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Proxy Statement Accompanying This Notice

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Proxy Statement Accompanying This Notice Old National Bancorp One Main Street Evansville, Indiana 47708 Notice of Annual Meeting of Shareholders To Our Shareholders: The 2021 Annual Meeting of Shareholders (the ‘‘Annual Meeting’’) of Old National Bancorp (the ‘‘Company’’) will be held as a virtual meeting on Thursday, April 29, 2021, at 9:00 a.m. Central Daylight Time. You will be able to attend the Annual Meeting, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ONB2021 and entering your 16-digit control number located on your proxy card. You will not be able to attend the meeting in person. The meeting will be held for the following purposes: (1) Election of the Company’s Board of Directors consisting of thirteen Directors to serve for one year and until the election and qualification of their successors. (2) Approval of Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan. (3) Ratification of prior awards made under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan. (4) Approval of a non-binding advisory proposal on Executive Compensation. (5) Ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021. (6) Transaction of such other matters as may properly come before the meeting or any adjournments and postponements thereof. The foregoing items of business, as well as instructions for accessing the virtual annual meeting, are more fully described in the Proxy Statement accompanying this notice. Common shareholders of record at the close of business on February 22, 2021 are entitled to notice of, and to vote at, the Annual Meeting. By Order of the Board of Directors Jeffrey L. Knight Executive Vice President, Chief Legal Counsel and Corporate Secretary March 8, 2021 IMPORTANT Please submit your proxy promptly by mail or by Internet. In order that there may be proper representation at the meeting, you are urged to complete, sign, date and return the proxy card in the envelope provided to you or vote by Internet, whether or not you plan to attend the meeting. No postage is required if mailed in the United States. Table of Contents Section I – Corporate Governance at Old National Bancorp 5 Report of the Corporate Governance and Nominating Committee and Other Board Matters . 5 Board Leadership Structure and Function . ............ 5 Governance Committee Scope of Responsibilities . 5 CEO Succession Planning . .................... 6 Attendance at Annual Meetings . ................. 6 Code of Conduct and Code of Ethics. ................. 6 Corporate Governance Guidelines . ............... 6 Communications from Shareholders to Directors . 7 Policy Regarding Consideration of Director Candidates Recommended by Shareholders. 7 Director Selection and Qualifications. .............. 8 Director Diversity Objectives . .................. 8 Determination with Respect to the Independence of Directors. 8 Determination with Respect to Director Qualifications . 9 Committees of Our Board . ..................... 9 2020 Work of the Governance Committee . ............. 11 Environmental, Social and Governance . 12 Availability of Corporate Governance Documents. 12 Risk Oversight . .......................... 12 Section II – Director Compensation and Election of Directors 13 Director Compensation Overview . 13 2020 Director Compensation . .................... 13 Item 1: Election of Directors ................................................... 15 Nominees for Directors to be Elected . 17 Section III – Executive Compensation 24 Executive Officers of the Company. ................... 24 Talent Development and Compensation Committee Matters . 25 Compensation Discussion and Analysis . 27 Overview of Executive Compensation . 27 Executive Summary . ....................... 27 Executive Compensation in 2020 . 33 Executive Compensation in 2021 . 40 2020 Summary Compensation Table . 43 CEO Pay Ratio . ........................... 44 Grants of Plan-Based Awards During 2020 . 45 Outstanding Equity Awards at December 31, 2020 . 46 Option Exercises and Stock Vested in 2020 . 47 2020 Nonqualified Deferred Compensation . 47 Potential Payments on Termination or Change in Control. 48 Section IV – Security Ownership 55 Common Stock Beneficially Owned by Directors and Executive Officers . 55 Securities Owned by Certain Beneficial Owners . 56 Section 16(a) Beneficial Owners Reporting Compliance . 56 Section V – Approval of Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan 57 Item 2: Approval of Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan . 