UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                )

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OLD SECOND BANCORP, INC.

37 South River Street, Aurora, Illinois 60507

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 2018
AUGUST 18, 2020

TO THEOUR STOCKHOLDERS:

The annual meeting of stockholders of Old Second Bancorp, Inc., will be held on Tuesday, May 15, 2018,August 18, 2020, at 9:00 a.m., central time,time.  As noted below, due to health and safety concerns related to the coronavirus (COVID-19), this year’s annual meeting will be a completely virtual meeting of stockholders. You can attend the meeting via the Internet at North Island Center, 8 East Galena Blvd., 60506, Aurora, Illinois,www.virtualshareholdermeeting.com/OSBC2020 by using the 16-digit control number which appears on your proxy card and the instructions included in these proxy materials.  The meeting will be held for the following purposes:

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to elect the four director nominees named in the accompanying proxy statement;



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to approve, in a non-binding, advisory vote, the compensation of our named executive officers;



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to ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending December 31, 2018; and



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to transact such other business as may properly be brought before the meeting or any postponements or adjournments of the meeting.

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The board of directors is not aware of any other business to come before the meeting.  Stockholders of record at the close of business on March 30, 2018June 26, 2020 are the stockholders entitled to vote at the meeting and any and all adjournments or postponements of the meeting.  In

Our board of directors and management is sensitive to the event thereevolving developments associated with COVID-19, including current Illinois government health directives to use social distancing and to limit the size of gatherings. The health and well-being of our employees, stockholders, directors, officers and other stakeholders are an insufficient number of votes for a quorumparamount.  Your virtual attendance at the timemeeting affords you the same rights and opportunities to participate as you would have at an in-person annual meeting.  We intend to resume in-person meetings of our stockholders under normal circumstances.

Whether or not you plan to virtually attend the annual meeting, we urge you to vote now to make sure there will be a quorum for the meeting. Voting by the Internet is fast and convenient, and your vote is immediately confirmed and tabulated.  You may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose.   If you attend the meeting virtually over the Internet, you may be adjournedcontinue to have your shares of common stock voted as instructed in a previously delivered proxy or postponed in order to permit further solicitationyou may vote your shares of proxies.common stock via the Internet during the meeting.

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting:  Our 20182020 proxy statement, proxy card and 20172019 Annual Report to ShareholdersStockholders are available free of charge online at www.oldsecond.com under "2018“2020 Annual Meeting Materials."”

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​		By order of the board of directors
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​		James L. Eccher Chief Executive Officer and President

Aurora, Illinois
April 13, 2018

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

July 17, 2020

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OLD SECOND BANCORP, INC.

37 South River Street, Aurora, Illinois 60507

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the board of directors of Old Second Bancorp, Inc., a Delaware corporation, of proxies to be voted at the annual meeting of stockholders.  This meeting is to be held at North Island Center, 8 East Galena Blvd.virtually over the Internet,, Aurora, Illinois, on May 15, 2018August 18, 2020 at 9:00 a.m., central time, or at any postponements or adjournments of the meeting.  Instructions for the attending the meeting are included below. Old Second conducts full service community banking and trust business through its wholly owned subsidiary, Old Second National Bank.

A copy of our annual report for the year ended December 31, 2017,2019, which includes audited financial statements, is enclosed.  This proxy statement was first mailed to our stockholders on or about April 13, 2018.July 17, 2020.  As used in this proxy statement, the terms "Old“Old Second," "the” “the Company," "we," "our"” “we,” “our” and "us"“us” all refer to Old Second Bancorp, Inc., and its subsidiaries.  Additionally, references to the  term "the Bank" refers“Bank” refer to Old Second National Bank.

Why am I receiving this proxy statement and proxy form?card?

You are receiving a proxy statement and proxy formcard from us because on March 30, 2018,June 26, 2020, the record date for the annual meeting, you owned shares of our common stock.  This proxy statement describes the matters that will be presented for consideration by the stockholders at the annual meeting.  It also gives you information concerning these matters to assist you in making an informed decision.

When you sign the enclosed proxy form,card, you appoint the proxy holder as your representative at the meeting.  The proxy holder will vote your shares as you have instructed in the proxy form,card, ensuring that your shares will be voted whether or not you attend the meeting.  Even if you plan to attend the annual meeting, complete, sign and return your proxy form in advance of the annual meeting in case your plans change.

What matters will be voted on at the meeting?

You are being askedwe urge you to vote on three matters:

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the election of the four director nominees named in this proxy statement;

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a non-binding, advisory proposal to approve the compensation of our named executive officers, which is referred to as the "say-on-pay" proposal; and

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the ratification of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending December 31, 2018.

How do I vote?

A form of proxy is enclosed for use at the meeting. If the proxy is executed and returned, it may nevertheless be revoked at any time insofar as it has not been exercised. Stockholders attending the meeting may, on request, vote their own shares even though they have previously sent in a proxy. Unless revoked or instructions to the contrary are contained in the proxies, the shares represented by validly executed proxies will be voted at the meeting and will be voted "FOR" the election of the nominees for director named in this proxy statement, "FOR" the say-on-pay proposal, "FOR" the ratification of our independent registered public accounting firm, and in accordance with the proxy holder's judgement on any other business that is properly brought before the meeting.

If you want to vote in person, please come to the meeting. We will distribute written ballots to anyone who wants to vote at the meeting. Please note, however, that if your shares are held in the name of a broker or other fiduciary (or what is usually referred to as "street name"), you will need to arrange to obtain a proxy from the record holder in order to vote in person at the meeting. Even if you plan to attend the annual meeting, we

ask that you complete, sign and return your proxy card in advance of the annual meeting in case your plans change.

What does it mean ifHow can I receive more than one proxy form?attend the annual meeting?

It meansThis year, due to the public health and travel concerns our stockholders may have related to COVID-19 and the protocols that youfederal, state, and local governments have multiple holdings reflectedimposed on public gatherings, including current Illinois government health directives to use social distancing and to limit the size of gatherings, our meeting will be conducted online, in our stock transfer records and/or in accounts with stockbrokers. Please sign and returnALL proxy formsa fashion similar to an in-person meeting.  We designed the format of this year’s virtual annual meeting to ensure that our stockholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.  Our board members and executive officers will attend the meeting and be available for questions.  We intend to resume in-person meetings of our stockholders under normal circumstances.

Access to the Audio Webcast of the Meeting:  The live audio webcast of the meeting will begin promptly at 9:00 a.m. central time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time to allow ample time to complete the online check-in process.

Log-in Instructions:  To attend the virtual meeting, login at www.virtualshareholdermeeting.com/OSBC2020. Stockholders will need their unique 16-digit control number which appears on your proxy card and the instructions included in these proxy materials.  

How can I ask questions during the meeting?

Stockholders may submit questions in real time during the meeting at www.virtualshareholdermeeting.com/OSBC2020.  We intend to answer all questions submitted during the meeting in accordance with the annual meeting’s Rules of Conduct which are pertinent to the Company and the meeting matters, as time permits.  The Rules of Conduct will be posted at the virtual annual meeting forum at www.virtualshareholdermeeting.com/OSBC2020.  Responses to any such questions that are not addressed during the meeting will be published following the meeting on our website at www.oldsecond.com under the link “Investor Relations.” Questions and responses will be grouped by topic and substantially similar questions will be grouped and responded to once.

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What can I do if I need technical assistance during the meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual annual meeting log-in page.

What matters will be voted on at the meeting?

You are being asked to vote on three matters:

How does the board of directors recommend that I vote?

If I am a stockholder of record, how do I vote?

If you are a stockholder of record, you may:

Regardless of whether you plan to participate in the audio webcast of the meeting, you are urged to either vote via the Internet before the meeting or sign, date, and return your proxy card.  If you participate in the audio webcast, you may continue to have your shares are voted.of common stock voted as you instructed in a previously delivered proxy.

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If I hold shares in the“street” name ofthrough a bank, broker who votes my shares?or other nominee, how do I vote?

If you hold your shares in street name and you received this proxy statement from your bank, broker or other nominee (collectively, a “broker”), your broker should have givenwill provide you with instructions for directing how your broker should votevoting your shares.  It will then be your broker's responsibilityIf you hold shares through a broker and wish to vote your shares for you in the manner you direct.

Under the applicable stock exchange rule, brokers may generally vote on routine matters, such as ratifying the appointment of an independent registered public accounting firm, but cannot vote on non-routine matters, such as the adoption or amendment of a stock incentive plan, unless they have received voting instructions from the person for whom they are holding shares. If there is a matter presented to stockholders at the annual meeting, andyou will need your broker does not receiveunique 16-digit control number which appears on the instructions from you on how to vote on that matter, your broker will returnaccompanied the proxy card to us, indicating that he or she does not have the authority to vote on that matter. This is generally referred to as a "broker non-vote."materials.

The election of directors and the say-on-pay proposals are considered non-routine matters. Therefore, we encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the 2018 annual meeting upon receipt of our proxy materials. You should do this by carefully following the instructions your broker gives you concerning its procedures. This ensures that your shares will be voted at the meeting.

