DEF 14A of First Busey Corp /NV/, Apr 18, 2025

DEF 14A of First Busey Corp /NV/

Filed Apr 18, 2025 · FY20240000314489-25-000150

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS During 2024 and through February 28, 2025, the board of directors consisted of 10 directors. As set forth in the Bylaw Amendment and effective as of the Effective Time on March 1, 2025, the board of directors was increased in size to 13 members consisting of eight legacy First Busey or Busey Bank directors (the “Legacy Busey Directors”) and five legacy CrossFirst directors (the “Legacy CrossFirst Directors”) (one of whom, Rodney K. Brenneman, was appointed lead independent director). Effective as of the Effective Time on March 1, 2025, the composition of the board of directors of First Busey is identical to the board of directors of Busey Bank. The board of directors, upon the recommendation of the Nominating Committee, has nominated our 13 current directors named below (including eight Legacy Busey Directors and five Legacy CrossFirst Directors) for election as directors at the 2025 Annual Meeting for a term expiring at the 2026 Annual Meeting of Stockholders or until their successors have been duly elected and are qualified. It is intended that the proxies received in response to this solicitation will be voted for the election of the 13 persons so nominated, unless otherwise specified. If, for any reason, any nominee becomes unavailable for election or declines to serve, persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the board of directors. No circumstances are presently known which would render a nominee named herein unavailable. Set forth below under “Nominees” is certain biographical information concerning each nominee for director, including principal occupation and age. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years.

  2. Required Stockholder Vote for Election of Directors

    Required Stockholder Vote for Election of Directors Subject to First Busey’s majority voting policy discussed on page 8, directors are elected by a plurality and the 13 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of First Busey. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. The compensation paid to our non-employee directors is designed to be commensurate with the considerable time commitments, requisite skill set and the many responsibilities and risks of being a director of a public company of First Busey’s size, complexity and profile. Our non-employee directors are compensated based on their respective levels of board participation and responsibilities, including service on board committees. Our non-employee directors regularly engage with our senior management and meet with our stockholders throughout the year to better understand their perspectives. Our employee directors do not receive separate compensation for serving as directors of First Busey. Additionally, our directors do not receive separate compensation for serving as a director of CrossFirst Bank or Busey Bank.

  4. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  5. 2024 Non-Employee Director Compensation Table

    | Name1 | Fees Earned and Paid in Cash ($) | Stock Awards ($)2, 3 | All Other Compensation ($) | Total ($) | | Samuel P. Banks4 | $55,500 | $72,992 | $— | $128,492 | | George Barr4 | $55,500 | $72,992 | $— | $128,492 | | Stanley J. Bradshaw | $74,500 | $72,992 | $— | $147,492 | | Michael D. Cassens | $63,200 | $72,992 | $— | $136,192 | | Karen M. Jensen | $55,500 | $72,992 | $— | $128,492 | | Frederic L. Kenney | $74,500 | $72,992 | $— | $147,492 | | Stephen V. King | $62,000 | $72,992 | $— | $134,992 | | Gregory B. Lykins4 | $66,000 | $72,992 | $— | $138,992 | | Cassandra R. Sanford4 | $55,500 | $72,992 | $— | $128,492 |

  6. 2024 Non-Employee Director Compensation Table

    ___________________________________________ 1.As our Chairman and Chief Executive Officer, Mr. Dukeman receives no additional compensation for service on the board of directors. His compensation is included in the “Compensation of Named Executive Officers” section of this proxy statement. 2.The amounts set forth in the “Stock Awards” column reflect the grant date fair value of DSUs granted during 2024 valued in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock. The assumptions used in calculating these amounts are set forth in Note 16 to our audited financial statements for our fiscal year ended December 31, 2024. 3.The aggregate number of DSUs not vested at December 31, 2024, for each director was as follows:

  7. 2024 Non-Employee Director Compensation Table

    | Name | Non-Vested DSUs | | Samuel P. Banks | 3,126 | | George Barr | 3,126 | | Stanley J. Bradshaw | 3,126 | | Michael D. Cassens | 3,126 | | Karen M. Jensen | 3,126 | | Frederic L. Kenney | 3,126 | | Stephen V. King | 3,126 | | Gregory B. Lykins | 3,126 | | Cassandra R. Sanford | 3,126 |

  8. 2024 Non-Employee Director Compensation Table

    4.Resigning Director.

  9. 2024 Compensation Highlights

    2024 Compensation Highlights •Base Salaries — The Compensation Committee approved base salary increases for each of our NEOs effective February 25, 2024. These increases were made after considering input from Pearl Meyer, the Compensation Committee’s independent compensation consultant, and First Busey’s senior management, except with respect to our Chief Executive Officer, whose salary was determined solely in the Compensation Committee’s discretion after considering input from Pearl Meyer. Our Chief Executive Officer’s salary was last increased in 2022. For more information regarding the Compensation Committee’s consideration of the views of our senior management in setting compensation, please see the heading “Role of Executive Officers in Compensation Decisions” below. •Annual Cash Incentive Plan — The Compensation Committee approved the formulation for the 2024 annual cash incentive plan, which was substantially similar to the 2023 annual cash incentive plan, except that the Compensation Committee made the following changes to the metrics to ensure that the 2024 annual cash incentive plan reinforced current corporate priorities: (a) a change to the Asset Quality Ratio target range from 45-54.99% to 50-59.99%; (b) an increase in the Core Earnings Per Share weighting from 35% to 40%; and (c) a decrease in the Non-Bank Revenue weighting from 30% to 25%. 1 For information on non-GAAP financial measures, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Non-GAAP Financial Information.” 2 For segment level financial information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. •Equity Incentive Compensation — The Compensation Committee recommended, and the board granted, PSUs and RSUs to our NEOs in the same proportions as the 2023 grants, with 50% consisting of PSUs and 50% consisting of RSUs, and approved performance measures with respect to PSUs that were substantially similar to the performance measures with respect to the 2023 PSU grants. PSUs and RSUs granted in 2024 were subject to the terms and conditions of the Merger Agreement, and certain PSUs granted in 2024 were modified in connection with the Merger, as described in more detail under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger-Treatment of Outstanding Equity Awards Upon the Merger” below.

  10. Components of Total Compensation

    | 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 and profitability. 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 | | Availability of competitive employee plans helps meet each executive’s health, welfare and retirement needs. |

  11. Executive Compensation Policies and Practices

    | What We Do | | | ✓ | Heavy emphasis on variable (“at-risk”) compensation | | ✓ | Annual incentives based on objective measures | | ✓ | Clawback policy that is compliant with SEC and Nasdaq rules | | ✓ | 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 | | | Œ | No significant perquisites | | Œ | No cash dividends on unvested shares | | Œ | No option backdating or repricing | | Œ | No hedging of shares | | Œ | No guaranteed annual bonuses for NEOs |

  12. Compensation Process

    The Compensation Committee does not utilize any stated weighting of external market data with which to benchmark compensation levels of NEOs. Instead, the Compensation Committee evaluates the market data prepared by Pearl Meyer, along with the other factors listed in this CD&A, to determine the appropriate target direct compensation levels for each of our NEOs. Equity Incentive Compensation The Compensation Committee believes that equity compensation is an important and effective way of creating a long-term link between the compensation provided to officers and other key management personnel with stockholder value. Our equity compensation programs are also designed with various factors in mind, including supporting pay-for-performance, fostering employee stock ownership, and focusing the management team on increasing value for our stockholders. In addition, the Compensation Committee believes that equity compensation provides balance to the total direct compensation structure: the annual incentive program focuses on the achievement of year-to-year goals, while equity compensation creates incentives for increases in stockholder value over a longer term. In recent years, we have granted PSUs and RSUs to our NEOs under our equity incentive plans. Our current equity incentive plan is the First Busey Corporation Amended 2020 Equity Incentive Plan (the “Amended 2020 Plan”). First Busey uses the Amended 2020 Plan to provide ownership opportunities of our common stock to our employees and directors, to provide additional incentive for them to promote the success of our business, and to attract and retain talented personnel. All of our employees and directors and those of our subsidiaries are eligible to receive awards under the Amended 2020 Plan. The Amended 2020 Plan is administered by the Compensation Committee. Equity award recommendations are made in its discretion and are generally presented to the full board for its approval. When making award recommendations, the Compensation Committee considers the factors described above, which is intended to support pay-for-performance and reward our employees and directors for increases in stockholder value, as well as the nature of the services rendered or to be rendered by the employee and the employee’s present and potential contributions to the success of First Busey. As described in more detail under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger-Treatment of Outstanding Equity Awards Upon the Merger” below, as of the Effective Time and pursuant to the Merger Agreement, certain changes were made to First Busey’s outstanding PSUs and RSUs.

