Mark G. Sander
OLD NATIONAL BANCORP /IN/About Mark G. Sander
President & Chief Operating Officer of Old National Bancorp (ONB) since February 15, 2022 following ONB’s merger with First Midwest; previously President & COO of First Midwest . He is one of ONB’s current named executive officers (NEOs) and central to post-merger execution and integration . Company performance under the current regime shows adjusted EPS $1.86 (FY2024), 3-year TSR 38.8% (86th percentile of KRX), and adjusted ROATCE 16.9% (top quartile), which drive his incentive payouts and PSU vesting outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Midwest Bancorp, Inc. | President & COO | Pre-2022 → Feb 15, 2022 | Leadership through merger into ONB; equity awards converted and service-based vesting preserved at target per merger terms . |
| Old National Bancorp | President & COO | Feb 15, 2022 → Present | Led integration and operational execution; ONB achieved strong adjusted EPS, TSR, ROATCE in 2024 . |
External Roles
No external directorships or roles disclosed for Sander in ONB’s 2025 proxy or cited 8-Ks; ONB notes no related party transactions requiring disclosure in 2024 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 604,231 | 743,269 | 780,692 |
| Bonus ($) | — | 1,775,000 | 1,775,000 |
| All Other Compensation ($) | 150,294 | 147,525 | 342,338 |
| Total Compensation ($) | 2,854,624 | 4,680,339 | 5,191,879 |
| 2024 Base Salary set by committee ($) | 788,000 | — | — |
All other compensation details (2024): auto allowance $7,000; cell phone allowance $210; country club $11,953; company retirement plan contributions $168,725 (Executive Deferred Compensation Plan) + $18,500 (401(k)) + $13,200 401(k) incentive; cash dividends on restricted stock $120,993; life insurance premiums $1,757 .
Performance Compensation
Annual Incentive (AICP)
| Item | 2024 Design | 2024 Outcome |
|---|---|---|
| Target bonus (% of salary) | 90% (President & COO) | Payout rate 115% of target (adjusted EPS basis) |
| Metric | Adjusted EPS (sole metric) | Adjusted EPS: $1.83 used for payout curve (after $0.03 adjustment) |
| Threshold / Target / Max EPS | $1.62 / $1.75 / $2.06 | 115% payout from curve |
Long-Term Equity (PSUs and RSUs)
| Grant Type | 2024 Grant Details | Performance / Vesting | 2022–2024 Outcome |
|---|---|---|---|
| Performance Share Units (PSUs) | 31,656 PSUs; grant date fair value $597,665 | 3-year period (2024–2026); 50% relative TSR, 50% relative ROATCE vs KRX; threshold 25th percentile, target 50th, max 90th; payout 50–200% | PSUs for 2022–2024 earned at 184.75% of target (TSR ~191%, ROATCE ~179%) and paid Mar 2025 |
| Service-based RSUs | 50,363 shares; grant date fair value $825,450 | Vests in 3 equal annual installments (2025–2027); dividends paid currently; shares count toward ownership guidelines |
PSU/RSU Mix and Governance
- 2024 equity mix for non-CEO NEOs: 50% PSUs / 50% RSUs (COO falls in “All other NEOs”) .
- No stock options granted in 2024 .
- Clawback policy compliant with SEC/Nasdaq; 3-year lookback on erroneous incentive comp .
- Anti-hedging and anti-pledging policy; margin/pledging disallowed without CLO approval; no short sales, options, collars .
Equity Ownership & Alignment
| Ownership Item | Value / Detail |
|---|---|
| Beneficial Common Shares | 339,527 (<1% of outstanding) |
| Restricted Stock Included in Beneficial | 52,403 shares (voting but non-dispositive) |
| Performance Share Units (excluded from 60-day window) | 81,253 PSUs excluded (not vesting within 60 days) |
| Depositary Shares (Preferred A/C) | 3,000 depositary shares (1/40th of a preferred share each) |
| Unvested RSUs at 12/31/2024 | 8,612 (2022 grant), 18,300 (2023 grant), 31,656 (2024 grant); total market values shown at $21.71 close |
| PSUs Outstanding (assumes maximum for table presentation) | 57,057 (2022 grant), 58,689 (2023 grant), 65,248 (2024 grant); payout timing/amount subject to performance |
| Stock Ownership Guideline (COO) | 4x salary or 100,000 shares; NEOs counted as compliant; RSUs, phantom shares, 401(k) count (PSUs do not) |
| Hedging / Pledging | Prohibited; margin/pledge requires approval; derivatives/shorts banned |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement / Term | Employment Agreement with automatic successive one-year terms ending Dec 31 unless 60 days’ notice of non-renewal . |
| Severance (non–Change in Control) | Prorated annual bonus for year of termination + 2x target cash comp (salary + target bonus) + benefits continuation (medical until Medicare eligibility for Sander per letter agreement); estimated total value $6,620,428 at 12/31/2024 . |
| Severance (Change in Control; double-trigger) | Prorated bonus + 3x target cash comp; immediate vesting of outstanding equity at target; estimated total value $8,747,376 at 12/31/2024 . |
| Clawback | SEC/Nasdaq-compliant 3-year lookback; recovery of erroneously received incentive comp . |
| Tax Gross-Ups | None; CIC payments reduced to safe harbor if excise tax would apply . |
| Restrictive Covenants | Confidentiality, non-solicit, non-compete covenants; typically one year post-termination with forfeiture of severance if breached . |
Start date/tenure: Appointed President & COO of ONB at Effective Time of merger (Feb 15, 2022) .
