AGM 2021

Apr 29, 2021

Good morning. Thanks for joining us at Old National's annual meeting. I'm Becky Skillman. And on behalf of the corporate board of directors, we thank you for the investment in Old National. This is your company, and we appreciate your faith and confidence in the company's leadership. The Board places great confidence in Chairman and CEO Jim Ryan and the company's operating group. That confidence was rewarded in 2020. Old National established multiple production records while exceeding Wall Street estimates and outpacing many peers. Many strong leaders and passionate team members stood together every day to serve clients and strengthen communities, and this was during highly challenging circumstances. Phase one of the paycheck protection program saw team members from every corner of the franchise come together. They assisted nearly 10,000 small businesses and nonprofits. And, of course, the number is higher today, and that assistance continues. Serving, strengthening, and supporting the company's clients, communities, and team members have been the cornerstone of Old National's culture since its founding, and the strong culture served the company very well during this challenging time. Board members are committed to driving long term shareholder value for Old National owners, and we believe the Board's time is best spent looking forward, always planning for the circumstances and opportunities that create success for your company. The board has a strong working relationship with management, and we have confidence in our ability to provide the counsel and guidance needed to drive continuous improvement. And your company's corporate board is as strong, diverse, and collaborative as it has ever been. We begin every corporate board meeting with an ethics message, and that's a great way to begin this annual meeting as well. To deliver the message, I introduce Darren Lander. He's an old national talent manager. So Darren supports and maintains the team that helps the company outperform the competition. Darren? Hi. Well, thank you so much, Becky, and good morning to everyone joining us for this year's annual meeting. And thank you for allowing me a few minutes to share today's ethics message. So I have two children, and like most dads out there, I consider myself to be a pretty cool dad. And being that cool dad comes with things like telling dad jokes, having that hard earned dad bod, and seeing tweets like the one that says, one day you're young and hip, and the next day you're buying a pair of pants at Costco. And you're literally reading a tweet while you're on the way home from buying a pair of pants at Costco. Now outside of our conversations where I remind my kids of just how cool I really am, often talk about how we can help others, especially those living in the margins of our society. We talk more and more about the climate of things in our world today. However, these conversations often lead to more questions than answers. And because they have so much information right at their fingertips, they see in real time some of the sad things going on in our country and its culture. Now even though we can't make everything right in our culture and even though we can't answer some of the heartbreaking questions our kids have about our country and even though we can't bear the burden they often carry, we can proudly point to some of the things we're doing here at Old National. Being designated ten years in a row as one of the world's most ethical companies, the fact that Old National continues to promote diversity, equity, and inclusion initiatives within our communities, the recent creation by our chairman and CEO, Jim Ryan, of a new CEO council, and the fact that Old National is the envy of the mid sized banking group because of publishing an extraordinary environmental, social, and governance report this year, they all speak to who we are to the core, which, by the way, my kids think is pretty cool. First, let me talk about the fact that Old National has been designated for ten years in a row as one of the world's most ethical companies. So ten years ago, we were the first bank in The United States to receive this proceed this designation, but it's not just a designation. We live it every day. We treat people with respect and dignity. We cultivate a culture of honesty and integrity, and we lead by example in all of our communities. So I'd say the second example of how Old National is making a difference is the recently created CEO Council, which I mentioned earlier, was launched this year. So we have the opportunity within this group to help provide new perspectives for our senior leaders, influence operational outcomes, and identify business opportunities. And because of the racial, ethnic, and gender diversity that's represented within our group, we all bring experiences that will help our organization become a more diverse, equitable, and inclusive organization. Lastly, as I also mentioned, Old National recently published our first environmental, social, and governance report. This not only shows how we've supported our clients, team members, and communities throughout the pandemic, but it speaks to our commitment to uphold organizational values that will help us in being recognized as an employer, financial services provider, and community partner of choice. And all of these efforts at National have played a role in me personally moving from thoughts of helplessness when I look at what's happening in our country to a feeling of hopefulness. And part of that also comes from the fact that at Old National, we celebrate our wins, which we do have plenty of, but we also challenge ourselves to do better. And I'm thankful for how our leaders within the organization constantly encourage us to take on that challenge. So the question is, what does doing better look like? Well, doing better doesn't come with a fairy tale ending, and it's not a destination. Doing better is the journey itself. And, yes, we can set off on our own as pioneers, but the real beauty in that journey emerges when we're able to travel along that path together. We, an organization, have pledged to continue passionately pursuing opportunities to be part of the solution, enhance the culture of the company by asking ourselves every day how we could be better at what we're doing with the goal of continuing to be a beacon of light in our community, and ultimately working together to maximize shareholder value and build a company that we can all be proud of. So I invite each of you to join us as we work to make our organization and the communities we serve even stronger. Well, thank you all again for the time this morning. I say good luck on your journey, and I hope to see you along the way. And with that, it's my pleasure to turn the rest of this meeting over to our Chairman and CEO, Jim Ryan. Thank you, Darren. Thank you, Becky. Great messages this morning. Good morning, everyone. Thank you for joining us today. We're excited to be hosting a virtual meeting this year, which