  13. 2024 Compensation Determinations

    2024 Annual Cash Incentive Plan The Compensation Committee approved the formulation for the 2024 annual cash incentive plan, which was substantially similar to the 2023 annual cash incentive plan, except that the Compensation Committee made the following changes to the metrics to ensure that the 2024 annual cash incentive plan reinforced current corporate priorities: (a) a change to the Asset Quality Ratio target range from 45-54.99% to 50-59.99%; (b) an increase in the Core Earnings Per Share weighting from 35% to 40%; and (c) a decrease in the Non-Bank Revenue weighting from 30% to 25%. The weighting of the metrics for 2024 was as follows: Core Earnings Per Share (40%), Asset Quality Ratio relative to the Peer Group (25%), Non-Bank Revenue (25%), Net Promoter Score (3.4%), Gallup Engagement Score (3.3%), and Regulatory Ratings (3.3%). The 2024 annual cash incentive plan provided that our Chief Executive Officer could receive 125% of his salary at target performance and all other NEOs could receive 100% of their salaries at target performance. The 2024 plan also provided for a maximum cash incentive opportunity of 150% of salary for our Chief Executive Officer and 125% of salary for the other NEOs for achievement of superior performance, and no cash incentive for below threshold performance. The remaining structural elements of the annual cash incentive plan remained substantially similar to the 2023 plan. Balance sheet strength, profitability, and growth are the mantras that guide our performance culture, and these considerations were central to the performance measures selected by the Compensation Committee. For 2024, the specific performance measures in the annual cash incentive plan for our NEOs, and the percentage of their cash incentive opportunities attributable to each measure, are set forth in the table below. As noted above, the Compensation Committee chose these performance measures because it believed these metrics were the best measures for evaluating the respective contributions of our NEOs to the overall business success of First Busey during 2024 from an operational and stockholder value perspective. Under the plan, each performance measure received a weighting between 3.3% and 40%, and the applicable weighting determined the potential payout for the performance ranges established for each measure. The plan further provided the Compensation Committee with the discretion to adjust the financial performance objectives or actual awards, if appropriate, to account for extraordinary events, individual performance, and for consistency with awards to be made to other executives.

  14. 2024 Compensation Determinations

    ___________________________________________ 1.Metric with interpolation. Core operating performance less certain one-time charges (i.e. M&A) or other unique elements and excludes securities gains and losses. The target of $2.05 assumes and includes the M&M transaction. Core Earnings Per Share is the same as adjusted diluted earnings per share, a non-GAAP financial measure. For additional information on adjusted diluted earnings per share and a reconciliation to the most directly comparable GAAP financial measure, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 under the heading “Non-GAAP Financial Information.” 2.Equals (a) 30-89 day past due loans plus 90+ day past due loans plus non-accrual loans plus other real estate owned), divided by (b) total capital, compared to the Peer Group. 3.Metric with interpolation. Aggregate net revenue of Busey Wealth Management and FirsTech. 4.The Net Promoter Score is measured by comparing the most recent results for the Company as of year-end against the Forrester US Net Promoter Benchmark Report, excluding closed Busey Bank branches and/or newly acquired companies within the past 12 months. 5.The Gallup Engagement Score compares First Busey’s most recent annual results against Gallup’s total database for organizations with more than 1,000 employees, excluding newly-acquired companies for the first 12 months post-acquisition. 6.The Regulatory Ratings objective was established at the date of plan approval and reflect First Busey’s CAMELS rating as well as supervisory actions. For purposes of the relative performance measurement of Asset Quality Ratio, First Busey compared performance against the Peer Group described under the heading “Peer Comparison” beginning on page 36. 2024 Annual Cash Incentive Compensation Results Asset quality remains strong with $23.3 million in non-performing assets, an allowance to total portfolio loans of 1.08%, and an allowance to non-performing loan ratio of 359% as of December 31, 2024. Our capital ratios were very strong at both the holding company and Busey Bank levels with both entities exceeding our targets of 12% Total Capital and 8% Tier 1 Leverage Ratio. Our liquidity and risk profile remained very strong in 2024. We believe we did not stretch our liquidity or risk profiles to achieve our results for 2024. Actual results and the impact on the potential cash incentive payout are outlined below.

  15. 2024 Compensation Determinations

    _________________________ * Based on goal achievement and target bonus (as a % of salary). For 2024, the target annual cash incentive compensation opportunity for our Chief Executive Officer and all other NEOs was 125% and 100% of base salary, respectively, and the maximum annual cash incentive compensation opportunity for our Chief Executive Officer and all other NEOs was 150% and 125% of base salary, respectively.

  16. 2024 Compensation Determinations

    | Executive Officer | Base Salary | Calculated Bonus as a % of Salary | Cash Annual Incentive | | Van A. Dukeman | $795,000 | 136.3% | $1,083,585 | | Jeffrey D. Jones | $495,000 | 111.3% | $550,935 | | Amy L. Randolph | $495,000 | 111.3% | $550,935 | | John J. Powers | $385,000 | 111.3% | $428,505 | | Monica L. Bowe | $385,000 | 111.3% | $428,505 |

  17. 2024 Compensation Determinations

    2024 Equity Incentive Compensation On March 19, 2024 the Compensation Committee recommended equity awards for each NEO with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs, which First Busey’s board of directors approved on March 20, 2024. The RSUs under the original grant had a five-year vesting period. The number of PSUs earned under the original grant could vary between 0% and 50% to 160% of the target number of shares depending on the performance achieved. Half of the PSUs (the “ROATCE PSUs”) could be earned based upon the Company’s three-year average of the Core Return on average Tangible Common Equity (“ROATCE”) and half of the PSUs (the “TSR PSUs”) could be earned based on the Company’s relative Total Stockholder Return (“TSR”) compared to the members of the S&P U.S. BMI Banks — Midwest Region Index as of March 20, 2024, that are still publicly reporting at the end of the performance period (excluding any financial institution that is the target of an announced acquisition at the end of the performance period), in both cases, measured cumulatively over the 36-month performance period beginning on January 1, 2024 and ending on December 31, 2026. The tables below outline the target equity awards granted in 2024 and the individual award values. The actual number of shares granted, and resulting value reported in the Summary Compensation Table, were based on the closing price of the Company’s common stock on the grant date of March 20, 2024, in accordance with FASB ASC Topic 718.

