Katherine E. White
OLD NATIONAL BANCORP /IN/About Katherine E. White
Katherine E. White is an independent director of Old National Bancorp (ONB) serving since 2015. She is a Brigadier General in the U.S. Army National Guard (Special Assistant to the Vice Chief, National Guard Bureau), a Professor of Law at Wayne State University Law School (since 1996), and currently serves as Chair of the University of Michigan Board of Regents. She holds a B.S.E. in Electrical Engineering and Computer Science (Princeton), J.D. (University of Washington), LL.M. in Patent/IP Law (GW Law), and a Master’s in Strategic Studies (U.S. Army War College); she is a Fulbright Senior Scholar, White House Fellow, and a registered patent attorney. Age: 58; ONB director since 2015 .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| U.S. Court of Appeals for the Federal Circuit | Judicial Law Clerk to Hon. Randall R. Rader | 1995–1996 | Appellate clerkship in IP-heavy court |
| USPTO Patent Public Advisory Committee | Member (appointed by Sec. of Commerce) | 2000–2002 | Public oversight of USPTO operations |
| USDA Plant Variety Protection Office Advisory Board | Member (appointed by Sec. of Agriculture) | 2004–2008; 2010–2012; 2015–2020 | Advisory role on plant variety protection |
| United Bank and Trust (Ann Arbor) | Market Board Member | 2003–2014 | Local banking advisory experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Alta Equipment Group, Inc. (NYSE) | Director | Current | Public company directorship |
| University of Michigan | Regent; Chair, Board of Regents | Since 1999; Chair currently | Public higher-ed governance leadership |
| Wayne State University Law School | Professor of Law | Since 1996 | Full-time faculty |
| U.S. Army National Guard | Brigadier General; Special Assistant to VCNGB | Current | Senior military leadership |
Board Governance
- Committee assignments (ONB): Audit; Enterprise Risk; Nominating & Corporate Governance .
- Independence: Board affirmed all non-employee directors are independent; only the CEO is not independent .
- Attendance and engagement: Board held 5 meetings in 2024; every director attended ≥75% of Board/committee meetings; 13/15 had 100%, one had 94%, one 89% (director-level breakouts not disclosed) .
- Executive/independent sessions: Board and committees hold independent/executive sessions at least quarterly .
- Committee oversight context: Audit (financial reporting, ICFR, auditor oversight); Enterprise Risk (credit, liquidity, market, ops, cyber/IT, compliance, reputation, strategic, talent risks); Nominating & Corporate Governance (board composition, governance policies, CEO evaluation/succession) .
Fixed Compensation
2024 ONB Director Compensation Program (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | |
| Annual stock grant (fully vested) | $100,000 | Directors meeting ownership guidelines may elect cash instead |
| Lead Independent Director additional retainer | $35,000 | |
| Audit Committee member/chair | $10,000 / $20,000 | |
| Enterprise Risk member/chair | $8,500 / $13,500 | |
| Talent Dev. & Compensation member/chair | $8,500 / $13,500 | |
| Nominating & Corporate Governance member/chair | $7,500 / $12,500 | |
| Executive Committee member | $7,500 | No chair fee (chaired by CEO) |
| Stock ownership guideline (directors) | 5x annual cash retainer |
Katherine E. White – 2024 ONB Director Pay:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $186,000 |
| Stock awards (grant-date fair value) | $0 |
| Nonqualified deferred comp. earnings | $51,285 |
| Total | $237,285 |
Note: The program permits directors who meet stock ownership guidelines to elect the annual stock grant in cash; Ms. White’s 2024 table shows $0 stock awards and $186,000 cash fees consistent with such an election .
Performance Compensation
ONB does not disclose any performance-based compensation for non-employee directors; director equity grants are fully vested and there are no performance metrics tied to director pay .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Alta Equipment Group, Inc. (NYSE) | Public company | Director | Only 1 other public board per ONB’s overboarding review; ONB notes none of its directors serve on more than one other public company board |
| University of Michigan | Public institution | Regent; Chair | Not a public company board; governance role |
- Compensation Committee interlocks: ONB discloses no compensation committee interlocks or insider participation in 2024 (general disclosure) .
Expertise & Qualifications
- IP/technology legal expertise (EECS background; LL.M. in patent/IP; registered patent attorney; prior USPTO advisory role) .
- Governance and public-sector leadership (Chair, University of Michigan Regents; White House Fellow; Fulbright) .
- Military strategic leadership (Brigadier General; strategic studies; senior advisory role at National Guard Bureau) .
- Academic/legal scholarship and teaching (Professor of Law since 1996) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Outstanding | Depositary Shares (Series A & C) |
|---|---|---|---|
| Katherine E. White | 20,721 | ~0.0065% (calc. from 319,312,019 shares outstanding) | — |
| Directors & Executive Officers (25 persons) | 2,812,205 | 0.87% | 27,500 (0.57%) |
- Shares pledged as collateral: No pledging by Ms. White disclosed; no related person transactions requiring disclosure for 2024 .
- Director ownership guideline: 5x annual cash retainer (company-wide guideline for directors) .
Governance Assessment
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Strengths
- Independent director with significant governance, legal/IP, and military leadership experience; serves on three key oversight committees (Audit, Enterprise Risk, Nominating & Corporate Governance) supporting board effectiveness in risk, controls, and governance .
- Board-wide engagement appears strong (≥75% attendance for all directors; most at 100%); quarterly independent sessions bolster oversight .
- Independence affirmed; no 2024 related-party transactions requiring disclosure; no compensation committee interlocks (general ONB disclosures) .
- ONB shareholder support signal: 2024 say-on-pay passed with ~91% approval, indicating overall investor confidence in compensation governance (contextual to board oversight) .
-
Alignment and pay structure
- 2024 director pay shows Ms. White elected to take the stock grant in cash under ONB policy for directors meeting ownership guidelines, reducing incremental equity accumulation for the year but consistent with program design .
-
Risk indicators and red flags
- No disclosed related-party transactions, tax gross-ups, or other governance red flags tied to Ms. White in 2024 .
- ONB maintains clawback and anti-hedging/anti-pledging policies for executives; director-specific hedging/pledging restrictions not separately disclosed in the director section (no issue identified specific to Ms. White) .
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Overall view
- Ms. White’s profile supports robust oversight in audit, risk, and governance with extensive public-sector and academic credentials. Lack of performance-linked director pay is standard; consideration for investors is the cash election of the equity grant in 2024, which is permitted for directors who meet ownership guidelines and may modestly temper year-over-year equity alignment but does not indicate a governance deficiency under ONB’s policy .