Form 4: OSBC Executive Campbell Granted 10,562 Restricted Stock Units

Old Second Bancorp's President of Powersports Lending, Darin Patrick Campbell, received a grant of 10,562 restricted stock units, split between time-based and performance-based vesting.

Summary

• Darin Patrick Campbell, President of Powersports Lending and a Director at Old Second Bancorp Inc. (OSBC), was granted 10,562 restricted stock units (RSUs).
• The grant occurred on February 17, 2026.
• 5,281 of these RSUs are time-based and will vest on the third anniversary of the grant date, which is February 17, 2029.
• The remaining 5,281 RSUs are performance-based, with vesting contingent on compensation committee-approved performance metrics, potentially ranging from 0% to 175% of the original award.
• Following this transaction, Campbell beneficially owns 10,562 restricted stock units and 274,589 shares of Old Second Bancorp, Inc. Common Stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting standard executive compensation practices designed to align management incentives with long-term shareholder value, without indicating any immediate operational or financial changes.

Positives

• The grant of 10,562 restricted stock units aligns executive interests with shareholder value.
• The inclusion of performance-based units incentivizes the achievement of specific company metrics.
• The time-based vesting component promotes long-term retention of a key executive.

Negatives

• No explicit negatives are present in this Form 4 filing, which primarily reports a compensation event.

Risks

• The performance-based restricted stock units carry a risk of not vesting if the specified compensation committee-approved performance metrics are not met, potentially resulting in 0% conversion.
• The value of the restricted stock units upon vesting is subject to the future market price of Old Second Bancorp Inc. common stock, introducing market price risk.

Future Outlook

The vesting of 5,281 time-based restricted stock units is scheduled for February 17, 2029. The vesting of the other 5,281 performance-based restricted stock units is contingent on future compensation committee-approved performance metrics, with potential conversion ranging from 0% to 175% of the original award.

Industry Context

StockSavvy.ai notes that equity grants, particularly those combining time-based and performance-based components, are a standard practice in the financial services industry for executive compensation. This structure aims to balance executive retention with incentives for achieving strategic business objectives, common among regional banks and financial institutions like OSBC.

Comparison to Industry Standards

• The grant of restricted stock units is a common form of long-term incentive compensation for executives in the banking sector, comparable to practices at peer institutions such as Wintrust Financial Corporation (WTFC) or First Midwest Bancorp (FMBI) before its acquisition.
• The split between time-based and performance-based vesting is also a standard approach, aligning with best practices for corporate governance and executive pay, similar to structures seen in compensation plans at larger regional banks.
• The potential for performance-based units to vest between 0% and 175% is a typical range designed to strongly link executive rewards to company performance against specific targets.

Related Party Transactions

• The grant of restricted stock units to Darin Patrick Campbell, an executive and director, constitutes an executive compensation-related party transaction.

Stakeholder Impact

• Shareholders: The grant aims to align executive interests with shareholder value, potentially leading to better long-term performance. Dilution from future share issuance upon vesting is a minor consideration.
• Employees: No direct impact on general employees is indicated, but it reflects the company's executive compensation strategy.
• Management: Darin Patrick Campbell benefits directly from the equity grant, providing a significant incentive and increasing his stake in the company.

Next Steps

• Vesting of 5,281 time-based restricted stock units on February 17, 2029.
• Evaluation of compensation committee-approved performance metrics for the vesting of 5,281 performance-based restricted stock units.
• Delivery of vested shares to Darin Patrick Campbell within 3 to 5 business days from their respective vesting dates.

Key Dates

Recommendation

This Form 4 filing reports a routine executive compensation event (an RSU grant) and does not contain information that would typically warrant a change in investment recommendation. It reflects standard corporate governance and incentive alignment practices.

Keywords

Old Second Bancorp, OSBC, Restricted Stock Units, RSU, Executive Compensation, Darin Patrick Campbell, Insider Transaction, Form 4, Equity Grant, Performance-based compensation