Performance & Track Record
| Metric | FY2024 | Notes |
|---|---|---|
| Adjusted EPS ($) | 1.86 | |
| Adjusted Net Income ($mm) | 578 | |
| 3-year TSR (2022–2024) | 38.8%; 86th percentile vs KRX | |
| Adjusted ROATCE (%) | 16.9%; top quartile vs KRX | |
| Adjusted ROAA (%) | 1.14%; above median vs KRX |
Strategic execution highlights: CapStar integration completed Apr 1, 2024; Bremer partnership announced Nov 25, 2024, expected close May 1, 2025—supporting growth and scale .
Compensation Peer Group & Governance
- 2024 Peer Group (16 banks; $35–$88B assets): Associated Banc-Corp; BOK Financial; Cadence; Columbia Banking System; Comerica; F.N.B.; First Horizon; Hancock Whitney; Pinnacle Financial Partners; Synovus; UMB Financial; Valley National; Webster Financial; Western Alliance; Wintrust; Zions .
- Compensation Committee uses WTW as independent consultant; pay targeted around peer median; significant at-risk mix; no changes to goals mid-year .
- 2024 Say-on-Pay approval ~91% .
Vesting Schedules & Insider Selling Pressure
- RSUs: 3-year ratable vesting (annual tranches) with current dividend payments; shares must be held until guideline met .
- PSUs: Earned on 3-year relative TSR/ROATCE; dividends accrue and paid in shares only if earned; payout curve up to 200% .
- Retirement eligibility: As of 12/31/2024, Sander is retirement-eligible; upon retirement, RSUs continue original vesting and PSUs vest at regular date if goals met, reducing forced selling pressure from accelerated vesting; health benefits continuation uniquely provided to Sander .
Deferred & Pension
| Plan | 2024 Exec Contributions ($) | 2024 Company Contributions ($) | 2024 Earnings ($) | 12/31/2024 Balance ($) |
|---|---|---|---|---|
| ONB Executive Deferred Compensation Plan | 984,972 | 168,725 | 74,372 | 1,751,321 |
| FMBI Nonqualified Retirement Plan | — | — | 159,141 | 1,590,448 |
Risk Indicators & Red Flags
- Double-trigger CIC; no gross-ups; clawback; anti-hedging/pledging—all governance-friendly .
- No related party transactions requiring disclosure in 2024 .
- No option repricing; no stock options granted in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support ~91% .
- Ongoing shareholder outreach (approx. 60% of shares contacted; ~20% met) covering strategy, compensation and governance .
Expertise & Qualifications
ONB refers readers to the Form 10-K for biographical details of non-director NEOs; Sander is cited as Current NEO, but education specifics are not detailed in the proxy or 8-K excerpts provided .
Investment Implications
- Pay-for-performance alignment: AICP tied solely to adjusted EPS (115% payout in 2024), PSUs tied to 3-year relative TSR/ROATCE with above-target vesting for 2022–2024 (184.75% of target), reinforcing shareholder outcomes .
- Retention risk mitigants: Automatic one-year contract renewals; competitive severance (2x non-CIC, 3x CIC) with double-trigger; retirement treatment that continues vesting schedules; strong ownership guidelines (met) and anti-hedging/pledging policies .
- Equity over cash mix: Significant PSU/RSU mix (50/50 for non-CEO NEOs), no options, 3-year vesting/measurement windows align incentives with multi-year execution, reducing near-term selling pressure .
- Governance quality signals: No gross-ups, robust clawback, independent consultant, strong say-on-pay support, and no 404 related party issues—lower governance risk profile .