DEF 14A of First Busey Corp /NV/, Apr 12, 2024

DEF 14A of First Busey Corp /NV/

Filed Apr 12, 2024 · FY20230001104659-24-046763

Open on EDGAR

  1. PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS MAY 22, 2024

    | QUESTIONS AND ANSWERS | 3 | | PROPOSAL 1: ELECTION OF DIRECTORS | 9 | | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS | 15 | | DIRECTOR COMPENSATION | 23 | | REPORT OF THE AUDIT COMMITTEE | 24 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 | | DELINQUENT SECTION 16(A) REPORTS | 27 | | COMPENSATION DISCUSSION AND ANALYSIS | 27 | | EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE REPORT | 44 | | COMPENSATION OF NAMED EXECUTIVE OFFICERS | 45 | | CEO PAY RATIO | 55 | | PAY VERSUS PERFORMANCE | 55 | | EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 59 | | PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION | 60 | | PROPOSAL 3: NON-BINDING, ADVISORY VOTE REGARDING THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE OFFICER COMPENSATION | 61 | | PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | AUDIT AND RELATED FEES | 63 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 63 | | OTHER BUSINESS | 64 | | ANNUAL REPORT AND FINANCIAL STATEMENTS; OTHER INFORMATION | 64 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The board of directors, upon the recommendation of the Nominating Committee, has nominated the 10 nominees named below for election as directors at the 2024 Annual Meeting for a term expiring at the 2025 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 10 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. 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.

  3. 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 10 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey.

  4. Board Recommendation

    Board Recommendation The board of directors recommends that you vote “FOR” each of the nominees listed in the “Nominees” table below.

  5. Board of Director Nominee Statistics

    Board of Director Nominee Statistics

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In general, director compensation for non-employee directors who served on the board during 2023 included a cash retainer and share-based compensation in the form of deferred stock units (“DSUs”). DSUs are subject to the same terms as restricted stock units (“RSUs”), except that, following vesting, settlement is deferred and occurs within 30 days following the earlier of separation from the board or a change in control of First Busey. Based on the Compensation Committee’s review of director compensation in 2023, effective March 2023, the dollar value of the annual DSU grant for non-employee directors was increased from $63,000 to $69,500, and the annual cash retainer for directors serving on the Director’s Loan Committee was increased from $7,500 to $10,000. In addition, the Vice Chairman and the lead independent director each receive an annual cash retainer of $12,500, non-chair directors each receive an annual cash retainer of $6,000 for each committee served on, and Committee chairs receive an annual cash retainer of $15,000 (in the case of the Audit Committee) and $12,500 (in the case of the Compensation Committee, the Nominating Committee and the Enterprise Risk Committee). Total fees for service on the board and board committees are reflected in the table below. Each of the non-employee directors also received 3,400 DSUs. All of such DSUs vest on the first anniversary of the grant date.

  7. DIRECTOR COMPENSATION

    | 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 |

  8. DIRECTOR COMPENSATION

    (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 2023 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 14 to our audited financial statements for our fiscal year ended December 31, 2023. (3) The aggregate number of DSUs not vested at December 31, 2023 for each director was as follows: Samuel P. Banks — 3,400 DSUs. George Barr — 3,400 DSUs. Stanley J. Bradshaw — 3,400 DSUs. Michael D. Cassens — 3,400 DSUs. Karen M. Jensen — 3,400 DSUs. Frederic L. Kenney — 3,400 DSUs. Stephen V. King — 3,400 DSUs. Gregory B. Lykins — 3,400 DSUs. Cassandra R. Sanford — 3,400 DSUs.

