Old Second Bancorp Details Executive Compensation, Board Elections, and Auditor Ratification for Annual Meeting

summarizeSummary

Old Second Bancorp filed its definitive proxy statement, outlining proposals for its May 19, 2026 annual meeting, including director elections, an advisory vote on executive compensation, and auditor ratification. The filing details significant 2025 executive compensation, including a $3.0 million acquisition-related payment to Darin Campbell and 175% payout on 2023 performance-based equity awards.

check_boxKey Events

• Annual Meeting Scheduled

  The annual meeting of stockholders is scheduled for May 19, 2026, to vote on the election of four Class I directors, a non-binding advisory vote on executive compensation, and the ratification of the independent auditor.

• Significant Executive Compensation

  Named executive officers received substantial compensation in 2025, including a $3,002,362 cash payment to Darin Campbell related to the Bancorp Financial, Inc. acquisition.

• High Performance-Based Equity Payouts

  2023 Performance-Based Restricted Stock Units (PRSUs) vested at 175% of target, reflecting strong performance against relative return on average tangible common equity and growth in relative book value per share metrics.

• CEO Pay Ratio Disclosed

  The ratio of the CEO's annual total compensation to the median employee's annual total compensation was 43 to 1 for 2025.

auto_awesomeAnalysis

This definitive proxy statement provides shareholders with critical information ahead of the May 19, 2026 annual meeting. Key proposals include the election of four Class I directors, a non-binding advisory vote on executive compensation, and the ratification of Plante & Moran, PLLC as the independent auditor. The filing highlights significant executive compensation for 2025, notably a $3.0 million cash payment to Darin Campbell tied to the Bancorp Financial, Inc. acquisition, and the vesting of 2023 performance-based restricted stock units at 175% of target. While these payouts reflect strong performance against internal metrics, the substantial compensation, particularly the one-time payment, may draw shareholder attention, especially in the context of the previously reported decline in 2025 GAAP net income. The disclosed CEO-to-median-employee pay ratio of 43 to 1 also provides a benchmark for investor scrutiny. The company also detailed its board skills matrix and a robust insider trading policy. Investors should review the full compensation details and governance proposals before the upcoming shareholder vote.