Peter J. Henseler
OLD NATIONAL BANCORP /IN/About Peter J. Henseler
Independent director of Old National Bancorp (ONB) since 2022; age 66. Chairman of TOMY International; prior roles include President of TOMY International (2011–2012), President of RC2 Corporation (2002–2011), EVP Sales & Marketing at RC2 (1999–2002), and marketing positions at McDonald’s and Hasbro. B.S. in Marketing from Xavier University (1980). Core credentials: executive leadership, operations, brand management, and marketing; independent under Nasdaq and ONB Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TOMY International (subsidiary of TOMY Company, Ltd.) | Chairman (rejoined 2017); President | 2017–present (Chairman); 2011–2012 (President) | Executive leadership in global consumer products; post‑acquisition integration experience |
| RC2 Corporation (Nasdaq; acquired by TOMY in 2011) | President; EVP, Sales & Marketing; Director | 2002–2011 (President); 1999–2002 (EVP); prior director | Led a public company through sale; brand and channel expansion |
| McDonald’s Corporation | Marketing roles | Not disclosed | Consumer marketing |
| Hasbro, Inc. | Marketing roles | Not disclosed | Consumer marketing |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| American Toy Industry Association | Director (3 terms) | Not disclosed | Industry leadership |
| Toy Industry Foundation | Chair; Advisor | Chair until Feb 2018; Advisor until Feb 2025 | Philanthropic governance |
| Robert E Dods Family Foundation | Director | Current | Nonprofit board service |
Board Governance
- Independence: Board affirms all non‑employee directors (including Henseler) are independent; Audit members have financial literacy; compensation committee is fully non‑employee .
- Committee assignments and 2024 meeting load:
- Talent Development & Compensation (Vice Chair) – 5 meetings in 2024
- Audit – 8 meetings in 2024
- Enterprise Risk – 4 meetings in 2024
- Attendance: In 2024, every director attended at least 75% of Board/committee meetings; 13 of 15 directors had 100% attendance; one had 94% and one had 89% (individual rates not disclosed) .
- Board processes: Independent Lead Director (Daniel S. Hermann); regular executive sessions; annual Board and committee self‑assessments and director education; Corporate Responsibility Committee duties reallocated among other committees in Feb 2025 to streamline oversight .
- Overboarding control: Directors must notify prior to accepting other boards; none serves on more than one other public company board .
Fixed Compensation
| Component (Directors) | 2024 ONB Program | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid to non‑employee directors |
| Annual stock grant | $100,000 | Fully vested common stock; directors who meet ownership guidelines may elect cash instead |
| Lead Independent Director retainer | $35,000 | Additional to standard retainer |
| Committee fees – member | Audit $10,000; Enterprise Risk $8,500; Compensation $8,500; Nominating & Gov. $7,500; Corporate Responsibility $7,500; Executive $7,500 | 2024 committee structure and rates |
| Committee fees – chair | Audit $20,000; Enterprise Risk $13,500; Compensation $13,500; Nominating & Gov. $12,500; Corporate Responsibility $12,500 | Executive Committee chair was CEO; no chair fee paid |
| Stock ownership guideline (Directors) | 5x annual cash retainer | Applies to all directors |
| Director deferred comp plan | Available; can defer cash and/or equity; investment alternatives; paid from general assets | Plan features summarized in proxy |
| Peter J. Henseler – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $85,378 |
| Stock awards (grant date fair value) | $99,997 |
| Nonqualified deferred comp earnings | $42,074 |
| Total | $227,449 |
Performance Compensation
- Structure: ONB does not use performance‑conditioned equity for non‑employee directors. Annual equity is fully vested common stock upon grant; no options disclosed for directors .
| Director Performance Metrics | Weighting | Threshold | Target | Max | Result/Notes |
|---|---|---|---|---|---|
| Not applicable for non‑employee directors | — | — | — | — | ONB pays fixed cash/stock; no director performance metrics |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Henseler in ONB’s director biography |
| Prior public company board | RC2 Corporation (former Nasdaq) – Director (prior) |
| Interlocks/conflicts | Compensation Committee interlocks: none; no insider participation; no related‑person transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Executive management and operating experience as president/chairman in global consumer products; brand management and marketing depth; public company leadership during M&A; reasons for nomination emphasize leadership and operational/marketing strengths .
Equity Ownership
| Holder | Common Shares/Units | % of Shares Outstanding | Depositary Shares (Series A/C) | Notes |
|---|---|---|---|---|
| Peter J. Henseler | 53,490 | <1% | 4,000 | As of March 20, 2025 record date; directors/executives as group (25) held 0.87% |
- Insider trading and holdings updates (Form 4):
- 2025-11-13: Award of 4,815 “Phantom Stock ONB Directors Deferred Compensation Plan” units; post‑transaction “securitiesOwned” 4,815; filed 2025‑11‑17 .
- 2024-11-14: Award of 4,587 common shares at $21.80; post‑transaction “securitiesOwned” 50,867; filed 2024‑11‑18 .
Governance Assessment
-
Strengths
- Independent director with vice chair role on the Talent Development & Compensation Committee, plus membership on Audit and Enterprise Risk—positions aligned with oversight of financial reporting, risk, and pay governance .
- Board‑level controls: independent Lead Director, quarterly executive sessions, annual self‑assessments, director education, and overboarding safeguards; strong attendance culture (all ≥75%; 13/15 at 100%) .
- Director pay design is simple and market‑based (cash retainer, fully vested stock, committee fees), with 5x cash retainer ownership guideline and optional deferral; use of WTW as independent advisor; say‑on‑pay support at ~91% in 2024 indicates investor alignment .
- No related‑party transactions requiring disclosure and no compensation committee interlocks (reduces conflict risk) .
-
Watch items
- Individual attendance percentages not disclosed by director; only aggregate ranges provided .
- Consumer products background (vs. banking) is offset by multi‑committee service and board tenure since the First Midwest merger cohort (2022), but continued evidence of engagement via committee vice chair role mitigates sector‑specific experience concerns .
-
RED FLAGS
- None identified in ONB’s 2025 proxy or recent 8‑Ks: no related‑party transactions involving Henseler, no pledging/hedging issues disclosed for directors, and no interlocks/conflicts noted .