Thomas L. Brown
OLD NATIONAL BANCORP /IN/About Thomas L. Brown
Independent director of Old National Bancorp (ONB) since 2022; age 68. Former Senior Vice President and Chief Financial Officer of RLI Corp. (2017–2019) and previously Vice President and CFO (2011–2017). Earlier, partner at PricewaterhouseCoopers LLP (Midwest Regional Financial Services Leader, 1998–2008; National Insurance Sector Risk Management Partner, 2009–2010). Holds a BS in Accounting from Illinois Wesleyan University (1979) and is a certified public accountant. Committees: Audit (Vice Chair), Enterprise Risk (Chair), Executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLI Corp. (NYSE) | Senior Vice President & CFO | 2017–2019 | Finance leadership and public-company executive management |
| RLI Corp. (NYSE) | Vice President & CFO | 2011–2017 | Oversaw finance, accounting, risk management |
| PricewaterhouseCoopers LLP | Partner; Midwest Regional Financial Services Leader | 1998–2008 | Led banking, insurance, capital markets, investment management, real estate sector teams |
| PricewaterhouseCoopers LLP | National Insurance Sector Risk Management Partner | 2009–2010 | Risk management leadership across insurance sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James River Group Holdings, Ltd. (Nasdaq) | Director; Audit Committee Chair | Current | Public company board experience; audit leadership |
| Chicago Shakespeare Theater | Director | Current | Non-profit governance |
| Easter Seals DuPage & Fox Valley (Illinois) | Director | Current | Community engagement |
| Easter Seals Central Illinois | Director | Prior service | Community engagement |
| Illinois Wesleyan University | Board of Trustees | 2004–2017 | Higher-education governance |
Board Governance
- Independence: Board affirmatively determined all nominees (except CEO James C. Ryan III) are independent; Brown is independent .
- Financial expertise: Designated Audit Committee Financial Expert by the Board .
- Committee assignments and 2024 meetings:
- Audit Committee (Vice Chair): 8 meetings in 2024; responsibilities include financial reporting oversight, auditor independence and internal controls .
- Enterprise Risk Committee (Chair): 4 meetings in 2024; oversees enterprise risk categories (credit, liquidity, market, operational, regulatory/legal/compliance, reputation, strategic, talent) and IT/cyber risk .
- Executive Committee (Member): 5 meetings in 2024; reviews strategic direction, corporate development, capital plan .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; independent directors hold executive sessions at least quarterly .
- Lead Independent Director: Daniel S. Hermann .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $199,500 | $199,500 |
| Stock Awards (Grant-Date Fair Value, $) | — | — |
| Nonqualified Deferred Compensation Earnings ($) | $1,410 | $61,421 |
| Total ($) | $200,910 | $260,921 |
- Director compensation structure (non-employee directors):
- Annual Cash Retainer: $60,000
- Annual Stock Grant (fully-vested common stock): $100,000; directors meeting ownership guidelines may elect to receive this in cash .
- Committee fees (Member/Chair per year): 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) .
- Lead Independent Director additional retainer: $35,000 .
- Deferred Compensation Plan: Directors may defer up to 100% of cash/equity; earnings reflect investment alternatives selected by directors .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked metrics for director pay | None disclosed; director equity grants are fully-vested and not performance-conditioned . |
| Options/PSUs for directors | No options or PSUs disclosed for non-employee directors in director compensation tables . |
| Clawback & anti-hedging/pledging policies | Company maintains clawback policy aligned with SEC/Nasdaq; prohibits directors, officers, employees from short sales, derivatives, and pledging without approval of Chief Legal Officer . |
Other Directorships & Interlocks
| Company | Relationship to ONB | Potential Interlock/Conflict Notes |
|---|---|---|
| James River Group Holdings, Ltd. | Specialty insurer, Brown is Audit Chair | No related person transactions requiring disclosure in 2024; ONB states related party transactions (e.g., customer relationships/loans) are ordinary-course at market terms and none required Item 404 disclosure . |
Expertise & Qualifications
- Deep finance, accounting, risk management, and financial services background; public company executive and board experience; CPA .
- Designated Audit Committee Financial Expert; contributes to audit quality and risk oversight .
- Strategic planning and M&A experience, with executive insights beneficial to ONB’s board .
Equity Ownership
| Security | Holdings | Percent of Class |
|---|---|---|
| ONB Common Shares/Units | 41,695 | Less than 1% |
| ONB Depositary Shares (Series A & C) | — | — |
- Stock ownership guidelines (Directors): 5x Annual Cash Retainer; directors meeting guidelines may elect stock grant in cash .
- Anti-pledging/hedging: Company policy prohibits pledging without approval and prohibits hedging/short sales for directors .
Governance Assessment
- Strengths:
- Independence and audit financial expertise designation bolster investor confidence in oversight quality .
- Active leadership in risk oversight as Enterprise Risk Committee Chair; clear governance of credit, liquidity, market, operational, cyber, and regulatory risks .
- Board process includes quarterly independent sessions and robust committee charters; attendance thresholds met .
- Transparent director compensation framework with market benchmarking by WTW; clear stock ownership guidelines .
- No related person transactions requiring disclosure for 2024; mitigates conflict concerns .
- Watch items:
- Brown’s stock grants show “—” in 2023–2024; directors meeting ownership guidelines may elect cash in lieu of stock. Monitor for sustained preference for cash over equity, which could signal lower incremental alignment, though overall ownership and guidelines mitigate this risk .
- External board at a financial services company (James River Group) raises potential information-flow interlock considerations; ONB’s related-party and independence processes appear robust, and no interlocks requiring disclosure were reported .
Note: A search of Form 4 filings via the insider-trades tool returned no insider transactions for “Thomas L. Brown” at ONB between 2024-01-01 and 2025-11-20 (no records found).