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, amendments to the certificate of incorporation, equity plan changes, advisory vote frequency, and auditor ratification.

• Board recommends voting in favor of all proposals and provides detailed instructions for virtual participation and voting.

• Shareholders of record as of March 21, 2025, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Election of four Class III directors for terms expiring in 2028.

• Advisory, non-binding vote to approve executive compensation (say-on-pay).

• Amendment to increase authorized common stock from 60M to 120M shares.

• Approval to increase shares under the 2019 Equity Incentive Plan by 800,000 shares.

• Advisory vote on frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of Plante & Moran, PLLC as independent auditor for 2025.

Board of directors and corporate governance

• Board consists of 12 directors, divided into three classes with staggered three-year terms.

• Majority of directors are independent under NASDAQ rules; exceptions noted for executive officers and one director with recent business ties.

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

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

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

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.