  9. 2023 Compensation Highlights

    2023 Compensation Highlights • Base Salaries: With the exception of our Chief Executive Officer, the Compensation Committee approved base salary increases for each of our NEOs effective February 26, 2023. These increases were made after considering input from Pearl Meyer & Partners, LLC (“Pearl Meyer”), our external independent compensation consultant, and First Busey’s senior management. Regarding our Chief Executive Officer’s base salary, while he did not participate in any discussions or deliberations respecting his own compensation, in making its decision to maintain his base salary at the prior year’s level, the Compensation Committee was aware of his strong preference that his base salary not be increased. Solely in the Compensation Committee’s discretion, after considering input from Pearl Meyer, the Compensation Committee decided not to increase the salary of the Chief Executive Officer. For more information regarding the Compensation Committee’s consideration of the views of our senior management in setting compensation, please see “Role of Executive Officers in Compensation Decisions” below. • Annual Cash Incentive Plan: The Compensation Committee approved the formulation for the 2023 annual cash incentive plan, which was substantially similar to the 2022 annual cash incentive plan, except that the 2023 incentive plan provided for interpolation of the Non-Bank Revenue metric. • Equity Incentive Compensation: The Compensation Committee granted equity awards of RSUs and PSUs in the same percentage portions as the 2022 grants, with 50% consisting of RSUs and 50% consisting of PSUs, and approved performance measures with respect to PSUs that were substantially similar to the performance measures with respect to the 2022 PSU grants.

  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, 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. |

  11. Executive Compensation Policies and Practices

    | 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 |

  12. Compensation Process

    Effective March 2024, the Compensation Committee reviewed the benchmarking of executive pay based on the Company’s revised compensation peer group and survey information. The 2024 peer companies include the following 24 publicly-traded financial companies with similar asset sizes that provide banking and related services in market areas comparable to those of First Busey:

  13. 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 compensation levels of 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 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 RSUs and PSUs 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 determinations are made at its discretion and are generally presented to the full board for ratification. When making award decisions, the 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.

  14. 2023 Compensation Determinations

    2023 Annual Cash Incentive Plan. The Compensation Committee approved the formulation for the 2023 annual cash incentive plan, which was substantially similar to the 2022 annual cash incentive plan, except that the Non-Bank Revenue metric now provided for interpolation and new performance levels were established for the EPS and Non-Bank Revenue metrics. The weighting of the metrics for 2023 was as follows: Core Earnings Per Share (35%), Asset Quality Ratio relative to the Peer Group (25%), Non-Bank Revenue (30%), Net Promoter Score (3.4%), Gallup Engagement Score (3.3%), and Regulatory Ratings (3.3%). The 2023 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 2023 plan also provided for a maximum cash incentive opportunity of 150% of salary for the Chief Executive Officer and 125% of salary for the other NEOs for achievement of superior performance, and no cash incentive for below threshold performance (failure to exceed the threshold goal). The remaining structural elements of the Annual Cash Incentive Plan remained substantially similar to the 2022 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 2023, the specific performance measures in the annual cash incentive plan for our Chief Executive Officer and other 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 the Chief Executive Officer and other NEOs to the overall business success of First Busey during 2023 from an operational and stockholder value perspective. Under the plan, each performance measure received a weighting between 3.3% and 35%, 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.

  15. 2023 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. Core Earnings Per Share is the same as adjusted diluted earnings per share, a non-GAAP financial measure — see the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. (2) Equals [(30-89 day past due loans plus 90+ day past due loans plus non-accrual loans plus other real estate owned), divided by total capital], compared to Peer Group. (3) Aggregate net revenue of Busey Wealth Management and FirsTech. (4) The Net Promoter Score is measured against the most recent results for the Company as of year-end against overall NPS scores provided by Qualtrics; excludes 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; excludes newly-acquired companies for first 12 months. (6) The Regulatory Rating objectives were 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 on pages 33 and 34. The performance period for each measure was for the twelve months ending December 31, 2023. 2023 Annual Cash Incentive Compensation Results. Asset quality remains strong with $7.9 million in non-performing assets, an allowance to total portfolio loans of 0.10%, and an allowance to non-performing loan ratio of 1,173.75% as of December 31, 2023. 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 2023. We believe we did not stretch our liquidity or risk profiles to achieve our results for 2023. Actual results and the impact on the potential cash incentive payout are outlined below.