What if I change my mind after I return my proxy card?

If you hold your shares in your own name,are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close at the annual meeting.  You may do this by:

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signing another proxy card with a later date and returning that proxy card to us, or

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sending notice to us that you are revoking your proxy, or

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voting in person at the meeting.

If you hold your shares in the name of your broker or other fiduciary and desire to revoke your proxy, you will need to contact that party to revoke your proxy.proxy or change your vote.

How manyWhat is a broker non-vote?

If you hold your shares mustin street name, your brokerage firm may vote your shares under certain circumstances.  Brokerage firms have authority under stock exchange rules to vote their customers’ unvoted shares on certain “routine” matters.  We expect that brokers will be representedallowed to exercise discretionary authority for usbeneficial owners who have not provided voting instructions ONLY with respect to holdProposal 3,  the ratification of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending December 31, 2020, but not with respect to any of the other proposals to be voted on at the annual meeting?meeting.  If you hold your shares in street name, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals.

AWhen a brokerage firm votes its customers’ unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting.  If a brokerage firm indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as “broker non-votes”.  

What is the quorum requirement for the annual meeting?

We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of theour issued and outstanding shares that were outstanding and entitled to vote as of the record date must beare present in person or by proxy at the meeting in order to hold the meeting and conduct business.annual meeting. On March 30, 2018,June 26, 2020, the record date, there were 29,747,078we had 29,589,341 shares of common stock issued and outstanding.  A majorityAbstentions and broker non-votes are counted as shares present at the meeting for purposes of these shares mustdetermining a quorum.  Shares will be present in personcounted for quorum purposes if they are represented at the meeting for any purpose other than solely to object to holding the meeting or by proxytransacting business at the meeting.

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How many votes may I cast?

You are counted as present atentitled to cast one vote for each share of stock you owned on the meeting ifrecord date with respect to each of the stockholder either:

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is present in person atproposals.  Stockholders do not have cumulative voting rights.  The proxy card included with this proxy statement indicates the meeting, or

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has properly submitted a signed proxy form or other proxy.

What happens if any nominee is unable to stand for re-election?

The board may, by resolution, provide for a lesser number of directors or designate a substitute nominee.  In the latter case, shares represented by proxies may be voted for a substitute nominee.  Proxies cannot be voted for more than three nominees.  The board has no reason to believe any nominee will be unable to stand for re-election.

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What options do I have in voting on each ofis the proposals?

You may vote "FOR," "AGAINST" or "ABSTAIN" on each proposal properly brought before the meeting, including the election of directors.

How many votes may I cast?

You are entitled to cast onerequired vote for each share of stock you owned on the record date with respect to each of the proposals. Stockholders do not have cumulative voting rights. The proxy card included with this proxy statement indicates the number of shares owned by an account attributable to you.

What is the quorum for the annual meeting?

A majority of our outstanding shares of common stock as of the record date must be present at the meeting, either in person or by proxy, to hold the meeting and conduct business. This is called a quorum. In determining whether we have a quorum at the annual meeting for purposes of all matters to be voted on, all votes "FOR" or "AGAINST" and all votes to "ABSTAIN" will be counted. Shares will be counted for quorum purposes if they are represented at the meeting for any purpose other than solely to object to holding the meeting or transacting business at the meeting. If you hold your shares in street name, your brokerage firm may vote your shares under certain circumstances. Brokerage firms have authority under stock exchange rules to vote their customers' unvoted shares on certain "routine" matters. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal 3 — the ratification of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending December 31, 2018 but not with respect to any of the other proposals to be voted on at the annual meeting. If you hold your shares in street name, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals.

When a brokerage firm votes its customers' unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting. If a brokerage firm indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as "broker non-votes." Shares represented by broker non-votes will be counted in determining whether there is a quorum.

How many votes are needed for each proposal?

Assuming a quorum is present, a majority of the shares having voting power present in person or represented by proxy must approverequired vote for each proposal brought before the annual meeting (meaningis as follows:

For each proposal, this means that the number of votes cast "FOR"“FOR” each proposal must exceed the number of votes cast "AGAINST"“AGAINST” or "ABSTAIN"“ABSTAIN” with respect to that proposal).proposal.  This includes the proposal regarding the election of directors in accordance with the policy of majority voting in uncontested director elections set forth in our bylaws.

Broker non-votes will not affect the outcome of voting on a particular proposal, orincluding the election of directors, but abstentions and withheld votes will have the effect of a vote against the applicable proposal or director.

Please note that, because the say-on-pay vote is advisory, it will not be binding upon the board of directors or the Compensation Committee.

All valid proxies that we receive will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares in street name through a broker and you do not give voting instructions, your broker is not permitted to vote your shares on any proposal other than Proposal 3, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted “FOR” each of the Class I director nominees named in this proxy statement, “FOR” the say-on-pay proposal, and “FOR” the ratification of Plante & Moran, PLLC as our independent registered public accounting firm for 2020.   If any other matters are presented at the annual meeting, the persons named as proxies on the enclosed proxy will have discretionary authority to vote for you on those matters.

Where do I find the voting results offor the annual meeting?

If available, we will announce voting results at the meeting.  The voting results will also be disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the meeting.

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PROPOSAL 1:

ELECTION OF DIRECTORS

            Old Second'sOur board of directors is divided into three classes approximately equal in number, serving staggered three-year terms.  As a result, the terms of only approximately one-third of our board members expire at each annual meeting.  The current termsterm of our Class I directors will expire at this year’s annual meeting.  The term of our Class II directors will expire at this year'sthe 2021 annual meeting. The termsmeeting and the term of our Class III directors will expire at the 2019 annual meeting and the terms of our Class I directors will expire at the 20202022 annual meeting.

Each proposed Class III director nominee other than Hugh McLean, currently serves as a Class III director. Hugh McLean, who currently serves on the Bank's board of directors, is a new Class II director nominee for our 2018 annual meeting. His nomination was recommended by our board of directors.

Following a review and nomination from our Corporate Governance and Nominating Committee, our board has proposed that the following Class III directors be elected as Class III directors at our 20182020 annual meeting of shareholdersstockholders for a term that will expire at our 20212023 annual meeting and until their respective successors are duly elected and qualified.

Class III Director Nominees

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Each Class III director nominee will be elected if the number of shares voted "FOR"“FOR” the nominee constitutes a majority of the shares having voting power present in person or represented by proxy at the annual meeting. Accordingly, broker non-votes will not have any effect on the outcome of voting, but abstentions will have the effect of a vote "AGAINST"“AGAINST” the applicable nominee.

The board of directors recommends that you vote  your shares "FOR"“FOR” each of the above Class III director nominees.

Set forth below is information concerning our other directors, whose term of office will continue after the annual meeting, including their age, year first elected or appointed as a director.

Continuing Directors

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Director Experience

Biographical information regarding each of our director nominees and continuing directors is set forth below, including the particular experience, qualifications, attributes or skills that led the board to conclude that each member is qualified to serve on the board and any committee he or she serves.

Mr. Bonifas:  Mr. Bonifas is the Executive Vice President of Alarm Detection Systems, Inc., a producer and installer of alarm systems, closed circuit video systems and card access control systems, a position he has held since 2000.  We consider Mr. Bonifas to be qualified for service on the board, the Risk Committee, the Nominating and Corporate Governance Committee and the Compensation Committee due to his skills and expertise acquired as a leader of a successful business and his prominence in the communities we serve.  Mr. Bonifas also serves as Chairman of our Information Technology Steering committee where he uses his business expertise for cybersecurity oversight.

Mr. Collins:  Mr. Collins has served as theour Vice Chairman of the Company  since October 2016.  Before that, he was Vice Chairman of Talmer Bancorp, Inc., a publicly traded bank holding company, from 2011 until 2016.  He also served as a director of Talmer Bancorp, Inc. from 2010 until 2016. Mr. Collins served as Chairman and Co-Chief Executive Officer of Lake Shore Wisconsin Corporation, a bank holding company, from 2010 until 2011, and as a founding Managing Director and Vice Chairman of The Private Bank — Chicago from 1991 until 2009.  We consider Mr. Collins to be qualified for service on the board due to his experience focused within mortgage banking and real estate opportunities among residential, multi-family, and commercial lending.

Mr. Eccher:  Mr. Eccher has served as the  Chief Executive Officer and President of the Company since 2015 and has served  as President and Chief Executive Officer of the Bank since 2003. He also serves as Chief Operating Officer of the Company, a position he has held since 2007, and served as Senior Vice President and Branch Director of the Bank from 1999 until 2003.  Before that, he served as President and Chief Executive Officer of the Bank of Sugar Grove from 1996 until 1999.  We consider Mr. Eccher to be qualified for service on the board due to his experience in the financial services industry and thehis familiarity with  Old Second's operations that he has acquired as the Chief Executive Officer and President of Old Second and Old Second National Bank.our operations.

