Billy Lyons Jr.
About Billy J. Lyons, Jr.
Independent director of Old Second Bancorp, Inc. (OSBC), age 64, serving since 2020. Lyons spent 30+ years at the Office of the Comptroller of the Currency (OCC), most recently as a National Bank Examiner, retiring in December 2019—bringing deep regulatory and bank supervision expertise to OSBC’s board . The board discloses no family relationships among directors and confirms independence determinations via NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | National Bank Examiner | ~1989–Dec 2019 | Led examinations and supervisory oversight; expertise in regulatory compliance and risk management valued by OSBC |
External Roles
- No other public company directorships disclosed in OSBC proxy statements .
Board Governance
| Committee | Current Role (2024) | Anticipated Post-2025 Annual Meeting | Notes |
|---|---|---|---|
| Audit | Member | Member | Committee met 4 times in 2024; all members independent under SEC Rule 10A-3/NASDAQ . |
| Compensation | — | — | Committee met 4 times in 2024; independent consultant McLagan engaged, no conflicts . |
| Information Technology Steering (Bank-level) | — | — | Chair is Temple Rocks . |
| Loan (Bank-level) | Member | Member | — . |
| Nominating & Corporate Governance | Member | Member | Committee met once in 2024; all members independent . |
| Risk & Insurance | Member | Chair | Elevated to Chair post-annual meeting; previously served as Vice Chair based on OCC regulatory expertise . |
- Independence: Lyons serves on committees designated as independent per NASDAQ; board confirms independence determinations annually .
- Board resignation policy: mandatory resignation at age 73; majority vote standard with resignation mechanism for “against” majority outcomes .
- Board skills matrix: Lyons marked for Financial Expertise, Banking/Finance, Risk Management, Legal/Regulatory .
Fixed Compensation
| Fee Component (2024) | Amount ($) |
|---|---|
| Director service fee | 49,000 |
| Lead Director fee | 25,000 (paid to Finn) |
| Audit Chair fee | 12,000 |
| Compensation/IT/Risk Chair fee | 8,000 each |
| Committee member fees | Audit/Loan: 6,000; Compensation/Risk/IT: 4,000; Nominating: 1,500 |
| Equity grants | Annual RSUs; cliff vest 3 years (2024 grant 2/20/2024; vest 2/20/2027) |
| Billy J. Lyons Jr. Director Compensation | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees paid in cash ($) | 46,000 | 51,750 | 66,000 |
| Stock awards – grant-date fair value ($) | 44,752 | 53,017 | 58,005 |
| Total ($) | 90,752 | 104,767 | 124,005 |
- Mix trend: cash and equity increased YoY; 2024 cash $66k vs $46k (2022), equity fair value $58k vs $45k (2022) .
Performance Compensation
| RSU Grant Metrics | 2022 Grant | 2024 Grant |
|---|---|---|
| Grant date | 02/15/2022 | 02/20/2024 |
| Vest date | 02/15/2025 (cliff) | 02/20/2027 (cliff) |
| Vesting type | Time-based RSUs, no performance conditions | Time-based RSUs, no performance conditions |
OSBC grants time-based RSUs to non-employee directors; no options or PRSUs disclosed for directors; minimum vesting 1 year applies plan-wide, with director grants set at 3-year cliff .
Other Directorships & Interlocks
- None disclosed for Lyons; no interlocks identified with competitors/suppliers/customers in OSBC filings .
Expertise & Qualifications
- Skills: Financial Expertise; Banking/Finance; Risk Management; Legal/Regulatory .
- Rationale: Board cites extensive bank regulatory and supervision experience with OSBC’s primary federal regulator (OCC) supporting Audit, Nominating & Corporate Governance, Loan, and Risk & Insurance oversight .
Equity Ownership
| Beneficial Ownership | 2023 (as of 03/24/2023) | 2024 (as of 03/22/2024) | 2025 (as of 03/21/2025) |
|---|---|---|---|
| Shares beneficially owned (#) | 8,346 | 13,720 | 16,895 |
| Percent of class | <1% | <1% | <1% |
| Unvested RSUs Held | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|
| Total unvested RSUs (#) | 8,353 | 9,930 | 10,441 |
- Ownership guidelines: 3x annual cash retainer required; directors must hold 50% of net after-tax shares from equity awards until compliant; all non-employee directors currently in compliance .
- Hedging/pledging: Prohibited under Insider Trading Policy (grandfathered exceptions noted); quarterly trading blackouts; pre-clearance required for directors/executives .
Insider Trades (Form 4)
| Date | Transaction | Shares | Price ($) | Source |
|---|---|---|---|---|
| 08/05/2025 | Purchase | 25 | 16.61 | |
| 11/10/2025 | Purchase | 27 | — | |
| 05/06/2025 | Form 4 filed (details in filing) | — | — | |
| 11/13/2025 | Form 4 filed for 11/10 | — | — |
Multiple small open-market purchases indicate continued accumulation; see OpenInsider for aggregate tracking .
Governance Assessment
- Committee leadership: Elevation to Chair of Risk & Insurance underscores board confidence in Lyons’s oversight of credit, risk, and insurance matters; prior vice-chair role and OCC background strengthen risk governance .
- Independence & conflicts: Lyons serves on independent committees; no related-party transactions disclosed involving Lyons; audit reviews of related-party transactions handled via policy, with notable prior review affecting Temple Rocks’s independence in 2022; engagement ended and independence reaffirmed elsewhere .
- Director pay structure: Balanced cash retainer plus equity RSUs with 3-year cliff vesting; no options or performance-based equity for directors; stock ownership guidelines and clawback policy apply, enhancing alignment and accountability .
- Shareholder support signals: 2025 say-on-pay approved (31,418,805 for; 2,029,024 against; 754,027 abstentions); annual frequency selected; equity plan increase approved—indicating broad support for compensation governance .
RED FLAGS
- None observed specific to Lyons: no related-party transactions, no hedging/pledging per policy, and positive shareholder support metrics. Monitoring remains appropriate as Risk & Insurance Committee chair role transitions post-annual meeting .
Supplemental Data
- Compensation consultant independence: McLagan engaged; committee determined no conflicts .
- Equity plan provisions: No evergreen; repricings prohibited; conservative CIC vesting; minimum one-year vesting; clawback applies .
Overall, Lyons’s OCC regulatory pedigree, independent committee roles, and increasing equity/cash participation—combined with compliance to ownership guidelines and periodic modest insider purchases—support investor confidence in governance and risk oversight .