| | | | | 3 | | | |
| | | | | 9 | | | |
| | | | | 15 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 55 | | | |
| | | | | 55 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 64 | | |
| | |
Female
|
| | | | | | | |
Male
|
| ||||||
Total Number of Directors
|
| | | | | | | | | | 10 | | | | | | | | |
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 2 | | | | | | | | | | | | 8 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | 0 | | | | | | | | | | | | 1 | | |
Asian
|
| | | | 0 | | | | | | | | | | | | 1 | | |
White
|
| | | | 2 | | | | | | | | | | | | 6 | | |
| | |
Female
|
| | | | | | | |
Male
|
| ||||||
Total Number of Directors
|
| | | | | | | | | | 10 | | | | | | | | |
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 2 | | | | | | | | | | | | 8 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | 0 | | | | | | | | | | | | 1 | | |
Asian
|
| | | | 0 | | | | | | | | | | | | 1 | | |
White
|
| | | | 2 | | | | | | | | | | | | 6 | | |
Name (Age)
|
| |
Director
Since |
| |
Positions with First Busey and Principal
Occupation for the Past Five Years |
|
Samuel P. Banks (69) | | | 2020 | | | Mr. Banks served as the Executive Director of the Don Moyer Boys & Girls Club in Champaign, Illinois from May 2012 until June 30, 2021 and again from July 2022 to March 2023. Prior to joining the Boys and Girls Club in 2012, he served as President and Chief Executive Officer of Glenwood Academy in the Chicago area and Cunningham Children’s Home in Urbana, Illinois, providing decades of leadership for two of the oldest and most notable youth development and community service organizations in Illinois. Currently, Mr. Banks is an active mentor at local elementary schools and remains active with the Champaign County Community Coalition, addressing issues of mental health, community violence, youth interventions and law enforcement relations. Prior to joining the board of directors of First Busey, Mr. Banks served as a director of Busey Bank since 1994. We have determined that Mr. Banks is “independent” under the rules of Nasdaq. | |
Name (Age)
|
| |
Director
Since |
| |
Positions with First Busey and Principal
Occupation for the Past Five Years |
|
George Barr (69) | | | 2017 | | | Mr. Barr is an attorney at the law firm of George Barr & Associates, and president and owner of The Barr Group, P.C., a real estate management and development company. Mr. Barr served as director and Chairman of the board of First Community Financial Partners, Inc. from 2006 until its merger with First Busey in 2017. We have determined that Mr. Barr is “independent” under the rules of Nasdaq. | |
Stanley J. Bradshaw (66) | | | 2016 | | | Mr. Bradshaw is the principal of Bradshaw Capital Management, LLC, an asset management and advisory firm serving institutional investors and eleemosynary organizations. Mr. Bradshaw served as Chairman of the board of Pulaski Financial Corp. from 2006 until its merger with First Busey in 2016. Mr. Bradshaw has also been a director of Triad Business Bank based in Greensboro, North Carolina since February 2020. We have determined that Mr. Bradshaw is “independent” under the rules of Nasdaq. | |
Michael D. Cassens (50) | | | 2019 | | | Mr. Cassens is an Associate Professor in the School of Visual and Media Arts at the University of Montana, where he has taught Computer Science and Game Development for over 20 years. He has also worked for the past 20 years as an independent software developer for companies such as Microsoft and Intel along with a variety of small to medium-sized businesses. Mr. Cassens served as a director of TheBANK of Edwardsville and The Banc Ed Corp. from 2003 until The Banc Ed Corp.’s merger with First Busey in 2019. We have determined that Mr. Cassens is “independent” under the rules of Nasdaq. | |
Van A. Dukeman (65) | | | 2007 | | | Mr. Dukeman is Chairman and Chief Executive Officer of First Busey, as well as the Chairman and Chief Executive Officer of Busey Bank. Mr. Dukeman also serves as a director of FirsTech, Inc. (“FirsTech”). Mr. Dukeman served as the President and Chief Executive Officer of Main Street Trust, Inc. prior to its merger in 2007 with First Busey. | |
Name (Age)
|
| |
Director
Since |
| |
Positions with First Busey and Principal
Occupation for the Past Five Years |
|
Karen M. Jensen (64) | | | 2019 | | | Ms. Jensen is a registered professional engineer and serves as President and Chief Executive Officer of Farnsworth Group, Inc., a national full-service engineering, architecture and survey firm. Ms. Jensen served as a director of Busey Bank from March 2018 until her appointment to the First Busey board in September 2019 and as a director of South Side Trust & Savings Bank from June 2011 until its merger with Busey Bank in March 2018. We have determined that Ms. Jensen is “independent” under the rules of Nasdaq. | |