Mr. Finn:  Mr. Finn has served as the President and Chief Executive Officer of Rush-Copley Medical Center  since 2002.from 2002 until his retirement in 2019.  Before that, Mr. Finn served as the Chief Operating Officer and Chief Financial Officer of Rush-Copley Medical Center from 1996 until 2002. We consider Mr. Finn to be a qualified candidate for service on the board, including as our Lead Director, and the Nominating and Corporate Governance Committee, as Lead Director, the Information Technology Steering Committee and the Audit Committee due to his business and financial expertise acquired as an executive at a successful local medical center, as well as his prominence in the communities we serve.

Mr. Kane:  Mr. Kane is a Partner of Label Printers, Inc., a printing company, a position he has held since 1977. We consider Mr. Kane to be a qualified candidate for service on the board, and the Compensation Committee, and the Risk Committee as Chairman,(as Chairman) and the Nominating and Corporate Governance Committee due to his experience as a partner at a successful local business, his general experience in business and his prominence in the communities we serve.

Mr. Ladowicz:  Mr. Ladowicz is the former Chairman and Chief Executive Officer of HeritageBanc, Inc. and Heritage Bank, where he served from 1996 until 2008, when it was acquired by Old Second.the Company.  We consider Mr. Ladowicz to be a qualified candidate for service on the board, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee as Chairman(as Chairman) due to his previous experience as a chief executive officer in the financial services industry, as well as his extensive knowledge of the market areas we entered through the acquisition of HeritageBanc, Inc. in 2008.

Mr. McLean:  Mr. McLean has been a Partner with Rock Island Capital since November 2016.  Before that, Mr. McLean served as Regional President and Managing Director of Talmer Bank from 2010 until October 2016.  From 2009 until 2010, he was President and Director of Lake Shore Wisconsin Corporation.  Mr. McLean was Vice Chairman of The PrivateBank, a publicly traded commercial bank headquartered in Chicago, from 1996 until 2008, and was a Managing Director of The PrivateBank from 1996 until 2001.  He also held senior commercial banking positions with Firstar Bank and American National Bank prior to joining the PrivateBank in 1996.  We consider Mr. McLean to be a qualified candidate for service on the board, the Audit Committee and the Information Technology Steering Committee due to his previous experience in the financial industry.

Mr. Skoglund:  Mr. Skoglund serves as the Chairman of the Company and the Bank. From 1998 until 2014, Mr. Skoglund served as the Chief Executive Officer of the Company.  He also served as Chief Executive Officer of the Bank from 1996 until 2014.  We consider Mr. Skoglund to be qualified for service on the board due to his skills and experience in the financial services industry and his familiarity with the Company'sour operations as our former Chief Executive Officer.

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Mr. Suits:  Mr. Suits was a founding Partner of Sikich LLC, a financial services firm, from 1982 until his retirement in 2004.  We consider Mr. Suits to be a qualified candidate for service on the board,  and the Audit Committee as(as Chairman (including as the audit committee financial expert) and),  the Risk Committee and the Nominating and Corporate Governance Committee due to his skills and experience in the financial services industry and his familiarity with Old Second's operations.industry.

Mr. Tapscott:  Mr. Tapscott was a Partner of McGladrey LLP, an audit, tax and consulting firm, from 1991 until his retirement in 2015.  Before that, he was a Partner with Wilkes Besterfield and Co., Ltd., from 1972 until 1991. We consider Mr. Tapscott to be a qualified candidate for service on the board,  and the Risk Committee and the Audit Committee due to his previous experience in accounting and financial matters as a partner of McGladrey LLP and Wilkes Besterfield and Co., Ltd.

Ms. Temple Rocks: Ms. Temple Rocks is Senior Partner, head of Client Impact, for ICF Next, a global communications agency, a position she has held since 2019, where she is responsible for client leadership in both the Chicago and Minneapolis office for the agency. Before that, she was the Managing Director of the Chicago office of Golin, a global communications agency.agency from 2011 until 2018.  We consider Ms. Temple Rocks to be a qualified candidate for service on the board, and the Compensation Committee and the Information Technology Steering Committee due to her business experience and familiarity with the greater Chicago market through her managing directorshippositions with ICF Next and Golin.

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Biographical Information for Executive Officers

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Because each of Mr. Eccher and Mr. Collins also serves on our board of directors, we have provided biographical information for them above. Biographical information for each of Mr. Adams, Mr. Gottschalk and Mr. Pilmer is provided below:

Mr. Adams, age 44,46, joined Old Secondthe Company and Old Second Nationalthe Bank in May 2017 to serve as an Executive Vice President and our Chief Financial Officer.  From November 2016 until joining us, he served as Executive Vice President and Director of Corporate Development and Strategy for TCF National Bank, where he oversaw corporate development and strategy. Before that, he served as Executive Managing Director, Corporate Development, of Talmer Bancorp, Inc. from 2011 and 2016. While at Talmer, Mr. Adams was responsible for management of internal financial reporting, budgeting, mortgage bank accounting, investor relations, strategic planning and corporate development activities.  Prior to joining Talmer, Mr. Adams also held positions as Managing Director of W2 Freedom, LLC, a private investment fund manager focused on investing in community banks, and as Director of Investor Relations for Fifth Third Bancorp.

Mr. GottschalkPilmer, age 56,55, joined Old Secondthe Company and Old Second Nationalthe Bank in 1989.  He currently serves as Executive Vice President (a position he has held since 2012) and as Chief Lending Officer (a position he has held since 2016).  Mr. Pilmer manages the Commercial Banking unit and has more than 25 years of experience in the Commercial Banking industry.

Mr. Gottschalk, age 58, joined the Company and the Bank in 2001.  He currently serves as Executive Vice President, and Chief Operating OfficerDigital Banking Services at Old Second Nationalthe Bank, a position he has held since January 2019.  Before that, Mr. Gottschalk was Executive Vice President and Chief Operating Officer of the Bank since 2012. From 2007 until 2012, he served as Executive Vice President of Operations of the Bank. Mr. Gottschalk has more than 35 years of banking experience, including managing Operations, Information Technology, Retail Banking and extensive experience in the ATM/Debit arena.  Before joining the Old Second team, Mr. Gottschalk held senior management positions for Old Kent Bank (Elmhurst, IL), Fifth Third Bank (Elmhurst, IL), Pinnacle Bank (Berwyn, IL) and FBOP Corporation (Oak Park, IL).  He has served on many customer advisory boards in the operations field.

Mr. Pilmer, age 53, joined Old Second and Old Second National Bank in 1989. He currently serves as Executive Vice President (a position he has held since 2016) and as Chief Lending Officer (a position he has held since 2008). Mr. Pilmer manages the Commercial Banking unit and has more than 25 years of experience in the Commercial Banking industry.​

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

General

Currently, the board of directors is made up of teneleven directors, who are elected by the holders of our common stock every three years to serve staggered terms.  In accordance with our corporate governance procedures, the board does not involve itself in theour day-to-day operations, of Old Second, which isare monitored by our executive officers and management.  Our directors fulfill their duties and responsibilities by attending regular meetings of the board and through committee membership, which is discussed below.

Director Attendance

The board of directors held eleven regularfour meetings and one special meeting during 2017.2019.  All of the directors attended at least 75% of these meetings and the meetings of the committees on which they served.  We typically schedule a board meeting in conjunction with our annual meeting and expect that our directors will attend our annual meeting. Last year, all of our then-serving directors attended our annual meeting except for one.meeting.

Code of Business Conduct and Ethics

The board of directors believes that it is important to encourage the highest level of corporate ethics and responsibility.  Among other things, the board adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees, as well as a procedure for allowing employees to anonymously report any problems they may detect with respect to our financial reporting.  The Code of Business Conduct and Ethics, as well as other information pertaining to our committees, corporate governance and reporting with the Securities and Exchange Commission, can be found on our website at www.oldsecond.com.  The CompanyWe will post on itsour website any amendments to, or waiver from, the Code of Business Conduct and Ethics as it applies to any director or officer to the extent required to be disclosed by applicable NASDAQ or SEC requirements.

Director Independence

The board of directors has standing Audit, Nominating and Corporate Governance, and Compensation Committees, each of which is made up solely of directors who are deemed to be "independent"“independent” under the rules of NASDAQ. NASDAQ'sNASDAQ’s independence rules include certain instances that will preclude a director from being deemed independent and the board reviews those requirements each year to determine a director'sdirector’s status as an independent director.  The board has determined that all of the directors and nominees are "independent"“independent” as defined by the NASDAQ Stock Market, with the exception of Messrs. Skoglund, Eccher and Collins, each of whom is an executive officer of the Company or was an executive officer of the Company during the past three calendar years ended December 31, 2017.officer.

