Old Second Bancorp (OSBC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to be held virtually, with six key proposals up for shareholder vote, including director elections, executive compensation, equity plan amendments, and auditor ratification.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes and increasing authorized common stock.

• Proxy materials, including the annual report and proxy statement, are available online for shareholder review.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class III directors, approving executive compensation (say-on-pay), determining the frequency of future say-on-pay votes, amending the certificate of incorporation to double authorized common shares, increasing shares for the equity incentive plan, and ratifying the independent auditor.

• Board recommends annual say-on-pay votes and supports all proposals.

• Amendment to increase authorized shares is intended to support future growth, acquisitions, and employee incentives.

• Approval sought to increase shares available under the 2019 Equity Incentive Plan by 800,000, supporting long-term incentive compensation.

Board of directors and corporate governance

• Board consists of 12 directors, with staggered three-year terms; all but two are independent under NASDAQ rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Risk and Insurance, and Information Technology Steering.

• Lead Independent Director role established to balance combined CEO/Chairman position.

• Board skills matrix highlights expertise in finance, risk, legal, technology, and marketing.

• Directors are subject to a retirement policy at age 73 and must meet stock ownership guidelines.