Frederic L. Kenney (65) | | | 2018 | | | Mr. Kenney is an attorney and Director of Christy- Foltz, Inc., Foltz, Inc. and Decatur Construction Services, Inc. Mr. Kenney served as an Associate General Counsel for Archer Daniels Midland (“ADM”) in Decatur, Illinois, from 2001 to December 2018. Until his appointment to the First Busey board in 2018, Mr. Kenney served as a director of Busey Bank or its predecessors since 1995. We have determined that Mr. Kenney is “independent” under the rules of Nasdaq. | |
Stephen V. King (62) | | | 2013 | | | Mr. King is a founding partner of Prairie Capital, L.P., a private equity firm. Mr. King also serves on the boards of directors of several of Prairie Capital’s portfolio companies and several other privately held companies across a variety of industries. We have determined that Mr. King is “independent” under the rules of Nasdaq. | |
Gregory B. Lykins (76) | | | 2007 | | | Mr. Lykins is Vice Chairman of First Busey and a director of Busey Bank. Mr. Lykins served as the Chairman of First Busey from 2009 until 2020 and Chairman of Main Street Trust, Inc. prior to its merger in 2007 with First Busey. Mr. Lykins is also co-founder of Armory Capital, LLC, a family office investment company that invests in private enterprises in multiple industries, and serves on the boards of directors of several of its portfolio companies. Mr. Lykins was also previously an employee of First Busey in a senior advisory role until June 30, 2022. | |
Name (Age)
|
| |
Director
Since |
| |
Positions with First Busey and Principal
Occupation for the Past Five Years |
|
Cassandra R. Sanford (49) | | | 2022 | | | Ms. Sanford is Co-Founder/Chief Executive Officer of KellyMitchell Group, a technology consulting company founded in 1998 that focuses on matching qualified IT professionals with top organizations nationwide. Prior to joining the board of directors of First Busey in 2022, Ms. Sanford served as a director of Busey Bank since 2021. Ms. Sanford is also a licensed attorney by the Missouri Bar Association and serves as a board member of numerous organizations, including Boy Scouts of Greater St. Louis, Women’s Business Development Center of Chicago, the Regional Business Council and Mercy Hospital St. Louis. In addition, she serves on the United Way of Greater St. Louis’ Board of Directors and Executive Committee and on the Executive Committee of the Women’s Business Development Center of Chicago, and also serves as Chair of the Technology Committee for The Magic House. We have determined that Ms. Sanford is “independent” under the rules of Nasdaq. | |
Name(1)
|
| |
Fees Earned and
Paid in Cash ($) |
| |
Stock Awards
($)(2)(3) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
Samuel P. Banks
|
| | | $ | 54,000 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 123,500 | | |
George Barr
|
| | | $ | 54,000 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 123,500 | | |
Stanley J. Bradshaw
|
| | | $ | 73,000 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 142,500 | | |
Michael D. Cassens
|
| | | $ | 62,050 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 131,550 | | |
Karen M. Jensen
|
| | | $ | 54,000 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 123,500 | | |
Frederic L. Kenney
|
| | | $ | 72,375 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 141,875 | | |
Stephen V. King
|
| | | $ | 60,500 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 130,000 | | |
Gregory B. Lykins
|
| | | $ | 63,875 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 133,375 | | |
Cassandra R. Sanford
|
| | | $ | 54,000 | | | | | $ | 69,500 | | | | | | — | | | | | $ | 123,500 | | |
| | |
Common Stock
Beneficially Owned |
| |||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Owned |
| |
Percentage of
Outstanding Shares |
| ||||||
Board of Directors: | | | | | | | | | | | | | |
Samuel P. Banks(1)
|
| | | | 27,744 | | | | | | * | | |
George Barr(2)
|
| | | | 233,357 | | | | | | * | | |
Stanley J. Bradshaw(3)
|
| | | | 425,219 | | | | | | * | | |
Michael D. Cassens(4)
|
| | | | 142,104 | | | | | | * | | |
Van A. Dukeman(5)
|
| | | | 428,477 | | | | | | * | | |
Karen M. Jensen(6)
|
| | | | 50,711 | | | | | | * | | |
Frederic L. Kenney(7)
|
| | | | 187,420 | | | | | | * | | |
Stephen V. King(8)
|
| | | | 192,552 | | | | | | * | | |
Gregory B. Lykins(9)
|
| | | | 1,829,143 | | | | | | 3.3% | | |
Cassandra R. Sanford(10)
|
| | | | 13,452 | | | | | | * | | |
Other Named Executive Officers: | | | | | | | | | | | | | |
Jeffrey D. Jones(11)
|
| | | | 96,614 | | | | | | * | | |
Amy L. Randolph(12)
|
| | | | 106,857 | | | | | | * | | |
John J. Powers(13)
|
| | | | 129,644 | | | | | | * | | |
Monica L. Bowe(14)
|
| | | | 49,773 | | | | | | * | | |