During its review of director independence, the board considered Mr. Finn's roles as President and Chief Executive Officer at Rush-Copley Medical Center and Mr. Skoglund's position as the Vice Chairman of Rush-Copley's board of directors. Our board determined that this does not preclude a finding that Mr. Finn is independent under NASDAQ's rules because Mr. Skoglund does not serve on Rush-Copley's compensation committee and has recused himself from any discussions or votes that involve Mr. Finn's salary. The board also reviewed certain transactions between Alarm Detection Systems, Inc. and the Company.  Mr. Bonifas is aan Executive Vice President of Alarm Detections Systems, Inc.  The board determined that Mr. Bonifas qualified as an independent director because the amounts paid by the Company to Alarm Detection Systems in 2017,2019, which totaled approximately $211,528,$352,956, were less than 5% of Alarm Detection System'sSystem’s gross revenues for 20172019 and because Mr. Bonifas had no interest in the transaction with the Company, except an indirect andde minimis interest as a stockholder of Alarm Detection Systems.

Actions taken by each committee of the board are reported to the full board, usually at its next meeting.  The principal responsibilities of each of the committees are described below.

Board Resignation Policy

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Our board of directors has adopted a resignation policy that provides that no person will be elected to serve, or will continue to serve, as a director of the Company after attaining age 73, and each director candidate or nominee has agreed that upon attaining age 73 during his or her tenure as director, the director will be deemed, effective at such time, to have resigned his or her directorship.

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Our bylaws further provide that a nominee for director in an uncontested election will be elected by a majority of the shares having voting power present in person or represented by proxy at the meeting. Under our resignation policy, if a nominee receives more votes “against” his or her election than votes “for” his or her election, the director must promptly tender a written offer of resignation to the Chairman of the board of directors. Our Nominating and Corporate Governance Committee will promptly consider the director’s offer of resignation and recommend to the board of directors whether to accept or reject it. The board will act on the committee’s recommendation and will publicly disclose its decision within 120 days after the election results are certified.

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Committees of the Board of Directors

Our board committees are currently composed as follows (M — member; C — chair):

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Audit Committee

The Audit Committee assists the board in carrying out its oversight responsibilities for our financial reporting process, audit process and internal controls.  The Audit Committee is solely responsible for the pre-approval of all required audit and non-audit services to be provided by our independent registered public accounting firm and exercises its authority to do so in accordance with a policy that it has adopted.  The committee'scommittee’s duties, responsibilities and functions are further described in its charter, which is available on our website at www.oldsecond.com, in the "Governance Documents"“Governance Documents” section under "Investor“Investor Relations."”  You can request a copy of the committee'scommittee’s charter by sending a written request to the Corporate Secretary at 37 South River Street, Aurora, Illinois 60507, or by requesting via e-mail to corporatesecretary@oldsecond.com.

The members of our Audit Committee during 20172019 were Mr. Suits (who servesserved as Chairman), Mr. Finn, Mr. Tapscott (who currently serves as Chairman), Mr. Ladowicz and Mr. Ladowicz,McLean, each of whom is deemed to be an independent director under SEC Rule 10A-3 and NASDAQ'sNASDAQ’s listing requirements.  The Audit Committee met sevenfour times in 2017.2019.

The board has designated each of Mr. Suits, Mr. Finn and Mr. Tapscott as  the "auditan “audit committee financial expert,"” as such term is defined by the regulations of the SEC. The board's determination was based upon Mr. Suits' level of knowledge and experience regarding financial matters and his experience as an independent financial consultant and as the founding partner of Sikich Gardner & Co., LLP, a public accounting and consulting firm.    The board believes that each of the other members of the Audit Committee possesses knowledge and experience sufficient to understand the complexities of theour financial statements of Old Second.statements.  Mr. Suits met on a quarterly basis during 20172019 with our independent registered public accounting firm.

To review our annual Audit Committee report, please see "“Proposal 3 — Ratification of Our Independent Registered Public Accounts — Audit Committee Report."”

Compensation Committee

The Compensation Committee reviews the performance of  Old Second'sour executive officers and establishes their compensation levels.  The committee also has the authority, among other things, to:

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review and approve performance goals and objectives relevant to the chief executive Officer and other executive officers and evaluate, at least annually, the performance of the chief executive officer and other executive officers in light of those goals and objectives;



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review and approve employment agreements, severance arrangements, and change-in-control agreements or provisions for our executive officers;



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adopt, approve or ratify awards under equity incentive compensation plans;



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review with the chief executive officer our management succession plans; and



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evaluate the risks posed by the design and implementation of our compensation plans and evaluate the implementation of appropriate risk management and controls to avoid or mitigate any excessive risk to the Company.

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The committee'scommittee’s duties, responsibilities and functions are described more fully in its charter, which is available on our website at www.oldsecond.com, in the "Governance Documents"“Governance Documents” section under "Investor“Investor Relations."”  You can request a copy of the committee'scommittee’s charter by sending a written request to the Corporate Secretary at 37 South River Street, Aurora, Illinois 60507, or by requesting via e-mail to corporatesecretary@oldsecond.com.

The members of our Compensation Committee during 20172019 were Mr. Ladowicz (who serves as Chairman), Mr. Kane, Mr. Bonifas, Mr. McLean and Ms. Temple Rocks, each of whom is deemed to be an independent director under NASDAQ'sNASDAQ’s listing requirements.  The Compensation Committee met three times in 2017.2019.

The Compensation Committee has the authority under its charter to select, or receive advice from, advisors (including compensation consultants).  In 2017,2019, the committee continued its engagement of ChaseCompGroup LLC, in addition to utilizing the services of McLagan Partners, Inc., as  an independent advisoradvisors to assist the committee in determining and evaluating executive compensation.  The Compensation Committee assessed the independence of ChaseCompGroup LLC and McLagan Partners, Inc., taking into consideration all factors specified in NASDAQ listing standards.  Based on this assessment, the committeeCompensation Committee determined the engagement of ChaseCompGroup LLC and McLagan Partners, Inc. did not raise any conflict of interest.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews the qualifications of, and recommends to the board for nomination, candidates to stand for election at each annual meeting or to fill vacancies on the board as they may occur during the year.  The committee also reviews on at least an annual basis whether each director is "independent"“independent” under NASDAQ listing requirements.  Additionally, the Nominating and Corporate Governance Committee is responsible for reviewing our policies, procedures and structure as they relate to corporate governance.  The committee'scommittee’s duties, responsibilities and functions are further described in its charter, which is available on our website at www.oldsecond.com, in the "Governance Documents"“Governance Documents” section under "Investor“Investor Relations."”  You can request a copy of the committee'scommittee’s charter by sending a written request to the Corporate Secretary at 37 South River Street, Aurora, Illinois 60507, or by requesting via e-mail to corporatesecretary@oldsecond.com.

The members of the Nominating and Corporate Governance Committee in 20172019 were Mr. Finn (who serves as Chairman), Mr. Kane, Mr. Bonifas, Mr. Suits and Mr. Ladowicz, each of whom is deemed to be an independent director under NASDAQ'sNASDAQ’s listing requirements.  The Nominating and Corporate Governance Committee met two timesone time in 2017.2019.

Board and Committee Evaluation Process

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Under its charter, our Nominating and Corporate Governance Committee annually reviews and assesses the performance of our board of directors, including each committee of the board, and makes recommendations for areas of improvement as it deems appropriate. In this regard, the Nominating and Corporate Governance Committee also oversees an annual assessment of each director’s individual performance, which may be accomplished through a self-evaluation process. Each committee of the key committees of the board of directors (Audit, Compensation and Nominating and Corporate Governance) also performs an annual assessment of its performance and charter.

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Director Nominations and Qualifications

In making its nominations for persons to be elected to the board of directors and included in our proxy statement, the Nominating and Corporate Governance Committee evaluates incumbent directors, board nominees and persons nominated by stockholders, if any.  The committee reviews each candidate in light of the criteria that we believe each director should possess.  Included in the criteria are whether each nominee: (i) meets the minimum requirements for service on the board of directors contained in our bylaws; (ii) is under the age of 70 in accordance with our bylaws; (iii) possesses the highest personal and professional ethics, integrity and values; (iv)(iii) has, in the committee'scommittee’s opinion, a sufficient educational and professional background and relevant past and current employment affiliations, board affiliations and experience for service on the board; (v)(iv) has demonstrated effective leadership and sound judgment in his or her professional life; (vi)(v) has a strong sense of service to the communities in which we serve; (vii)(vi) has exemplary management and communication skills; (viii)(vii) is free of conflicts of interest that would prevent him or her from serving on the board; (ix)(viii) will ensure that other existing and future commitments do not materially interfere with his or her service as a director; (x)(ix) will review and agree to meet the standards and duties set forth in the Company'sCompany’s Code of Business Conduct and Ethics; (xi)(x) is willing to devote sufficient time to carrying out their duties and responsibilities effectively; and (xii)(xi) is committed to serving on the board for an extended period of time.  While we do not have a separate diversity policy, the committee does consider the diversity of its directors and nominees in terms of knowledge, experience, skills, expertise and

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other demographics which may contribute to the board.  The committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board members and to determine whether they are "independent"“independent” in accordance with NASDAQ requirements (to ensure that at least a majority of the directors will, at all times, be independent).