  18. 2024 Compensation Determinations

    | Executive Officer | PSUs (50%)1 | RSUs (50%) | Total (100%) | | Van A. Dukeman | $475,000 | $475,000 | $950,000 | | Jeffrey D. Jones2 | $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 |

  19. 2024 Compensation Determinations

    1.Amounts reflect target value of PSU awards based on grant date share price. Amounts realized upon vesting may increase or decrease based on future performance of First Busey. 2.Subject to the terms of the Separation Agreement (as defined below), Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. Of the total number of PSUs to be earned by each participant under the original grant at the end of the performance period, 50% were based on the Company’s relative TSR as follows:

  20. 2024 Compensation Determinations

    | 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% |

  21. 2024 Compensation Determinations

    ___________________________________________ *The number of PSUs earned is to be determined with interpolation. Of the total number of PSUs to be earned by each participant under the original grant at the end of the performance period, 50% were based on the Company’s ROATCE as follows:

  22. 2024 Compensation Determinations

    | 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% |

  23. 2024 Compensation Determinations

    ___________________________________________ *The number of PSUs earned is to be determined without interpolation. However, as described in more detail under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger-Treatment of Outstanding Equity Awards Upon the Merger” below, as of the Effective Time and pursuant to the Merger Agreement, certain changes were made to First Busey’s outstanding RSUs and PSUs.

  24. Changes in Executives and Executive Compensation in 2025 as a Result of the Merger

    As described in the Merger 8-K, effective at the Effective Time, First Busey entered into retention agreements with its NEOs other than Mr. Dukeman and Mr. Jones. The retention agreements each provide for payment of a retention bonus (the “Retention Bonus”) in the amount of $2,091,870 for Ms. Randolph, $813,505 for Mr. Powers, and $1,627,010 for Ms. Bowe, less all applicable withholdings and deductions. With respect to Ms. Randolph and Ms. Bowe, the Retention Bonus is payable one-third within forty-five days following the Effective Time and one-third on or as soon as practicable following each of the first and second anniversaries of the Effective Time, in each case, subject to the executive’s continued employment through the relevant payment date. With respect to Mr. Powers, the Retention Bonus is payable one-half within forty-five days following the Effective Time and one-half on or as soon as practicable following the first anniversary of the Effective Time, subject to Mr. Powers’ continued employment through the relevant payment date. Pursuant to the retention agreements, each executive waives certain rights to terminate their employment with First Busey for “good reason” pursuant to, and as defined in, the executive’s existing employment agreement with First Busey, as described in the retention agreements. If the executive’s employment with First Busey terminates prior to the final payment date by First Busey without “cause”, by the executive for “good reason”, upon First Busey’s non-renewal of the applicable term of employment or in the event of death or disability, then, subject to the effectiveness of a release, any portion of the Retention Bonus that has not yet been paid will immediately become payable. Each executive will remain subject to the covenants regarding confidentiality, non-competition, non-solicitation and intellectual property set forth in their employment agreement, as described under the heading “Potential Payments Upon Termination or Change in Control Disclosure - Employment Agreements” below. If First Busey determines that the executive has violated any such covenants during the retention period, the executive’s eligibility for and receipt of any unpaid portion of the Retention Bonus will immediately terminate. In addition, effective at the Effective Time, First Busey entered into employment agreements with certain of its executive officers, including Mr. Phillips, First Busey’s Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer. Treatment of Outstanding Equity Awards Upon the Merger In connection with the Merger, the Compensation Committee and the board determined, after careful consideration, to make certain changes to First Busey’s equity awards to provide for parity among employees of the combined company to promote success in the integration process. Following the closing of the Merger, except as described below, First Busey equity awards generally remain outstanding and subject to the same terms and conditions as applied immediately prior to the Effective Time. Each ROATCE PSU issued and outstanding immediately prior to the Effective Date was deemed earned with the achievement of the applicable performance goals based on actual performance through December 31, 2024, the latest practicable date prior to the Effective Time, and otherwise remains subject to the same terms and conditions (including service-based vesting terms) as applied to such ROATCE PSU immediately prior to the Effective Time. The ROATCE PSUs have been deemed earned (a) at 100% of the target level of performance, for the ROATCE PSUs granted in 2023 and (b) at 75% of the target level of performance, for the ROATCE PSUs granted in 2024. This treatment is intended to align with the treatment of CrossFirst PSUs in the Merger and recognizes that the performance goals were set without the ability to consider the impact of the Merger. The Compensation Committee also considered that the TSR PSUs granted in 2022, 2023 and 2024 were materially adversely impacted by the announcement of the Merger, resulting in the value of those TSR PSUs drastically dropping from between 76.9% and 96.2% of the original target level immediately prior to the announcement of the Merger to zero some time after such announcement. After considering various different alternatives to mitigate the adverse impact that the announcement of the Merger had on the previously granted TSR PSUs while promoting continued performance and retention, the Compensation Committee recommended, and the board of directors approved, the following treatment: Each TSR PSU previously granted with a performance period that ended December 31, 2024 (excluding TSR PSUs previously held by retirees) was replaced, and each TSR PSU outstanding immediately prior to the Effective Time with performance periods ending December 31, 2025 and December 31, 2026 was modified, each effective March 1, 2025, such that the resulting new or modified PSUs (collectively, the “Merger PSUs”) will be earned (between 0% for below threshold performance and 160% for maximum performance) based on First Busey’s relative TSR rank as compared to the KBW Regional Banking Index (KRX), measured at the end of a two-year performance period commencing January 1, 2025 and ending December 31, 2026. The Merger PSUs will be subject to the terms and conditions of the Amended 2020 Plan and the applicable award agreements. The target number of PSUs subject to each such Merger PSU was determined based on the number of PSUs that would have been earned in respect of the corresponding TSR PSU had performance for such corresponding TSR PSU been determined based on actual performance as of August 26, 2024, the day immediately prior to the announcement of the Merger. The Compensation Committee and the board of directors felt that this two-year performance period was an appropriate length of time to allow employees, including the NEOs, the opportunity to earn those TSR PSUs that were materially adversely impacted, and incentivize our employees to ensure the successful integration of CrossFirst and First Busey and continue to execute First Busey’s strategy to serve our clients and drive enhanced shareholder return. Additionally, in accordance with the Merger Agreement: •Each outstanding RSU will now vest in equal annual installments over three (3) years following the Effective Time; provided that if any RSU would otherwise vest by its terms on an earlier date, any then-unvested portion as of such date will vest on such original vesting date. This treatment was also intended to align vesting terms for employees of the two legacy companies. •Each outstanding First Busey equity award will be subject to vesting upon an involuntary termination within twelve (12) months following the Effective Time (at target performance in the case of Merger PSUs). Post-Merger 2025 Compensation Highlights During 2024 and the early part of 2025, First Busey’s management has worked tirelessly on conversion and integration planning matters to ensure that First Busey will be successful in achieving the Merger’s announced strategic benefits, and these efforts will continue through the Bank Merger. Following the Merger, the Compensation Committee conducted a thorough compensation review in conjunction with Pearl Meyer, closely assessing the relative executive compensation programs, practices and principles of the two standalone companies, as well as identifying an appropriate compensation peer group in light of the significantly increased size of the combined organization and the resulting need to align the compensation of the combined company’s executive leadership team with financial institutions of similar sizes. After concluding this review, the Compensation Committee decided to make several changes to First Busey’s executive compensation program for 2025.