Robin N. Elliott
|
| | | | 108,491 | | | | | | | | |
All Directors and Current Executive Officers as a Group (15 Persons)
|
| | | | 3,922,062 | | | | | | 7.1% | | |
| | |
Common Stock
Beneficially Owned |
| |||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Owned |
| |
Percentage of
Outstanding Shares |
| ||||||
Other Beneficial Owners of More than 5% of Our Common Stock:
|
| | | | | | | | | | | | |
BlackRock, Inc.(15)
55 East 52nd Street New York, NY 10055 |
| | | | 4,663,932 | | | | | | 8.4% | | |
Dimensional Fund Advisors LP(16)
6300 Bee Cave Road, Building One Austin, TX 78746 |
| | | | 3,278,444 | | | | | | 5.9% | | |
The Vanguard Group(17)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 2,943,012 | | | | | | 5.3% | | |
Name
|
| |
Position (as of the end of fiscal 2023)
|
|
Van A. Dukeman | | | Chairman and Chief Executive Officer | |
Jeffrey D. Jones | | | Executive Vice President, Chief Financial Officer | |
Amy L. Randolph | | | Executive Vice President, Chief Operating Officer | |
John J. Powers | | | Executive Vice President, General Counsel | |
Monica L. Bowe | | | Executive Vice President, Chief Risk Officer | |
Robin N. Elliott(1) | | | Former President & Chief Executive Officer, Busey Bank; Former President & Chief Executive Officer, FirsTech, Inc.(1) | |
Compensation Element
|
| |
Form
|
| |
Purpose
|
|
Base Salary | | | Cash | | | Base Salary, which is reviewed annually, is intended to offer each executive security through consistent compensation at market levels of pay based on the executive’s responsibilities, experience, and historic performance and allow First Busey to maintain a stable management team. | |
Annual Cash Incentives | | | Cash | | | Annual Cash Incentives motivate our executives through performance-based pay to achieve First Busey key priorities including asset quality, profitability, and customer satisfaction. Payouts are determined by corporate and individual performance. | |
Equity Awards | | | PSUs | | | PSUs, which are RSUs that will vest only to the extent specific objectives or relative financial, stock price or other goals are met, incentivize our executives to achieve objectives and goals that are considered important to First Busey’s overall success. | |
Equity Awards | | | RSUs | | | RSUs link the interests of our executives to stockholders by tying a portion of our executives’ compensation to the long-term value of First Busey’s stock and also serve as a valuable retention tool. | |
Benefits & Perquisites | | | | | | Participation in all-employee plans helps meet each executive’s health, welfare and retirement needs. | |
|
What We Do
|
|
|
✓
Heavy emphasis on variable (“at-risk”) compensation
|
|
|
✓
Annual incentives based on objective measures
|
|
|
✓
Clawback policy
|
|
|
✓
Stock ownership guidelines, including stock ownership policy and insider trading policy
|
|
|
✓
Independent compensation consultant
|
|
|
✓
Equity awards with performance objectives
|
|
|
✓
Equity awards with objectives based on relative performance
|
|
|
What We Don’t Do
|
|
|
X
No significant perquisites
|
|
|
X
No cash dividends on unvested shares
|
|
|
X
No option backdating or repricing
|
|
|
X
No hedging of shares
|
|
|
X
No guaranteed annual bonuses for NEOs
|
|
|
1st Source Corporation (SRCE)
|
| |
BancFirst Corporation (BANF)
|
| |
Community Bank System, Inc. (CBU)
|
|
|
Enterprise Financial Services Corp (EFSC)
|
| |
FB Financial Corporation (FBK)
|
| |
First Bancorp
(FBNC) |
|
|
First Commonwealth Financial Corporation (FCF)
|
| |
First Financial Bancorp (FFBC)
|
| |
First Merchants Corporation (FRME)
|
|
|
Heartland Financial USA, Inc. (HTLF)
|
| |
Home BancShares, Inc. (HOMB)
|
| |
National Bank Holdings Corporation (NBHC)
|
|
|
NBT Bancorp Inc.
(NBTB) |
| |
Nicolet Bancshares, Inc. (NIC)
|
| |
Northwest Bancshares, Inc. (NWBI)
|
|
|
Origin Bancorp, Inc.
(OBK) |
| |
Park National Corporation (PRK)
|
| |
Renasant Corporation (RNST)
|
|
|
S&T Bancorp, Inc.
(STBA) |
| |
Seacoast Banking Corporation of Florida (SBCF)
|
| |
ServisFirst Bancshares, Inc. (SFBS)
|
|
|
Trustmark Corporation (TRMK)
|
| |
WesBanco, Inc.
(WSBC) |
| | | |
|
1st Source Corporation (SRCE)
|
| |
BancFirst Corporation (BANF)
|
| |
Community Bank System, Inc. (CBU)
|
|
|
Enterprise Financial Services Corp (EFSC)
|
| |
FB Financial Corporation (FBK)
|
| |
First Bancorp
(FBNC) |
|
|
First Commonwealth Financial Corporation (FCF)
|
| |
First Financial Bancorp (FFBC)
|
| |
First Financial Banchshares (FFIN)
|
|
|
First Merchants Corporation (FRME)
|
| |
Heartland Financial USA, Inc. (HTLF)
|
| |
Home BancShares, Inc. (HOMB)
|
|
|
National Bank Holdings Corporation (NBHC)
|
| |
NBT Bancorp Inc.
(NBTB) |
| |
Nicolet Bancshares, Inc. (NIC)
|
|
|
Park National Corporation (PRK)
|
| |
Peoples Bancorp, Inc.
