OLD SECOND BANCORP INC, DEF 14A filed on 4/14/2023
Proxy Statement (definitive)
v3.23.1
Document and Entity Information
12 Months Ended
Dec. 31, 2022
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name Old Second Bancorp, Inc.
Entity Central Index Key 0000357173
Amendment Flag false
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Value of Initial Fixed

Investment Based on:

Summary

Average Summary

Average

Peer Group

Compensation

Compensation

Compensation on

Compensation

Total

Total

on Table Total

Actually

Table Total for

Actually Paid to

Shareholder

Shareholder

Adjusted

for PEO (1)

Paid to PEO (2)

Non-PEO NEOs (3)

Non-PEO NEOs (4)

Return (5)

Return (5)

Net Income

Net Income (6)

Year

($)

($)

($)

($)

(%)

(%)

($)

($)

2022

1,702,083

2,006,937

693,748

802,770

22.84

6.02

67,405,000

71,814,000

2021

1,717,080

2,057,620

701,022

861,926

(4.93)

17.08

20,044,000

39,800,000

2020

1,330,313

981,528

562,218

397,204

(24.70)

(12.10)

27,825,000

30,800,000

(1)PEO for 2020, 2021, and 2022 was James Eccher.

(2)This column represents the “compensation actually paid” to our PEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows:

PEO

2022

2021

2020

($)

($)

($)

Summary Compensation Table Total Compensation

1,702,083

1,717,080

1,330,313

Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year

(501,517)

(463,986)

(288,110)

Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year

806,371

804,526

(60,675)

Compensation Actually Paid

2,006,937

2,057,620

981,528

(3)Non-PEO NEOs for 2020, 2021, and 2022 were Bradley Adams, Gary Collins, Donald Pilmer, and Richard Gartelmann.

(4)This column represents the average “compensation actually paid” to our non-PEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-PEO NEOs) and adjusting that amount as follows:

Non-PEO NEOs

2022

2021

2020

($)

($)

($)

Summary Compensation Table Total Compensation

693,748

701,022

562,218

Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year

(171,857)

(163,566)

(108,958)

Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year

280,879

324,470

(56,057)

Compensation Actually Paid

802,770

861,926

397,204

(5)The Peer Group TSR disclosed in this table utilizes the KBW NASDAQ Bank Index (“KBW Bank Index”), which we also use in the stock performance chart required by Item 201(e) of Regulation S-K included in our Annual Report Form 10-K for the year ended December 31, 2022.  The two columns assume $100 was invested for the period starting December 31, 2019 and through the end of the listed year in each of the Company and in the KBW Bank Index, respectively. All dollar values assume reinvestment of pre-tax dividends paid by companies, where applicable, included in the KBW Bank Index.  Historical stock performance is not necessarily indicative of future stock performance.  

(6)Adjusted Net Income is a non-GAAP measure we use to compare periods by excluding material transactions that are not considered core to our business or may not reflect the effects of operations. We determined adjusted net income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022.  The Adjusted Net Income used for compensation differs from that disclosed in the Form 10-K.  See our reconciliation to GAAP Net Income on page 46.  

   
Company Selected Measure Name Adjusted Net Income    
Named Executive Officers, Footnote [Text Block]
(1)PEO for 2020, 2021, and 2022 was James Eccher.

(3)Non-PEO NEOs for 2020, 2021, and 2022 were Bradley Adams, Gary Collins, Donald Pilmer, and Richard Gartelmann.
   
Peer Group Issuers, Footnote [Text Block]

(5)The Peer Group TSR disclosed in this table utilizes the KBW NASDAQ Bank Index (“KBW Bank Index”), which we also use in the stock performance chart required by Item 201(e) of Regulation S-K included in our Annual Report Form 10-K for the year ended December 31, 2022.  The two columns assume $100 was invested for the period starting December 31, 2019 and through the end of the listed year in each of the Company and in the KBW Bank Index, respectively. All dollar values assume reinvestment of pre-tax dividends paid by companies, where applicable, included in the KBW Bank Index.  Historical stock performance is not necessarily indicative of future stock performance.  
   
PEO Total Compensation Amount $ 1,702,083 $ 1,717,080 $ 1,330,313
PEO Actually Paid Compensation Amount $ 2,006,937 2,057,620 981,528
Adjustment To PEO Compensation, Footnote [Text Block]

(2)This column represents the “compensation actually paid” to our PEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows:

PEO

2022

2021

2020

($)

($)

($)

Summary Compensation Table Total Compensation

1,702,083

1,717,080

1,330,313

Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year

(501,517)

(463,986)

(288,110)

Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year

806,371

804,526

(60,675)

Compensation Actually Paid

2,006,937

2,057,620

981,528

   
Non-PEO NEO Average Total Compensation Amount $ 693,748 701,022 562,218
Non-PEO NEO Average Compensation Actually Paid Amount $ 802,770 861,926 397,204
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(4)This column represents the average “compensation actually paid” to our non-PEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-PEO NEOs) and adjusting that amount as follows:

Non-PEO NEOs

2022

2021

2020

($)

($)

($)

Summary Compensation Table Total Compensation

693,748

701,022

562,218

Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year

(171,857)

(163,566)

(108,958)

Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year

280,879

324,470

(56,057)

Compensation Actually Paid

802,770

861,926

397,204

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Relationship Between Compensation Actually Paid and Our TSR and Peer Group TSR

The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our TSR and the Peer Group TSR.

Graphic

   
Compensation Actually Paid vs. Net Income [Text Block]

Relationship Between Compensation Actually Paid and Our Net Income

The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our net income.

Graphic

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship Between Compensation Actually Paid and Our Adjusted Net Income

The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our adjusted net income.

Graphic

   
Total Shareholder Return Vs Peer Group [Text Block]

Relationship Between Compensation Actually Paid and Our TSR and Peer Group TSR

The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our TSR and the Peer Group TSR.

Graphic

   
Tabular List [Table Text Block]

Tabular List of Financial Performance Measures

We consider the following to be the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to Company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the Compensation Discussion and Analysis above.  The measures in this table are not ranked.

Performance Measures

Adjusted Net Income

Classified Assets Ratio

Adjusted Efficiency Ratio

   
Total Shareholder Return Amount $ 22.84 (4.93) (24.70)
Peer Group Total Shareholder Return Amount 6.02 17.08 (12.10)
Net Income (Loss) $ 67,405,000 $ 20,044,000 $ 27,825,000
Company Selected Measure Amount 71,814,000 39,800,000 30,800,000
PEO Name James Eccher    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Net Income    
Non-GAAP Measure Description [Text Block]

(6)Adjusted Net Income is a non-GAAP measure we use to compare periods by excluding material transactions that are not considered core to our business or may not reflect the effects of operations. We determined adjusted net income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022.  The Adjusted Net Income used for compensation differs from that disclosed in the Form 10-K.  See our reconciliation to GAAP Net Income on page 46.  

   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Classified Assets Ratio    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Efficiency Ratio    
PEO [Member] | Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (501,517) $ (463,986) $ (288,110)
PEO [Member] | Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 806,371 804,526 (60,675)
Non-PEO NEO [Member] | Less Grant Date Fair Value of RSU Awards in Covered Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (171,857) (163,566) (108,958)
Non-PEO NEO [Member] | Add Change in Fair Value of Outstanding and Unvested RSU Awards Granted in Prior Years and Covered Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 280,879 $ 324,470 $ (56,057)