AGM 2021

May 18, 2021

Slides

Good morning, welcome to the 2021 Annual Stockholders Meeting of Old Second Bancorp, Inc. This is our second virtual meeting and hopefully our last one. I am James Eccher, CEO and President of Old Second Bancorp, Inc. It is my pleasure to welcome you here today for this meeting and to introduce our Chairman, William Skoglund. Good morning. Thank you, Jim, and welcome everyone. Thank you for joining us today. We are excited to be hosting this virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. We have adopted an agenda for this meeting this morning. In accordance with the agenda, we will proceed as follows. Following introductions, I will conduct the official business of the 2021 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand, and participation will be limited to stockholders of record and their proxies. If you wish to participate in this meeting, please follow the instructions on your screen. After the official business, Jim and Brad will provide brief comments on our performance, and we will open the meeting to a question and answer session. Please hold any general questions you may have concerning our operations until that time. We will entertain questions from stockholders of record and their proxies. If you wish to participate in the questions and answer session, please follow the instructions on your screen. Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible and will respond to any unanswered questions on our corporate website shortly after the meeting. It's now shortly after 9:00 A.M. Central Standard Time on May 18th, and this meeting is officially called to order. Besides Jim and myself, I'd like to introduce the other members of the board attending today's meeting. Gary Collins, who is Vice Chairman of Old Second Bancorp, Inc. and Old Second National Bank. Edward Bonifas is Vice President of Alarm Detection Systems, and Edward is the Chairman of our Information Technology Steering Committee. Barry Finn. Barry is a retired President and CEO of Rush Copley Medical Center. Barry is the Lead Director and Chairman of the Nominating and Corporate Governance Committee and an Audit Committee Financial Expert. William Kane. Bill is a general partner of The Label Printers Inc. and Chairman of the Risk Management Committee. John Ladowicz, former Chairman of Heritage Bank and Chairman of the Compensation Committee. One of our new directors from October, Billy Lyons. Billy is a retired examiner from the Office of the Comptroller of the Currency. We also have Hugh McLean. Hugh is a partner of Rock Island Capital LLC. Duane Suitz. Duane is a retired partner from Sikich LLP, and Duane is an Audit Committee Financial Expert. James Tapscott. Jim is a retired partner from McGladrey LLP, and Jim is the Chairman of the Audit Committee and an Audit Committee Financial Expert. We also have Patti Temple Rocks. Patti is a retired Managing Director of Golan. One of our other new directors, Jill York. Jill is a retired CFO from MB Financial. I would also like to introduce Brad Adams, our Executive Vice President and CFO of Old Second National Bank, and Allie Nagy, our Corporate Counsel from Nelson Mullins Riley & Scarborough LLP. We are also joined today here by Plante Moran, LLP, our independent auditors. Finally, the company has appointed Q4 to act as scrutineer. Katt Williams, a scrutineer from Q4, is with us today and has taken the oath of scrutineer earlier today. Gary Collins will serve as our secretary of the meeting and record the proceedings. Gary, will you please review the matters related to the organization of this meeting? Yes. Thank you, Bill. The board of directors approved March 26, 2021, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been presented attesting to the fact that on or about April 16th, 2021, a notice of meeting, proxy statement, and annual report were mailed to all stockholders as of the record date. This affidavit will be filed within minutes of this meeting. I hereby appoint Shirley Cantrell to act as our Inspector of Election. She has signed an oath to act as Inspector of Election, and this oath will be filed with the minutes of this meeting. The stockholder list shows that as of the record date, there were 29,018,637 shares of common stock outstanding and entitled to vote at this meeting. This list is available during the meeting via the web portal if any shareholder wishes to examine it. We are informed by the scrutineer that there are represented in person or by proxy 24,912,760 shares of our common stock, or approximately 85.58% of the voting power on the record date. Since this represents more than a majority of all issued and outstanding shares of common stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Accordingly, this meeting has properly been convened. Okay. Thank you, Gary. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all the proposals have been presented. Proposal one is the election of four class 2 directors. Up for election this year are James Eccher, Barry Finn, Hugh McLean, and James Tapscott, each to serve for a three-year term, which expires at our annual meeting of the stockholders in 2024, and until his successor is duly elected and qualified. Proposal two is a non-binding advisory vote to approve the compensation of our named executive officers as described in the proxy. Proposal three is the approval of the Old Second Bancorp, Inc. 2019 Equity Incentive Plan, as amended and restated, to increase the number of authorized shares of common stock authorized for issuance under the plan by 1,200,000 shares from 600,000 shares to 1,800,000 shares. The last proposal four, is the ratification of the appointment of Plante & Moran, PLLC as our independent registered accounting firm for the fiscal year ending December 31st, 2021. If any stockholders would like to make a comment regarding any of the proposals, please submit your comment through the web portal. Any comments, please go ahead and submit them now. Okay, we have nothing, so we'll go ahead and proceed. It's now 9:08 Central Standard Time, the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the voting button on the web portal and following the instructions there. If you, as a stockholder, have already sent in your proxy or voted via telephone or