(PEBO) |
| |
QCR Holdings, Inc.
(QCRH) |
|
|
Renasant Corporation
(RNST) |
| |
S&T Bancorp, Inc.
(STBA) |
| |
Seacoast Banking Corporation of Florida (SBCF)
|
|
|
ServisFirst Bancshares, Inc. (SFBS)
|
| |
Trustmark Corporation (TRMK)
|
| |
WesBanco, Inc.
(WSBC) |
|
Executive Officer
|
| |
2022
Salary |
| |
2023
Salary |
| |
%
Change |
| |||||||||
Van A. Dukeman
|
| | | $ | 725,000 | | | | | $ | 725,000 | | | | | | 0.0% | | |
Jeffrey D. Jones
|
| | | $ | 430,000 | | | | | $ | 445,000 | | | | | | 3.5% | | |
Amy L. Randolph
|
| | | $ | 405,000 | | | | | $ | 420,000 | | | | | | 3.7% | | |
John J. Powers
|
| | | $ | 365,000 | | | | | $ | 375,000 | | | | | | 2.7% | | |
Monica L. Bowe
|
| | | $ | 325,000 | | | | | $ | 350,000 | | | | | | 7.7% | | |
Robin N. Elliott
|
| | | $ | 465,000 | | | | | $ | 480,000 | | | | | | 3.2% | | |
Measure
|
| |
Type
|
| |
Threshold
Goal |
| |
Below Target
|
| |
Slightly
Below Target |
| |
Target
Goal |
| |
Above Target
|
| |
Maximum
Goal |
| |
Goal
Weighting |
|
Core Earnings Per Share(1)
|
| |
Absolute
|
| |
<$2.38
|
| |
$2.38+
|
| |
With Interpolation
|
| |
$2.72
|
| |
With Interpolation
|
| |
$2.86+
|
| |
35%
|
|
Asset Quality Ratio(2)
|
| |
Relative Percent
Rank |
| |
<25%
|
| |
≥25% – 34.99%
|
| |
≥35% – 44.99%
|
| |
≥45% – 54.99%
|
| |
≥55% – 74.99%
|
| |
≥75%
|
| |
25%
|
|
Non-Bank Revenue(3)
|
| |
Absolute
|
| |
<$77.6MM
|
| |
$77.6MM+
|
| |
With Interpolation
|
| |
$83.8MM
|
| |
With Interpolation
|
| |
$89.8MM+
|
| |
30%
|
|
Net Promoter Score(4)
|
| |
Relative Percent
Rank |
| |
<25%
|
| |
≥25% – 34.99%
|
| |
≥35% – 44.99%
|
| |
≥45% – 54.99%
|
| |
≥55% – 74.99%
|
| |
≥75%
|
| |
3.4%
|
|
Gallup Engagement Score(5)
|
| |
Relative Percent
Rank |
| |
<25%
|
| |
≥25% – 34.99%
|
| |
≥35% – 44.99%
|
| |
≥45% – 54.99%
|
| |
≥55% – 74.99%
|
| |
≥75%
|
| |
3.3%
|
|
Regulatory Ratings(6)
|
| |
Absolute
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3.3%
|
|
CEO Payout Opportunity
|
| | | | |
0%
|
| |
50%
|
| |
87.5%
|
| |
125%
|
| |
137.5%
|
| |
150%
|
| | | |
NEO Payout Opportunity
|
| | | | |
0%
|
| |
50%
|
| |
87.5%
|
| |
100%
|
| |
112.5%
|
| |
125%
|
| | | |
Measure
|
| |
Type
|
| |
Goal
Weighting |
| |
Goal
Achievement |
| |
CEO
Multiplier |
| |
NEO
Multiplier |
| |||||||||
Core Earnings Per Share
|
| | Absolute | | | | | 35% | | | |
Below Threshold
|
| | | | 0.0% | | | | | | 0.0% | | |
Asset Quality Ratio
|
| |
Relative Percent Rank
|
| | | | 25% | | | |
Maximum
|
| | | | 150.0% | | | | | | 125.0% | | |
Non-Bank Revenue
|
| | Absolute | | | | | 30% | | | |
Slightly Below
Target |
| | | | 84.8% | | | | | | 73.2% | | |
Net Promoter Score
|
| |
Relative Percent Rank
|
| | | | 3.4% | | | |
Maximum
|
| | | | 150.0% | | | | | | 125.0% | | |
Gallup Engagement Score
|
| |
Relative Percent Rank
|
| | | | 3.3% | | | |
Maximum
|
| | | | 150.0% | | | | | | 125.0% | | |
Regulatory Ratings
|
| | Absolute | | | | | 3.3% | | | |
Above Target
|
| | | | 137.5% | | | | | | 112.5% | | |
Calculated Bonus as a
% of Salary |
| | | | | | | | | | | | | | | | 77.5% | | | | | | 65.3% | | |
Executive Officer
|
| |
Base Salary
|
| |
Calculated
Bonus as a % of Salary |
| |
Cash Annual
Incentive |
| |||||||||
Van A. Dukeman
|
| | | $ | 725,000 | | | | | | 77.5% | | | | | $ | 561,875 | | |
Jeffrey D. Jones
|
| | | $ | 445,000 | | | | | | 65.3% | | | | | $ | 290,585 | | |
Amy L. Randolph
|
| | | $ | 420,000 | | | | | | 65.3% | | | | | $ | 274,260 | | |
John J. Powers
|
| | | $ | 375,000 | | | | | | 65.3% | | | | | $ | 244,875 | | |
Monica L. Bowe
|
| | | $ | 350,000 | | | | | | 65.3% | | | | | $ | 228,550 | | |
Robin N. Elliott
|
| | | $ | 480,000 | | | | | | 65.3% | | | | | $ | 313,440 | | |
Executive Officer
|
| |
PSUs (50%)(1)
|
| |
RSUs (50%)
|
| |
Total (100%)
|
| |||||||||
Van A. Dukeman
|
| | | $ | 425,000 | | | | | $ | 425,000 | | | | | $ | 850,000 | | |
