Darin Campbell
Executive Vice President; President, National Specialty Lending; President, FreedomRoad Financial; President, Performance Finance at OLD SECOND BANCORP
Executive
Board
About Darin Campbell
Darin Campbell was appointed Executive Vice President of Old Second Bancorp, Inc. and President of National Specialty Lending, FreedomRoad Financial, and Performance Finance, effective July 1, 2025; he concurrently joined the boards of Old Second and Old Second National Bank as a Class I director, with committee assignments to Old Second’s Executive Committee and Capital Management Committee and the Bank’s Risk & Insurance Committee . His employment agreement sets base salary at $550,000 with a 50% target annual bonus and eligibility for annual equity grants targeted at 30% of base; he receives no additional compensation for his board service . Old Second’s compensation framework emphasizes pay-for-performance with clawbacks, prohibits hedging/pledging, and received 88% say‑on‑pay support in 2024, indicating investor acceptance of structure and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bancorp Financial, Inc. | President & CEO | Not disclosed | Led Evergreen Bank Group; role integrated into Old Second through merger completion on July 1, 2025 . |
| Evergreen Bank Group (subsidiary of Bancorp Financial) | President & CEO | Not disclosed | Directed specialty consumer lending platforms (FreedomRoad Financial, Performance Finance) consolidated under Old Second leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public-company directorships disclosed in OSBC filings for Campbell . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $550,000 | Subject to annual review and discretionary increases . |
| Target Annual Bonus | 50% of base salary ($275,000) | Metrics and stretch/payout features per OSBC management incentive plan . |
| Equity Grants (annual eligibility) | Target value 30% of base salary ($165,000) | Form and terms to align with similarly situated executives and plan approvals . |
| Board Service Compensation | $0 | No additional compensation for service on Old Second and Bank boards . |
| Perquisites | Car allowance $1,000/month; reimbursement up to $36,000/year for country club dues/assessments; business expense reimbursement per policy | Tax reporting consistent with company policy . |
Performance Compensation
| Plan Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (management incentive plan) | Not specifically disclosed for Campbell | — | — | — | — | — |
| OSBC Incentive Plan framework (2024 reference) | Adjusted Net Income Growth; Asset/Credit Quality; Efficiency Ratio; Department/Personal Performance | Example weights for NEOs in 2024 ranged from 15%–50% by role | Threshold/Target/Max set annually | Achieved awards interpolated vs threshold/max | Actual payouts varied by role (e.g., CEO achieved 107.6% of target) | Cash, paid after year-end review . |
| Long-term PRSUs (company framework) | Relative ROATCE; Growth in relative book value per share vs 111-bank peer set | Not disclosed for Campbell | 3-year performance period (2024–2026 reference) | Not disclosed | Converts 1:1 to common stock; unearned forfeited | PRSUs vest based on peer-relative outcomes; TRSUs with 3-year cliff vesting; awards subject to clawback . |
Notes: Campbell’s individual performance metrics, weights, and any initial equity grants are not disclosed in OSBC filings; eligibility and plan structures are defined in his Employment Agreement and OSBC’s CD&A/plan documents .
Equity Ownership & Alignment
- Beneficial ownership for Campbell is not disclosed in the 2025 proxy (appointment occurred after proxy date) .
- Hedging and pledging of company securities are prohibited; margin accounts and collateral pledges are disallowed .
- Stock ownership guidelines: 3x salary for CEO and 3x annual retainer for non‑employee directors; guidelines for other executives not specified in proxy; awards are subject to clawback .
Employment Terms
| Provision | Term |
|---|---|
| Employment term | At-will; indefinite, terminable by either party . |
| Severance (non‑CIC) | Upon qualifying termination (without Cause or for Good Reason): lump sum equal to 1x base salary plus prorated target bonus; employer COBRA contributions up to 12 months; vested equity retained per award terms; conditioned on release . |
| Change‑in‑Control (CBAA; double trigger) | If terminated without Cause within 6 months prior to or 24 months post‑CIC, or for Good Reason within 24 months post‑CIC: lump sum equal to 2x (greater of current base salary or base at CIC) plus average of prior 3 years’ cash bonuses; immediate 100% vesting of stock options and other incentive awards; continued health insurance coverage up to 24 months; outplacement up to $20,000; subject to release; excise tax cutback to avoid 280G/4999 . |
| Interrelation of severance | No “double dip”: CBAA benefits reduced by amounts paid under Employment Agreement; if CIC qualifies, CBAA exclusively governs . |
| Restrictive covenants | Non‑compete 12 months (bank business within 30 miles of OSBC locations; powersports financing nationwide); non‑solicit customers and employees/vendors 12 months; confidentiality; non‑disparagement; notice to future employers; return of property; injunctive relief available . |
| Indemnification/D&O | Indemnification and D&O insurance coverage to the maximum extent provided to similarly situated executives/directors . |
| Arbitration/venue | IL law; DuPage County venue; arbitration option for CBAA disputes; fee recovery provisions . |
| Auto‑renewal | CBAA auto‑renews annually; upon CIC, term extends 24 months . |
Board Governance
- Appointment and classification: Appointed Class I director of Old Second; nominated for election at 2026 annual meeting; also appointed to Bank board .
- Committee roles: Old Second Executive Committee and Capital Management Committee; Bank Risk & Insurance Committee . He is not assigned to Audit, Compensation, or Nominating & Corporate Governance committees, which are composed solely of independent directors .