The committee, when considering potential board members, will look at all of the foregoing criteria.  The various qualifications and criteria are normally considered by the committee in connection with its evaluation of who the committee will recommend as the Company'sour director nominees.  Generally, each incumbent director standing for re-election should have and will have, at a minimum, attended at least 75% of board meetings during the past year and attended 75% of committee meetings of which he or she is a member.  The committee retains the ability to make exceptions to this attendance requirement as individual circumstances warrant.

All of the nominees for election as directors at the 20182020 annual meeting were recommended for nomination by the committee.  The committee did not receive any formal nominations for directors from our common stockholders.

Common Stock Ownership and Retention Guidelines for Non-Employee Directors

In order to align the interests of board members and stockholders, we require each non-employee director to develop a significant equity stake in the company. The Compensation Committee is responsible for monitoring compliance with these stock ownership and retention guidelines.

Non-employee directors are expected to acquire and hold during their service as board members, shares of our common stock equal in value to at least three times the annual cash retainer for non-employee directors.   Non-employee directorsEach non-employee director will have threefive years from their initial electionthe date they first become subject to the boardthese guidelines to meet theachieve these  target stock ownership  guidelines. Once they obtain the requisite number of shares, they are expected to continuously own sufficient shares to meet the guidelines. The stock ownership goal will be determined by using the value of their retainers as of January 1 of each year and the average closing stock price for our common stock over the prior twelve months.

            Shares that count toward meeting the stock ownership guidelines include: (i) shares owned, which include shares obtained upon exercise of options or shares purchased in the open market; (ii) shared ownership, which includes shares owned or held in trust by immediate family; and (iii) restricted stock units. Unexercised stock options do not count toward meeting the stock ownership guidelines. Until such

time as the director reaches his or her target stock ownership, the director will be required to hold 50% of thelevels. Individuals who acquire shares of common stock received upon lapseunder our equity-based incentive plans must hold at least 50% of the restrictions, and upon exercise of stock options. In the rare instance in whichall net after-tax acquired shares until these guidelines would place a severe hardship on a director, the Compensation Committee may decide to allow an alternative stock ownership guidelineguidelines are satisfied.

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The following share types are included under these guidelines: shares directly owned, family-owned shares, retirement plan shares and unvested time-based restricted stock. Stock options that reflects the intentionsare unexercised, regardless of their vesting status and in-the-money value, are not counted toward satisfaction of these overall guidelines and the director's own personal circumstances.guidelines. Unvested performance-based restricted stock is also not counted toward stock ownership.

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All of our non-employee directors are currently in compliance with these guidelines.

Board Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer are separate positions within our Company. Mr. Skoglund, our former Chief Executive Officer, serves as our Chairman, and Mr. Eccher serves as our Chief Executive Officer and President.  We currently separate the roles of Chairman and Chief Executive Officer in recognition of the differences between the two roles.

Our board of directors has also created the position of a "lead" independent director,“Lead Independent Director”, who assists the board of directors in assuring effective corporate governance, and serves as chairman when the board of directors meets in independent director sessions. In 2017,2019, our board of directors designated Mr. Finn to serve as  Lead Independent Director. In this role, he may call and preside over executive sessions of the Company's lead independent director. directors, without management present, as he deems necessary, serves as a liaison between the chair or the chief executive officer and the independent directors on certain matters, and has power to provide formal input on the agenda for meetings of the board.The Nominating and Corporate Governance Committee reviews this appointment annually and the full board has the opportunity to ratify the committee'scommittee’s selection.

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Our board of directors believes this structure is appropriate for our Company because it allows theour Chief Executive Officer to focus on our strategic direction and our day-to-day leadership and performance, and we are also ablewhile allowing us to leverage the experience and perspective of theour Chairman through his guidance to theour Chief Executive Officer and hissenior management, team as well as to the board of directors.  In addition, the lead independent director,Lead Independent Director, who is an independent member of our Board,board, provides independent leadership within our Boardboard that strengthens its effectiveness and oversight of our business.

Board'sBoard’s Role in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including general economic risks, credit risks, regulatory risks, audit risks, cyber security risk, reputational risks and others, such as the impact of competition.  Management is responsible for the day-to-day management of the risks the Company faces,we face, while the

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board, as a whole and through its committees, has responsibility for the oversight of risk management.  In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full board of directors is charged with ultimate oversight responsibility for risk management, various committees of the board and members of management also have responsibilities with respect to our risk oversight.  In particular, the Risk Committee plays a large role in monitoring and assessing our financial, legal and organizational risks, and receives regular reports from the management team'steam’s senior risk officer regarding comprehensive organizational risk as well as particular areas of concern.  The board'sboard’s Compensation Committee monitors and assesses the various risks associated with compensation policies, and oversees incentives that encourage a level of risk-taking consistent with our overall strategy. With respect to cybersecurity, our Information Technology Steering Committee, chaired by Mr. Bonifas, the Chairman ofis responsible for cybersecurity oversight. While the Information Technology Steering Committee serves asand the board of directors to which it reports, oversees our cybersecurity expert.risk management, management is responsible for the day-to-day cybersecurity risk management processes. Threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. Our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. While we believe that our cybersecurity programs are appropriate and have been effective to prevent material incidents thus far, risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. Additionally, our senior credit officer and loan review staff are directly responsible for overseeing our credit risk.

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We believe that establishing the right "tone“tone at the top"top” and providing for full and open communication between management and the board of directors are essential for effective risk management and oversight.  Our executive management meets regularly with our other senior officers to discuss strategy and risks facing the Company. Senior officers attend many of the board meetings, or, if not in attendance, are available to address any questions or concerns raised by the board on risk management-

relatedmanagement-related and any other matters.  Additionally, each of our board-level committees provides regular reports to the full board and apprises the board of our comprehensive risk profile and any areas of concern.

Certain Relationships and Related Party Transactions

Statement of Policy Regarding Transactions with Related Persons

Transactions by us with related parties are subject to regulatory requirements and restrictions.  These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by us with our affiliates) and the Federal Reserve'sReserve’s Regulation O (which governs certain loans by us to our executive officers, directors and principal shareholders)stockholders).  We have also adopted policies to comply with these regulatory requirements and restrictions, including policies governing the approval of related party transactions.  Our Audit Committee reviews and approves all related person transactions between Old Secondthe Company and related parties in accordance with NASDAQ'sNASDAQ’s rules and regulations. For purposes of this review, related person transactions are those transactions required to be disclosed under applicable SEC regulations.

Alarm Detection Systems, Inc.

            Alarm Detection Systems, Inc. provides certain security services and equipment to the Company. Edward Bonifas is the Executive Vice President of Alarm Detection Systems, Inc. During 2017, we paid Alarm Detection Systems, Inc. approximately $211,528.

Banking Relationships

Certain of our executive officers and directors have, from time to time, engaged in banking transactions with Old Second National Bank and are expected to continue such relationships in the future.  All loans or other extensions of credit made by Old Second National Bank to such individuals were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than the normal risk of collectability or present other unfavorable features.

Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2017,2019, our Compensation Committee consisted of Mr. Ladowicz, Mr. Kane, Mr. Bonifas, Mr. McLean and Ms. Temple Rocks.  No member of our Compensation Committee in 20172019 was, during the last fiscal year, an officer or employee of the Company or formerly an officer of the Company.  In addition, none has had any relationship with the Company of the type that is required to be disclosed under "“Certain Relationships and Related Party TransactionsTransactions.," except Mr. Bonifas as described above.” During 2017,2019, none of our executive officers served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of another entity that had one or more executive officers serving as a member of the board of directors or Compensation Committee of the Company.

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Vote Standard for Bylaw Amendments

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Our certificate of incorporation and bylaws authorize our board of directors to adopt, amend or repeal our bylaws by a majority vote. In addition, under Delaware law, our stockholders also have the power to adopt, amend or repeal our bylaws. Under our bylaws, such an action would require a majority of the shares having voting power present in person or represented by proxy at the meeting.

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Stockholder Communications with the Board; Nomination and Proposal ProceduresOur Directors

            Stockholder Communications with Directors.Our stockholders may contact any member of the board of directors (including our Chairman or Lead Independent Director), or the board as a whole, through theour Corporate Secretary, either in person, in writing by mail at 37 South River Street, Aurora, Illinois 60507, or by e-mail toat corporatesecretary@oldsecond.com.  Any such communication should indicate whether the sender is an Old Second stockholder. The address for submitting communications to the board by mail is 37 South River Street, Aurora, Illinois 60507.  Any communication will be forwarded promptly to the board as a group or to the attention of athe specified director per your request, except for communicationsrequest. Communications that are primarilypersonal grievances, commercial in naturesolicitations,  customer complaints, incoherent, or relatedobscene will not be communicated to an improperour board or irrelevant topic.any director or committee of our board.