Jeffrey D. Jones
|
| | | $ | 225,000 | | | | | $ | 225,000 | | | | | $ | 450,000 | | |
Amy L. Randolph
|
| | | $ | 187,500 | | | | | $ | 187,500 | | | | | $ | 375,000 | | |
John J. Powers
|
| | | $ | 150,000 | | | | | $ | 150,000 | | | | | $ | 300,000 | | |
Monica L. Bowe
|
| | | $ | 125,000 | | | | | $ | 125,000 | | | | | $ | 250,000 | | |
Robin N. Elliott(2)
|
| | | $ | 237,500 | | | | | $ | 237,500 | | | | | $ | 475,000 | | |
2023 – 2025 Relative Rank (Total Stockholder Return) |
| |
Payout*
(% of Target Shares) |
|
Less than 40th Percentile
|
| |
0%
|
|
40th Percentile < 60th Percentile
|
| |
50% – 100%
|
|
60th Percentile < 75th Percentile
|
| |
100% – 160%
|
|
75th Percentile or Greater
|
| |
160%
|
|
2023 – 2025 (Core Return on average Tangible Common Equity) |
| |
Payout*
(% of Target Shares) |
| |||
Less than 11%
|
| | | | 0% | | |
11% – 11.99%
|
| | | | 50% | | |
12% – 12.99%
|
| | | | 75% | | |
13% – 13.99%
|
| | | | 100% | | |
14% – 14.99%
|
| | | | 125% | | |
15% or Greater
|
| | | | 160% | | |
Executive Officer
|
| |
2023 Salary
|
| |
2024 Salary
|
| |
% Change
|
| |||||||||
Van A. Dukeman
|
| | | $ | 725,000 | | | | | $ | 795,000 | | | | | | 9.7% | | |
Jeffrey D. Jones
|
| | | $ | 445,000 | | | | | $ | 495,000 | | | | | | 11.2% | | |
Amy L. Randolph
|
| | | $ | 420,000 | | | | | $ | 495,000 | | | | | | 17.9% | | |
John J. Powers
|
| | | $ | 375,000 | | | | | $ | 385,000 | | | | | | 2.7% | | |
Monica L. Bowe
|
| | | $ | 350,000 | | | | | $ | 385,000 | | | | | | 10.0% | | |
Executive Officer
|
| |
PSUs (50%)(1)
|
| |
RSUs (50%)
|
| |
Total (100%)
|
| |||||||||
Van A. Dukeman
|
| | | $ | 475,000 | | | | | $ | 475,000 | | | | | $ | 950,000 | | |
Jeffrey D. Jones
|
| | | $ | 237,500 | | | | | $ | 237,500 | | | | | $ | 475,000 | | |
Amy L. Randolph
|
| | | $ | 237,500 | | | | | $ | 237,500 | | | | | $ | 475,000 | | |
John J. Powers
|
| | | $ | 175,000 | | | | | $ | 175,000 | | | | | $ | 350,000 | | |
Monica L. Bowe
|
| | | $ | 175,000 | | | | | $ | 175,000 | | | | | $ | 350,000 | | |
2024 – 2026 Relative Rank (Total Stockholder Return) |
| |
Payout*
(% of Target Shares) |
|
Less than 40th Percentile
|
| |
0%
|
|
40th Percentile < 60th Percentile
|
| |
50% – 100%
|
|
60th Percentile < 75th Percentile
|
| |
100% – 160%
|
|
75th Percentile or Greater
|
| |
160%
|
|
2024 – 2026 (Core Return on average Tangible Common Equity) |
| |
Payout*
(% of Target Shares) |
| |||
Less than 11%
|
| | | | 0% | | |
11% – 11.99%
|
| | | | 50% | | |
12% – 12.99%
|
| | | | 75% | | |
13% – 13.99%
|
| | | | 100% | | |
14% – 14.99%
|
| | | | 125% | | |
15% or Greater
|
| | | | 160% | | |
Participant
|
| |
Target ownership level
|
|
Directors | | | 5x annual cash retainer fees | |
Chief Executive Officer | | | 3x annual salary | |
All other NEOs | | | 2x annual salary | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||
Van A. Dukeman
Chairman and Chief Executive Officer |
| | | | 2023 | | | | | $ | 725,000 | | | | | | — | | | | | $ | 841,181 | | | | | $ | 561,875 | | | | | $ | 51,103 | | | | | $ | 2,179,159 | | |
| | | 2022 | | | | | $ | 720,192 | | | | | | — | | | | | $ | 857,155 | | | | | $ | 864,200 | | | | | $ | 52,920 | | | | | $ | 2,494,467 | | | ||
| | | 2021 | | | | | $ | 694,231 | | | | | | — | | | | | $ | 840,813 | | | | | $ | 542,500 | | | | | $ | 38,996 | | | | | $ | 2,116,540 | | | ||
Jeffrey D. Jones
Chief Financial Officer |
| | | | 2023 | | | | | $ | 442,115 | | | | | | — | | | | | $ | 445,329 | | | | | $ | 290,585 | | | | | $ | 27,475 | | | | | $ | 1,205,504 | | |
| | | 2022 | | | | | $ | 429,039 | | | | | | — | | | | | $ | 453,779 | | | | | $ | 437,310 | | | | | $ | 25,304 | | | | | $ | 1,345,432 | | | ||
| | | 2021 | | | | | $ | 419,231 | | | | | | — | | | | | $ | 445,131 | | | | | $ | 276,250 | | | | | $ | 23,826 | | | | | $ | 1,164,438 | | | ||
