Hugh McLean
About Hugh McLean
Hugh McLean, age 66, has served as an independent director of Old Second Bancorp, Inc. (OSBC) since 2018. He is a Partner at Rock Island Capital (since November 2016) and previously held senior leadership roles at Talmer Bank (Regional President/Managing Director), Lake Shore Wisconsin Corporation (President/Director), and The PrivateBank (Vice Chairman; Managing Director), with earlier senior commercial banking roles at Firstar Bank and American National Bank . He currently chairs OSBC’s Compensation Committee and serves on the Audit, Information Technology Steering (bank-level), and Loan (bank-level) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talmer Bank | Regional President & Managing Director | 2010–Oct 2016 | Banking leadership, regional oversight |
| Lake Shore Wisconsin Corporation | President & Director | 2009–2010 | Executive leadership of bank holding company |
| The PrivateBank (Chicago) | Vice Chairman (2001–2008); Managing Director (1996–2001) | 1996–2008 | Public company commercial bank leadership |
| Firstar Bank; American National Bank | Senior commercial banking roles | Pre-1996 | Commercial banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rock Island Capital | Partner | Nov 2016–present | Private investment firm partner; no OSBC-related transactions disclosed |
Board Governance
- Independence: The board determined all directors except Eccher, Collins, and Temple Rocks are independent; McLean serves on independent committees (Audit, Compensation) and is considered independent under NASDAQ/SEC rules .
- Attendance: The board met 4 times in 2024; all directors attended at least 75% of board and committee meetings; all then-serving directors attended the annual meeting .
- Committee leadership and memberships (current and anticipated after the annual meeting are the same for McLean):
- Compensation Committee: Chair; met 4 times in 2024; engaged Aon/McLagan with no consultant conflicts; Chair McLean convened in Feb/May/Aug/Dec 2024 and Feb 2025 to approve 2025 metrics and payouts .
- Audit Committee: Member; committee met 4 times in 2024; all members independent under SEC Rule 10A-3 and NASDAQ rules .
- Information Technology Steering Committee (bank-level): Member .
- Loan Committee (bank-level): Member .
| Governance Item | Detail |
|---|---|
| Director Class/Term | Class II; term expires 2027; Director since 2018; Age 66 |
| Committee Assignments | Compensation (Chair), Audit (Member), IT Steering (Member, bank-level), Loan (Member, bank-level) |
| Board Meetings (2024) | 4; ≥75% attendance by all directors |
| Audit Committee Meetings (2024) | 4; all members independent; McLean member |
| Compensation Committee Meetings (2024) | 4; McLean Chair; consultant independence affirmed |
| Nominating & Governance Committee Meetings (2024) | 1; McLean not a member |
| Lead Independent Director | Fee paid to Barry Finn as Lead Director; McLean is not Lead Director |
| Resignation/Age Policy | Mandatory resignation at age 73 |
Fixed Compensation (Director – 2024)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Service Fee | $49,000 (paid quarterly) | All non-employee directors |
| Committee Chair Fees | Compensation Chair: $8,000 | McLean as Compensation Chair |
| Committee Member Fees | Audit and Loan: $6,000 each; Compensation, Risk & Insurance, IT Steering: $4,000 each; Nominating & Governance: $1,500 | Based on committee memberships |
| Lead Director Fee | $25,000 (to Mr. Finn) | For context; not applicable to McLean |
| Cash Fees Paid (2024) – McLean | $76,500 | As disclosed in Director Compensation table |
| Equity Grant (Grant Date Fair Value) – McLean | $58,005 | RSU award; ASC 718 fair value |
| Total Compensation (2024) – McLean | $134,505 | Cash + RSU value |
| Payment Timing | Fees paid a quarter in arrears | Applies to all directors |
Performance Compensation (Director Equity)
| Equity Type | Grant Date | Vesting | Value | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Feb 20, 2024 | Cliff vest on Feb 20, 2027 | $58,005 (grant date fair value) | None; director RSUs are time-based (no performance conditions) |
| Unvested RSUs Outstanding (12/31/2024) – McLean | N/A | N/A | 10,441 units | Includes 2022–2024 awards |
- Clawback and CIC provisions applicable under the Restated Equity Incentive Plan: awards are subject to the Company clawback policy; change-in-control acceleration generally requires non-assumption or a qualifying termination (double trigger) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards (outside OSBC) | None disclosed in OSBC proxy |
| Compensation Committee Interlocks | None; no member (including McLean) was an officer/employee in 2024; no interlocking relationships disclosed |
| Related-Party Transactions | Audit Committee reviews all related-person transactions; none disclosed involving McLean; ordinary-course banking relationships permitted on market terms |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Financial Expertise; Banking/Finance | Skills matrix indicates McLean has Financial Expertise and Banking/Finance |
| Technology/IT | Skills matrix indicates Technology/IT experience |
| Executive Compensation Governance | Serves as Compensation Committee Chair (independent), led 2024–2025 compensation processes |
Equity Ownership (Alignment)
| Metric | McLean | Notes |
|---|---|---|
| Total Beneficial Ownership (3/21/2025) | 157,274 shares | 154,194 held jointly with spouse; 3,080 held outright |
| Percent of Class | <1% | Based on 45,047,151 shares outstanding |
| Unvested RSUs (excluded from beneficial ownership) | 10,551 | Unvested RSUs are excluded from beneficial ownership count |
| Stock Ownership Guideline (Directors) | 3× annual retainer; 5 years to comply | All non-employee directors are in compliance |
| Hedging/Pledging | Prohibited (short sales, derivatives, hedging, and pledging) | Company Insider Trading Policy |
Shareholder Voice (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 31,418,805 | 2,029,024 | 754,027 | 3,560,617 |
| Election of Class III Directors | See detailed tallies (all four nominees elected) | — | — | — |
Governance Assessment
- Strengths and positive signals
- Independent director with deep banking and financial leadership; chairs Compensation Committee and serves on Audit, indicating governance credibility and financial literacy .
- Strong engagement: all directors met ≥75% attendance; Compensation Committee met regularly with documented 2024 and early-2025 actions led by McLean; independent consultant retained with no conflicts .
- Alignment: meaningful personal stock ownership (157,274 shares) plus unvested RSUs; directors must meet 3× retainer ownership guideline and are currently compliant; hedging/pledging prohibited .
- Shareholder support: Robust say‑on‑pay approval in 2025 (31.4M for vs 2.0M against) .
- Structural safeguards: Clawback policy, no option repricing, conservative CIC treatment (double trigger) .
- Watch items
- No specific education disclosed for McLean in proxy biography; however, extensive banking leadership experience disclosed .
- Rock Island Capital affiliation: no related-party transactions disclosed; continue monitoring for any future dealings with OSBC or its bank that could create conflicts; Audit Committee oversees related-party approvals .
- Red flags
- None disclosed regarding attendance, interlocks, related-party transactions, hedging/pledging, or say‑on‑pay outcomes .