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Stockholder Proposals and Director Nominations

Stockholder Nominations of Directors.    In order forUnder our certificate of incorporation a stockholder nominee to be consideredmay  nominate a  candidate for election  at a stockholder meeting by the Nominating and Corporate Governance Committee to be its nominee and included in our proxy statement, the nominating stockholder must file agiving written notice, of the proposed director nomination withdelivered to or mailed, to our Corporate Secretary, at 37 South River Street, Aurora, Illinois 60507, not fewer than 14 days nor more than 60 days before any meeting of the above address, at least 120stockholders called for the election of directors.  If notice of the meeting is given to stockholders less than 21 days prior tobefore the date of the meeting, such written nomination must be delivered or mailed, as prescribed, to our Corporate Secretary, not later than the close of business on the seventh day following the day on which notice of the previous year's proxy statementmeeting was mailed to stockholders. Nominationsstockholders Each written nomination must includeset forth (a) the full name, age, business address and, if known, residence address of each nominee proposed in such written nomination; (b) the proposedprincipal occupation or employment of each such nominee and a brief description offor the proposed nominee's business experience for at least the previouspast five years and as to(c) the stockholder giving the notice, his or her name and address, and the class and number of shares of our  capital stock beneficially owned by that stockholder. All submissions must be accompaniedeach such nominee and by the  written consent ofnominating stockholder.

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Stockholder Proposal at the proposed nomineeMeeting. A stockholder seeking to be named as a nominee and to serve as a director if elected. The committee may request additional information in order to make a determination as to whether to nominate the person for director.

            In accordance with our Certificate of Incorporation, a stockholder may otherwise nominate a director for election to the boardpresent any business at an annual meeting of stockholders by giving timelymust submit a notice in writing to our Corporate Secretary, at the address provided above. To be timely, stockholder nominations must be made in writing, delivered37 South River Street, Aurora, Illinois 60507, on or mailed by first class United States mail, postage prepaid, to our Corporate Secretary not fewer thanbefore 60 days nor more than 90 days prior toin advance of the first anniversary date of the previous year’s annual meeting, and all business so stated, proposed and filed will, unless prior year'saction thereon is required by the board, be considered at the annual meeting. Each written nomination must set forth (i)Any stockholder may make any other proposal at the name, age, business addressannual meeting and residential addressthe same may be discussed and considered, but unless stated in writing and filed with the Corporate Secretary on or before 60 days in advance of the nominee; (ii) the principal occupation or employment of such person; (iii) the class and number of shares of the Company's stock which are beneficially owned by such person on the date of such stockholder notice; and (iv) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D under the Exchange Act and pursuant to Regulation 14A under the Exchange Act. The nominating stockholder must also provide certain information regarding his, her or itself including (a) the name and address, as they appear on the Company's books, of such stockholder and the name and principal business or residential address of any other beneficial stockholders known by such stockholder to support the nominees; and (b) the class and number of shares of Old Second's stock which are beneficially owned by the stockholder on thefirst anniversary date of the stockholder notice.previous year’s annual meeting, such proposal may only be voted on at a meeting held at least 30 days after the annual meeting at which it is presented. No other proposal made by stockholders may be acted upon at the annual meeting.

            In the event that a stockholder nominates an individual to serve as a director in accordance with our bylaws and the applicable federal and state laws, the Committee shall evaluate the individual to determine whether the individual satisfies the qualification criteria and determine whether the individual will be nominated by the Committee to serve on the board.​

            Other Stockholder Proposals.Proposals in Our Proxy Statement    To. This year, our annual meeting, which is usually held in May, was rescheduled to August 18, 2020, due to the ongoing developments with respect to the public health impacts of COVID-19.  However, we intend to resume holding our annual meeting in mid-May beginning in 2021.  Under SEC rules, for a stockholder’s proposal to be considered for inclusionincluded in our proxy statement and formproxy card for the 2021 Annual Meeting of proxy relating to our 2019 annual meeting of stockholders, the proposing stockholderStockholders, you must file a written notice of the proposal with our Corporate Secretary, at 37 South River Street, Aurora, Illinois 60507, not less than 120 calendar days before the above address, by December 14, 2018,date of our proxy statement released to stockholders in connection with the previous year’s annual meeting, or March 19, 2021, and must otherwise comply with the rules and regulations set forth by the SecuritiesSEC. However, if the date of next year’s annual meeting is changed by more than 30 days from the date of this year’s meeting, then the deadline is a reasonable time before we begin to print and Exchange Commission.

send our proxy materials.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 30, 2018,June 26, 2020, by each director or nominee for director, by each named executive officer, by all of our directors, director nominees and executive officers as a group, and each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Old Second Bancorp, Inc., 37 South River Street, Aurora, Illinois 60507.  Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.  We have based our calculation of the percentage of beneficial ownership on 29,747,07829,589,341 shares of common stock outstanding as of March 30, 2018.June 26, 2020.  Beneficial ownership has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if he or she has or shares voting power or investment power with respect to such securities or has the right to acquire beneficial ownership of securities within 60 days of March 30, 2018.June 26, 2020.

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*

Denotes ownership of less than 1%.

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Consists of 41,800 shares held in a brokerage account. Excludes 33,000 shares subject to restricted stock unit awards that are currently unvested and that are not deemed to be shares beneficially owned by Mr. Adams.

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Consists of: (i) 7,062 shares held in Mr. Bonifas' name alone; (ii) 142,068 shares held in a brokerage account; and (iii) 1,500 shares subject to stock options that are currently exercisable or are exercisable within 60 days of February 21, 2018. Excludes 6,500 shares subject to restricted stock unit awards that are currently unvested and that are not deemed to be shares beneficially owned by Mr. Bonifas.

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Financial and Operational Performance.During our fiscal year ending December 31, 2017,2019, we continued our emphasis on sustaining profitability and growth as primary objectives.growth.  Specific accomplishments in 20172019 that directly impacted those objectives include:

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Reduction in classified assets to $31.7 million in 2017 from $37.0 million in 2016;



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Net income of $39.5 million for 2019, compared to $34.0 million for 2018; and

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An efficiency ratio of 61.44% in 2019, compared to 63.14% for 2018.

Overview of $23.1 millionPerformance Metrics. In 2019, our Compensation Committee selected, among others, corporate performance metrics for 2017 compared to $17.0 million for 2016;



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Commercial loan growth of 9.7% in 2017 compared to 2016; and



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Efficiency ratio of 61.40% at year-end 2017, improving from 66.78% at year-end 2016.

Overview of Our Executive Compensation Programs.The Company and the Bank share an executive management team, the members of which are compensated by the Bank rather than the Company.team.  The compensation packages of theour named executive officers are determined and approved by our Compensation Committee based uponon their performance and roles for both the Company and the Bank.

            The Company and the BankWe are committed to paying for performance.  This commitment is reflected by the significant portion of our named executive officers'officers’ compensation that is provided through performance-based programs. Our executive compensation programs evolve and are adjusted over time to support theour business goals of the Company and the Bank and to promote both near- and long-term profitable growth.  Total compensation for each named executive officer varies with performance in achieving financial and nonfinancial objectives.

Accordingly, our executive compensation, particularly metrics for the organization'sour short-term incentive plans, focused on the following goals and accountabilities: our and the Bank's net income growth; the Bank's loan growth; asset-credit quality risk reduction and a reduction in classified assets; cost savings initiatives; and specific profit center performance.  These metrics were prudently designed to contain and minimize risk while at the same time emphasizing growth and profitability.

Say-on-Pay.    We receivedAt our 2019 annual meeting, approximately 77%97.4% of the votes cast on the say-on-pay proposal were in supportfavor of approving  the compensation of our named executive compensation program during the 2017 annual stockholders meeting. We, ourofficers.  Our board and the Compensation Committee pay careful attention to communications received from stockholders regarding executive compensation, including the non-binding advisoryresults of the say-on-pay vote.  The Compensation Committee believes that these voting results reflect strong confidence in our board to exercise good judgement in structuring thoughtful executive compensation programs that benefit our stockholders.  We considered the result of the 20172019 advisory vote on executive compensation but not for specific 20172019 compensation decisions.  Based on this consideration and the other factors described in this CD&A, the Compensation Committee did not alter the policies or structure for named executives'executives’ compensation for 2017.2019.

Objectives of Our Compensation Program

The goal of our compensation program is to align the interests of management with those of our stockholders while minimizing undue risk-taking.  The Compensation Committee has designed our executive compensation program in a manner that does not provide our executives with incentives to engage in business activities or other behavior that would threaten our value or the investments of our stockholders.

The executive compensation program is intended to accomplish the following objectives:

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pay for performance;



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pay for performance;

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tie equity compensation to long-term value creation for our stockholders;

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align the financial interests of our named executive officers with those of our stockholders;

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maintain a corporate environment that encourages stability and a long-term focus for both us and our management;

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Below we summarize certain governance practices we have implemented to drive performance and those we

have not implemented because we do not believe they would serve our stockholders’ long-term value creation for our stockholders;

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Elements of Compensation

Our named executive officers'officers’ compensation program consists of four main components: (i)(a) base salary, (ii)(b) annual cash incentive, (iii)incentives, (c) equity awards, and (iv)(d) additional benefits.

