🧾 What This Document Is

This is a proxy statement (DEF 14A) for Old Second Bancorp, Inc. (OSBC). Think of it as an invitation and instruction manual for the company's annual shareholder meeting. Its main job is to give shareholders the information they need to vote on key issues. This year's meeting is virtual and will be held on May 19, 2026, at 9:00 a.m. Central Time. Shareholders as of March 20, 2026, get to vote.

👉 In simple terms: This document tells you what's on the ballot at the company's annual meeting and explains the "why" behind each item so you can decide how to vote your shares.

🏢 What The Company Does

Old Second Bancorp is a bank holding company. It conducts its business entirely through its subsidiary, Old Second National Bank. This is a classic community bank model.

👉 In simple terms: They run a full-service local bank. They take deposits, make loans to individuals and businesses (like mortgages and commercial loans), and offer trust services. Their main office is in Aurora, Illinois.

🗳️ The Three Proposals You're Voting On

The board recommends voting FOR all three proposals.

Proposal 1: Elect Directors You are electing four Class I directors to serve until 2029. They are:
- Darin Campbell (Age 60, joined board 2025) – Former CEO of a bank OSBC acquired.
- Billy J. Lyons, Jr. (Age 65, joined board 2020) – Former federal bank examiner.
- Patti Temple Rocks (Age 66, joined board 2015) – Marketing/communications executive.
- John Williams, Jr. (Age 72, joined board 2021) – Business owner from a newly acquired market.
Proposal 2: Approve Executive Compensation (Say-on-Pay) This is a non-binding, advisory vote. You're being asked if you approve the compensation package for the company's top executives (the "named executive officers"). While it doesn't force a change, it's a crucial signal to the board about shareholder sentiment on pay.
Proposal 3: Ratify the Auditor You are asked to approve the selection of Plante & Moran, PLLC as the independent accounting firm for 2026. This is a standard, routine vote to confirm the company's choice.

👥 Board & Governance

The board is structured for oversight with a mix of skills. Key points:

Leadership Structure: James Eccher is both Chairman and CEO. To balance this, Barry Finn serves as the Lead Independent Director.
Board Committees: The key committees are:
- Audit Committee: Oversees financial reporting. Chaired by Jill York.
- Compensation Committee: Sets executive pay. Chaired by Hugh McLean.
- Nominating & Corporate Governance Committee: Recommends directors. Chaired by Barry Finn.
Director Skills: The board has a "skills matrix" showing expertise in areas like Financial Expertise, Banking/Finance, Risk Management, Legal/Regulatory, and Technology/IT.
Stock Ownership: Non-employee directors are required to own company stock equal to three times their annual cash retainer to align their interests with shareholders.

💰 Executive Compensation

The filing details how the top executives are paid, which is what Proposal 2 asks you to evaluate. Compensation is designed to align pay with company performance and shareholder interests.

👉 Why it matters: The company says its philosophy is to provide "market-competitive" pay with a mix of base salary, annual bonuses tied to performance goals, and long-term incentives like stock awards. This structure is meant to drive both short-term results and long-term growth.

⚖️ Big Picture: Strengths & Risks

👍 Strengths: The board highlights deep banking experience, strong local community focus (they have an "Outstanding" Community Reinvestment Act rating), and a governance structure with independent committee oversight. Recent acquisitions (like Evergreen Bank in 2025) show strategic growth.
⚠️ Risks & Oversight: The company faces standard banking risks: credit, market, regulatory, and cybersecurity risks. They detail their oversight structure, including an Information Technology Steering Committee focused on cyber threats and a Risk Committee that monitors the overall risk profile.

📅 Key Dates & Logistics

Record Date: March 20, 2026 (you must own shares by this date to vote).
Meeting Date: May 19, 2026, at 9:00 a.m. CT.
Meeting Format: 100% Virtual at www.virtualshareholdermeeting.com/OSBC2026. You'll need your 16-digit control number to attend and vote.
How to Vote: You can vote online before the meeting at www.proxyvote.com, by mail (if you received paper materials), or during the virtual meeting.

🧠 The Analogy

Think of this proxy statement as a company's annual "game plan" and report card for its owners (shareholders). The board is saying: "Here are the players (directors) we recommend, here's how we've paid the team captains (executives), and here's the independent referee (auditor) we propose. Now, as the owners, please vote on our proposed plan."

🧩 Final Takeaway

Your main decision this year is to vote on the board's recommendations for directors, executive pay, and the auditor. The company emphasizes its community banking roots and a board with relevant expertise. The virtual meeting format makes participation easy, but you must use your control number to have your say. Vote by May 19, 2026.

OLD SECOND BANCORP INC — DEF 14A Filing