OLD SECOND BANCORP INC (OSBC)
Sector: Financials
2026 Annual Meeting Analysis
OLD SECOND BANCORP INC · Meeting: May 19, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class I Directors
Campbell joined the board in 2025 (less than 24 months ago), so he is fully exempt from the TSR performance trigger under policy; his extensive banking background, including founding Evergreen Bank Group, provides clear relevant experience for a community bank board.
Lyons has served since 2020; OSBC's 3-year total return of +56.2% outpaces the QABA community bank benchmark by +2.2 percentage points, far below the 65-point threshold needed to trigger an against vote, and his 30-year career as a national bank examiner provides strong regulatory expertise.
Temple Rocks has served since 2015; OSBC's strong 3-year TSR of +56.2% versus the QABA benchmark (+2.2pp gap, well under the 65pp trigger threshold) means no TSR concern applies, and her C-suite marketing and communications career provides relevant expertise in an area the board skills matrix confirms is valued.
Williams has served since 2021; OSBC's 3-year TSR of +56.2% versus the QABA community bank benchmark shows only a +2.2pp favorable gap versus peers, comfortably clearing the 65pp threshold required to trigger a no vote, and his long-standing business and community ties in OSBC's core markets support continued service.
All four Class I nominees receive a FOR vote. OSBC's 3-year total return of +56.2% outperforms the QABA community bank index by +2.2 percentage points, meaning the TSR underperformance trigger does not come close to firing (the threshold for a strong-positive-TSR company is 65 percentage points of underperformance). No director is overboarded, no attendance problems were disclosed, all independent directors serving on audit and compensation committees are properly classified as independent, and the board has published a skills matrix. Darin Campbell joined in 2025 and is within the 24-month new-director exemption window.
Say on Pay
✓ FORCEO
James Eccher
Total Comp
$3,108,135
Prior Support
94%%
CEO James Eccher received total compensation of approximately $3.1 million in 2025, which is reasonable for the CEO of a $1.1 billion community bank that delivered a 3-year total return of +56.2%, outperforming the QABA community bank index. The pay program is well-structured: roughly two-thirds of CEO pay is variable (annual cash incentive plus equity awards), exceeding the 50-60% variable pay standard the policy requires, and the 2025 performance-based stock awards are tied to multi-year relative return on tangible common equity and book value per share growth measured against 125 peers — meaningful, long-term metrics. The company has a robust clawback policy, received 94% shareholder support at the 2025 annual meeting, and there are no red flags on pay mix, dilution, or prior-year engagement.
Auditor Ratification
✓ FORAuditor
Plante & Moran, PLLC
Tenure
N/A
Audit Fees
$685,500
Non-Audit Fees
$105,750
Non-audit fees (audit-related fees of $55,750 plus tax fees of $50,000 = $105,750) represent approximately 15.4% of audit fees of $685,500, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy. Plante & Moran is a large national firm appropriate for a $1.1 billion community bank. No material restatements are noted.
Overall Assessment
The 2026 Old Second Bancorp annual meeting presents a clean three-proposal ballot: all four Class I director nominees earn FOR votes supported by strong 3-year stock performance that outpaces the QABA community bank benchmark, auditor Plante & Moran passes the fee-ratio and adequacy tests comfortably, and the say-on-pay program earns a FOR vote based on a well-structured variable-pay program, meaningful long-term performance metrics, and 94% prior-year shareholder support. No stockholder proposals appear on the ballot.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing