Rebecca S. Skillman
OLD NATIONAL BANCORP /IN/About Rebecca S. Skillman
Rebecca S. Skillman (age 74) has served on ONB’s board since 2013 and was Lead Independent Director from 2016 until January 2025. She is the former Lt. Governor of Indiana (2005–2013) and earlier served in the Indiana Senate (1992–2004), later leading regional economic development as President & CEO (2013–2016) and Board Chair (2017–2023) of Radius Indiana; she holds an Associate’s degree with a business concentration from Indiana Wesleyan University (2010) and advises the Bowen Center for Public Affairs at Ball State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Indiana | Lt. Governor (49th) | 2005–2013 | President of Indiana Senate; led Office of Tourism Development, Energy Group, Indiana Housing & Community Development Authority; chaired Indiana Counter Terrorism & Security Council; Secretary of Agriculture & Rural Development |
| Indiana Senate | State Senator; Senate Majority Caucus Chairman | 1992–2004; Chair 2002–2004 | Legislative leadership; economic development and public policy experience |
| Radius Indiana | President & CEO | 2013–2016 | Regional economic development leadership |
| Radius Indiana | Chairperson of the Board | 2017–2023 | Board governance and regional strategy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bowen Center for Public Affairs (Ball State University) | Advisor | Ongoing | Policy and governance advisory role |
Board Governance
- Independence: ONB’s board annually affirms independence; all non-employee directors (including Skillman) are independent; the only non-independent director is the CEO .
- Committee memberships (2024–2025): Executive; Nominating & Corporate Governance; Talent Development & Compensation; none as chair .
- Meeting cadence and attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings; 13 of 15 directors had 100% attendance; all directors attended the 2024 annual meeting. Executive sessions of the Board and each committee occur at least quarterly .
- Committee meeting volumes (2024): Executive (5), Nominating & Corporate Governance (4), Talent Development & Compensation (5) .
- Lead Independent Director: Skillman previously served as LID (2016–Jan 2025); current LID is Daniel S. Hermann with defined duties including presiding at independent sessions, CEO evaluation, and board self-assessments .
- Director retirement rule: Directors cease to qualify at the end of the term during which they turn 75, per Corporate Governance Guidelines—relevant for succession planning given Skillman’s age .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director cash retainer |
| Annual stock grant | $100,000 | Fully-vested common stock; directors meeting ownership guidelines may elect cash instead |
| Lead Independent Director retainer | $35,000 | Additional retainer (not applicable to Skillman in 2024) |
| Committee fees – Audit | Member $10,000; Chair $20,000 | Applies by committee role |
| Committee fees – Enterprise Risk | Member $8,500; Chair $13,500 | |
| Committee fees – Compensation | Member $8,500; Chair $13,500 | |
| Committee fees – Nominating & Corporate Governance | Member $7,500; Chair $12,500 | |
| Committee fees – Executive | Member $7,500 | No chair fee (CEO chairs) |
| Stock ownership guideline | 5x annual cash retainer | Policy for directors |
| Director (2024) | Fees Earned/ Paid in Cash | Stock Awards (Grant-date FV) | Nonqualified Deferred Comp Earnings | Total |
|---|---|---|---|---|
| Rebecca S. Skillman | $131,003 | $99,997 | — | $231,000 |
Performance Compensation
- ONB does not use performance-linked equity or options for directors; annual stock grants are fully vested at grant for directors .
- As governance context (oversight by the Talent Development & Compensation Committee on which Skillman serves), executive incentives are strongly pay-for-performance:
| 2024 AICP (Executives) | Threshold | Target | Maximum | Actual 2024 Result | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EPS ($/sh) | $1.62 | $1.75 | $2.06 | $1.83 (after Committee adjustment) | 115% |
| 2024–2026 PSUs (Executives) | Below Threshold | Threshold | Target | Maximum | Basis |
|---|---|---|---|---|---|
| Relative TSR (50%) | <25th pct | 25th pct (50%) | 50th pct (100%) | 90th pct (200%) | Relative to KRX Index |
| Relative ROATCE (50%) | <25th pct | 25th pct (50%) | 50th pct (100%) | 90th pct (200%) | Relative to KRX Index |
- 2022–2024 PSU outcome (executives): Combined TSR (86th percentile) and ROATCE (82nd percentile) yielded 184.75% of target, paid March 2025—an indicator of pay-for-performance alignment overseen by the committee .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in ONB proxy biography |
| Prior public company boards | None disclosed in ONB proxy biography |
| Nonprofit/academic boards | Advisor, Bowen Center for Public Affairs (Ball State) |
| Committee interlocks | None—Compensation Committee members are independent; no insider participation or interlocks reported |
Expertise & Qualifications
- Senior government executive leadership (Lt. Governor), legislative leadership, homeland security coordination, agriculture and rural development oversight—relevant to regulatory and community engagement in banking .
- Regional economic development leadership, board governance experience, stakeholder outreach .
- Long tenure on ONB board (since 2013) and prior service as Lead Independent Director—deep familiarity with ONB’s governance processes .
Equity Ownership
| Security | Amount Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 46,832 shares | <1% | Includes forms of ownership per SEC rules |
| Depositary Shares (Series A & C) | — | — | Not held |
| Directors’ ownership guideline | 5x annual cash retainer | — | Applies to all non-employee directors |
Governance Assessment
- Strengths: Independent director; long service and prior Lead Independent Director role; active on Nominating & Corporate Governance and Talent Development & Compensation committees that set board composition, CEO succession, stock ownership, and pay policies; board/committee executive sessions quarterly; high overall board attendance; no related-party transactions requiring disclosure; no compensation interlocks; use of independent consultant WTW for pay decisions; strong shareholder support for say-on-pay in 2024 (91%) .
- Alignment signals: Director stock grants plus cash retainer with 5x retainer ownership guideline; executive incentive framework with rigorous EPS and relative TSR/ROATCE metrics; recent PSU outperformance consistent with disclosed operating results .
- Potential watch items: Retirement guideline at age 75 may drive near-term board succession planning (Skillman age 74); monitor continuity on Nominating & Governance and Compensation committees; confirm continued attendance levels, and any changes in committee roles (no red flags disclosed) .
- Conflicts/related-party risk: ONB reported no Item 404 related person transactions for 2024 and ordinary-course dealings at market terms; Compensation Committee members are independent, with no interlocks—low conflict risk .