  16. 2023 Compensation Determinations

    | 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 |

  17. 2023 Compensation Determinations

    2023 Equity Incentive Compensation. On March 21, 2023 the Compensation Committee recommended equity awards for each executive officer with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs with a cliff vesting period of five (5) years, which the board of directors approved on March 22, 2023. The number of PSUs earned can vary between 0% and 50% to 160% of the target number of shares depending on the performance achieved. A portion of the PSUs may be earned based upon the Company’s three year average Core Return on average Tangible Common Equity and a portion of the PSUs may 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 as of March 22, 2023, 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, 2023 and ending on December 31, 2025. The tables below outline the total equity awards and the individual award values.

  18. 2023 Compensation Determinations

    | 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 |

  19. 2023 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. In connection with Mr. Elliott’s resignation from his positions, Mr. Elliott forfeited all of his unvested RSUs and PSUs upon the end of his employment. Of the total number of PSUs to be earned by each remaining participant at the end of the performance period, 50% will be based on the Company’s relative TSR as follows:

  20. 2023 Compensation Determinations

    | 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% |

  21. 2023 Compensation Determinations

    * The number of PSUs earned is to be determined with interpolation. Of the total number of PSUs to be earned by each remaining participant at the end of the performance period, 50% will be based on the Company’s three-year average of the Core Return on average Tangible Common Equity as follows:

  22. 2023 Compensation Determinations

    | 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% |

  23. 2024 Compensation Determinations

    | 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 |

  24. 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. Of the total number of PSUs to be earned by each participant at the end of the performance period, 50% will be based on the Company’s relative TSR as follows:

  25. 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% |

  26. 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 at the end of the performance period, 50% will be based on the Company’s three-year average of the Core Return on average Tangible Common Equity as follows:

  27. 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% |

  28. 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 2023, 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 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 changes. 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 remaining NEOs 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. Further, pursuant to his employment agreement that has been in place since 2006, Mr. Dukeman is entitled to a tax gross-up that will offset, on an after-tax basis, any excise tax imposed on him under Section 4999 of the Internal Revenue Code, which applies to payments or benefits paid in connection with a change in control to the extent such payments or benefits constitute “excess parachute payments” under Section 280G of the Internal Revenue Code. No other First Busey employment agreement provides for a tax gross-up.

  29. Regulatory Impact on Compensation

    Regulatory Impact on Compensation The Compensation Committee made many important decisions in 2023 affecting the compensation of our NEOs. These decisions were the result of many factors, including our financial performance as discussed throughout this CD&A. To more fully understand the decisions of the committee with respect to compensation during 2023 and into 2024, the 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”) in 2015, excessive compensation is prohibited as an unsafe and unsound practice. When determining whether compensation is excessive, the FDIC has directed financial institutions to consider whether aggregate cash amounts paid or noncash benefits provided to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness Standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity, and, as appropriate, comparable compensation practices at peer institutions. This framework also required First Busey to consider its overall financial condition. In addition to the Safety and Soundness Standards, the committee considers the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”) issued jointly in 2010 by the FDIC, the Federal Reserve, the Officer of the Comptroller of the Currency, and the Office of Thrift Supervision. 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 the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). 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. The committee does note, however, that risk assessment rules issued under the Dodd-Frank Act nearly mirror the Safety and Soundness Standards and the framework of the Joint Guidance. As such, the committee already adheres, in many respects, to rules and regulations under the Dodd-Frank Act. In addition to the foregoing, as a publicly-traded corporation, First Busey is subject to the Securities and Exchange Commission’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 committee periodically revisits the frameworks set forth in the Safety and Soundness Standards and the Joint Guidance, as both are effective parts of the Compensation Committee’s overall assessment of the balance between risk and reward in First Busey’s compensation arrangements. The 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 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 committee also considers how various elements of compensation will impact our financial results. For example, the 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.

  30. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs — which consist of (a) our Chief Executive Officer, (b) Chief Financial Officer, (c) our three other most highly compensated executive officers, and (d) Mr. Elliott, who would have been reported under clause (c) above if he was still an executive officer at the end of 2023 — in 2023.

  31. Summary Compensation Table

    | 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 |

  32. Summary Compensation Table

    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 14 to our audited financial statements for our fiscal year ended December 31, 2023. For 2023, 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.

