Kathryn J. Hayley
OLD NATIONAL BANCORP /IN/About Kathryn J. Hayley
Independent director since 2022; age 66. CEO of Rosewood Advisory Services since 2015; former EVP at UnitedHealthcare (2012–2015), CEO roles at Aon Consulting Worldwide and Aon Hewitt Consulting Americas (2006–2012), and former IT Partner at Deloitte Consulting, where she led the U.S. financial services practice. Education: B.S. in Applied Computer Science (Illinois State University, 1979) and MBA (Northwestern University Kellogg, 1984). Core credentials: technology/IT oversight, executive management, compensation and talent management, plus prior service on the Deloitte & Touche LLP U.S. Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rosewood Advisory Services, LLC | Chief Executive Officer | 2015–present | Business advisory leadership |
| UnitedHealthcare (UnitedHealth Group) | Executive Vice President | 2012–2015 | Oversaw strategic initiatives at a global healthcare company |
| Aon plc | CEO, Aon Consulting Worldwide; CEO, Aon Hewitt Consulting Americas | 2006–2012 | Led global consulting businesses in HR/benefits |
| Deloitte Consulting LLP | Information Technology Partner; led U.S. financial services practice | Prior to 2006 | Technology leadership; sector expertise |
| Deloitte & Touche LLP U.S. | Board Director | Prior service | Governance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Concentrix Corporation (NASDAQ: CNXC) | Director | 2020–present | Compensation Committee Chair; Nominating & Governance; Executive Committee |
| Alight Solutions, LLC | Director | 2018–2021 | Audit Committee (prior) |
| Interior Logic Group, Inc. | Director | 2021–2022 | Audit Committee Chair (prior) |
| Tribridge Holdings, LLC | Director | 2015–2017 | Audit Committee (prior) |
| E.A. Renfroe & Co., Inc. | Advisory Board Member | 2016–2022 | Advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board annually determines independence; all non-employee directors, including Hayley, are independent; CEO is not independent . |
| Committees | Audit Committee Member (8 meetings in 2024) ; Executive Committee Member (5 meetings in 2024) ; Talent Development & Compensation Committee Chair (5 meetings in 2024) . |
| Attendance & Engagement | Board held 5 meetings; each director attended ≥75% of Board/committee meetings; 13 of 15 directors had 100% attendance; all directors attended 2024 annual meeting . |
| Lead Independent Director | Role exists when CEO is Chair; Daniel S. Hermann serves as Lead Independent Director . |
| Executive Sessions | Independent director sessions held at least quarterly . |
| Overboarding Policy | Directors must notify before accepting other boards; none serve on more than one other public board (Hayley’s one other public board: Concentrix) . |
| Committee Interlocks | No Compensation Committee interlocks or insider participation; all members (incl. Hayley) are non-employee directors . |
Fixed Compensation
| Program Component (Non-Employee Directors) | 2024 Terms |
|---|---|
| Annual Cash Retainer | $60,000 |
| Annual Stock Grant (fully-vested common) | $100,000 (cash election permitted if ownership guidelines met) |
| Lead Independent Director Retainer | $35,000 |
| Committee Fees (Member/Chair) | Audit: $10,000 / $20,000; Enterprise Risk: $8,500 / $13,500; Compensation: $8,500 / $13,500; Nominating & Governance: $7,500 / $12,500; Executive: $7,500 / N/A |
| Directors Deferred Compensation Plan | Up to 100% of cash/equity deferrable; returns based on selected investment alternatives |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer |
| Kathryn J. Hayley – 2024 Director Compensation (ONB) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $184,500 |
| Stock Awards (grant-date fair value) | $0 (line item shows none) |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings | $0 |
| Total | $184,500 |
Performance Compensation
| Performance-Based Elements in Director Pay | Detail |
|---|---|
| None disclosed | ONB pays directors in cash and fully-vested stock; no option awards, RSUs/PSUs, or performance metrics tied to director compensation are disclosed . |
Other Directorships & Interlocks
- Current public company: Concentrix Corporation (Compensation Chair; Nominating & Governance; Executive Committee) .
- ONB discloses no related-person transactions requiring Item 404 reporting in 2024 and no Compensation Committee interlocks (reduces conflict risk) .
Expertise & Qualifications
- Technical/IT oversight, cybersecurity awareness (Audit and technology background) .
- Compensation/talent development expertise (Chairs ONB’s Talent Development & Compensation Committee; chairs Concentrix Compensation Committee) .
- Executive leadership across healthcare, consulting, and financial services .
- Education: Illinois State University (B.S., 1979); Northwestern Kellogg MBA (1984) .
Equity Ownership
| Security | Amount Beneficially Owned | Percent of Class | Basis |
|---|---|---|---|
| ONB Common Stock | 33,572 shares | <1% | Beneficial ownership table (Record Date March 20, 2025; 319,312,019 outstanding) |
| ONB Depositary Shares (Series A & C, 1/40th per share) | 12,000 depositary shares | <1% | Beneficial ownership table (4,900,000 depositary shares outstanding) |
- Anti-pledging/hedging: Insider trading policy prohibits pledging without approval, hedging, short sales, and derivatives for directors; supports alignment .
Insider Trades and Ownership Changes
| Date | Security | Transaction | Quantity | Price | Post-Transaction Direct Ownership |
|---|---|---|---|---|---|
| 2025-11-13 | ONB Common Stock | Acquisition (equity portion of annual director compensation) | 4,810 | $20.79 | 31,055 |
| 2025-11-13 | Phantom Stock (Directors Deferred Compensation Plan) | Acquisition | 4,815 | N/A | N/A |
Note: Beneficial ownership in ONB proxy (33,572 common; 12,000 depositary shares as of 3/20/2025) reflects a different date than Form 4; both are disclosed sources .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~91% support (affirming pay program alignment) .
- 2025 Annual Meeting outcomes:
- Director election (Hayley): For 262,848,890; Withheld 2,447,284; Broker non‑votes 26,008,411 .
- Advisory vote on NEO compensation: For 238,432,348; Against 17,656,728; Abstentions 4,680,755; Broker non‑votes 26,008,411 .
Governance Assessment
- Strengths:
- Independent director with cross‑industry executive experience; chairs ONB Compensation Committee—clear accountability for talent/succession and pay governance .
- Active on Audit and Executive Committees; exposure to financial reporting, risk oversight, and strategy .
- Strong board engagement norms (high attendance and independent sessions) support board effectiveness; overboarding controls limit external load (one other public board) .
- Ownership alignment via direct shareholdings and policy prohibitions on hedging/pledging .
- No related‑party transactions or compensation committee interlocks disclosed—low conflict risk .
- Watch items:
- Director compensation is primarily fixed cash and fully‑vested equity without performance conditions; common across banks but offers limited at‑risk alignment vs. executives (mitigated by ownership guidelines) .
- Committee workload breadth (Compensation Chair + Audit + Executive) implies significant governance span; ongoing monitoring of attendance/engagement is prudent (board discloses aggregate attendance but not director‑specific rates) .
References
- ONB 2025 DEF 14A: governance, committees, director compensation, ownership, say‑on‑pay .
- ONB 2025 8‑K Item 5.07: annual meeting vote results .
- Concentrix proxy/IR pages: external board roles and committee chairmanship .
- ONB insider trading policy/anti‑hedging/pledging .
- Form 4 (Nov 13, 2025): ONB director equity component and phantom stock acquisition .