- Independence: As a current executive, Campbell is not independent under NASDAQ rules (consistent with OSBC’s independence determinations) .
- Board attendance policy: In 2024, all directors attended ≥75% of meetings; annual meeting attendance expected (Campbell joined post‑2024 proxy; applies prospectively) .
- Age cap and resignation policy: Mandatory resignation at age 73; majority voting with resignation if “against” votes exceed “for” in uncontested elections .
Director Compensation
| Component | Amount/Policy |
|---|---|
| Annual retainer (cash) | $0 (no additional compensation for board service) . |
| Committee fees | $0 (no additional compensation) . |
| Meeting fees | Not applicable . |
| Equity grants | Not applicable for director service (equity eligibility is via executive role per plan approvals) . |
| Ownership guidelines (directors) | 3x annual retainer for non‑employee directors (Campbell is an employee director) . |
Compensation Structure Analysis
- Alignment mechanisms: Clawback policy (Big R/little r restatements and board discretion), independent compensation consultant (McLagan/Aon), caps on annual cash incentives, and prohibition of hedging/pledging support risk management and pay‑for‑performance alignment .
- Long-term incentives: OSBC’s use of PRSUs tied to peer‑relative ROATCE and book value growth aligns with shareholder value creation; Campbell’s eligibility for annual equity supports retention but specific awards are not disclosed .
- Say‑on‑pay: 88% approval in 2024 suggests shareholder support for OSBC’s compensation framework; committee did not materially alter structure following that vote .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Tax gross‑ups: Not provided to executives on change‑in‑control or perquisites; excise tax cutback in agreements .
- Equity repricing: Plan prohibits repricing of underwater options without shareholder approval .
- Dual role implications: As an executive and director, Campbell is not independent; however, he is not placed on the independent oversight committees (Audit, Compensation, Nominating), mitigating governance concerns about oversight integrity .
- Legal/Section 16: OSBC reported insiders complied with Section 16(a) in 2024; Campbell’s appointment post‑proxy means his Section 16 activity will appear in future filings .
Equity Ownership & Pledging Details
| Item | Status |
|---|---|
| Total beneficial ownership | Not disclosed for Campbell in 2025 proxy (joined July 2025) . |
| Ownership % of shares outstanding | Not disclosed . |
| Vested vs unvested shares | Not disclosed; CBAA provides 100% vesting of outstanding options/awards upon qualifying CIC termination . |
| Shares pledged | Pledging prohibited by policy . |
| Ownership guidelines compliance | Not applicable (non‑employee director guideline; CEO guideline disclosed) . |
Employment Contracts, Severance, and Change-of-Control Economics
| Feature | Economics/Terms |
|---|---|
| Severance (non‑CIC) | 1x base salary + prorated target bonus; employer COBRA contribution up to 12 months; release required . |
| Change‑in‑Control (double trigger) | 2x (greater of base at termination or at CIC) + average prior 3 years’ cash bonuses; immediate vesting of all stock options and other incentive awards; health insurance continuation up to 24 months; outplacement up to $20,000 . |
| Non‑compete / Non‑solicit | 12 months; geographic and business scope defined (banking within 30 miles of OSBC locations; powersports nationwide; customer/employee/vendor non‑solicit) . |
| Auto‑renewal | CBAA auto‑renews annually; extends 24 months upon CIC . |
| Clawback | Incentive compensation subject to recovery under SEC/NASDAQ rules and company policy . |
Expertise & Qualifications
- Specialty leadership: National specialty lending and consumer powersports financing (FreedomRoad Financial, Performance Finance), integrated through OSBC’s merger with Bancorp Financial/Evergreen Bank Group .
- Education/age: Not disclosed in OSBC filings .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2024 | 88% of votes cast in favor | Committee maintained compensation structure; continued independent consultant engagement . |
Compensation Committee Analysis
- Composition: Independent directors; chaired by Hugh McLean in 2024; met four times; authority over executive compensation, incentive/equity plan administration, severance/CIC arrangements; succession planning; risk evaluation .
- Consultant: McLagan (Aon plc) engaged; independence assessed; no conflicts of interest found .
Investment Implications
- Alignment and retention: Strong retention protections (non‑compete/non‑solicit) and competitive severance/CIC economics (1x salary + prorated target bonus; double‑trigger 2x salary + average bonus with full equity vesting) reduce near-term departure risk post‑merger while reinforcing performance‑based pay via bonus eligibility and future equity grants .
- Governance safeguards: Prohibitions on hedging/pledging and robust clawbacks mitigate misalignment and excessive risk-taking; Campbell’s dual executive/director role is insulated from independence conflicts by committee assignments limited to non‑independent committees .
- Trading signals: Absence of disclosed initial equity grant details and lack of current beneficial ownership/Form 4 data (post‑appointment) limits visibility into near-term selling pressure; monitor upcoming proxy and Section 16 filings for award grants and transactions to gauge potential vesting‑driven sales and ownership alignment .
- Performance linkage: OSBC’s incentive framework ties cash bonuses to Adjusted Net Income and operational metrics and PRSUs to peer‑relative ROATCE/book value growth; as Campbell scales specialty lending platforms within OSBC, these metrics will govern payout outcomes and provide measurable performance‑alpha signals .