  33. Summary Compensation Table

    | 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) |

  34. Summary Compensation Table

    (a) Mr. Elliott forfeited all of his unvested PSUs upon the end of his employment. (2) 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 “2023 Compensation Determinations — 2023 Annual Cash Incentive Compensation” section of the CD&A. (3) All other compensation for our NEOs during 2023 is summarized in the table immediately below.

  35. Summary Compensation Table

    | 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 |

  36. Summary Compensation Table

    (a) Includes matching and profit-sharing contributions to the 401(k) Plan. (4) Ms. Bowe was not an NEO in 2021 or 2022. (5) Mr. Elliott forfeited all of his unvested RSUs and PSUs as of the end of his employment.

  37. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning the unvested stock awards held by our NEOs as of December 31, 2023. Market values are presented as of the end of 2023 for outstanding stock awards (based on the closing price of First Busey’s common stock of $24.82 on the last business day of the year, December 29, 2023).

  38. Outstanding Equity Awards at Fiscal Year End

    | | 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 | — | — | — | — |

  39. Outstanding Equity Awards at 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: Van A. Dukeman — 38,170 RSUs on July 5, 2024; 51,650 RSUs on July 7, 2025; 29,050 RSUs on March 24, 2026; 17,772 RSUs on March 23, 2027; 20,443 PSUs on December 31,2024; 23,516 PSUs on December 31, 2025; and 21,570 RSUs on March 22, 2028. Jeffrey D. Jones — 27,345 RSUs on July 7, 2025; 15,379 RSUs on March 24, 2026; 9,410 RSUs on March 23, 2027; 10,822 PSUs on December 31, 2024; 12,450 PSUs on December 31, 2025; and 11,420 RSUs on March 22, 2028. Amy L. Randolph — 16,840 RSUs on July 5, 2024; 22,786 RSUs on July 7, 2025; 12,816 RSUs on March 24, 2026; 7,842 RSUs on March 23, 2027; 9,018 PSUs on December 31, 2024; 10,376 PSUs on December 31, 2025; and 9,515 RSUs on March 22, 2028. John J. Powers — 13,471 RSUs on July 5, 2024; 18,229 RSUs on July 7, 2025; 10,253 RSUs on March 24, 2026; 6,272 RSUs on March 23, 2027; 7,215 PSUs on December 31, 2024; 8,299 PSUs on December 31, 2025; and 7,613 RSUs on March 22, 2028. Monica L. Bowe — 15,191 RSUs on July 7, 2025; 8,545 RSUs on March 24, 2026; 5,228 RSUs on March 23, 2027; 6,012 PSUs on December 31, 2024; 6,918 PSUs on December 31, 2025; and 6,344 RSUs on March 22, 2028. 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. Traditionally, the committee has elected to grant only RSUs to our NEOs, but starting in 2020 the committee also elected to grant a portion of each NEO’s equity award in the form of PSUs. 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 committee, are set forth in individual agreements with the participant. The Amended 2020 Plan also enables the 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. Outstanding RSU awards held by the NEOs and other participants under our legacy equity plan, the First Busey 2010 Equity Incentive Plan (the “2010 Plan”), are subject to forfeiture and accelerated vesting consistent with the above, except that upon a change in control of First Busey, unvested RSUs will vest in full.

  40. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 Our NEOs did not exercise any stock options in 2023. RSU and PSU vesting information in 2023 by NEO is as follows:

  41. Option Exercises and Stock Vested in 2023

    | 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 |

  42. Option Exercises and Stock Vested in 2023

    All vested stock awards reflected in this table include dividend equivalents earned during the vesting period. Amounts reflect the value realized upon vesting of RSUs (other than for Monica L. Bowe) based on the closing price of First Busey’s common stock of $21.44 on the August 1, 2023 vesting date, vesting of RSUs of Monica L. Bowe based on the closing price of First Busey’s common stock of $24.89 on the February 3, 2023 vesting date and vesting of PSUs based on the closing price of First Busey’s common stock of $24.82 on the last business day of the year, December 29, 2023, effective on the December 31, 2023 vesting date.

