Barry Finn
About Barry Finn
Barry Finn (age 65) is an independent director at Old Second Bancorp (OSBC) since 2004, serving as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee . He previously served as President and CEO of Rush‑Copley Medical Center (2002–2019) and as COO/CFO (1996–2002), and is designated by the board as an “audit committee financial expert” . He is a member of the Audit, Compensation, Information Technology Steering, and Loan Committees and was deemed independent under NASDAQ and SEC rules for committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush‑Copley Medical Center | President & CEO | 2002–2019 | Business and financial expertise cited for board service; supports audit and risk oversight . |
| Rush‑Copley Medical Center | COO & CFO | 1996–2002 | Finance leadership underpins designation as audit committee financial expert . |
Board Governance
| Item | Details |
|---|---|
| Board leadership | Lead Independent Director; presides over executive sessions; liaison between Chair/CEO and independent directors; provides input on agendas; appointment reviewed annually by Nominating & Corporate Governance Committee . |
| Committee assignments | Audit (Member), Compensation (Member), Information Technology Steering (Member), Loan (Member), Nominating & Corporate Governance (Chair) . |
| Independence | Determined independent for Audit and Compensation Committees; meets NASDAQ Rule 10A‑3 and listing standards . |
| Financial expert | Designated “audit committee financial expert” by the board . |
| Committee meeting cadence (2024) | Audit: 4 meetings; Compensation: 4 meetings; Nominating & Corporate Governance: 1 meeting . |
| Board resignation policy | Mandatory resignation at age 73; majority voting in uncontested elections with resignation if “against” exceeds “for” votes . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 58,005 | 158,005 | Cash includes director service fee and role-based/committee fees per schedule; equity awards valued under ASC 718 . |
| 2024 Director Fee Schedule (for context) | Amount ($) |
|---|---|
| Director service fee | 49,000 |
| Lead Independent Director fee (Mr. Finn) | 25,000 |
| Committee chair fees | Audit: 12,000; Compensation: 8,000; IT Steering: 8,000; Risk & Insurance: 8,000 |
| Committee member fees | Audit & Loan: 6,000; Compensation, Risk & Insurance, IT Steering: 4,000; Nominating & Governance: 1,500 |
We do not pay inside employee‑directors for board service; directors may defer fees under a nonqualified Director Deferred Compensation Plan (no above‑market interest) .
Performance Compensation
| Grant Type | Grant Date | Vest Date | Performance Metrics | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Feb 20, 2024 | Feb 20, 2027 (cliff vest) | None (time‑based vesting for directors) | Grant date fair value for 2024: $58,005 . |
- Equity plan forfeiture/clawback‑like provisions: Awards may be forfeited upon termination for cause; breaches of non‑compete/non‑solicit/non‑disclosure/non‑disparagement can trigger forfeiture and repayment of profits related to plan shares/options .
- Plan permits performance‑conditioned awards using measures such as EPS, EBITDA, ROE/ROA, efficiency ratio, TSR, asset quality, deposits/loans growth, etc., at the Compensation Committee’s discretion (primarily applicable to executives; director RSUs are time‑based) .
- Non‑employee director award limit: Total annual director compensation (cash plus equity) capped at $285,000; $370,000 in first year on board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Detail | Unvested RSUs Excluded |
|---|---|---|---|---|
| Barry Finn | 85,660 | <1% | Shares held in a brokerage account in his name alone | 10,551 RSUs excluded from beneficial ownership |
- Unvested RSUs disclosure in director compensation section: 10,441 total unvested RSUs per director at 12/31/2024 (includes 2022–2024 awards); note this differs from the 10,551 exclusion noted in the ownership table .
- Hedging/pledging: Prohibited for directors, officers, and employees (no short sales, options, hedging, margin/pledging) .
Expertise & Qualifications
- Financial expertise, risk management, and technology/IT experience per board skills matrix .
- Audit committee financial expert designation reinforces oversight capability for financial reporting and internal control .
- Long‑tenured local executive background supports stakeholder credibility and governance effectiveness .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed in the proxy for Mr. Finn . |
| Compensation committee interlocks | None; no relationships requiring disclosure and no executive interlocks in 2024 . |
Governance Assessment
- Board effectiveness: Finn’s dual roles as Lead Independent Director and Nominating & Corporate Governance Chair strengthen independent oversight, agenda influence, and executive session leadership—positive for investor confidence .
- Independence and expertise: Independent status across key committees and audit financial expert designation support robust financial reporting oversight and pay governance .
- Attendance/engagement signals: Committee activity was regular (Audit 4x, Compensation 4x) with Nominating meeting at least annually (1x), consistent with governance cadence; majority‑vote and age‑73 resignation policies enhance accountability and refresh .
- Compensation alignment: Director pay mixes fixed cash with time‑vest RSUs (2024: $100k cash, $58k equity), creating moderate equity alignment without performance metrics typical for director compensation; total within plan limits .
- Conflicts and related‑party exposure: No related‑party transactions disclosed for compensation committee members; banking relationships subject to Regulation O and conducted on market terms; hedging/pledging prohibited—low conflict risk .
RED FLAGS
- None specific to Mr. Finn identified in the proxy. Note minor inconsistency between unvested RSU counts in ownership footnote (10,551) and director compensation section (10,441), likely a reporting nuance; monitor future filings for reconciliation .