Jill York
About Jill York
Jill York, age 61, has served as an independent director of Old Second Bancorp (OSBC) since 2020; she is the Audit Committee Chair and an SEC-designated “audit committee financial expert.” Her background includes senior banking roles: President, Head of Equipment Finance & Leasing Solutions at Fifth Third Bank until April 2020, and previously MB Financial Inc. CFO; she later served as EVP, Specialty Banking & M&A at MB Financial’s bank until its sale to Fifth Third in March 2019 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Fifth Third Bank | President, Head of Equipment Finance & Leasing Solutions | Until April 2020 | Led equipment finance; relevant to risk oversight and asset quality |
| MB Financial Inc. | Chief Financial Officer | Not specified (prior periods) | Public-company CFO competencies; supports Audit Chair role |
| MB Financial Bank (subsidiary) | EVP, Specialty Banking & M&A; Vice President | Until March 2019 sale to Fifth Third | Transaction execution and specialty banking expertise for OSBC strategy |
External Roles
- No other public company directorships disclosed for Ms. York in OSBC’s proxy filings .
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member); Information Technology Steering (Member); Risk & Insurance (Member); also listed as serving on the Capital Committee in director biography .
- Independence: Board determined Ms. York is independent under NASDAQ rules and SEC Rule 10A‑3; Audit Committee comprised solely of independent directors .
- Attendance: Board met 4 times in 2024 and all directors attended at least 75% of board and committee meetings; Audit Committee met 4 times; Ms. York met quarterly with the independent auditor .
- Tenure and re-election: Class III director; re-elected May 20, 2025 with 32,304,853 votes “For,” 1,673,138 “Against,” 223,865 “Abstentions,” and 3,560,617 broker non-votes; term expires 2028 .
- Resignation policy: Mandatory retirement at age 73; majority voting with resignation if more “Against” than “For” in uncontested elections .
Fixed Compensation
| Year | Annual Director Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 78,500 | Director service fee $49,000; Audit Chair fee $12,000; committee member fees: Audit & Loan $6,000; Compensation, Risk & Insurance, IT Steering $4,000; Nominating $1,500; fees paid a quarter in arrears . |
| 2023 | 56,500 | Director service fee $38,000; Audit Chair fee $12,000; committee member fee schedule as above for 2023 . |
Performance Compensation
| Year | Equity Award Type | Grant Date | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | Feb 20, 2024 | 58,005 | Cliff vest on Feb 20, 2027 (3-year cliff) . |
| 2023 | RSUs | Feb 21, 2023 | 53,017 | Cliff vest on Feb 21, 2026 (3-year cliff) . |
- Plan safeguards: No repricing of options/SARs without stockholder approval; discount options/SARs prohibited; double-trigger change-in-control acceleration (if awards not assumed or upon qualifying termination); clawback policy applies; minimum one-year vesting for at least 95% of equity awards; no dividends/dividend equivalents on unvested performance awards .
- Director equity value cap: Cash + equity value for any director generally capped at $285,000 per calendar year ($370,000 for first year on the board) .
Other Directorships & Interlocks
| Committee | Interlocks / Insider Participation (2024) |
|---|---|
| Compensation Committee | No member (including Ms. York) was an officer/employee or had relationships requiring disclosure; no cross-board officer interlocks reported . |
Expertise & Qualifications
- Skills matrix: Financial Expertise, Banking/Finance, Risk Management, Technology/IT checked for Ms. York, aligning with her Audit Chair responsibilities .
- Audit Committee Financial Expert: Board designated Ms. York as an “audit committee financial expert” under SEC rules .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Mar 21, 2025) | 16,353 shares; <1% of class . |
| Ownership as % of shares outstanding | ~0.036% (16,353 ÷ 45,047,151 shares outstanding) . |
| Breakdown (as of 2024 proxy footnote) | 4,000 shares (IRA); 4,000 shares (joint living Trust); 5,273 shares outright; excludes 10,441 unvested RSUs . |
| Unvested RSUs (12/31/2024) | 10,441 . |
| Stock ownership guidelines (directors) | 3x annual cash retainer; must hold at least 50% of net after-tax shares until guidelines met; all non-employee directors in compliance . |
| Hedging/pledging | Prohibited under Insider Trading Policy (short sales, derivatives, hedging/monetization, margin/pledging) . |
| Section 16(a) compliance | All insiders complied with SEC filing requirements in 2024 . |
Governance Assessment
- Strengths
- Audit Committee Chair with public-company CFO experience; designated “financial expert,” signaling strong oversight of reporting, controls, and auditor independence .
- Clear independence under NASDAQ and SEC 10A‑3; Audit Committee fully independent; no disclosed related-party transactions involving Ms. York .
- Ownership alignment via director RSUs and robust stock ownership guidelines; compliance reported; hedging/pledging prohibited; clawback policy in place .
- Shareholder support: Re-elected in 2025 with 32.3M “For” votes; say‑on‑pay support strong (31.4M “For”), indicating investor confidence in governance and pay practices .
- Watch items
- Director equity grants are time-based RSUs (no explicit performance metrics for directors), which is common but provides less performance linkage than PRSUs; however, plan features and ownership guidelines mitigate misalignment risks .
- Personal shareholdings are modest in absolute terms but guidelines compliance and unvested RSUs enhance alignment; continued monitoring of holdings vs retainer multiple is appropriate .
No specific conflicts, related-party transactions, or attendance shortfalls disclosed for Ms. York. Audit Committee met four times; board meeting attendance thresholds were met across directors .
RED FLAGS
- None identified specific to Ms. York: no related-party exposure, no hedging/pledging, no delinquent Section 16(a) reports, no option repricing, and no tax gross‑ups indicated in governance policies .