  25. Changes in Executives and Executive Compensation in 2025 as a Result of the Merger

    •Updated Peer Group — In setting compensation for 2025, the Compensation Committee selected and approved an updated compensation peer group (the “Post-Merger Peer Group”) more appropriate to the size and other characteristics of the combined organization. The Compensation Committee utilized an agreed set of factors for assessing peer relevance, namely size, product scope, geographic scope and competition for talent, and a recommendation and analysis from Pearl Meyer, in making this determination. •Base Salaries — The Compensation Committee approved base salary increases for each of our NEOs effective March 1, 2025. These increases were made to align with the Post-Merger Peer Group and after considering input from Pearl Meyer and First Busey’s senior management, except with respect to the Chief Executive Officer, whose salary was determined solely in the Compensation Committee’s discretion after considering input from Pearl Meyer. For more information regarding the Compensation Committee’s consideration of the views of our senior management in setting compensation, please see the heading “Role of Executive Officers in Compensation Decisions” above. •Annual Cash Incentive Plan — The Compensation Committee approved the formulation for the 2025 annual cash incentive plan, keeping the Asset Quality Ratio performance measure weighting at 25% while making the following changes to the metrics to ensure that the 2025 annual cash incentive plan reinforces current corporate priorities following the Merger: (a) a decrease in the Core Earnings Per Share weighting from 40% to 35%; (b) a decrease in the Non-Bank Revenue weighting from 25% to 20%; (c) an increase in the Regulatory Ratings weighting from 3.3% to 4%; (d) the addition of two new performance measures: (i) Core Deposit Growth with a weighting of 10% and (ii) Strategic Integration Goal with a weighting of 6%, and (e) the removal of the Net Promoter Score and Gallup Engagement Score performance measures. •Equity Incentive Compensation — The Compensation Committee recommended, and the board granted, PSUs and RSUs to our remaining NEOs in the same proportions as the 2024 grants, with 50% consisting of PSUs and 50% consisting of RSUs. The PSU performance measures were substantially similar to the performance measures with respect to the 2024 PSU grants, except that (a) TSR PSUs were granted based on a new index more appropriate for the post-Merger company, the KBW Regional Banking Index (KRX) and (b) ROATCE PSUs were granted with different payout levels, with payouts ranging between 0% (based on ROATCE less than 12%) and 125% (based on ROATCE 15% or greater), determined with interpolation. Additionally, in light of the Merger, each TSR PSU previously granted prior to the Effective Time was replaced or modified, as described in more detail under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger-Treatment of Outstanding Equity Awards Upon the Merger” above. RSUs will vest annually over a three-year period in one-third increments.

  26. Other Compensation and Benefits

    Other Compensation and Benefits 2021 Employee Stock Purchase Plan First Busey adopted and stockholders approved the First Busey Corporation 2021 Employee Stock Purchase Plan effective March 24, 2021. The plan is generally available to all salaried employees and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from time to time (the “Internal Revenue Code”). The plan allows employees of First Busey and its subsidiaries to purchase shares of our common stock at a discounted purchase price. A participant’s after-tax deferrals are accumulated each quarter and used to purchase shares of our common stock. The purchase price is 85% of the lower of (a) the fair market value on the first trading day of the calendar quarter or (b) the fair market value on the last trading day of the calendar quarter. Benefits and Other Perquisites Our NEOs are eligible to participate in the same benefit plans designed for all of our full-time employees, including health, dental, disability, and basic group life insurance coverage. We provide retirement benefits to all eligible full-time employees under the First Busey Corporation Profit Sharing Plan and Trust (the “401(k) Plan”). The 401(k) Plan provides employees the opportunity to save for retirement on a tax-favored basis. NEOs, all of whom were eligible during 2024, may elect to participate in the 401(k) Plan on the same basis as all other employees. Each of our eligible employees participates in the profit-sharing element of the 401(k) Plan. All NEOs are provided with death benefits under portable $1.5 million term life insurance policies. Premiums on the term life insurance policies are paid by First Busey on behalf of the covered employee, so long as they remain employed by First Busey. First Busey’s health and wellness program, available to all employees including our NEOs, is designed to help employees make positive lifestyle choices. Employees receive points for participation in the program that are redeemed as monetary incentives in the form of wellness benefits as certain thresholds are met. Change in Control Benefits Each of our NEOs (other than Messrs. Dukeman and Jones) is a party to an employment agreement that provides for certain payments and benefits if his or her employment is terminated in connection with a change in control. In each instance, if an NEO’s employment is terminated by First Busey or the NEO resigns under certain circumstances in connection with a change in control of First Busey, the NEO is entitled to receive certain cash payments and other benefits. The purpose of these change-in-control protections is to attract and retain talented executives and to encourage them to pursue transactions that maximize stockholder value, even if their own employment may not be secure following such transaction. Additionally, we believe these agreements help provide for stability in our executive team in the event of a change in control. As noted above, pursuant to the Dukeman Letter Agreement, First Busey terminated Mr. Dukeman’s right to severance pursuant to his employment agreement in compliance with Section 409A of the Internal Revenue Code’s change in control plan termination rules, and Mr. Dukeman is also no longer entitled to an excise tax gross up with respect to any excise tax arising under Section 4999 of the Internal Revenue Code. Pursuant to the terms of the Separation Agreement, Mr. Jones is not entitled to any benefits upon a change in control of First Busey.

  27. Regulatory Impact on Compensation

    Regulatory Impact on Compensation The Compensation Committee made many important decisions in 2024 affecting the compensation of our NEOs. These decisions were the result of many factors, including our financial performance and the Merger as discussed throughout this CD&A. To more fully understand the decisions of the Compensation Committee with respect to compensation during 2024 and into 2025, the Compensation Committee believes it is beneficial to understand the changing regulatory context in which these decisions were made. As a publicly-traded financial institution, First Busey must comply with multiple layers of regulations when considering and implementing compensation-related decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that First Busey and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance. Under the Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards”), published by the Federal Deposit Insurance Corporation (the “FDIC”), excessive compensation is prohibited as an unsafe and unsound practice. The Safety and Soundness Standards set forth a framework within which financial institutions should evaluate, in light of each institution’s overall financial condition, an employee’s compensation, with factors including compensation history, internal pay equity, and, as appropriate, comparable compensation practices at peer institutions. In addition to the Safety and Soundness Standards, the Compensation Committee considers the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”) issued jointly by the FDIC, the Federal Reserve, and the Officer of the Comptroller of the Currency. The Joint Guidance complements the Safety and Soundness Standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs, and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness Standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements balance risk and reward, are compatible with effective controls and risk management, and have the support of strong corporate governance. In addition, the Compensation Committee, with the assistance of its advisors and First Busey’s management, continues to monitor the compensation-related rules and regulations under applicable law. First Busey maintains a clawback policy, as further described below. While the Compensation Committee believes its own risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with such rules and regulations. In addition to the foregoing, as a publicly traded corporation, First Busey is subject to the SEC’s rules regarding risk assessment. Those rules require a publicly traded company to determine whether any of its existing incentive compensation plans, programs, or arrangements create risks that are reasonably likely to have a material adverse effect on the organization. We do not believe that our incentive compensation plans, programs, or arrangements create risks that are reasonably likely to have a material adverse effect on First Busey. The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs, and arrangements established for First Busey’s NEOs includes a sensible, reasonable approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Compensation Committee believes First Busey has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation. Finally, when making decisions about executive compensation, in addition to the above, the Compensation Committee considers the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code, regarding the tax deductibility of certain compensation; Section 409A of the Internal Revenue Code, regarding nonqualified deferred compensation; and Sections 280G and 4999 of the Internal Revenue Code, regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control. In making decisions about executive compensation, the Compensation Committee also considers how various elements of compensation will impact our financial results. For example, the Compensation Committee considers the impact of FASB ASC Topic 718, which requires First Busey to recognize the compensation cost of grants of equity awards based upon their grant date fair value.