The Compensation Committee'sCommittee’s decisions regarding each of the components for the named executive officers are based in part on the Compensation Committee'sCommittee’s subjective judgment and take into accountconsider qualitative and quantitative factors, as discussed below.  In reviewing an executive officer'sofficer’s compensation, the Compensation Committee considers and evaluates all components of the officer'sofficer’s total compensation package.  This involves reviewing base salary, bonus,bonus/cash incentives, equity incentive equity awards, perquisites, participation in our non-qualified executive plans, participation in our 401(k) plan and any other payments, awards or benefits that an officer earns.  Additionally, the Compensation Committee takes into consideration any amounts an executive officer is entitled to upon retirement, termination or a change-in-control event.

The following overview explains the structure and rationale of the elements of compensation used for 2017.2019.

Base Salary.The Compensation Committee believes that base compensation should offer security to each executive sufficient to maintain a stable management team and environment.  In order to provide such stability, the Compensation Committee uses salaries to make up the largest portion of the named executives' compensation. In establishing an executive officer'sofficer’s initial base salary the Compensation Committee considers, among other things, the executive'sexecutive’s level of responsibility, prior experience, breadth of knowledge, the competitive salary practices at peer companies, internal performance objectives, education, internal pay equity, potential bonus and equity awards, level of benefits and perquisites and the tax deductibility of base salary.

The Compensation Committee reviews salaries of the named executive officers on an annual basis.  As with all of its decisions regarding compensation levels, when reviewing salaries the Compensation Committee considers the levels of all aspects and components of the officer'sofficer’s compensation, including the individual'sindividual’s potential bonus and equity awards as well as the level of benefits and perquisites offered.  All of these factors are considered on a subjective basis in the aggregate, and none of the factors is accorded a specific weight.

Annual Cash Incentives.The Compensation Committee believes that annual cash incentive compensation is an integral component of our total compensation program that links executive decision-making and performance with our annual strategic objectives.  We use this component to focus management on the achievement of corporate financial goals while considering the mitigation of any risks which may affect our overall financial performance.

            For 2017,In February  2019, the Compensation Committee continued a non-equity officer incentive compensation plan (the "Incentive Plan") forestablished performance metrics under the Old Second Bancorp, Inc. Executive Annual Incentive Plan, which we refer to as our named executive officers.“Incentive Plan.” Under the Incentive Plan, as soon as practicable at the beginning of each fiscal year, the committee,Compensation Committee, in consultation with our Chief Executive Officer, selects key performance objectives, which will be used to determine the actual incentive cash payment to be awarded to our executive officers upon the achievement of the selected performance objectives.  Generally speaking, performance targets are set so that improvement in a performance objective is necessary in order to receive any or all of the incentive award with respect to that objective.  In addition, under the Incentive Plan, in order to be eligible for a cash incentive payment with respect to a particular year, the executive must also meet the expectations of his position during such year.

Maximum incentive opportunities are capped under the Incentive Plan to avoid encouraging excessive risk-taking and to avoid any focus on maximizing short-term results at the expense of our long-term soundness.

Equity Awards.The Compensation Committee believes that senior management equity ownership effectively aligns the interests of senior management with those of our stockholders.  Accordingly, we have implemented equity-based incentives to both encourage our management'smanagement’s long-term service and give management a more direct interest in our future success.  Our currentThe equity incentive plan in effect in 2019, which was approved by our stockholders in 2014on May 21, 2019 (the "Equity“Equity Incentive Plan"Plan”), authorizes the issuance of up to 975,000 shares of our common stock, including the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights.

All awards are at the discretion of the Compensation Committee and are generally subjective in nature.  In determining the number of equity awards to be granted to executive officers, the Compensation Committee considers individual and corporate performance goals and achievement as measured by those goals, the executive'sexecutive’s position and his or her ability to affect profits and stockholder value, as well as the level of awards granted to individuals with similar positions at our peer organizations.  Because of the nature of equity awards, the Compensation Committee also evaluates prior awards of stock options and restricted stock and takes into accountconsiders the overall wealth accumulation of a given executive officer through such awards.

            PursuantAs discussed below in “Analysis of 2019 Compensation—Long-Term Equity Compensation,” in 2019, the Compensation Committee granted our named executive officers service-based restricted stock units that are subject to a formal equity compensation policy, all equity grants are finalizedthree-year cliff vesting.  In

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addition, with respect to Mr. Eccher, Mr. Adams and Mr. Collins, in 2018, the beginning of each calendar year. This allows for a more complete review ofCompensation Committee awarded performance-based restricted stock units subject to specified performance conditions to be measured over the full priorthree year when making equity awards as well as coordinating the granting of equity awards to a time when there is less likelihood of there being existing material, non-public information, as the grants will normally be made after the public release of our financial information for the prior year.period ending December 31, 2020.

Additional Benefits

Retirement Benefits.We sponsor a tax-qualified 401(k) savings plan and trust intended to be qualified under Section 401(k) of the Internal Revenue Code.  Virtually all employees are eligible to

participate after meeting certain age and service requirements.  Eligible employees are permitted to contribute up to a dollar limit set by law. Participants can choose between several different investment options under the 401(k) plan, including shares of our common stock.

During 2017,2019, we provided a matching contribution on elective deferrals to eligible participants in an amount equal to 100% of the first 3% of each participant's salary.participant’s contributions, and 50% of the next 2% of the participant’s contributions.  There is also a profit-sharing portion of the 401(k) plan which provides for an annual discretionary contribution to the retirement account of each employee based in part on our profitability in a given year and on each participant'sparticipant’s annual compensation.  The contribution amount granted each year is on a discretionary basis and there is no set formula used by the Compensation Committee. For 2017,2019, the Compensation Committee elected not to make a discretionary profit sharing contribution.

Deferred Compensation.We sponsor an executive deferred compensation plan (the "Executive“Executive Deferred Compensation Plan"Plan”), which provides a means for certain executives to voluntarily defer all or a portion of their salary and/or bonus, if any, without regard to the statutory limitations applicable to tax-qualified plans, such as our 401(k) plan.  The Executive Deferred Compensation Plan provides for participant deferrals, company matching contributions and discretionary employer profit-sharing contributions.  A company matching contribution is credited to the plan on behalf of a participant when the participant elects to defer the maximum amount permitted under the 401(k) plan (including catch-up contributions, if applicable) and keeps that level of deferral for the entire plan year.  The company matching contribution is an amount up to 3%, provided at least a 6% deferral was met, of the participant'sparticipant’s combined base salary and bonuses, less any matching contribution paid to the 401(k) plan on the participant'sparticipant’s behalf.  The determination of whether a profit-sharing contribution is made and in what amount is entirely at the Compensation Committee'sCommittee’s discretion and there is no set formula.  Participants are permitted to make hypothetical investments with respect to their account balances.  The participants may select such hypothetical investments from an array of publicly-traded mutual funds that are held in an insurance company separate account.  Participants may elect to receive their Executive Deferred Compensation Plan balance in a lump sum or in installments.  Participants may make a withdrawal from the plan during their employment in the event of hardship as approved by the plan'splan’s administrator.  The plan is administered through an independent service provider. Messrs. Eccher, Cheatham, Collins, Adams, and Gottschalk currently have account balances under the Executive Deferred Compensation Plan.

Perquisites and Other Benefits.We provide general and customary benefit programs to executive officers and other employees.  Benefits offered to executives are intended to serve a different purpose than base salary, bonus, cash incentive and equity incentive awards.  While the benefits offered are competitive with the marketplace and help attract and retain executives, the benefits also provide financial security for employees for retirement as well as in the event of illness, disability or death.  The benefits we offer to executive officers are generally those offered to other employees with some variation to promote tax efficiency and replacement of benefit opportunities lost to regulatory limits although there are some additional perquisites that may only be offered to executive officers.  Because of the nature of the benefits offered, the Compensation Committee normally does not adjust the level of benefits offered on a year-to-year basis.  We will continue to offer benefits, the amount of which shall be determined from time-to-time in the sole discretion of the Compensation Committee.

The following table summarizes the benefits and perquisites we do and do not provide as well as identifies those employees that may be eligible to receive them:

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It is our belief that perquisites for executive officers should be very limited in scope and value.  Due to this philosophy, we have generally provided very nominal benefits to executives that are not available to full-time employees, and we plan to continue this approach in the future.  We do provide country club memberships to certain executives and managers in the ordinary course of business to give them the opportunity to bring in and recruit new business opportunities.  These individuals are eligible to use the club membership for their own personal use.  Additionally, we provide Messrs. Eccher, Adams, Collins and Pilmer with an automobile allowance to enable them to visit our banking locations on a regular basis as well as to call on our customers.  We have disclosed the value of all perquisites to named executive officers in the Summary Compensation Table even if they fall below the disclosure thresholds under the SEC rules.  We will continue to offer perquisites, the amount of which shall be determined from time-to-time in the sole discretion of the Compensation Committee.