Amy L. Randolph
Executive Vice President, Chief Operating Officer |
| | | | 2023 | | | | | $ | 417,115 | | | | | | — | | | | | $ | 371,094 | | | | | $ | 274,260 | | | | | $ | 26,673 | | | | | $ | 1,089,142 | | |
| | | 2022 | | | | | $ | 404,038 | | | | | | — | | | | | $ | 378,149 | | | | | $ | 411,885 | | | | | $ | 24,923 | | | | | $ | 1,218,995 | | | ||
| | | 2021 | | | | | $ | 394,231 | | | | | | — | | | | | $ | 370,947 | | | | | $ | 260,000 | | | | | $ | 23,559 | | | | | $ | 1,048,737 | | | ||
John J. Powers
Executive Vice President, General Counsel |
| | | | 2023 | | | | | $ | 373,077 | | | | | | — | | | | | $ | 296,899 | | | | | $ | 244,875 | | | | | $ | 38,830 | | | | | $ | 953,681 | | |
| | | 2022 | | | | | $ | 364,039 | | | | | | — | | | | | $ | 302,519 | | | | | $ | 371,205 | | | | | $ | 36,376 | | | | | $ | 1,074,139 | | | ||
| | | 2021 | | | | | $ | 357,692 | | | | | | — | | | | | $ | 296,762 | | | | | $ | 234,000 | | | | | $ | 34,502 | | | | | $ | 922,956 | | | ||
Monica L. Bowe(4)
Executive Vice President, Chief Risk Officer |
| | | | 2023 | | | | | $ | 345,192 | | | | | | — | | | | | $ | 247,382 | | | | | $ | 228,550 | | | | | $ | 28,185 | | | | | $ | 849,309 | | |
Robin N. Elliott(5)
Former President & Chief Executive Officer, Busey Bank; Former President & Chief Executive Officer, FirsTech, Inc. |
| | | | 2023 | | | | | $ | 477,115 | | | | | | — | | | | | $ | 470,047 | | | | | $ | 313,440 | | | | | $ | 41,073 | | | | | $ | 1,301,675 | | |
| | | 2022 | | | | | $ | 464,039 | | | | | | — | | | | | $ | 479,006 | | | | | $ | 472,905 | | | | | $ | 35,025 | | | | | $ | 1,450,975 | | | ||
| | | 2021 | | | | | $ | 457,692 | | | | | | — | | | | | $ | 469,867 | | | | | $ | 299,000 | | | | | $ | 23,705 | | | | | $ | 1,250,264 | | |
Name
|
| |
Fair Value of
2023 PSU Award at Maximum Performance |
| |||
Van A. Dukeman
|
| | | $ | 665,875 | | |
Jeffrey D. Jones
|
| | | $ | 352,520 | | |
Amy L. Randolph
|
| | | $ | 293,756 | | |
John J. Powers
|
| | | $ | 235,024 | | |
Monica L. Bowe
|
| | | $ | 195,827 | | |
Robin N. Elliott
|
| | | $ | 372,087(a) | | |
Name
|
| |
Life and
Disability Insurance |
| |
Employer
Contributions to Retirement Plans(a) |
| |
Wellness
Benefits |
| |
Total
All Other Compensation |
| ||||||||||||
Van A. Dukeman
|
| | | $ | 20,098 | | | | | $ | 22,930 | | | | | $ | 8,075 | | | | | $ | 51,103 | | |
Jeffrey D. Jones
|
| | | $ | 4,545 | | | | | $ | 22,930 | | | | | | — | | | | | $ | 27,475 | | |
Amy L. Randolph
|
| | | $ | 3,743 | | | | | $ | 22,930 | | | | | | — | | | | | $ | 26,673 | | |
John J. Powers
|
| | | $ | 15,900 | | | | | $ | 22,930 | | | | | | — | | | | | $ | 38,830 | | |
Monica L. Bowe
|
| | | $ | 4,960 | | | | | $ | 22,930 | | | | | $ | 295 | | | | | $ | 28,185 | | |
Robin N. Elliott
|
| | | $ | 3,921 | | | | | $ | 22,930 | | | | | $ | 14,222 | | | | | $ | 41,073 | | |
Name
|
| |
Type of
Award(1) |
| |
Grant Date
|
| |
Estimated Future Payouts
under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
under Equity Incentive Plan Awards(3) |
| |
All
Other Stock Awards: Number of Shares of Stock or Units (#)(4) |
| |
Grant
Date Fair Value of Stock Awards ($)(5) |
| ||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||
Van A. Dukeman
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 362,500 | | | | | $ | 906,250 | | | | | $ | 1,087,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,793 | | | | | $ | 425,009 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 10,397 | | | | | | 20,793 | | | | | | 33,269 | | | | | | — | | | | | $ | 416,172 | | | ||
Jeffrey D. Jones
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 222,500 | | | | | $ | 445,000 | | | | | $ | 556,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,008 | | | | | $ | 225,004 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,504 | | | | | | 11,008 | | | | | | 17,613 | | | | | | — | | | | | $ | 220,325 | | | ||