  28. Compensation-Related Governance Policies

    Insider Trading Policy The Company has an insider trading policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. Among other things, the insider trading policy restricts open market transactions in Company stock beginning two weeks before the last day of the quarter end and ending two trading days after quarterly earnings have been made public, and requires all Section 16 officers and other designated insiders to seek pre-clearance prior to engaging in transactions in the Company’s securities. The insider trading policy was amended in December 2023 to reflect the SEC’s new rules regarding 10b5-1 trading plans. A copy of this policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025. Hedging and Pledging Policy The Company’s insider trading policy includes provisions that specifically prohibit our insiders from entering into hedging transactions involving the Company’s stock. To our knowledge, none of our officers or directors have entered into a hedging transaction involving Company stock in violation of this prohibition. The Company’s insider trading policy also prohibits an insider from pledging Company stock as collateral for a lending relationship without the prior approval of the Nominating Committee. Exempt from this policy are shares which were already pledged as security at the time of the policy’s adoption in 2014. To our knowledge, none of our officers or directors have pledged their Company stock in violation of this policy. Practices Related to the Grant of Certain Equity Awards Other than for purposes of granting replacement awards in connection with acquisitions, the Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments (“Options”). Accordingly, the Company has no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of Options, the board of directors will evaluate the appropriate steps to take in relation to the foregoing. No Options were awarded to any of the NEOs in the period beginning four (4) business days before the filing of any of our periodic or current reports that disclosed material nonpublic information, and ending one (1) business day after the filing or furnishing of such report. Clawback Policy First Busey maintains a clawback policy, which was amended in September 2023 to comply with Nasdaq Listing Rule 5608. As amended, such policy (a) obligates the Compensation Committee to recoup certain bonus or other incentive compensation paid to any NEO or other covered individual in the event of a restatement of First Busey’s financial statements filed with the SEC (a “Restatement”) that is required pursuant to SEC or Nasdaq clawback rules (a “Dodd-Frank Restatement”), and (b) provides the Compensation Committee with authority to recoup such amounts in the event of any other Restatement or specified misconduct. The clawback policy applies to any incentive compensation (including any bonuses, incentive payments, or equity compensation that is granted, vested, or earned based upon specified financial metrics) paid to (i) with respect to a Dodd-Frank Restatement, the current and former executive officers of First Busey and its subsidiaries, and (ii) with respect to any other Restatement or specified misconduct, any NEO or incentive compensation plan participant.

  29. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our 2024 NEOs — which consist of (a) our Chief Executive Officer, (b) Chief Financial Officer, and (c) our three other most highly compensated executive officers.

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)1, 2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total Compensation ($) | | Van A. Dukeman Chairman and Chief Executive Officer | 2024 | $778,846 | — | $928,963 | $1,083,585 | $55,688 | $2,847,082 | | | 2023 | $725,000 | — | $841,181 | $561,875 | $51,103 | $2,179,159 | | | 2022 | $720,192 | — | $857,155 | $864,200 | $52,920 | $2,494,467 | | Jeffrey D. Jones5 Former Executive Vice President, Chief Financial Officer | 2024 | $483,463 | — | $464,459 | $550,935 | $30,620 | $1,529,477 | | | 2023 | $442,115 | — | $445,329 | $290,585 | $27,475 | $1,205,504 | | | 2022 | $429,039 | — | $453,779 | $437,310 | $25,304 | $1,345,432 | | Amy L. Randolph Executive Vice President, Chief Operating Officer | 2024 | $477,693 | — | $464,459 | $550,935 | $40,348 | $1,533,435 | | | 2023 | $417,115 | — | $371,094 | $274,260 | $26,673 | $1,089,142 | | | 2022 | $404,038 | — | $378,149 | $411,885 | $24,923 | $1,218,995 | | John J. Powers Executive Vice President, General Counsel | 2024 | $382,693 | — | $342,259 | $428,505 | $48,957 | $1,202,414 | | | 2023 | $373,077 | — | $296,899 | $244,875 | $38,830 | $953,681 | | | 2022 | $364,039 | — | $302,519 | $371,205 | $36,376 | $1,074,139 | | Monica L. Bowe6 Executive Vice President, Chief Risk Officer | 2024 | $376,924 | — | $342,259 | $428,505 | $38,286 | $1,185,974 | | | 2023 | $345,192 | — | $247,382 | $228,550 | $28,185 | $849,309 |

  31. Summary Compensation Table

    ___________________________________________ 1.Represents the aggregate grant date fair value of awards in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 16 to our audited financial statements for our fiscal year ended December 31, 2024. For 2024, each NEO’s amount includes PSUs with performance-vesting conditions. The amount attributable to a PSU represents its grant date fair value at target performance, the probable outcome of the performance conditions at the time of grant. In the event of maximum performance, the value of the PSU award is summarized in the table immediately below, see “Grants of Awards” table for other performance levels.

  32. Summary Compensation Table

    | Executive Officer | Fair Value of 2024 PSU Award at Maximum Performance | | Van A. Dukeman | $726,326 | | Jeffrey D. Jones(a) | $363,145 | | Amy L. Randolph | $363,145 | | John J. Powers | $267,601 | | Monica L. Bowe | $267,601 |

  33. Summary Compensation Table

    (a)Subject to the terms of the Separation Agreement, Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. 2.For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “Treatment of Outstanding Equity Awards Upon the Merger” above. 3.Amounts reported for each year represent the amount of incentive compensation earned for such year and paid in the early part of the immediately following year. The material terms of the bonus are described in the “2024 Compensation Determinations — 2024 Annual Cash Incentive Compensation” section of the CD&A. 4.All other compensation for our NEOs during 2024 is summarized in the table immediately below.

  34. Summary Compensation Table

    | Executive Officer | Life and Disability Insurance | Employer Contributions to Retirement Plans(a) | Wellness Benefits | Fringe Benefits | Total All Other Compensation | | Van A. Dukeman | $19,528 | $23,992 | $12,168 | $— | $55,688 | | Jeffrey D. Jones | $4,705 | $23,992 | $1,923 | $— | $30,620 | | Amy L. Randolph | $3,971 | $23,992 | $12,385 | $— | $40,348 | | John J. Powers | $17,107 | $23,992 | $7,858 | $— | $48,957 | | Monica L. Bowe | $5,084 | $23,992 | $9,150 | $60 | $38,286 |

  35. Summary Compensation Table

    ___________________________________________ (a)Includes matching and profit-sharing contributions to the 401(k) Plan. 5.Subject to the terms of the Separation Agreement, Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. 6.Ms. Bowe was not an NEO in 2022.

  36. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information regarding grants of awards made to our NEOs during 2024 under First Busey’s cash incentive and equity plans.