allows us to be more inclusive and reach a greater number of our shareholders. As is our custom, we will conduct the business portion of our meeting first and answer any questions at the end of the meeting. Only shareholders may ask questions during the meeting in the designated field on the web portal. Please note that this meeting is being recorded and that a replay of the webcast will be available on our website until April 2022. Our Corporate Secretary, Jeff Knight, advised me shortly before this meeting began that shareholders have been sent appropriate notice of today's meeting and that a quorum is present. The matters to be voted upon at today's meeting include five important proposals: Board of Directors nominations approval of the amendment to the Old National Bancorp amended and restated 2008 incentive compensation plan ratification of prior awards made under the Old National Bancorp amended and restated 2008 incentive compensation plan nonbinding advisory proposal on executive compensation ratification of Crow LLP. The first proposal to be voted on this election of our Board of Directors consisting of 13 members. In seeking individuals to serve as directors, the Corporate Governance and Nominating Committee and the Board look at these important attributes. Members of the Board must have an active interest in our business and communities we serve. They must possess the willingness to represent the best interest of all shareholders and be able to objectively praise management's performance. Each director should have the highest personal and professional ethics, integrity, and values. Each director should possess broad professional experience and be able to comprehend and advise management on complicated issues that face our company and Board. In making its selections, the Corporate Governance and Nominating Committee also reviews shareholder suggestions for nominees. Your proxy statement lists the qualifications of each of these individuals nominated to serve on Old National Bancorp's Board of Directors. Given this year's virtual only meeting format, all of our directors are participating via webcast today. The nominees are as follows: Andy Gable Jerry Henry, Anne Herman, Ryan Kitchell, Pete Lambert, Austin Ramirez, Jim Ryan, Tom Salmon, Randy Shepherd, Becky Skillman, Derek Stewart, Kathy White, Linda White. Old National has an extremely well qualified Board of Directors that is well balanced across the company's footprint and is diverse across many dimensions. The Board has unanimously recommended that shareholders vote for the election of the 13 candidates for directors. The second proposal to be voted on today's meeting is the approval of the 2021 amended amendment to the old national incentive compensation plan. You can find the full text of the 2021 amendment in the appendix one of this year's proxy statement. The Board has unanimously recommended that shareholders vote for the amendment. The third proposal to be voted on in today's meeting is the ratification of prior awards made on the incentive compensation plan. A description of these prior awards can be found on Page 63 of your proxy statement. The Board unanimously recommends that shareholders approve the ratification of prior awards made under the plan. The fourth proposal to be voted on in today's meeting is the nonbinding advisory proposal on executive compensation. In 2017, Old National recommended to shareholders and shareholders ratified to have the company present the proposal on an annual basis. As stated in the company's proxy statement, we believe executive management of the company has successfully managed the company in a competitive and ever changing economic and banking environment. We are committed to achieving a high level return to our shareholders and have executed multiple strategic partnerships in the past several years that have placed the company in higher growth markets, which we believe enhance shareholder value. During 2020, we executed the ONB Way transformation, delivered on run rate expense savings, began the implementation phase of our planned revenue initiatives and participated in the CARES Act Paycheck Protection Program. In 2020, Old National originated nearly 10,000 Paycheck Protection loans with balances in excess of $1,500,000,000 to new and existing customers through the PPP. The company's management was able to service the nearly 10,000 customers of the company within an expedited timeframe during a catastrophic worldwide pandemic. The Illinois fee rate implementation, the PPP loans, and the other management initiatives focused on organic growth and other efficiency efforts generated record results in 2020. Our Board of Directors recommended a vote for this proposal because as described in Old National's proxy statement under the compensation discussion analysis section, the Board believes the company's goals of rewarding sustained financial performance align our executives' long term interest with those of our shareholders and also motivates the executives to remain with the company for long and productive careers. The last proposal to be voted on at today's meeting is the ratification of Crow LLP. As is our custom, the Board of Directors presents to shareholders on annual basis the ratification of the Audit Committee's appointment of our company's outside auditor. The Audit Committee has retained Crow as the independent registered public accounting firm for the company and subsidiaries for the fiscal year ending 12/31/2021. Although ratification by shareholders is not required, the company and Board deem it desirable to continue our established practice of submitting this election to shareholders. The Board recommended that shareholders vote for the ratification of the appointment of Crow LLP. We will now take a brief pause to allow shareholders to finish voting on the web portal. Thank you, everyone. The voting polls are now closed. I have been advised by our Corporate Secretary, Jeff Knight, that our shareholders have approved all of the proposals, including the proxy statement. Having concluded the business as set forth in Old National's proxy statement, I hereby adjourn the meeting of shareholders. Thank you. I will now open the meeting up for any questions that have been submitted by our shareholders through the web portal. Good morning, everybody. We don't have any questions in the web portal, but we do appreciate your participation in today's meeting. Just last week, we reported our first quarter earnings results. You can find these results along with other SEC filings on our website at oldnational.com. Our website also contains our first ever environmental, social and governance report we published this year. This ESG report does a fantastic job detailing how we support all stakeholders. And I also encourage you to reach out to Lanell Walton if you have any further questions. She's Head of our Investor Relations, and she's excellent. So thank you for your support and investment in Old National Bancorp, and please remain safe and healthy.