Amy L. Randolph
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 210,000 | | | | | $ | 420,000 | | | | | $ | 525,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,173 | | | | | $ | 187,496 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,587 | | | | | | 9,173 | | | | | | 14,677 | | | | | | — | | | | | $ | 183,598 | | | ||
John J. Powers
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 187,500 | | | | | $ | 375,000 | | | | | $ | 468,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,339 | | | | | $ | 150,009 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,670 | | | | | | 7,339 | | | | | | 11,742 | | | | | | — | | | | | $ | 146,890 | | | ||
Monica L. Bowe
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 175,000 | | | | | $ | 350,000 | | | | | $ | 437,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,115 | | | | | $ | 124,991 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,058 | | | | | | 6,115 | | | | | | 9,784 | | | | | | — | | | | | $ | 122,392 | | | ||
Robin N. Elliott(6)
|
| |
Annual Incentive
|
| |
March 7, 2023
|
| | | $ | 240,000 | | | | | $ | 480,000 | | | | | $ | 600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
RSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,619 | | | | | $ | 237,492 | | | ||
|
PSUs
|
| |
March 22, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,810 | | | | | | 11,619 | | | | | | 18,590 | | | | | | — | | | | | $ | 232,554 | | |
| | |
Stock Awards(1)
|
| |||||||||||||||||||||
Name
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| ||||||||||||
Van A. Dukeman
|
| | | | 158,212 | | | | | $ | 3,926,822 | | | | | | 43,959 | | | | | $ | 1,091,062 | | |
Jeffrey D. Jones
|
| | | | 63,554 | | | | | $ | 1,577,410 | | | | | | 23,272 | | | | | $ | 577,611 | | |
Amy L. Randolph
|
| | | | 69,799 | | | | | $ | 1,732,411 | | | | | | 19,394 | | | | | $ | 481,359 | | |
John J. Powers
|
| | | | 55,838 | | | | | $ | 1,385,899 | | | | | | 15,514 | | | | | $ | 385,057 | | |
Monica L. Bowe
|
| | | | 35,308 | | | | | $ | 876,345 | | | | | | 12,930 | | | | | $ | 320,923 | | |
Robin N. Elliott
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Number of Shares
Vested (#)(1) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||
Van A. Dukeman
|
| | | | 35,589 | | | | | $ | 779,557 | | |
Jeffrey D. Jones
|
| | | | 2,588 | | | | | $ | 64,234 | | |
Amy L. Randolph
|
| | | | 12,709 | | | | | $ | 279,772 | | |
John J. Powers
|
| | | | 11,318 | | | | | $ | 248,489 | | |
Monica L. Bowe
|
| | | | 5,747 | | | | | $ | 142,942 | | |
Robin N. Elliott
|
| | | | 16,463 | | | | | $ | 362,204 | | |
Name
|
| |
Type of
Payment |
| |
Involuntary
Termination (No Change in Control)(1) |
| |
Termination
Due to Disability or Death |
| |
Qualifying
Retirement(5) |
| |
Involuntary
Termination (Change in Control)(1)(6) |
| |
Voluntary
Termination (Change in Control) |
| |
Change in
Control (No Termination) |
| ||||||||||||||||||
Van A. Dukeman
|
| |
Cash Severance Payment
|
| | | $ | 1,602,400 | | | | | $ | 1,602,400 | | | | | | — | | | | | $ | 4,807,200 | | | | | $ | 4,807,200 | | | | | | — | | |
| Life, Health & Disability | | | | $ | 22,075 | | | | | $ | 22,075 | | | | | | — | | | | | $ | 66,225 | | | | | $ | 66,225 | | | | | | — | | | ||
|
Acceleration of Equity Awards(2)
|
| | | $ | 1,064,502 | | | | | $ | 4,851,908 | | | | | $ | 3,391,438 | | | | | $ | 5,017,884 | | | | | $ | 947,369 | | | | | $ | 947,369 | | | ||
| Gross-Up Payment(3) | | | | | — | | | | | | — | | | | | | — | | | | | $ | 2,183,137 | | | | | | — | | | | | | — | | | ||
Jeffrey D. Jones
|
| |
Cash Severance Payment
|
| | | $ | 1,172,895 | | | | | $ | 290,585 | | | | | | — | | | | | $ | 2,055,205 | | | | | | — | | | | | | — | | |