  37. 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards2 | | | Estimated Future Payouts under Equity Incentive Plan Awards3,4 | | | All Other Stock Awards: Number of Shares of Stock or Units (#)5 | Grant Date Fair Value of Stock Awards ($)5 | | Executive Officer | Type of Award1 | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Van A. Dukeman | Annual Incentive | March 19, 2024 | $397,500 | $993,750 | $1,192,500 | — | — | — | — | — | | | RSUs | March 20, 2024 | — | — | — | — | — | — | 20,343 | $475,009 | | | PSUs | March 20, 2024 | — | — | — | 10,172 | 20,343 | 32,549 | — | $453,954 | | Jeffrey D. Jones6 | Annual Incentive | March 19, 2024 | $247,500 | $495,000 | $618,750 | — | — | — | — | — | | | RSUs | March 20, 2024 | — | — | — | — | — | — | 10,171 | $237,493 | | | PSUs | March 20, 2024 | — | — | — | 5,086 | 10,171 | 16,274 | — | $226,966 | | Amy L. Randolph | Annual Incentive | March 19, 2024 | $247,500 | $495,000 | $618,750 | — | — | — | — | — | | | RSUs | March 20, 2024 | — | — | — | — | — | — | 10,171 | $237,493 | | | PSUs | March 20, 2024 | — | — | — | 5,086 | 10,171 | 16,274 | — | $226,966 | | John J. Powers | Annual Incentive | March 19, 2024 | $192,500 | $385,000 | $481,250 | — | — | — | — | — | | | RSUs | March 20, 2024 | — | — | — | — | — | — | 7,495 | $175,008 | | | PSUs | March 20, 2024 | — | — | — | 3,748 | 7,495 | 11,992 | — | $167,251 | | Monica L. Bowe | Annual Incentive | March 19, 2024 | $192,500 | $385,000 | $481,250 | — | — | — | — | — | | | RSUs | March 20, 2024 | — | — | — | — | — | — | 7,495 | $175,008 | | | PSUs | March 20, 2024 | — | — | — | 3,748 | 7,495 | 11,992 | — | $167,251 |

  38. 2024 Grants of Plan-Based Awards

    1.All grantees earn quarterly dividends on their respective RSUs and PSUs. As grantees do not have actual dividend rights until the shares are transferred in connection with the RSUs or PSUs, dividends earned are referred to as dividend equivalents. These dividend equivalents are accrued during the vesting period and are subject to the same vesting, payment and other terms and conditions as the original RSUs or PSUs to which they relate. Therefore, dividends earned each quarter compound based upon the updated share balances. Dividend equivalents are reinvested at the stock’s market price on the dividend payment date. 2.Amounts reflect the threshold, target, and maximum opportunities under the 2024 annual cash incentive plan. The actual awards are disclosed in the Summary Compensation Table. For a participant to be eligible to receive any award, corporate performance must exceed a threshold level set forth in the “2024 Compensation Determinations — 2024 Annual Cash Incentive Compensation” section of the CD&A. 3.Awards would have vested as follows under the original grant: 50% based on the percentile rank of TSR (including dividends) of First Busey during the performance period beginning January 1, 2024, and concluding on December 31, 2026, as compared to TSR (including dividends) of a predetermined comparison group during such period, and 50% based on the ROATCE of First Busey during the performance period beginning January 1, 2024, and concluding on December 31, 2026. The number of PSUs that each NEO may earn under the original grant award was determined with interpolation for the TSR performance metric and without interpolation for the ROATCE performance metric. 4.Awards would have vested on March 20, 2029 under the original grant, subject to the grantee’s continued service with First Busey. 5.Represents the aggregate grant date fair value of RSUs or PSUs granted on March 20, 2024, in accordance with FASB ASC Topic 718. 6.Subject to the terms of the Separation Agreement, Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “Treatment of Outstanding Equity Awards Upon the Merger” above.

  39. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information concerning the unvested stock awards held by our NEOs as of December 31, 2024. Market values are presented as of the end of 2024 for outstanding stock awards (based on the closing price of First Busey’s common stock of $23.57 on the last business day of the year, December 31, 2024).

  40. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Stock Awards1 | | | | | Executive Officer | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)2, 3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Van A. Dukeman | 145,694 | $3,434,008 | 28,308 | $667,220 | | Jeffrey D. Jones4 | 76,517 | $1,803,506 | 14,614 | $344,452 | | Amy L. Randolph | 65,508 | $1,544,024 | 13,239 | $312,043 | | John J. Powers | 51,746 | $1,219,653 | 10,188 | $240,131 | | Monica L. Bowe | 44,409 | $1,046,720 | 9,271 | $218,517 |

  41. Outstanding Equity Awards at 2024 Fiscal Year End

    ___________________________________________ 1.All stock award grants reflected in this table represent RSUs and PSUs and accrued dividend equivalents that vest in accordance with the schedules set forth below subject to the participant’s continued service with First Busey, performance of the Company with respect to PSUs, and subject in all cases, to accelerated vesting as described below. 2.Vesting dates by NEO are as follows:

  42. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Number of Shares or Units that Have Not Vested, by NEO | | | | | | Vesting Date | Van A. Dukeman | Jeffrey D. Jones | Amy L. Randolph | John J. Powers | Monica L. Bowe | | RSUs: | | | | | | | July 7, 2025 | 53,678 | 28,419 | 23,681 | 18,945 | 15,788 | | March 24, 2026 | 30,191 | 15,983 | 13,320 | 10,656 | 8,880 | | March 23, 2027 | 18,470 | 9,779 | 8,150 | 6,519 | 5,434 | | March 22, 2028 | 22,418 | 11,868 | 9,889 | 7,912 | 6,593 | | March 20, 2029 | 20,937 | 10,468 | 10,468 | 7,714 | 7,714 | | RSU Total | 145,694 | 76,517 | 65,508 | 51,746 | 44,409 | | PSUs: | | | | | | | December 31, 2025 | 15,594 | 8,256 | 6,881 | 5,504 | 4,587 | | December 31, 2026 | 12,714 | 6,358 | 6,358 | 4,684 | 4,684 | | PSU Total | 28,308 | 14,614 | 13,239 | 10,188 | 9,271 |

  43. Outstanding Equity Awards at 2024 Fiscal Year End

    3.For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “Treatment of Outstanding Equity Awards Upon the Merger” above. 4.Subject to the terms of the Separation Agreement, Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. We grant equity awards to our NEOs under the Amended 2020 Plan. Under the Amended 2020 Plan, which was adopted by our board and approved by our stockholders on May 24, 2023, the Compensation Committee has discretion to issue a broad variety of awards, including nonqualified and incentive stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock and cash-based awards to directors, key employees, and other service providers. The Amended 2020 Plan was designed to assist First Busey in attracting, retaining, and rewarding key employees and directors and align their interests with our stockholders. The Amended 2020 Plan reserved shares of common stock for issuance, in addition to unused shares under our prior equity plans. Award terms and conditions, as determined by the Compensation Committee, are set forth in individual agreements with the participant. The Amended 2020 Plan also enables the Compensation Committee to set specific performance criteria that must be met before an award will vest. In general, unvested awards are forfeited upon a participant’s termination of employment. However, acceleration of vesting and exercise privileges may be permitted in accordance with the terms of the Amended 2020 Plan and the award agreements thereunder when a participant incurs a qualifying termination of employment following a change in control of First Busey, or when the participant’s employment terminates due to death, disability, or a qualifying retirement. Specifically, upon a participant’s termination without cause or resignation for good reason following a change in control, unvested RSUs and PSUs will vest in full, with PSUs vesting at the actual level of performance through the date of the change in control. Upon a participant’s termination due to death or disability, unvested RSUs and PSUs will vest in full, with PSUs vesting at the target level of performance. Awards also may vest upon a participant’s retirement on or after attainment of age 62 with at least 10 years of qualifying service and specified written notice (“Retirement with Full Service”), or upon a participant’s retirement on or after attainment of age 62 with fewer than 10 years of qualifying service and specified written notice (“Retirement with Partial Service”). Upon a Retirement with Full Service, a participant’s unvested RSUs granted at least one year prior to the retirement date will vest in full, and a participant’s unvested PSUs granted at least one year prior to the retirement date remain eligible to vest at the end of the performance period based upon actual performance. Upon a Retirement with Partial Service, a pro rata number of a participant’s unvested RSUs granted at least one year prior to the retirement date will vest, based upon the number of months the participant was employed following the grant date, and a pro rata number of a participant’s unvested PSUs granted at least one year prior to the retirement date will vest at the end of the performance period, based upon actual performance and the number of months in the performance period during which the participant was employed.

