Stephen C. Van Arsdell
OLD NATIONAL BANCORP /IN/About Stephen C. Van Arsdell
Stephen C. Van Arsdell (age 74) has served as an independent director of Old National Bancorp since 2022. He is a former senior partner of Deloitte & Touche LLP, where he was Chairman & CEO (2010–2012) and Deputy CEO (2009–2010), and previously served as partner‑in‑charge of Deloitte’s Midwest financial services practice and on Deloitte’s U.S. board (2003–2009). He holds B.S. in Accounting (1972) and Master of Accounting Science (1973) degrees from the University of Illinois and is a CPA. He chairs ONB’s Audit Committee and sits on the Executive and Nominating & Corporate Governance Committees; the Board designates him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Chairman & Chief Executive Officer | 2010–2012 | Led firm; senior executive leadership |
| Deloitte & Touche LLP | Deputy CEO | 2009–2010 | Firm-wide leadership |
| Deloitte & Touche LLP | Partner-in-charge, Midwest Financial Services Practice | n/a | Sector leadership (finance/accounting risk) |
| Deloitte (U.S. Board) | Director | 2003–2009 | Governance oversight |
| University of Illinois Alumni Association | Past Chair, Board of Directors | n/a | Alumni engagement, governance |
| Morton Arboretum | Chair, Board of Trustees; formerly chaired Finance Committee | n/a | Financial oversight, board leadership |
| The Conservation Foundation | Chair, Board of Trustees | n/a | Non-profit governance |
| Gies College of Business (UIUC) | Dean’s Advisory Council, Past Member | n/a | Academic advisory |
External Roles
| Company/Institution | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mueller Water Products, Inc. (NYSE) | Director (member since 2019); Chair of the Board since Feb 2024; previously Audit Committee Chair | 2019–present (Chair since Feb 2024) | Board leadership; audit oversight experience |
| Brown Brothers Harriman & Co. | Audit Committee Member | 2015–Mar 2025 | Private partnership audit oversight |
Overboarding: ONB’s guidelines note none of ONB’s directors serves on more than one other public company board; Van Arsdell’s single public board (Mueller Water) is within this limit.
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmatively determined all non-employee director nominees (including Van Arsdell) are independent; he is also designated an SEC “audit committee financial expert.” |
| ONB Committees (2024) | Audit (Chair; 8 meetings), Executive (member; 5 meetings), Nominating & Corporate Governance (member; 4 meetings). |
| Board/Attendance | Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings; 13/15 had 100% attendance; all directors attended the 2024 Annual Meeting. |
| Executive Sessions | Independent director sessions at least quarterly (and as needed). |
| Lead Independent Director | Daniel S. Hermann serves as Lead Independent Director. |
| Retirement Policy | ONB guidelines: a director no longer qualifies to serve effective as of the end of the term during which the director becomes 75. Van Arsdell is 74. |
Fixed Compensation
2024 Director Compensation Program (non-employee directors)
| Component | Amount |
|---|---|
| Annual Cash Retainer | $60,000 |
| Annual Stock Grant (fully-vested common) | $100,000 |
| Lead Independent Director Additional Retainer | $35,000 |
| Committee Fees – Audit | Member: $10,000; Chair: $20,000 |
| Committee Fees – Enterprise Risk | Member: $8,500; Chair: $13,500 |
| Committee Fees – Talent Dev. & Comp. | Member: $8,500; Chair: $13,500 |
| Committee Fees – Nominating & Corp. Gov. | Member: $7,500; Chair: $12,500 |
| Committee Fees – Executive | Member: $7,500; no chair fee (CEO chairs) |
| Director Stock Ownership Guideline | 5x annual cash retainer |
Stephen C. Van Arsdell – 2024 Director Compensation (as reported)
| Fees Earned or Paid in Cash | Stock Awards | Deferred Compensation Earnings | Total |
|---|---|---|---|
| $205,000 | $0 | $113,502 | $318,502 |
Notes:
- Directors who meet stock ownership guidelines may elect to receive the stock component in cash; the table reflects actual elections.
- ONB maintains a non-qualified Directors Deferred Compensation Plan; earnings reflect chosen investment alternatives on deferred balances.
Performance Compensation
| Plan/Metric | Director Application |
|---|---|
| Short-term incentive metrics (e.g., revenue, EPS, TSR) | Not used for director pay; ONB pays directors in cash and fully-vested common stock (no performance conditions). |
| Options/PSUs/Performance-vesting | Not applicable to directors under 2024 program. |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Mueller Water Products, Inc. (NYSE) | Public | Director since 2019; Chair since Feb 2024; prior Audit Chair | Within ONB’s overboarding expectations (one other public board). |
| Brown Brothers Harriman & Co. | Private | Audit Committee Member (2015–Mar 2025) | No related-party transactions disclosed at ONB requiring Item 404 disclosure in 2024. |
Expertise & Qualifications
- Deep finance, accounting, and risk oversight experience from Deloitte senior leadership; CPA.
- ONB-designated audit committee financial expert; chairs ONB’s Audit Committee.
- Strategic and executive leadership skills; public company board chair experience (Mueller Water).
- Governance experience across corporate and non-profit boards.
Equity Ownership
As of March 20, 2025 (proxy record date)
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| ONB Common Stock | 46,237 shares | <1% | Based on 319,312,019 shares outstanding. |
| Series A & C Depositary Shares | 2,000 depositary shares | <1% | Each represents 1/40th interest in preferred share. |
Policy signals:
- Anti-hedging and anti-short/derivatives policy applies to directors; pledging/margin accounts prohibited without Chief Legal Officer approval.
- Director stock ownership guideline: 5x annual cash retainer.
Governance Assessment
Strengths and positive signals
- Audit oversight: Chair of Audit Committee; designated SEC audit committee financial expert; committee met eight times in 2024 with a robust charter and formal pre-approval/auditor-independence processes.
- Independence and engagement: Board determined independence; culture of strong attendance (all ≥75%, 13/15 at 100%); independent director sessions held at least quarterly; all directors attended 2024 Annual Meeting.
- External board leadership: Chairs a NYSE-listed company board (Mueller Water), bringing current public company governance perspective.
- Conflict controls: No related person transactions requiring disclosure in 2024; stringent insider trading, anti-hedging, and pledging restrictions.
Considerations and potential watch items
- Approaching retirement threshold: ONB policy requires directors to step down at the end of the term in which they turn 75; he is 74, implying potential near-term board turnover/succession planning.
- Compensation mix/ownership alignment: 2024 compensation shows cash fees with no stock award; while directors meeting ownership guidelines may elect cash, ongoing monitoring of ownership levels and alignment is prudent.
- Auditor affiliation optics: Former Deloitte CEO/Deputy CEO; ONB’s independent auditor is Deloitte and the Audit Committee (which he chairs) pre-approves Deloitte services. The Board reaffirmed his independence and auditor independence; nonetheless, perception risk should be monitored.
RED FLAGS
- None identified via Item 404 related-party disclosures for 2024; no compensation committee interlocks disclosed (he is not on the compensation committee).