57 Section VI – Ratification of Prior Awards Made Under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan 63 Item 3: Ratification of Prior Awards Made Under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan ................................................... ..................... 63 Section VII – Approval of a Non-Binding Advisory Proposal on Executive Compensation 65 Item 4: Approval of a Non-Binding Advisory Proposal on Executive Compensation ............................... 65 Section VIII – Ratification of the Appointment of Independent Registered Public Accounting Firm 66 Item 5: Ratification of the Appointment of Independent Registered Public Accounting Firm ......................... 66 Section IX – Independent Public Accountants’ Fees 67 Section X – Report of the Audit Committee 68 Section XI – Other Business 70 Transactions with Management and Others . 70 Shareholder Proposals and Director Nominations for the 2022 Annual Meeting . 71 Annual Report . ............................ 71 Other Matters . ............................. 71 Appendix I: Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan I-1 Appendix II: Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan II-1 Old National Bancorp 2021 Proxy Statement – Summary The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting. GENERAL INFORMATION (see pages 1 through 4) Meeting: Annual Meeting of Shareholders Date: Thursday, April 29, 2021 Time: 9:00 a.m. Central Daylight Time Location: Online at www.virtualshareholdermeeting.com/ONB2021 Record Date: February 22, 2021 Voting: Shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals being voted on. Admission: To attend the 2021 annual meeting, visit www.virtualshareholdermeeting.com/ONB2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials. PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS Proposals Recommendation Page Reference for more detail • Election of Directors FOR each Director nominee 15 • Approval of Amendment to the Old National FOR 57 Bancorp Amended and Restated 2008 Incentive Compensation Plan • Ratification of prior awards made under the Old FOR 63 National Bancorp Amended and Restated 2008 Incentive Compensation Plan • Approval of a non-binding advisory proposal on FOR 65 Executive Compensation • Ratification of the appointment of Crowe LLP FOR 66 as independent accountants for 2021 DIRECTOR NOMINEES (see pages 17 through 23) Director Name Age Since Occupation Independent Andrew E. Goebel 73 2000 Retired President & COO, Vectren Corporation Yes Jerome F. Henry, Jr. 70 2014 President, Midwest Pipe & Steel, Inc. Yes Daniel S. Hermann 63 2020 Retired CEO, AmeriQual Group, LLC Yes Ryan C. Kitchell 47 2018 Former EVP & Chief Administrative Officer, Indiana University Health Yes Phelps L. Lambert 73 1990 Managing Partner, Lambert & Lambert Real Estate Development Yes Austin M. Ramirez 42 2020 President & CEO, Husco International Yes James C. Ryan, III 49 2019 Chairman & CEO, Old National Bancorp No Thomas E. Salmon 57 2018 Chairman & CEO, Berry Global Group, Inc. Yes Randall T. Shepard 74 2012 Former Chief Justice, Indiana Supreme Court Yes Rebecca S. Skillman 70 2013 Chairman, Radius Indiana; Former Lt. Governor, State of Indiana Yes Derrick J. Stewart 43 2015 President & CEO, YMCA of Greater Indianapolis Yes Katherine E. White 54 2015 Brigadier General, U.S. Army; Professor of Law, Wayne State Yes University Law School Linda E. White 71 2008 Chief Administrative Officer, Deaconess Henderson Hospital; Executive Yes Director, Deaconess Foundation 2020 FINANCIAL HIGHLIGHTS (see page 28) In 2020, the Company delivered outstanding operating results, even in the midst of the COVID-19 pandemic. Financial highlights for 2020 include: • EPS of $1.36 • Net Income of $226.4 million • ROE of 7.87% • ROA of 1.04% • Efficiency Ratio of 62.91% • Net Charge-Off (Recovery) Ratio of 0.02% EXECUTIVE COMPENSATION Set forth below is the 2020 compensation for each Named Executive Officer (‘‘NEO’’) as determined under Securities and Exchange Commission (‘‘SEC’’) rules. See the notes accompanying the 2020 Summary Compensation Table on page 43 for additional information. Change in Pension Non-Equity Value and Incentive Nonqualified Plan Deferred All Other Compensa- Stock Compensation Compensa- Name and Principal Position Salary tion Awards Earnings tion Total James C. Ryan, III Chairman and CEO . $807,692 $1,393,269 $1,424,200 $ 0 $83,311 $3,708,472 Brendon B. Falconer Senior EVP and CFO . $424,615 $ 477,692 $ 356,050 $ 28 $21,608 $1,279,994 James A. Sandgren President.
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