  43. Potential Payments Upon Termination or Change in Control Disclosure

    Potential Payments Upon Termination or Change in Control Disclosure Each of Messrs. Dukeman, Jones and Powers and Ms. Randolph and Ms. Bowe has an employment agreement that provides for certain severance payments following certain termination events, including a termination in connection with a “change in control” of First Busey. Each of Messrs. Dukeman, Jones and Powers and Ms. Randolph and Ms. Bowe is subject to a confidentiality provision and a one-year noncompetition covenant following the termination of his or her respective employment. Messrs. Jones and Powers and Ms. Randolph and Ms. Bowe are also subject to a one-year non-solicitation covenant of employees and customers following a termination of employment. Payments due upon termination will be paid by First Busey in equal biweekly installments for a period of one year, unless the termination is in connection with a change in control, in which case Mr. Dukeman will be paid for a period of three years and the other NEOs will be paid in lump sum. Mr. Dukeman’s agreement provides for one-year employment terms beginning each January 1 that automatically renew each year unless either Mr. Dukeman or First Busey provides the other with notice of nonrenewal. The agreement reflects the terms and conditions of Mr. Dukeman’s employment with First Busey and entitles him to an annual base salary and 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. Mr. Dukeman’s agreement provides that if he is terminated without cause, if he terminates his employment due to constructive discharge, or if his employment is terminated due to disability or death, he or his named beneficiary will receive an amount equal to the sum of his annual base salary plus the amount of his most recent performance bonus; and if such termination occurs prior to the end of the current agreement term, the value of contributions under First Busey’s retirement and employee benefit plans that would have been made through such term if he remained employed (the “Dukeman Severance Payment”). Mr. Dukeman will 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 occur within an 18-month period before a change in control of First Busey, Mr. Dukeman will also be entitled to receive an additional amount equal to the difference between the severance amounts described in the preceding two sentences and the greater of $900,000 or three times the Dukeman Severance Payment. Mr. Dukeman will be entitled to receive the greater of $900,000 or three times the Dukeman Severance Payment if: (a) Mr. Dukeman elects to terminate his employment, or his employment is terminated due to constructive discharge, within the one-year period after a change in control; or (b) his employment is 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 will 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 will 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. Mr. Jones’ agreement provides for one-year employment terms that automatically renew each year unless either Mr. Jones or First Busey provides the other with notice of nonrenewal. The agreement reflects the terms and conditions of Mr. Jones’ employment with First Busey and entitles him to an annual base salary and 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, including a $1.5 million life insurance policy. Mr. Jones’ agreement provides that, in the event that his employment is terminated by First Busey other than for cause or disability or his agreement terminates due to First Busey’s non-renewal of such agreement or if he terminates for good reason, he or his beneficiary will receive a severance payment equal to the sum of his applicable annual base salary plus the amount of his most recent performance bonus (the “Jones Severance Payment”). Mr. Jones will also be entitled to receive continued health insurance at the same cost as during his employment for a period of one year following the effective date of termination. If First Busey or its successor terminates Mr. Jones’ employment without cause, or if he terminates for good reason within 180 days prior to, or within 2 years following, a change in control of the Company, Mr. Jones will be entitled to receive a lump sum payment equal to two times the Jones Severance Payment. Mr. Jones 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 Mr. Jones 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, in the event that First Busey terminates Mr. Jones’ employment other than for cause, Mr. Jones resigns for good reason, or upon Mr. Jones’ death or disability, he would be entitled to payment of a pro-rated annual incentive bonus through the date of termination.

