Kendra L. Vanzo
OLD NATIONAL BANCORP /IN/About Kendra L. Vanzo
Kendra L. Vanzo is Senior EVP and Chief Administrative Officer (CAO) of Old National Bancorp, serving as CAO since March 2021 after prior roles leading HR, associate engagement, integrations and the people function since 2007; she is 58 years old per the company’s executive roster . Company performance relevant to her incentives: adjusted EPS was $1.86 in 2024, adjusted net income $578 million, and 3-year TSR (2022–2024) was 38.8% (86th percentile vs KRX), with adjusted ROATCE of 16.9% (top quartile) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Old National Bancorp | Chief Administrative Officer (Senior EVP/EVP) | 2020–present (EVP Jan 2020–Mar 2021; Senior EVP Mar 2021–) | Enterprise administration, integration leadership, culture and talent alignment |
| Old National Bancorp | Executive VP, Associate Engagement & Integrations Officer | 2014–2018 | Led associate engagement and post-merger integrations across footprint |
| Old National Bancorp | Executive VP & Chief People Officer | 2018–2020 | Built leadership/talent systems supporting growth and scale |
| Old National Bancorp | Chief Human Resources Officer (SVP→EVP) | 2007–2014 | Modernized HR capabilities and leadership development programs |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $415,385 | $445,192 | $468,577 (paid) / $473,000 (established for 2024) |
| Target annual bonus (% of salary) | 65% (CAO) | 65% (CAO) | 65% (CAO) |
| AICP payout ($) | $540,000 | $434,062 | $350,261 (company-wide AICP earned at 115% of target for 2024) |
| “Bonus” column ($) | — | $125,000 (one-time integration installment) | $125,000 (one-time integration installment) |
Notes:
- 2024 AICP metric was adjusted EPS with threshold $1.62, target $1.75, maximum $2.06; payout was 115% based on adjusted EPS of $1.83 used for the plan .
- Base salary set in March 2024 at $473,000; Summary Compensation Table shows $468,577 paid due to timing .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Performance | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AICP 2024) | Adjusted EPS | 100% | $1.75 | $1.83 used for AICP (company adjusted EPS $1.86 before $0.03 plan charge) | 115% of target | Cash (some paid in stock per plan discretion) |
| PSUs (2022–2024) | Relative TSR | 50% | 50th percentile | 38.8% TSR ≈ 86th percentile vs KRX | 191% of target | Earned and paid Mar 2025 |
| PSUs (2022–2024) | Relative ROATCE | 50% | 50th percentile | 16.6% ROATCE ≈ 82nd percentile vs KRX | 179% of target | Earned and paid Mar 2025 |
| PSUs (2024–2026 grant) | TSR & ROATCE | 50% / 50% | 50th percentile | 3-year period running to 12/31/2026 | 0–200% per curve | Vest/settle Mar 2027 |
| RSU/Restricted Stock (2024 grant) | Service-based | — | — | — | — | Vests in 3 equal annual installments (2025–2027) |
2024 equity grants to Vanzo:
- PSUs granted: 11,693 units; grant-date fair value $220,761 .
- Restricted stock granted: 19,819 shares; grant-date fair value $324,833 .
