Keith Kotche
About Keith Kotche
Independent Class III director of Old Second Bancorp, Inc. (OSBC), age 68, serving since 2021. Former partner at Levato & Kotche (1984–2023) with ~20 years of bank board experience; prior service includes director roles at West Suburban Bancorp, Inc. (NASDAQ: WNRP), West Suburban Bank (since 2010), STC Bancshares Corp., and STC Capital Bank, bringing legal, regulatory, and local market expertise to OSBC’s board and committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levato & Kotche (law firm) | Partner | 1984–2023 | Legal practitioner; retired 2023 |
| West Suburban Bancorp, Inc. | Director | Since 2010 (pre-acquisition) | Bank board experience; knowledge of acquired markets |
| West Suburban Bank | Director | Since 2010 (pre-acquisition) | Bank governance oversight |
| STC Bancshares Corp. | Director | Not disclosed | Prior bank board service |
| STC Capital Bank | Director | Not disclosed | Prior bank board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Suburban Bancorp, Inc. (NASDAQ: WNRP) | Director | Since 2010 (prior to OSBC acquisition) | Public company directorship before acquisition by OSBC |
| STC Bancshares Corp. | Director | Not disclosed | Private bank holding company role |
| STC Capital Bank | Director | Not disclosed | Private bank role |
Board Governance
- Current OSBC committee assignments: Compensation (Member), Loan (Member, bank-level committee), Risk & Insurance (Member); not on Audit or Nominating & Corporate Governance .
- Anticipated post-annual-meeting assignments: Compensation (Member), Loan (Member, bank-level), Nominating & Corporate Governance (Member), Risk & Insurance (Member) .
- Independence: Board determined all directors and nominees are independent under NASDAQ rules except Eccher, Collins, and Temple Rocks; Kotche is independent .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the annual meeting .
- Compensation Committee engagement: Member and signatory of Compensation Committee report; committee uses independent consultant McLagan (Aon), assessed with no conflicts .
- Lead Independent Director: Barry Finn serves as Lead Director .
- Governance policies: Majority voting in uncontested elections; age-73 director resignation policy; annual board/committee self-evaluations .
Fixed Compensation
| Year | Annual Cash Fees ($) | Stock Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 62,500 | 58,005 | 120,505 |
| 2023 | 47,000 | 53,017 | 100,017 |
- 2024 director fee schedule (structure): $49,000 director service fee; committee chair fees: Audit $12,000, Compensation $8,000, IT Steering $8,000, Risk & Insurance $8,000; committee member fees: Audit & Loan $6,000, Compensation/Risk & Insurance/IT Steering $4,000, Nominating & Governance $1,500; fees paid quarterly in arrears .
Performance Compensation
| Award Type | Grant Date | Vesting Schedule | Unvested Units at 12/31/2024 | Notes |
|---|---|---|---|---|
| Director RSUs | Feb 20, 2024 | Cliff vest on 3rd anniversary (Feb 20, 2027) | 10,441 (total across 2022–2024 grants) | Annual director RSUs; grant date and vesting terms per program |
- Director equity program: Annual RSU grants to non-employee directors; cliff vest at 3 years; grant-date fair value for 2024 awards was $58,005; RSU grants vesting Feb 20, 2027 .
- Clawback: Equity awards subject to company clawback policy and applicable law; plan includes minimum one-year vesting on 95% of equity awards and prohibits dividend equivalents on unvested performance awards .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| West Suburban Bancorp, Inc. (NASDAQ: WNRP) | Public company | Director | Served prior to OSBC’s acquisition of West Suburban |
| West Suburban Bank | Bank | Director | Prior role; market expertise relevant to OSBC’s footprint |
| STC Bancshares Corp. | Bank holding company | Director | Prior role |
| STC Capital Bank | Bank | Director | Prior role |
Expertise & Qualifications
- Legal and regulatory: Long-tenured law firm partner; board skills matrix indicates Legal/Regulatory expertise .
- Banking/Finance: ~20 years of bank board experience; board matrix shows Banking/Finance .
- Risk management: Board matrix indicates Risk Management proficiency .
- Local market knowledge: Deep familiarity with OSBC’s service areas, including acquired markets .
Equity Ownership
| As of | Shares Beneficially Owned | Percent of Class | Ownership Detail | Unvested RSUs (excluded from beneficial ownership) |
|---|---|---|---|---|
| Mar 21, 2025 | 184,384 | <1% (“*” denotation) | Held jointly with family | 10,551 |
- Shares outstanding used for calculation: 45,047,151 common shares as of March 21, 2025 .
- Ownership/retention guidelines: Non-employee directors must hold ≥3x annual cash retainer; must retain ≥50% of net shares acquired until compliant; all non-employee directors currently in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors, officers, and employees .
Governance Assessment
- Independence and conflicts: Kotche is independent under NASDAQ rules; no related-party transactions involving Kotche disclosed; independence review specifically flagged ADS and Temple Rocks IMC for other directors, not Kotche .
- Committee coverage and engagement: Serves on Compensation, Loan (bank-level), and Risk & Insurance committees; anticipated addition to Nominating & Corporate Governance strengthens governance depth; participation in Compensation Committee report underscores engagement .
- Attendance and accountability: Met board/committee attendance expectations (≥75%); board operates under majority voting and age-73 resignation policy, supporting accountability .
- Pay alignment: Director compensation composed of cash retainer plus RSUs with 3-year cliff vesting; stock ownership guidelines and anti-hedging/pledging policy enhance alignment with shareholders .
- Shareholder signals: 2024 Say-on-Pay received ~88% support, indicating investor confidence in compensation governance; broad clawback policy effective Aug 15, 2023 strengthens pay-for-performance integrity .
- RED FLAGS: None disclosed related to Kotche—no related-party transactions, no hedging/pledging permitted, timely Section 16 filings reported for insiders in 2024 .