| Health | | | | $ | 12,778 | | | | | | — | | | | | | — | | | | | $ | 19,167 | | | | | | — | | | | | | — | | | ||
|
Acceleration of Equity Awards(2)
|
| | | | — | | | | | $ | 2,067,139 | | | | | | — | | | | | $ | 2,155,006 | | | | | | — | | | | | | — | | | ||
Amy L. Randolph
|
| |
Cash Severance Payment
|
| | | $ | 1,106,145 | | | | | $ | 274,260 | | | | | | — | | | | | $ | 1,938,030 | | | | | | — | | | | | | — | | |
| Health(4) | | | | $ | 284 | | | | | | — | | | | | | — | | | | | $ | 426 | | | | | | — | | | | | | — | | | ||
|
Acceleration of Equity Awards(2)
|
| | | | — | | | | | $ | 2,140,547 | | | | | | — | | | | | $ | 2,213,771 | | | | | $ | 417,959 | | | | | $ | 417,959 | | | ||
John J. Powers
|
| |
Cash Severance Payment
|
| | | $ | 991,080 | | | | | $ | 244,875 | | | | | | — | | | | | $ | 1,737,285 | | | | | | — | | | | | | — | | |
| Health | | | | $ | 8,873 | | | | | | | | | | | | — | | | | | $ | 13,310 | | | | | | — | | | | |
|
—
|
| | ||
|
Acceleration of Equity Awards(2)
|
| | | | — | | | | | $ | 1,712,422 | | | | | $ | 1,196,974 | | | | | $ | 1,770,997 | | | | | $ | 334,355 | | | | | $ | 334,355 | | | ||
Monica L. Bowe
|
| |
Cash Severance Payment
|
| | | $ | 909,075 | | | | | $ | 228,550 | | | | | | — | | | | | $ | 1,589,600 | | | | | | — | | | | | | — | | |
| Health | | | | $ | 7,870 | | | | | | | | | | | | — | | | | | $ | 11,805 | | | | | | — | | | | | | — | | | ||
|
Acceleration of Equity Awards(2)
|
| | | | — | | | | | $ | 1,148,411 | | | | | | — | | | | | $ | 1,197,224 | | | | | | — | | | | | | — | | |
Year | | | SCT Total for CEO | | | Compensation Actually Paid to CEO(1) | | | Average SCT Total for Other NEOs | | | Average Compensation Actually Paid to Other NEOs(1) | | | Value of $100 Initial Fixed Investment Based on TSR(2) | | | Value of $100 Initial Fixed Investment Based on 10-K/A Peer Group TSR(3) | | | Net Income ($000’s) | | | Company Selected Measure – Earnings Per Share | | ||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2023 | | |||
Summary Compensation for CEO | | | | $ | | | |
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | | | | $ | ( | | |
Addition for the Fair Value of Equity Awards Granted and Related Dividend Equivalents during the year that Remain Outstanding and Unvested as of Year-End | | | | $ | | | |
Addition for the Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End and Related Dividend Equivalents | | | | $ | | | |
Addition for the Change in Fair Value of Awards Granted in Prior Years that Vested during Year and Dividends Paid | | | | $ | ( | | |
Compensation Actually Paid to CEO | | | | $ | | |
| | | 2023 | ||||
Average Summary Compensation for NEOs | |||||||
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | |||||||
Addition for the Fair Value of Equity Awards Granted and Related Dividend Equivalents during the year that Remain Outstanding and Unvested as of Year-End | |||||||
Addition for the Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End and Related Dividend Equivalents | |||||||
Addition for the Change in Fair Value of Awards Granted in Prior Years that Vested during Year and Dividends Paid | |||||||
Addition for the Change in Fair Value of Awards that were Forfeited during Year | |||||||
Average Compensation Actually Paid to NEOs | | | |||||
NEOs included in Average Summary Compensation and average compensation actually paid | | ||||||
Amy L. Randolph John J. Powers Monica L. Bowe(a) Robin N. Elliott | | | | | | | |
| | |
2023
|
| |
% of
Total Fees |
| |
2022
|
| |
% of
Total Fees |
| ||||||||||||
Audit Fees(1)
|
| | | $ | 859,250 | | | | | | 100% | | | | | $ | 922,325 | | | | | | 100% | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Fees
|
| | | $ | 859,250 | | | | | | 100% | | | | | $ | 922,325 | | | | | | 100% | | |