- No stock options granted in 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares/units), as of Mar 20, 2025 | 141,270 (includes 20,522 restricted stock with voting rights) |
| Shares outstanding (for % calc.) | 319,312,019 |
| Ownership as % of shares outstanding | ~0.044% (computed from 141,270 / 319,312,019) |
| PSUs excluded (not vesting within 60 days) | 31,175 |
| Stock ownership guideline (applies to NEOs) | ≥3x salary or 50,000 shares for salary ≥$250k |
| Guideline compliance status | Each NEO met guidelines as of proxy date |
| Anti-pledging/anti-hedging policy | Pledging, short sales, options and hedging prohibited (with limited pledge exception requiring CLO approval) |
| Insider trading controls | Pre-clearance required; blackout periods applied; Section 16 reporting; 10b5-1 plan rules |
Upcoming vesting/settlement detail (potential selling pressure):
| Award | Quantity | Vest/settle timing |
|---|---|---|
| RS (2022 grant, remaining) | 3,150 shares; vests Mar 2, 2025 | |
| RS (2023 grant) | 6,757 shares; vests Mar 1, 2025 & Mar 1, 2026 | |
| RS (2024 grant) | 11,693 shares; vests Mar 1 of 2025, 2026, 2027 | |
| RS (2024 one-year award) | 8,126 shares; vested in full Mar 1, 2025 | |
| PSUs (2022–2024) | 20,870 units; earned at 184.75% aggregate (TSR/ROATCE) and settled Mar 2025 | |
| PSUs (2023–2025) | 21,670 units; performance period ends 12/31/2025; settle Mar 2026 | |
| PSUs (2024–2026) | 24,101 units; performance period ends 12/31/2026; settle Mar 2027 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement & CRC Agreements | Employment agreements updated in 2023; CRC includes confidentiality, non-solicit, and non-compete |
| Non-compete/non-solicit duration | One year post-termination (subject to extension during breach) |
| Clawback policy | SEC/Nasdaq-compliant 3-year recoupment for restatements; policy filed (Exhibit 97) |
| Severance (non-Change-in-Control) | Prorated AICP bonus for year of termination + 1x target cash compensation (base + target bonus) for CAO |
| Severance (Change-in-Control, double trigger) | If qualifying termination within 24 months of CIC: Prorated AICP + 2x target cash compensation for CAO |
| Equity treatment (non-CIC) | Pro-rata RS/PSU based on service during restriction/performance period; PSUs pay on regular vesting if performance met |
| Equity treatment (CIC + double trigger) | Immediate vesting; PSUs deemed earned at target |
| Benefit continuation/outplacement | Paid group medical for 24 months, 18 months of term life, 24 months outplacement (CAO) |
Compensation & Perquisites Detail
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards ($) | $1,027,980 | $360,044 | $545,595 |
| Change in pension value & nonqualified deferred comp earnings ($) | — | — | $12,606 |
| All other compensation ($) | $43,658 | $50,204 | $90,212 |
| All other compensation breakdown (2024) | Perquisites $8,051; DC plan contributions $64,460; cash dividends on RS $16,647; life insurance premiums $1,054 | ||
| Deferred comp (2024) | Executive contributions $60,915; company contributions $32,760; aggregate earnings $42,759; balance $605,380 |
Governance, Peer Group, Say-on-Pay
- 2024 peer group used for compensation benchmarking included 16 regional banks (Associated, F.N.B., Webster, BOKF, Hancock Whitney, WAL, Cadence, Pinnacle, Wintrust, Columbia, Synovus, Zions, Comerica, UMB, First Horizon, Valley) with median assets ~$56B; ONB ~$54B .
- Say-on-pay support was ~91% at the 2024 annual meeting .
- Compensation Committee (Talent Development and Compensation Committee) oversees metrics, awards, and certification; policy prohibits tax gross-ups and leverages independent consultant WTW .
Performance Context
| Company metric | 2024 | Notes |
|---|---|---|
| Adjusted EPS | $1.86 | AICP measured on adjusted EPS; target $1.75; payout 115% |
| Adjusted net income | $578 million | Alignment with profitability |
| 3-year TSR (2022–2024) | 38.8% (86th percentile KRX) | Drives PSUs payout (TSR leg) |
| Adjusted ROATCE | 16.9% (top quartile KRX) | Drives PSUs payout (ROATCE leg) |
| Adjusted ROAA | 1.14% | Efficiency ratio 52.2% (top quartile) |
Investment Implications
- Pay-for-performance alignment looks tight: short-term AICP tied to Adjusted EPS (earned at 115%), and long-term PSUs tied to relative TSR/ROATCE (2022–2024 paid at ~185% of target), indicating strong linkage to shareholder returns and profitability .
- Upcoming vesting events (Mar 2025–2027) include multi-year RS tranches and PSU settlements; the Mar 2025 PSU settlement (2022–2024) and one-year RS vesting could create near-term supply but anti-hedging/anti-pledging policies and stock ownership guidelines mitigate misalignment risk .
- Severance economics use double-trigger for CIC and moderate multiples (2x for CAO), with pro-rata treatment of equity outside CIC, suggesting retention but controlled change-of-control costs; tax gross-ups are explicitly disallowed .
- No related-party transactions requiring disclosure in 2024 and strong insider trading controls reduce governance red flags; say-on-pay support (~91%) indicates shareholder acceptance of structures .