the internet and do not want to change your vote, you do not need to vote again now. We'll pause for a moment to see if there's any new votes or changes. Okay, looks like everybody's set. Now that everyone has had the opportunity to vote, I now declare the polls for the meeting are closed. Gary, do you have the preliminary voting results? We do. We have been informed by the Scrutineer that the preliminary vote report shows that the nominees for election of the board have been duly elected. The compensation of the named executive officers have been approved by advisory vote. The Old Second Bancorp, Inc. 2019 Equity Incentive Plan, as amended and restated, to increase the number of authorized shares of common stock authorized for issuance under the plan, has been approved. The ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm has been approved. We will be reporting the final vote results in a current report on a Form 8-K to be filed with the SEC within four business days of this meeting. Okay. Thank you, Gary. There being no further business to come before the meeting, the 2021 annual meeting of stockholders of the Old Second National Bank is now adjourned. Now Jim and Brad will each give a brief presentation followed by any questions or answers that you might have. Thank you, Bill, and good morning, and welcome everyone. 2020 was an extraordinary year, a year of global pandemic, a global recession, unprecedented government support, and contested political elections. It was a year in which all of us faced difficult personal experiences in a year of record joblessness. As our company watched the pandemic and economic uncertainty unfold over the year, we remained focused on what Old Second had to do to serve the community. I am proud of what our company and frontline employees achieved. We understand the essential role of banking in a community, the importance of supporting individuals and companies, and for being a source of strength in difficult times. We remained open throughout the pandemic, albeit with limited service at times. Many of our branches closed as a result of a COVID-19 outbreak, only to reopen in many cases with a new staff within 48 to 72 hours. We took and continue to take all the necessary precautions to protect our employees and clients, and I couldn't be more grateful about how everyone has stepped up. As we celebrate a historic year in 2021 with our 150th anniversary, we are planning a more formalized return-to-work plan for the vast majority of our employees in July. Despite the unprecedented challenges, 2020 was a very successful year for Old Second, and we are extremely pleased with the things we accomplished to position us for future growth and the direction the company is heading. Revenues far exceeded expense growth, and returns on equity and assets were both strong on an absolute basis and in comparison to our peers. Loan growth was up nearly 5.4%, primarily due to our active involvement with the government's Paycheck Protection Program. We are continuing to work with our borrowers that have been directly impacted by the pandemic, and we are offering the ability to defer payments as appropriate. We are fortunate that our core lending strength has steered us clear of many of the most impacted industries. Our loan exposure to hospitality, mainly hotels and restaurants, as well as large office, is minimal. More than a year ago, we strategically pulled back on the lending front in a number of areas as credit structures and pricing were not at acceptable risk tolerance levels. We continue to have a strong deposit inflow, and substantial excess liquidity persisted throughout the second half of 2020 and into this year. We continue to purchase securities and other short-term duration investments. This strategy to deploy a portion of the excess liquidity will continue in the short term while being extremely cautious on both duration and credit. Our margin performance declined throughout the year as the Fed aggressively lowered interest rates early in 2020. More recently, however, exclusive of the substantial liquidity inflows and PPP factors, the margin remained relatively stable in the most recent quarter. Other business lines in mortgage banking, wealth management, retail banking, healthcare, and leasing remain very profitable. Good expense control and continued focus on efficiency initiatives is ongoing. We continue to selectively add high-quality salespeople, improve our infrastructure, and remain focused on shareholder return. Our platform is strong, and our momentum continues to build, although we remain very cautious during this pandemic. We started taking the steps in mid-2019 to prepare for an economic slowdown and recession. Our key objectives in 2020 shifted from a growth strategy to more of a defensive strategy as loan pricing and structures became irrational in our markets. Our focus remains primarily on credit quality and efficiency initiatives. As the credit fog slowly lifts, we are strategically looking to grow our franchise both organically and through acquisitions. Our sound operating strategy has allowed us to drive good organic growth while properly managing our capital. We announced a 5% stock buyback in 2020, which is nearly complete and executed at an average purchase price well below tangible book value. In addition, we recently announced an increase to our quarterly dividend to shareholders from $0.01 a share to $0.05 per share. We will continue to be good stewards of capital as we position our company for growth in the years to come. Some of the key highlights for our company in 2020 include a return on average assets of 0.97%, return on average equity of 9.7%, further reductions in our classified or problem assets with levels that are now consistently in line or better than peers. We executed the aforementioned majority of the 5% buyback and a material increase in the quarterly dividend to shareholders. As you've also noticed, over the last 12 months, Old Second stock has appreciated 120%. As I mentioned, loan growth increased approximately 5.4% in 2020 as our appetite for loan growth moderated due to market conditions, and our primary focus was assisting our clients with PPP program. Absent PPP, loan growth was moderate. We are adhering to disciplined