  44. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 Our NEOs did not exercise any Options in 2024. RSU and PSU vesting information in 2024 by NEO is as follows:

  45. Option Exercises and Stock Vested in 2024

    | Executive Officer | Number of Shares Vested (#)1 | Value Realized on Vesting ($)2 | | Van A. Dukeman | 50,613 | $1,191,776 | | Jeffrey D. Jones | 6,174 | $145,521 | | Amy L. Randolph | 22,329 | $525,775 | | John J. Powers | 17,863 | $420,608 | | Monica L. Bowe | 3,430 | $80,845 |

  46. Option Exercises and Stock Vested in 2024

    ___________________________________________ 1.All vested stock awards reflected in this table include dividend equivalents earned during the vesting period. 2.Amounts reflect the value realized upon vesting of RSUs based on the closing price of First Busey’s common stock of $23.54 on the July 5, 2024, vesting date and vesting of PSUs based on the closing price of First Busey’s common stock of $23.57 on the December 31, 2024 vesting date.

  47. Potential Payments Upon Termination or Change in Control Disclosure

    Potential Payments Upon Termination or Change in Control Disclosure Quantitative Disclosure of Potential Payments Upon Termination or Change in Control The following table shows potential payments to our NEOs following certain termination events, including a termination following a change in control of First Busey. The amounts shown assume that each termination was effective as of December 31, 2024 and are estimates of the amounts that would be paid to the executives upon termination. The actual amounts to be paid can only be determined at the actual time of an executive’s termination.

  48. Potential Payments Upon Termination or Change in Control Disclosure

    | Executive Officer | Type of Payment | Involuntary Termination (No Change in Control)1 | Termination Due to Disability or Death | Qualifying Retirement5 | Change in Control | | | | | | | | | Involuntary Termination1, 6 | Voluntary Termination | No Termination | | Van A. Dukeman | Cash Severance Payment | $1,370,675 | $1,370,675 | — | $4,112,025 | $4,112,025 | — | | | Life, Health & Disability | $24,675 | $24,675 | — | $74,026 | $74,026 | — | | | Acceleration of Equity Awards2 | — | $4,403,526 | $3,185,556 | $3,858,829 | — | — | | | Gross-Up Payment3 | — | — | — | — | — | — | | Jeffrey D. Jones | Cash Severance Payment | $1,336,520 | $550,935 | — | $2,122,105 | — | — | | | Health | $14,942 | — | — | $22,413 | — | — | | | Acceleration of Equity Awards2 | — | $2,302,720 | — | $2,023,145 | — | — | | Amy L. Randolph | Cash Severance Payment | $1,320,195 | $550,935 | — | $2,089,455 | — | — | | | Health4 | $284 | — | — | $426 | — | — | | | Acceleration of Equity Awards2 | — | $1,999,985 | — | $1,742,024 | — | — |

  49. Potential Payments Upon Termination or Change in Control Disclosure

    | Executive Officer | Type of Payment | Involuntary Termination (No Change in Control)1 | Termination Due to Disability or Death | Qualifying Retirement5 | Change in Control | | | | | | | | | Involuntary Termination1, 6 | Voluntary Termination | No Termination | | John J. Powers | Cash Severance Payment | $1,058,380 | $428,505 | — | $1,688,255 | — | — | | | Health | $10,339 | — | — | $15,509 | — | — | | | Acceleration of Equity Awards2 | — | $1,569,247 | $1,124,324 | $1,372,373 | — | — | | Monica L. Bowe | Cash Severance Payment | $1,042,055 | $428,505 | — | $1,655,605 | — | — | | | Health | $9,136 | — | — | $13,704 | — | — | | | Acceleration of Equity Awards2 | — | $1,367,484 | — | $1,185,011 | — | — |

  50. Potential Payments Upon Termination or Change in Control Disclosure

    1.Involuntary Termination includes termination by First Busey without Cause or by the NEO for Good Reason or due to Constructive Discharge as each term is defined in the applicable employment agreements. 2.The value of the acceleration of RSUs and PSUs was determined based on the December 31, 2024, closing price of First Busey’s common stock of $23.57 per share. In accordance with their terms, RSUs and PSUs included here are also eligible for dividend equivalents. The PSUs reflected above do not include dividend equivalents. See the “Grant of Awards” table above for a description of how dividend equivalents relating to RSUs and PSUs are accrued and vested. For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “Treatment of Outstanding Equity Awards Upon the Merger” above. 3.Estimated calculation based on a federal tax rate of 37.0%, state income tax rate of 3.11%, Medicare tax rate of 2.35% and excise tax rate of 20.0%. 4.Ms. Randolph has waived medical insurance through First Busey. 5.The value of the acceleration of PSUs was determined based on actual performance as of December 31, 2024. A Qualifying Retirement could also be deemed to occur at the time of a change in control. 6.With respect to Messrs. Jones and Powers, and Mses. Randolph and Bowe, amounts set forth are gross amounts payable upon a termination without Cause or a resignation by the executive for Good Reason in connection with a Change in Control, as each term is defined in the applicable employment agreements. Such amounts are subject to 280G cutback provisions, which may result in a reduced payment. 7.If a voluntary termination is also a Qualifying Retirement, equity acceleration would be as reflected in that column. As reflected in the table above, each NEO’s outstanding RSUs and PSUs, as reflected in the “Outstanding Equity Awards at Fiscal Year End” table above vest upon the occurrence of the stated event in connection with a change in control of First Busey or upon a termination of the officer’s service due to the officer’s death or disability under the terms of the Amended 2020 Plan and the award agreements thereunder. Executive Employment Agreements Each of our NEOs other than Mr. Jones is a party to an employment agreement with First Busey. Until the time of his separation from employment, Mr. Jones was also a party to such an agreement. When reading the following description of the employment agreements, it is important to note that certain provisions described below may be impacted by the consummation of the Merger as described in more detail above under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger”. As a term of the employment agreements, each NEO is subject to a confidentiality provision and a one-year non-competition covenant following the termination of his or her respective employment. Additionally, the NEOs other than Mr. Dukeman are also subject to a one-year non-solicitation covenant of employees and customers following a termination of employment. Mr. Dukeman’s agreement automatically renews each year unless either party provides notice of nonrenewal. The agreement sets forth basic terms and conditions of Mr. Dukeman’s employment with First Busey, including a right to an annual base salary, annual performance bonuses and profit-sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans. Prior to the closing of the Merger, Mr. Dukeman’s agreement provided that if he terminated without cause, if he terminated his employment due to constructive discharge, or if his employment terminated due to disability or death, he or his named beneficiary would receive an amount equal to the sum of his annual base salary plus the amount of his most recent performance bonus; and, in certain cases, the value of contributions under First Busey’s retirement and employee benefit plans (the “Dukeman Severance Payment”). Mr. Dukeman would also be entitled to receive company-paid life, health and disability insurance for one year following the effective date of his termination. If the severance events described above occurred within 18 months before a change in control (as defined in Mr. Dukeman’s employment agreement, pursuant to which the Merger constitutes a change in control) of First Busey, Mr. Dukeman would also be entitled to receive an additional amount equal to the difference between the described severance amounts and the greater of $900,000 or three times the Dukeman Severance Payment. Mr. Dukeman would be entitled to receive the greater of $900,000 or three times the Dukeman Severance Payment if: (a) Mr. Dukeman elected to terminate his employment, or his employment was terminated due to constructive discharge, within the one-year period after a change in control; or (b) his employment was terminated by First Busey for any reason within the 18-month period before, or at any time after, a change in control of First Busey. Mr. Dukeman would also be entitled to receive life, health and disability insurance for the three years following the effective date of such termination pursuant to a change in control. Mr. Dukeman would also be entitled to receive a gross-up payment from First Busey in the event that any amounts payable to him under his employment agreement or the other payments and benefits received by him are subject to penalties as excess parachute payments under the Internal Revenue Code. As noted above, to understand how Mr. Dukeman’s employment agreement changed as of the closing of the Merger, refer to the discussion above under the heading “Changes in Executives and Executive Compensation in 2025 as a Result of the Merger.”

