John Williams Jr.
About John Williams, Jr.
Independent director of Old Second Bancorp, Inc. (OSBC); age 71; Class I director whose term expires at the 2026 annual meeting; first appointed to OSBC’s board in 2021 . He is Vice President of Bracing Systems, Inc., a construction supply and equipment company, a role held since 1976; previously served as a director of West Suburban Bancorp, Inc. and West Suburban Bank since 1986 prior to OSBC’s acquisition of West Suburban . The board classifies him as independent under NASDAQ rules; all directors except Messrs. Eccher and Collins and Ms. Temple Rocks are independent . Skills matrix flags his strengths in Banking/Finance and Risk Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Suburban Bancorp, Inc. | Director | Since 1986 (prior to OSBC’s acquisition) | Not disclosed |
| West Suburban Bank | Director | Since 1986 (prior to OSBC’s acquisition) | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bracing Systems, Inc. | Vice President | Since 1976 | Construction supply and equipment supplier |
Board Governance
- Committee assignments (current and anticipated after annual meeting): Member, Risk and Insurance Committee; not a chair. Risk and Insurance is designated as a bank-level committee in the anticipated roster .
- Independence: Board determined independence for all directors other than Messrs. Eccher and Collins and Ms. Temple Rocks; Mr. Williams is independent .
- Attendance and engagement: Board held four meetings in 2024; all directors attended at least 75% of board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Age/retirement policy: Mandatory resignation at age 73; nominees who receive more “against” than “for” votes must tender resignation; majority voting in uncontested elections applies .
- Cyber/risk oversight context: Risk Committee oversees enterprise risk; IT Steering Committee supports cybersecurity; demonstrates board-level risk governance structure .
Committee Roster Snapshot (current)
| Committee | Role |
|---|---|
| Risk and Insurance (bank-level) | Member (M) |
Fixed Compensation
2024 Director Fee Structure (policy)
| Component | Amount |
|---|---|
| Annual director service fee (cash) | $49,000 |
| Committee member fee – Risk & Insurance Committee | $4,000 |
| Committee chair fees (select committees) | $8,000–$12,000 depending on committee (not applicable to Mr. Williams) |
| Lead Director fee | $25,000 (paid to Mr. Finn) |
2024 Director Cash Compensation – Mr. Williams
| Metric | 2024 |
|---|---|
| Fees paid in cash | $52,500 |
Notes: OSBC permits deferral of director fees under its nonqualified Director Deferred Compensation Plan; no above-market interest is paid on deferred amounts .
Performance Compensation
| Equity Detail | 2024 |
|---|---|
| Stock awards (grant date fair value) | $58,005 |
| 2024 RSU grant date | Feb 20, 2024 |
| 2024 RSU vesting | Cliff vest on Feb 20, 2027 |
| Unvested RSUs outstanding at 12/31/2024 | 10,441 |
Additional plan safeguards:
- Minimum vesting: At least 95% of equity awards have a minimum one-year vesting period .
- No repricing; options/SARs must be at or above fair market value on grant .
- No dividends/dividend equivalents paid on unvested performance awards; RSU dividend equivalents not paid until earned/vested .
- Clawback policy applies to cash and equity awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed in OSBC’s 2025 proxy for Mr. Williams |
| Compensation Committee interlocks | 2024 Compensation Committee disclosed no interlocks/related-party relationships requiring disclosure; Mr. Williams is not a Compensation Committee member |
Expertise & Qualifications
| Skill Area | Indicated in Skills Matrix |
|---|---|
| Banking/Finance | Yes |
| Risk Management | Yes |
| Financial Expert (SEC definition) | Not designated |
| Legal/Regulatory; Technology/IT; Marketing/Communications | Not indicated |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 33,753 shares; less than 1% of outstanding |
| Breakdown | 20,548 shares in a brokerage account (Mr. Williams); 10,125 shares in spouse’s name; 3,080 shares outright |
| Unvested RSUs (excluded from beneficial ownership) | 10,551 shares excluded per SEC rules |
| Shares outstanding (context) | 45,047,151 as of Mar 21, 2025 |
| Stock ownership guidelines (directors) | 3x annual cash retainer; 50% of net after-tax shares from equity awards must be held until compliance; all non-employee directors are currently in compliance |
| Hedging/Pledging | Insider Trading Policy prohibits short sales, derivatives, hedging/monetization, and pledging (subject to limited grandfathered exceptions) |
Governance Assessment
-
Strengths and positive signals
- Independence, risk oversight: Independent director; actively serves on Risk and Insurance Committee that oversees enterprise risk at the bank level .
- Attendance/engagement: Met the 75%+ attendance threshold; board met four times in 2024; full director attendance at 2024 annual meeting .
- Pay alignment: Director compensation is balanced between fixed cash ($52,500 in 2024 for Mr. Williams) and long-term RSUs with three-year cliff vesting and strong plan safeguards (no repricing, minimum vesting, clawback) .
- Ownership alignment: Directors subject to 3x retainer stock ownership guidelines; all non-employee directors compliant; hedging/pledging prohibited, supporting alignment with shareholders .
- Shareholder support context: 2025 say-on-pay passed with 31,418,805 votes for vs 2,029,024 against (broker non-votes 3,560,617), indicating broad support for pay practices .
-
Watch items and potential risks
- Board tenure runway: Mandatory resignation at age 73; at age 71, Mr. Williams approaches the age cap, potentially limiting long-term continuity on the board (RED FLAG: Nearing mandatory retirement) .
- Committee breadth: Currently assigned only to the Risk and Insurance Committee; limited committee footprint can reduce influence beyond risk oversight (Watch) .
- Related-party/transactions: Company notes some directors and executives maintain ordinary-course banking relationships on market terms; no unfavorable features; Audit Committee reviews related-party transactions—no Williams-specific related-party transactions are disclosed (No red flags identified) .
Director Compensation (Reference)
| Director | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John Williams, Jr. | 52,500 | 58,005 | 110,505 |
Notes: 2024 director cash fee components included a $49,000 annual retainer plus committee-related fees; annual RSU grants were made on Feb 20, 2024 with cliff vesting on Feb 20, 2027 .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory vote to approve NEO compensation | 31,418,805 | 2,029,024 | 754,027 | 3,560,617 |
This broad approval provides a constructive backdrop for director pay practices and overall governance.