Severance and Change in Control Arrangements

Employment Agreements and Compensation and Benefits Assurance Agreements.Under his employment agreement, we provide Mr. Eccher with certain "double trigger"“double trigger” severance benefits in the event of his involuntary termination following a change in control, as well as salary continuation following certain other involuntary terminations.  We have also entered into Compensation and Benefits Assurance Agreements with each of our other named executive officers which also provide "double trigger"“double trigger” severance benefits in the event of a qualifying termination following a change in control.  We believe these agreements help us recruit and retain executives with the experience, skills, knowledge and background needed to achieve our business goals and strategy.  For a detailed description of the severance and change in control benefits applicable to our named executive officers, see the discussion below under "Potential“Potential Payments Upon Termination or Change in Control."”

            Retirement and Release Agreement with Mr. Cheatham.    On March 15, 2017, in connection with his retirement, we entered into a retirement and release agreement with Mr. Cheatham that provides for certain payments and other benefits. For a detailed description of the retirement agreement, see the discussion below under "Potential Payments Upon Termination or Change in Control."

Acceleration of Equity Awards.All employees, including our named executive officers, who receive equity awards under our Equity Incentive Plan will immediately vest in any unvested equity awards held by such employees upon the occurrence of a change in control if (i)(a) the equity plan and the respective awards are not assumed by the surviving entity or (ii)(b) the plan and the respective awards are assumed by the surviving entity but the individual is terminated without cause or resigns for good reason.  Additionally, under the terms of the Employment Agreement and Assurance Agreements noted above and described in

greater detail below, all equity awards held by a named executive officer will become vested and exercisable upon a qualifying termination following a change in control.

No Tax Gross-Ups.We do not provide excise tax gross-ups on benefits under any change in control provisions or other agreements.  All of our named executive officers currently have employment agreements or Compensation and Benefits Assurance Agreements that provide that in the event the officer would be subject to excise tax for any amounts payable under such agreement, the amounts to be paid will be reduced to such lesser extent that would result in no portion of such amounts being subject to excise taxes.

Compensation Process

The Compensation Committee has overall responsibility for evaluating the compensation plans, policies and programs relating to our executive officers.  Further, as required by guidance issued by the Federal Reserve and other financial institution regulatory agencies, and the SEC'sSEC’s guidance regarding risk associated with compensation arrangements (each as described more fully below), the Compensation Committee is also responsible for a more expansive risk review with respect to the compensation plans, policies and programs maintained for our employees.

During 2017,2019, the Compensation Committee convened in February.February, May and December. Mr. Ladowicz, as Chairman of the Compensation Committee, also met, as needed, with internal staff members to compile compensation information for this proxy statement.  The Compensation Committee also met in February 20182020 to approve salaries, incentive plans and performance metrics for 20182020, as well as approving officer incentives earned during 2017.2019.

Role of Compensation Consultant.The Compensation Committee'sCommittee’s charter gives it the authority to delegate its responsibility to members or subcommittees of the Compensation Committee.  Also, the charter gives the Compensation Committee the authority to hire outside consultants to further its objectives and responsibilities.  In prior years, the Compensation Committee has retained ChaseCompGroup LLC to provide services in connection with a review and analysis of compensation paid to our named executive officers and board of directors.  In keeping with the Compensation Committee'sCommittee’s philosophy of comparing our compensation with that of the localcompetitive marketplace on an annual basis, the Compensation Committee retained ChaseCompGroup LLC in 20172019 to provide an updated market analysis of our executive compensation program.  In 2019, the Compensation Committee also engaged McLagan Partners, Inc. for select executive compensation analysis, including executive compensation review, incentive plan review, and peer group review.

Role of Executive Officers.The Compensation Committee relies upon the input of management, when carrying out its responsibilities in establishing executive compensation.  The Compensation Committee relies on Mr. Eccher'sEccher’s input in establishing

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compensation for our named executive officers other than himself.  Management provides the Compensation Committee with evaluations as to employee performance, guidance on establishing performance targets and objectives and recommends salary levels and equity awards.  The Compensation Committee also consults with management on matters that are relevant to executive compensation and benefit plans where board or stockholder action is expected, including the adoption of new plans or the amendment of existing plans.  Finally, the Compensation Committee consults with our management, specifically the Bank's SeniorBank’s Chief Risk Officer, in completing the risk review with respect to employee compensation plans. A risk review was performed in June 2017.  No executive officer participates in any recommendation, discussion or decision regarding his or her own compensation.

Peer Group.Market pay practices are one of many factors we consider in setting executive pay levels and designing compensation programs. Information on pay levels and practices is gathered forfrom a group of publicly traded companies selected based on their business focus, scope and location of operations, size and other considerations.  The Company'sOur peer group of 1623 financial institutions was jointly presented by ChaseCompGroup LLC and management and approved by the Compensation Committee.  The group is

periodically reviewed, with changes made to reflect merger and acquisition activity, financial situation and development, and other considerations.  The institutions included in the peer group for 2019 include:

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Analysis of 20172019 Compensation

This section describes the decisions made by the Compensation Committee with respect to the compensation for our named executive officers for 2017.2019.

Base Salary.We annually review the base salaries of the named executive officers to determine whether or not they will be adjusted, as described above.  The salaries for 2017,2019, determined by the Compensation Committee at the beginning of 2017,2019, are set forth in the Summary Compensation Table below. In determining base salary levels, we generally considered the following:

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the compensation philosophy and guiding principles described above;



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the general economic factors in the financial industry beyond our control and the financial performance of the Company compared to our peers;



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the experience and industry knowledge of our named executive officers and the quality and effectiveness of their leadership;



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all of the components of executive compensation, including annual cash incentives, equity awards, retirement and death benefits, as well as other benefits and perquisites; and



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internal pay equity among our executives.

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The following table details the base salary of our named executive officers for the periods presented.  In early 2018,

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For 2019, the Compensation Committee determinedmodestly increased the base salaries for our named executive officers for 2018. In determining the base salaries for 2018, we considered the same general factors discussed above including the general slowdown of the economy and growth in our earnings, return on average assets and overall assets.

            For 2017 and 2018, the Compensation Committee increased Mr. Eccher's base salary by 9.1% and 5.0%, respectively, based on overall company and his individual performance. Mr. Pilmer also received merit increases in base salary of 8.9%Mr. Eccher, Mr. Adams, Mr. Collins and 3.0%Mr. Pilmer based on our overall corporate performance, including the successful completion of our merger with ABC Bank, and each officer’s own individual performance. In addition, Mr. Pilmer’s increase also related to growth in 2017commercial loans and commercial treasury management. Mr. Gottschalk’s base salary declined in 2019 compared to 2018 respectively, due primarily to commercial loan growth.commensurate with a change in his responsibilities.

Annual Cash Incentive Payments.As discussed above, under our Incentive Plan, the Compensation Committee, in consultation with our Chief Executive Officer, selects key performance objectives, which will be used to determine the actual incentive cash payment to be awarded to our executive officers upon the achievement of the selected performance objectives.  In addition, under the Incentive Plan, the Compensation Committee also determines each executive officer'sofficer’s target incentive opportunity, expressed as a percentage of base salary.

For 2017,2019, the Compensation Committee set the target potential incentive payment, expressed as a percentage of base salary, as follows:

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between threshold, target and maximum performance levels will be interpolated to determine the amount of payment based on relative achievement of the corporate objectives.

            The Compensation Committee also evaluated the department and/or personal performance of Mr. Adams, Mr. Gottschalk and Mr. Pilmer in determining awards under the incentive plan.

How we defined each of these corporate objects is set forth below.

CompanyAdjusted Net Income Growth

Each named executive officer participating in the incentive plan had a portion of their annual incentive tied to this performance objective in 2017.2019.  The Compensation Committee believes that our growth, as measured by our adjusted net income, is an appropriate performance measure because it focuses on our financial performance, which in turn reflectsaffects stockholder value.  The Compensation Committee defined adjusted net income in 2019 as net income, excluding after-tax losses on mortgage servicing rights, after-tax net security gains, and BOLI death benefits. In addition, the Compensation Committee defined a return on average assets (“ROAA”) metric for our performance, defined as net income divided by average assets, as compared to our peer group. The ROAA metric superseded the adjusted net income performance metric if we performed as well as, or better than, the ROAA median of our peer group.

The Compensation Committee applied the following scale to determine how much of the total assigned weight for this performance objective each named executive officer could receive based on our net income:

Our adjusted net income in 40% of the assigned weight being earned.

            Mr. Pilmer had a24

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The commercial loan growth performance objective that was measured based on 20172019 budgeted organic growth, excluding acquired loans, over 20162018 results, in our commercial loan portfolio, as detailed in the following table.

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of net interest income, on a fully tax equivalent basis, and total noninterest income, less net gains and losses on securities and net losses on mortgage servicing rights, and including a tax equivalent adjustment on the increase in the cash surrender value of BOLI.