Ryan C. Kitchell
OLD NATIONAL BANCORP /IN/About Ryan C. Kitchell
Independent director of Old National Bancorp (ONB) since 2018; age 51. He is Chairman of the Indiana Governor’s Workforce Cabinet and formerly served as EVP & Chief Administrative Officer (2016–2019) and CFO (2012–2016) of Indiana University Health, with earlier roles as President of IU Health Plans (2011–2012) and Treasurer (2010–2011). Prior government experience includes Director of the Indiana Office of Management and Budget (2007–2010) and Public Finance Director (2005–2007); he also held corporate treasury and controller roles at Eli Lilly and started his career at Prudential Capital. Education: B.A. in Economics (Indiana University, 1996), MBA (Tuck School of Business at Dartmouth, 2002); CFA charterholder .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Indiana University Health | EVP & Chief Administrative Officer | 2016–2019 | Senior enterprise leader with operating remit |
| Indiana University Health | Chief Financial Officer | 2012–2016 | Led finance for Indiana’s largest health system |
| IU Health Plans | President | 2011–2012 | P&L leadership for the plan business |
| Indiana University Health | Treasurer | 2010–2011 | Corporate treasury leadership |
| State of Indiana | Director, Office of Management and Budget | 2007–2010 | Oversaw state budgeting and fiscal policy |
| State of Indiana | Public Finance Director | 2005–2007 | State public finance leadership |
| Eli Lilly and Company | Corporate treasury/controller roles | Not disclosed | Large-cap finance roles |
| Prudential Capital | Early career | Not disclosed | Credit/investments foundation |
External Roles
| Organization | Role | Type |
|---|---|---|
| OneAmerica Financial | Director | Insurance/financial services (non-public) |
| Help at Home Inc. | Director | Healthcare services (status not specified) |
| Indiana Sports Corporation | Director | Non-profit |
| Meridian Street Capital | Advisor | Investment firm (private) |
Board Governance
- Independence: The Board determined all non-employee director nominees, including Mr. Kitchell, are independent under Nasdaq and ONB guidelines (CEO excluded) .
- Lead Independent Director: Daniel S. Hermann; independent directors hold executive sessions at least quarterly .
- Attendance: In 2024, each director attended ≥75% of Board/committee meetings; 13 of 15 had 100% attendance; all directors attended the 2024 Annual Meeting .
Committee Assignments and Roles
| Committee | Role | 2024 meetings |
|---|---|---|
| Nominating & Corporate Governance | Vice Chair | 4 |
| Enterprise Risk | Member | 4 |
| Talent Development & Compensation | Member | 5 |
Committee remits: Nom/Gov handles director nominations, independence, CEO succession and governance policies ; Enterprise Risk oversees credit, IT/cyber, liquidity, market, operational, legal/compliance, strategic and talent risks ; Compensation sets executive pay metrics and oversees talent/succession (non-CEO) . The Compensation Committee uses an independent consultant (WTW) and reported no interlocks/insider participation in 2024 .
Fixed Compensation (Director)
- Program structure (non-employee directors, 2024): Annual cash retainer $60,000; annual stock grant $100,000; Lead Independent Director additional retainer $35,000; committee fees (member/chair): Audit $10,000/$20,000; Enterprise Risk $8,500/$13,500; Compensation $8,500/$13,500; Nominating & Corporate Governance $7,500/$12,500; Executive $7,500 (no chair fee). Stock ownership guideline: 5x annual cash retainer .
- Directors may elect to receive the stock component in cash if they meet stock ownership guidelines; a nonqualified deferred compensation plan allows deferral of cash/equity with earnings based on selected investments .
2024 Actual Compensation – Ryan C. Kitchell
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $183,875 |
| Stock Awards (grant-date value) | — |
| Nonqualified Deferred Compensation Earnings | $167,938 |
| Total | $351,813 |
Note: Deferred compensation “earnings” reflect plan investment returns on prior deferrals (not additional cash compensation); directors self-select investment alternatives under the plan .
Performance Compensation
- ONB does not disclose any performance-based compensation for non-employee directors; director pay is cash and fully vested stock (or cash in lieu if ownership guidelines met) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mr. Kitchell in the 2025 proxy; the Board’s overboarding policy requires notice and review, and no director serves on more than one other public company board .
- Compensation Committee interlocks: None reported in 2024; no member (including Mr. Kitchell) was an officer/employee, and no cross-board interlocks were disclosed .
Expertise & Qualifications
- CFO/finance leadership at large integrated health system; state-level budget/public finance; corporate treasury/credit; MBA (Tuck) and CFA enhance financial oversight.
- Skills aligned to ONB committee work: enterprise risk, governance/succession, and executive compensation oversight .
Equity Ownership
| Security | Beneficial Ownership | % of Class |
|---|---|---|
| ONB Common Stock | 21,698 shares | <1% |
| Series A & C Depositary Shares | — | — |
- Shares outstanding as of record date: 319,312,019 common shares (context for % ownership) .
- Director stock ownership guideline: 5x annual cash retainer; directors meeting guidelines may elect stock component in cash .
Governance Assessment
- Strengths
- Independent director with vice chair role on Nominating & Corporate Governance and seats on Enterprise Risk and Compensation—strong alignment with board effectiveness and risk oversight .
- Robust attendance culture and quarterly independent sessions; all directors attended the 2024 Annual Meeting, supporting engagement .
- No related-party transactions requiring disclosure in 2024; Compensation Committee uses independent consultant (WTW) and reported no interlocks—positive governance hygiene .
- Watch items
- Significant deferred compensation “earnings” reflect sizable deferred balances and market returns; while not a company-paid award, high plan earnings can complicate headline pay optics for some investors .
- No explicit disclosure of individual director attendance percentages; however, overall Board attendance was strong in 2024 .
Related-party and conflicts check: ONB disclosed no Item 404 related person transactions in 2024, reducing conflict risk; board independence determinations were affirmative for all non-employee directors .