Retention risk moderated by double‑trigger protection: 2x cash severance (non‑CIC) and 3x (CIC) with equity treatment and benefits continuation, plus one‑year non‑compete, suggest balanced retention incentives; no tax gross‑ups and active clawback reduce shareholder-unfriendly optics .
- Governance and shareholder support: Compensation Committee independence with WTW as consultant; pay targeted near peer median; 2024 say‑on‑pay approval ~91% indicates investor endorsement of pay design .