underwriting practices and remain focused on adding high-quality full banking relationships. Today, as we look forward to 2021 and beyond, we're moving forward with new initiatives to improve earnings per share. We remain focused on maintaining a strong balance sheet with below-average risk while delivering excellent customer service. Our core deposit franchise is unlike any other in our markets. While it will likely remain underappreciated throughout this prolonged interest rate environment, it will be a source of strength once interest rates begin to rise. We are well-positioned for a difficult interest rate environment, and our momentum is among the strongest of any bank in Chicago. With the recent strong stock price performance for both Old Second and banks more broadly, we remain encouraged with our operating results, confident in our balance sheet, and ready for the challenges ahead. We believe our credit and underwriting has remained disciplined and our funding and capital position is strong. Overall, the team has never been better, and at some point, I remain optimistic that opportunities will be available to improve our footprint. The focus for us is on timing and making sure that we have the balance sheet liquidity and access to capital we need in order to take advantage. Similar to last year, our slide deck presentation will be brief relative to prior years, and it will include some data from March 31st, 2021. I covered many points in the deck already, and we'll move through it quickly and then open it up to questions. If you're following along in the deck, I'm on page 14, historical financial results. You can see the last four years along with the interim 3-31-2021 results. We did surpass $3 billion in assets in 2020 on the strength of about 5.4% loan growth and a massive inflow of stimulus funds that increased our deposits close to 20%. As I mentioned, ROA and ROE continue to be very strong relative to our peer group. We're operating in the top quartile. Efficiency ratios, we're targeting 60% or below. We're in really good shape there. All capital ratios are in good shape. We're considered very well capitalized, and expenses remain well controlled. Non-performers ticked up a little bit in 2020, but have also declined most recently at March 31st, 2021. On to the next page is our focus on quality loan growth. You can see loan growth decline 3.7% in the first quarter, primarily due to 294 PPP loans that were forgiven in the quarter. We've also seen line utilization contraction for most of our corporate borrowers, as many of our borrowers are flush with liquidity and working down excess cash. We adopted CECL on January 1st, 2020. Despite minimal losses in the recent years from loan charge-offs, the adoption of CECL required an increase to the allowance for credit losses in anticipation of an economic downturn due to the COVID-19 pandemic. Recently, due to more favorable economic projections, as of March 31st, $3 million of the provision for credit losses was reversed in the first quarter. Our total ACL loans was $31 million at 3/31/2021. In addition, $3.5 million of ACL and unfunded commitments was within other liabilities. Credit remains very stable. I'm on page 16 now. You can see non-performers ticked down in the most recent quarter. Other real estate owned is down to really a handful of properties, down to $2.2 million. Our special assets groups continues to do a good job of working that portfolio down. Following page highlights our core earnings stability, balance sheet growth, and cost of funds improvement continues to be a strength for the franchise. Expenses remain well controlled. Core earnings are relatively strong over this time period. Fee income streams, I'll talk about that momentarily, remains very strong, led by our mortgage banking group and above average returns from wealth management or treasury management group. Page 18 highlights our fee income diversification. We're very proud of this. We generally have been running between 25% and 30% of all of our revenues that come from fee income sources. You can see 2020, we were at 28%. Most recent quarter is about almost 32%, again, on the strength of strong mortgage banking results and wealth management returns. Touch briefly on our core deposit franchise on slide 20. This continues to be a cornerstone for our franchise. We believe our long-term customer relationships drives our strong deposit base. You can see 68% of our clients have been with the bank 10 years or longer, which is remarkable. Cost of funds at 12 basis points does give us pricing power in our market, and 86% of our deposits now are considered core relative to where we were in 2010. We're continuing to make great strides in building our core deposit franchise. Our strategic focus continues to be much what it was last year. We want to continue to generate organic loan growth when the time is right, continue to improve our efficiencies through stable expense management, increase and diversify our fee income. We want to continue to remain focused on credit quality and obviously continue to strengthen our core deposit franchise. Lastly, we will continue to look for strategic acquisition opportunities when the timing is right. In closing, our board of directors is committed to continuing our progress to deliver and enhance long-term shareholder value. I want to especially thank all of our employees who really drive results on a daily basis. The relationships they have built over the years and the support they deliver on a daily basis has created a very special and valuable franchise. We also appreciate the loyalty and support of all of our shareholders, and a special thank you to our board of directors for their guidance and commitment to our company. At this time, we would like to open things up for stockholder questions. Please note, we will attempt to answer as many questions as time allows in accordance with the annual meeting's rules of conduct, which are pertinent to the company and the meeting matters. Any questions that we do not get to will be addressed on our company website. I'll pause and open it up to questions at this point. Nothing coming in. At this point, we have no questions. We will consider the meeting adjourned, and we will talk to you next year. Thank you.