Michael J. Small
OLD NATIONAL BANCORP /IN/About Michael J. Small
Michael J. Small (age 67) is an independent director at Old National Bancorp (ONB) since 2022, serving on the Audit Committee and Enterprise Risk Committee. He is Chairman and co-founder of Kognitive Networks, Inc. (formerly K4 Mobility) since August 2018; previously he was CEO and a director at Gogo, Inc. (2010–Mar 2018) and CEO and a director at Centennial Communications Corp. (1999–2009). He holds a BA in History from Colgate University (1979) and an MBA (Finance) from the University of Chicago (1981) . The Board has affirmed independence for all nominees except the CEO; Small is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gogo, Inc. (Nasdaq) | President & CEO; Director | 2010–Mar 2018 | Led airborne communications provider; public-company CEO experience |
| Centennial Communications Corp. (Nasdaq) | CEO; Director | 1999–2009 | Operator leadership; M&A and strategy experience |
| 360 Communications Company | EVP & CFO | 1995–1998 | Finance leadership; internal controls and reporting |
| Lynch Corporation (NYSEMKT) | President | Pre-1995 | Diversified operations; telecom/manufacturing/transport services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kognitive Networks, Inc. (private) | Chairman & Co-Founder | Aug 2018–Present | Technology/network management services leadership |
| Gun Violence Prevention PAC | Board Member | Not disclosed | Civic/nonprofit governance |
| Polsky Center, Univ. of Chicago | Advisory Council Member | Not disclosed | Entrepreneurship and innovation advisory |
Board Governance
- Committees: Audit; Enterprise Risk. Audit met 8 times in 2024; Enterprise Risk met 4 times in 2024 .
- Attendance: In 2024 the Board held five meetings; every director attended ≥75% of Board and committee meetings; 13/15 had 100% attendance; one had 94%; one had 89%; all directors attended the 2024 Annual Meeting .
- Independence: Board annually determines independence; all nominees except the CEO were deemed independent .
- Risk oversight: Enterprise Risk Committee oversees credit, liquidity, market, operational, regulatory, reputation, strategic, and talent risks; Audit oversees financial reporting, controls, and auditor independence .
- Lead Independent Director: Daniel S. Hermann; independent directors hold executive sessions at least quarterly .
Fixed Compensation
- ONB’s 2024 Director Compensation Program: Annual cash retainer $60,000; annual stock grant $100,000; Lead Independent Director retainer $35,000; committee member fees (Audit $10,000; Enterprise Risk $8,500; Executive $7,500; Nominating $7,500; Compensation $8,500; Corporate Responsibility $7,500). Directors meeting stock-ownership guidelines may elect the stock component in cash; director ownership guideline is 5x annual cash retainer .
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Small ($) | $178,500 | $178,500 |
| Stock Awards – Small ($) | — | — |
| Deferred Comp Earnings – Small ($) | — | — |
| Total – Small ($) | $178,500 | $178,500 |
Notes:
- The absence of stock awards in 2023–2024 reflects a cash election of the stock grant allowed when directors meet ownership guidelines .
Performance Compensation
- ONB does not use performance-based pay for non-employee directors; equity grants (when taken as stock) are fully vested common stock and not tied to performance metrics .
| Performance Component | Metric | Weight | Status |
|---|---|---|---|
| None for Directors | N/A | N/A | Not applicable/Not disclosed |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Small; ONB governance notes none of its directors serves on more than one other public company board .
- Prior public company boards: Gogo, Inc.; Centennial Communications Corp. (served concurrently as CEO and director) .
- Compensation Committee Interlocks: None; ONB discloses no interlocks or insider participation .
Expertise & Qualifications
- Finance and operations leadership across telecom and technology; former CFO and CEO of public companies .
- Technology/cyber perspective from Kognitive Networks; relevant to Enterprise Risk oversight .
- Education: BA (History), Colgate; MBA (Finance), University of Chicago .
- Audit Committee financial expert designation applies to Thomas L. Brown and Stephen C. Van Arsdell; Small is not designated as an audit committee financial expert .
Equity Ownership
| Security | Amount | Percent of Class | As-of Date |
|---|---|---|---|
| Common Shares/Units | 36,105 | <1% | Record Date: Mar 20, 2025 |
| Series A & C Depositary Shares | — | — | Record Date: Mar 20, 2025 |
- Anti-pledging and anti-hedging: Directors are prohibited from hedging, short-selling, and pledging ONB securities without approval; margin accounts and certain derivatives are prohibited .
Insider Filings and Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY2024) | ONB reports all required filings were timely, except one late Form 4 for director Ellen Rudnick; Small is not mentioned in delinquencies |
Governance Assessment
- Strengths: Independent director; deep CEO/CFO experience; active on Audit and Enterprise Risk committees; strong board-level attendance norms; prohibition on hedging/pledging supports alignment; director comp benchmarked by independent consultant (WTW) .
- Alignment: Beneficially owns 36,105 shares; ability to elect cash in lieu of stock suggests ownership guideline compliance mechanisms are in place (policy-driven) .
- Watch items: No equity grant recorded in 2024 and 2023 (cash election); investors may prefer ongoing equity-based director pay for alignment, though ONB allows cash only when guidelines are met .
- Conflicts/Related Party: ONB reports no related party transactions requiring disclosure in 2024; no Compensation Committee interlocks; none indicated for Small .