Patti Temple Rocks
About Patti Temple Rocks
Independent director status: Not independent per NASDAQ/SEC rules due to prior related-party payments to Temple Rocks IMC; engagement ended December 2022. Age 65; OSBC director since 2015; four-decade marketing/communications career with C-suite roles at ICF Next, Golin, Leo Burnett, and Chief Communications Officer at Dow Chemical; currently heads Temple Rocks IMC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Chemical Company | Chief Communications Officer | Not disclosed | Senior corporate communications leadership |
| ICF Next | C-suite leadership (marketing agency) | Not disclosed | Marketing/communications leadership |
| Golin | C-suite leadership (marketing agency) | Not disclosed | Marketing/communications leadership |
| Leo Burnett | C-suite leadership (marketing agency) | Not disclosed | Marketing/communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Temple Rocks IMC | Senior Partner / Head | Not disclosed | Marketing firm; prior related-party engagement with OSBC ended Dec 2022 |
Board Governance
- Committee assignments: Chair, Information Technology Steering Committee; Member, Risk and Insurance Committee; not on Audit/Compensation/Nominating .
- Anticipated post-annual meeting committee matrix continues her Chair role in IT Steering and Member role in Risk & Insurance .
- Independence: Board determined she is not independent due to payments to Temple Rocks IMC ($144,297 in 2022; $0 in 2023 and 2024; engagement ended December 2022) .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of board and applicable committee meetings .
- Board skills matrix: Risk Management, Technology/IT, Marketing/Communications expertise (checkmarks) .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Director service fee (cash) | $49,000 per director |
| Chair fee – Information Technology Steering Committee | $8,000 (Ms. Temple Rocks) |
| Committee member fees | $4,000 (Compensation); $4,000 (Risk & Insurance); $4,000 (IT Steering); $6,000 (Audit/Loan); $1,500 (Nominating & Governance) |
| Annual equity award (RSUs) – grant-date fair value | $58,005 (per non-employee director for 2024 awards) |
| 2024 grant date and vesting | Grant: Feb 20, 2024; cliff vest: Feb 20, 2027 |
| Director Compensation Detail (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Patti Temple Rocks | $64,500 | $58,005 | $122,505 |
| Year-over-Year Director Compensation | 2023 | 2024 |
|---|---|---|
| Cash fees – Patti Temple Rocks ($) | $52,000 | $64,500 |
| Stock awards – grant-date FV ($) | $53,017 | $58,005 |
| Total ($) | $105,017 | $122,505 |
Notes:
- No director meeting fees beyond the listed retainers/chair/member fees .
- Equity awards to directors are time-vesting RSUs with 3-year cliff vesting; no performance-vesting for directors .
Performance Compensation
- Directors receive time-based RSUs; no disclosed performance metrics or PSU awards for directors. The director equity program vests by time; therefore no performance metric table applies .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Temple Rocks in OSBC’s proxy .
- Interlocks: Related-party link through Temple Rocks IMC (marketing services to OSBC in 2022; engagement ended) .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Risk Management | Board skills matrix shows ✔ for Risk Management |
| Technology/IT | Board skills matrix shows ✔ for Technology/IT; Chairs IT Steering Committee |
| Marketing/Communications | Board skills matrix shows ✔; extensive marketing C-suite background |
| Local market familiarity | Board biography cites familiarity with greater Chicago market |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Breakdown | Unvested RSUs |
|---|---|---|---|---|
| Patti Temple Rocks | 35,953 | <1% | 17,274 direct; 18,679 in IRA | 10,551 unvested RSUs at 12/31/2024 |
- Director stock ownership guideline: ≥3× annual cash retainer; directors must hold ≥50% of net after-tax acquired shares until compliant; all non-employee directors currently in compliance .
- Insider trading and alignment safeguards: Quarterly blackouts; pre-clearance required; hedging and pledging prohibited (subject to narrow grandfathered exceptions) .
- Equity plan governance: Double-trigger change-in-control vesting; clawback applies to cash and equity awards; minimum 1-year vesting for ≥95% of awards; no discount options; no dividends on unvested performance awards .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-02-21 | 2025-02-19 | Award (RSUs) | 3,190 RSUs | $0.00 | 10,551 | https://www.sec.gov/Archives/edgar/data/357173/000141588925005049/0001415889-25-005049-index.htm |
| 2024-12-26 | 2024-12-23 | Open market purchase | 5,625 shares | $17.7898 | 18,678.85 (indirect) | https://www.sec.gov/Archives/edgar/data/357173/000141588924030144/0001415889-24-030144-index.htm |
| 2024-02-22 | 2024-02-20 | Award | 4,284 shares | $0.00 | 24,635 | https://www.sec.gov/Archives/edgar/data/357173/000141588924004882/0001415889-24-004882-index.htm |
| 2023-02-23 | 2023-02-21 | Award | 3,077 shares | $0.00 | 20,351 | https://www.sec.gov/Archives/edgar/data/357173/000141588923003152/0001415889-23-003152-index.htm |
Source: insider-trades skill pulling SEC Form 4 filings.
Governance Assessment
-
Strengths
- Chair of IT Steering brings Technology/IT oversight; skills include Risk Management and Marketing/Communications, complementing OSBC’s operational and cyber oversight needs .
- Strong attendance standard met (≥75% of board/committee meetings in 2024 for all directors) supports engagement .
- Ownership alignment: Beneficial ownership; consistent RSU grants; open-market purchase in Dec 2024; compliance with 3× retainer guideline; anti-hedging/anti-pledging policy (SEC links above).
-
Risks / RED FLAGS
- Independence: Board classifies Ms. Temple Rocks as not independent due to related-party payments to Temple Rocks IMC ($144,297 in 2022), though payments were $0 in 2023–2024 and the engagement ended in Dec 2022. Ongoing monitoring warranted for perceived conflict risk despite cessation .
- Related-party history: Prior business dealings with her firm; while below materiality now, this can affect investor perception of board objectivity if future engagements reoccur .
-
Neutral/Process Controls
- Director compensation structure is conventional with cash retainer plus time-based RSUs; no director performance-vesting; equity subject to clawback, double-trigger CIC, and minimum vesting standards .
- Independent compensation consultant (Aon/McLagan) engaged, assessed independent, supporting pay governance; consultant covers executive and director market analysis .
Implication: The chair role in IT oversight and direct share purchases signal engagement and alignment. However, the non-independence classification stemming from the 2022 related-party engagement is a visible governance flag; investors should monitor continued separation from Temple Rocks IMC and ensure she remains off Audit/Compensation/Nominating committees to mitigate conflict risk .