Dennis Klaeser
About Dennis Klaeser
Dennis Klaeser, age 67, has served as an independent director of Old Second Bancorp, Inc. since 2021. A veteran bank CFO and investment banker, he is designated an “audit committee financial expert” and serves on the Audit, Compensation (Vice Chair), and Risk & Insurance committees, with consistent attendance at board and committee meetings. His background includes CFO roles at TCF Financial (formerly Chemical Financial), Talmer Bancorp, PrivateBancorp, and director-level banking experience at First Place Bank, plus advisory and investment banking leadership in financial institutions at Arthur Andersen and EVEREN/First Union Securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCF Financial Corporation / TCF National Bank | Chief Financial Officer | Aug 2016 – Apr 2020 | Public company CFO; financial oversight |
| TCF Financial Corporation | Strategic Advisor | Oct 2020 – Jun 2021 | Advisory on finance/strategy |
| Talmer Bancorp, Inc. | Chief Financial Officer; Executive Managing Director | May 2010 – Aug 2016 | Led finance through merger into Chemical Financial |
| First Place Bank | Chief Financial Officer; Director | Jan 2013 – Feb 2014 | Board-level oversight; merged into Talmer Bank & Trust |
| Raymond James | Senior Midwest Bank Analyst | Apr 2009 – May 2010 | Sell-side analysis |
| PrivateBancorp, Inc. | Chief Financial Officer | 2003 – 2009 | Public company CFO |
| Andersen Corporate Finance (Arthur Andersen) | Managing Director; Head, Financial Institutions Group | 2000 – 2002 | Advised on M&A/restructuring/divestitures |
| EVEREN Securities (acquired by First Union Securities) | Head, Financial Institutions Group | ~7 years prior to 2000 | Investment banking leadership |
External Roles
- Current public company directorships: None disclosed in the proxy .
- Prior board service: Director at First Place Bank (2013–2014) .
Board Governance
- Committee assignments (current and anticipated): Audit (Member), Compensation (Member; Vice Chair), Risk & Insurance (Member). Audit Committee and Compensation Committee members are all independent under SEC/NASDAQ rules; Klaeser is designated an audit committee financial expert .
- Independence: Board determined Klaeser is independent; non-independent directors are Eccher and Collins (executives) and Temple Rocks due to related-party history .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings. Audit met 4 times; Compensation met 4 times; Nominating & Corporate Governance met once .
- Governance policies: Prohibitions on hedging and pledging; director resignation at age 73; majority vote standard for uncontested elections; director ownership guidelines of 3x annual retainer .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director fees paid in cash ($) | $50,000 | $62,500 |
| Audit Committee member fee (annual) | $6,000 (committee schedule) | $6,000 (committee schedule) |
| Compensation Committee member fee (annual) | $4,000 (committee schedule) | $4,000 (committee schedule) |
| Risk & Insurance Committee member fee (annual) | $4,000 (committee schedule) | $4,000 (committee schedule) |
| Director service fee (annual) | $38,000 | $49,000 |
Notes:
- Committee chair fees (not applicable to Klaeser in 2024): Audit Chair $12,000; Compensation Chair $8,000; Information Technology Steering Chair $8,000; Risk & Insurance Chair $8,000 .
- Klaeser served as Vice Chair of the Compensation Committee in 2024 .
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value ($) | Vesting | Total Unvested RSUs (year-end) |
|---|---|---|---|---|
| Annual RSU (Director) | Feb 21, 2023 | $53,017 | Cliff vest on 3rd anniversary (Feb 21, 2026) | 7,657 (Dec 31, 2023) |
| Annual RSU (Director) | Feb 20, 2024 | $58,005 | Cliff vest on 3rd anniversary (Feb 20, 2027) | 10,441 (Dec 31, 2024) |
- Director RSUs are time-based; no performance-conditioned metrics for director awards are disclosed .
Other Directorships & Interlocks
| Entity | Role | Status | Notes |
|---|---|---|---|
| First Place Bank | Director | Prior | Post-acquisition merged into Talmer Bank & Trust |
| Compensation Committee Interlocks | N/A | 2024 | No interlocks or insider participation; all members independent |
Expertise & Qualifications
- Audit committee financial expert designation (SEC definition) .
- Skills matrix marks Klaeser with financial expertise, banking/finance, risk management, legal/regulatory experience .
- Extensive public company CFO tenure and FI investment banking background .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 42,000 (held in Trust) | 46,580 |
| % of shares outstanding | <1% | <1% |
| Unvested RSUs (excluded from beneficial ownership) | 11,941 | 10,441 |
| Ownership guideline compliance (3x annual retainer) | In compliance (all non-employee directors) | In compliance (all non-employee directors) |
| Hedging/Pledging of company stock | Prohibited by policy | Prohibited by policy |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; serves on risk-relevant committees (Audit; Risk & Insurance) and vice-chairs Compensation, supporting oversight of financial reporting and incentive risk .
- Strong attendance; board and key committees met regularly in 2024 .
- Balanced director pay mix (cash + RSUs) with three-year cliff vesting fosters long-term alignment; director ownership guidelines at 3x retainer and prohibition on hedging/pledging enhance alignment and risk control .
- Compensation Committee uses independent consultant (Aon/McLagan) with no conflicts identified .
- Watch items:
- Cash retainers increased (2023 to 2024) alongside equity grant values; monitor year-over-year shifts in cash vs equity mix to ensure sustained at-risk alignment .
- Banking relationships are permitted in ordinary course; continue monitoring for any director-specific related-party transactions (none disclosed for Klaeser) .
- Red flags: None disclosed—no related-party transactions, no hedging/pledging, no interlocks, and no attendance shortfalls tied to Klaeser .