8-K: Old Second Bancorp Director Ladowicz Resigns

John Ladowicz has resigned from Old Second Bancorp's Board of Directors, effective September 14, 2025, due to the company's age-based resignation policy.

Summary

• John Ladowicz resigned from the Board of Directors of Old Second Bancorp, Inc., effective September 14, 2025.
• His resignation is in accordance with the company's Director Resignation Policy, which mandates resignation upon reaching age 73.
• The resignation is not due to any disagreement with the company.
• Mr. Ladowicz served on the Audit, Compensation, Nominating and Corporate Governance, Loan, and Risk and Insurance Committees.
• He had been a valuable Board member since 2008.
• The company does not plan to immediately fill the vacancy, reducing the Board size by one member.
• The Board realigned its director classes in February 2025 in anticipation of potential retirements, including Mr. Ladowicz's.

Sentiment

Score: 6

Explanation: The resignation of a long-serving director is a minor negative, but the event was planned and executed according to policy, indicating sound corporate governance. The proactive realignment of the board mitigates potential disruption.

Positives

• The resignation is a planned event, adhering to the company's established Director Resignation Policy, indicating sound corporate governance.
• The company appreciates Mr. Ladowicz's valuable contributions during his tenure since 2008.
• The Board proactively realigned director classes in February 2025, anticipating this and other potential retirements, demonstrating foresight in corporate governance.

Negatives

• Loss of an experienced director who served on five key committees (Audit, Compensation, Nominating and Corporate Governance, Loan, and Risk and Insurance) since 2008.
• The Board size will be reduced by one member, potentially increasing workload for remaining directors or reducing diversity of perspectives.

Risks

• Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results, as disclosed in the company's 2024 Annual Report on Form 10-K filed March 6, 2025, or in its subsequent filings with the U.S. Securities and Exchange Commission.

Future Outlook

Statements included in this report that are not historical are forward-looking and subject to risks and uncertainties that could cause actual results to differ materially from anticipated results, as detailed in the company's 2024 Annual Report on Form 10-K and subsequent SEC filings.

Management Comments

• The Company appreciates Mr. Ladowicz's contributions during his tenure.
• The Company does not anticipate immediately filling the vacancy on the Board caused by Mr. Ladowicz's resignation and will reduce the size of the Board by one member.
• The Board's intent is to maintain the Board classes to be as nearly equal in number as possible.

Industry Context

This event is a routine corporate governance matter specific to Old Second Bancorp's internal policies and does not reflect broader industry trends or competitive shifts.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as the change was planned and aligns with established governance policies. The loss of an experienced director could be a minor concern, but the proactive board management mitigates this.
• Employees/Customers/Suppliers/Creditors: No direct impact mentioned or implied by this specific filing.

Next Steps

• The Board will operate with one fewer member.
• The Board will continue to maintain director classes as nearly equal in number as possible.

Key Dates

Recommendation

The filing details a routine, planned director resignation due to an age-based policy, not a disagreement. While the loss of an experienced director is noted, the company's proactive governance in anticipating and managing this transition suggests stability. There are no new financial metrics or strategic shifts that would warrant a change in investment recommendation based solely on this filing.

Keywords

Old Second Bancorp, OSBC, Board of Directors, Director Resignation, Corporate Governance, Management Change, SEC Filing, Banking, Financial Services