  51. Potential Payments Upon Termination or Change in Control Disclosure

    Each of Ms. Randolph, Mr. Powers, and Ms. Bowe are, and, prior to his separation from Busey in February 2025, Mr. Jones was, party to the same form of employment agreement with First Busey, which such form is referred to as the “agreement” and has its terms described in this paragraph. Under the agreement, each executive’s agreement automatically renews each year unless either party delivers notice of nonrenewal. The agreement generally reflects the terms and conditions of the executive’s employment, including an annual base salary, annual performance bonus opportunity, and eligibility for profit sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans, plus a $1.5 million life insurance policy for each executive. The agreement also provides for severance under the circumstances described below. In the event that an executive’s employment is terminated by First Busey other than for cause or disability or the agreement terminates due to First Busey’s non-renewal of such agreement or if the executive terminates for good reason, the executive (or a beneficiary) will receive a severance payment equal to the sum of the applicable annual base salary plus the amount of the most recent performance bonus (the “Severance Payment”). The executive will also be entitled to receive continued health insurance at the same cost as during the executive’s employment for a period of one year following the effective date of termination. If First Busey or its successor terminates the executive’s employment without cause, or if the executive terminates for good reason within 180 days prior to, or within two years following, a change in control of the Company, the executive will be entitled to receive a lump sum payment equal to two times the Severance Payment. The executive will also be entitled to receive a lump sum payment in lieu of continuing health care in an amount equal to 18 months of continuation coverage pursuant to COBRA. All severance benefits are subject to reduction if such reduction would result in a better net-after-tax result for the executive after taking into account the impact of the golden parachute rules of Sections 280G and 4999 of the Internal Revenue Code. In addition to the severance payments referred to above, if First Busey terminates the executive’s employment other than for cause, the executive resigns for good reason, or upon the executive’s death or disability, the executive would be entitled to payment of a pro-rated annual incentive bonus through the date of termination. Any payments made to an executive in connection with a termination of employment are contingent upon the executive’s execution of an effective release of claims. As noted above, Mr. Jones separated from employment with First Busey in February 2025. To understand the impact of Mr. Jones’ separation from service, refer to the discussion above under the heading “February 2025 Departure of Jeffrey D. Jones.”

  52. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC adopted Item 402(u) of Regulation S-K, which requires annual disclosure of the ratio of the annual total compensation of the principal executive officer to the median employee’s annual total compensation. This ratio is commonly referred to as the “CEO Pay Ratio.” First Busey’s principal executive officer is Mr. Dukeman, the Chairman and Chief Executive Officer. In determining the median employee, a list of all active full-time and part-time employees as of December 31, 2024, exclusive of Mr. Dukeman, was prepared with their corresponding annual total W‑2 compensation as reflected in our payroll records. Compensation was annualized for any individual not employed for the full year of 2024. Employees were ranked from lowest to highest based on annual total compensation. The annual total compensation of the median employee was calculated in the same manner as the total compensation disclosed for Mr. Dukeman in the Summary Compensation Table. For 2024, the annual total compensation of the median employee was $66,049, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above, was $2,847,082. Based on this information, the ratio of annual total compensation of our Chief Executive Officer to annual total compensation of the median employee was approximately 43.1 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  53. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S‑K, we are providing the following information about the relationship between executive compensation actually paid (as determined under SEC rules) and certain financial performance of the Company.

  54. Pay Versus Performance Table

    Pay Versus Performance Table

  55. Pay Versus Performance Table

    | Year | Total Compensation for CEO | Compensation Actually Paid to CEO1 | Average Total for Other NEOs | Average Compensation Actually Paid to Other NEOs1 | Value of $100 Initial Fixed Investment Based on TSR2 | Value of $100 Initial Fixed Investment Based on 10-K Peer Group TSR3 | Net income ($000's) | Company Selected Measure - Core Earnings Per Share4 | | 2024 | $2,847,082 | $2,431,467 | $1,362,825 | $1,196,424 | $105 | $122 | $113,691 | $2.08 | | 2023 | $2,179,159 | $2,542,829 | $1,079,862 | $674,115 | $107 | $100 | $122,565 | $2.24 | | 2022 | $2,494,467 | $2,234,208 | $1,272,385 | $1,162,227 | $101 | $98 | $128,311 | $2.35 | | 2021 | $2,116,540 | $3,053,103 | $1,096,599 | $1,630,556 | $107 | $114 | $123,449 | $2.45 | | 2020 | $2,443,872 | $2,009,636 | $1,268,627 | $1,163,770 | $82 | $86 | $100,344 | $1.98 |

  56. Pay Versus Performance Table

    1.Amounts represent executive compensation actually paid to our CEO and the average executive compensation actually paid to our NEOs for the relevant fiscal year. Executive compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  57. Pay Versus Performance Table

    | | 2024 | | Summary Compensation for CEO Van A. Dukeman | $2,847,082 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | $(928,963) | | 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 | $773,997 | | Addition for the change in fair value of awards granted in prior years that were unvested as of year-end and related dividend equivalents | $25,452 | | Addition for the change in fair value of awards granted in prior years that vested during year and dividends paid | $(286,101) | | Compensation Actually Paid to CEO | $2,431,467 |

  58. Pay Versus Performance Table

    | | 2024 | | Average Summary Compensation for NEOs | $1,362,825 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | $(403,359) | | 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 | $336,078 | | Addition for the change in fair value of awards granted in prior years that were unvested as of year-end and related dividend equivalents | $10,294 | | Addition for the change in fair value of awards granted in prior years that vested during year and dividends paid | $(109,414) | | Average Compensation Actually Paid to NEOs | $1,196,424 | | NEOs included in Average Summary Compensation and average compensation actually paid(a) | | | Jeffrey D. Jones Amy L. Randolph John J. Powers Monica L. Bowe(b) | |

  59. Pay Versus Performance Table

    ___________________________________________ (a)Robin N. Elliott was an NEO in 2020, 2021, 2022 and 2023 and was therefore included for those years. (b)Ms. Bowe was not an NEO in 2020, 2021 or 2022 and was therefore not included for those years. 2.Based on initial investment of $100 as of December 31, 2019. 3.Based on initial investment of $100 as of December 31, 2019, and a cumulative Total Shareholder Return of First Busey and S&P U.S. BMI Banks — Midwest Region. 4.Core Earnings Per Share is the same as adjusted diluted earnings per share, a non-GAAP financial measure. Adjusted diluted earnings per share equals (i) the sum of (A) net income, plus (B) acquisition expenses, restructuring expenses and the tax benefit related to such expenses, divided by (ii) the weighted average number of common shares outstanding on a diluted basis. For additional information on adjusted diluted earnings per share and a reconciliation to the most directly comparable GAAP financial measure, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 under the heading “Non-GAAP Financial Information.”

  60. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024: •Core Earnings Per Share •Asset Quality Ratio •Core Return on average Tangible Common Equity •Relative Total Shareholder Return •Non-Bank Revenue •Net Promoter Score •Gallup Engagement Score

  61. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our NEOs, with •The Company’s cumulative TSR and the Peer Group’s cumulative TSR •The Company’s Net Income •The Company Selected Measure, which is Core EPS For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 30.