  44. Potential Payments Upon Termination or Change in Control Disclosure

    Ms. Randolph’s agreement provides for one-year employment terms that automatically renew each year unless either Ms. Randolph or First Busey provides the other with notice of nonrenewal. The agreement reflects the terms and conditions of Ms. Randolph’s employment with First Busey and entitles her to an annual base salary and 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, including a $1.5 million life insurance policy. Ms. Randolph’s agreement provides that, in the event that her employment is terminated by First Busey other than for cause or disability or her agreement terminates due to First Busey’s non-renewal of such agreement or if she terminates for good reason, she or her beneficiary will receive a severance payment equal to the sum of her applicable annual base salary plus the amount of her most recent performance bonus (the “Randolph Severance Payment”). Ms. Randolph will also be entitled to receive continued health insurance at the same cost as during her employment for a period of one year following the effective date of termination. If First Busey or its successor terminates Ms. Randolph’s employment without cause, or if she terminates for good reason within 180 days prior to, or within 2 years following, a change in control of the Company, Ms. Randolph will be entitled to receive a lump sum payment equal to two times the Randolph Severance Payment. Ms. Randolph 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 Ms. Randolph 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, in the event that First Busey terminates Ms. Randolph’s employment other than for cause, Ms. Randolph resigns for good reason, or upon Ms. Randolph’s death or disability, she would be entitled to payment of a pro-rated annual incentive bonus through the date of termination. Mr. Powers’ agreement provides for one-year employment terms that automatically renew each year unless either Mr. Powers or First Busey provides the other with notice of nonrenewal. The agreement reflects the terms and conditions of Mr. Powers’ employment with First Busey and entitles him to an annual base salary and 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, including a $1.5 million life insurance policy. Mr. Powers’ agreement provides that, in the event that his employment is terminated by First Busey other than for cause or disability or his agreement terminates due to First Busey’s non-renewal of such agreement or if he terminates for good reason, he or his beneficiary will receive a severance payment equal to the sum of his applicable annual base salary plus the amount of his most recent performance bonus (the “Powers Severance Payment”). Mr. Powers will also be entitled to receive continued health insurance at the same cost as during his employment for a period of one year following the effective date of termination. If First Busey or its successor terminates Mr. Powers’ employment without cause, or if he terminates for good reason within 180 days prior to, or within 2 years following, a change in control of the Company, Mr. Powers will be entitled to receive a lump sum payment equal to two times the Powers Severance Payment. Mr. Powers 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 Mr. Powers 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, in the event that First Busey terminates Mr. Powers’ employment other than for cause, Mr. Powers resigns for good reason, or upon Mr. Powers’ death or disability, he would be entitled to payment of a pro-rated annual incentive bonus through the date of termination. Ms. Bowe’s agreement provides for one-year employment terms that automatically renew each year unless either Ms. Bowe or First Busey provides the other with notice of nonrenewal. The agreement reflects the terms and conditions of Ms. Bowe’s employment with First Busey and entitles her to an annual base salary and 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, including a $1.5 million life insurance policy. Ms. Bowe’s agreement provides that, in the event that her employment is terminated by First Busey other than for cause or disability or her agreement terminates due to First Busey’s non-renewal of such agreement or if she terminates for good reason, she or her beneficiary will receive a severance payment equal to the sum of her applicable annual base salary plus the amount of her most recent performance bonus (the “Bowe Severance Payment”). Ms. Bowe will also be entitled to receive continued health insurance at the same cost as during her employment for a period of one year following the effective date of termination. If First Busey or its successor terminates Ms. Bowe’s employment without cause, or if she terminates for good reason within 180 days prior to, or within 2 years following, a change in control of the Company, Ms. Bowe will be entitled to receive a lump sum payment equal to two times the Bowe Severance Payment. Ms. Bowe 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 Ms. Bowe 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, in the event that First Busey terminates Ms. Bowe’s employment other than for cause, Ms. Bowe resigns for good reason, or upon Ms. Bowe’s death or disability, she would be entitled to payment of a pro-rated annual incentive bonus through the date of termination. Payments made upon a termination of employment under the employment agreements for Messrs. Jones and Powers and Ms. Randolph and Ms. Bowe are contingent on the executive’s execution of a release. 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 termination was effective as of December 29, 2023, the last business day of the year, 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.

  45. Potential Payments Upon Termination or Change in Control Disclosure

    | 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 | — | — |

  46. 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 29, 2023 closing price of First Busey’s common stock of $24.82 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. (3) Estimated calculation based on a federal tax rate of 37.0%, state income tax rate of 3.30%, Medicare tax rate of 2.35% and excise tax rate of 20.0%. (4) Ms. Randolph has waived medical insurance through First Busey. (5) No amount is reported for PSUs because they must be held for the entire performance period. (6) With respect to Messrs. Jones and Powers, and Ms. Randolph and Ms. 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. 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.

  47. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Dodd-Frank Act, the Securities and Exchange Commission adopted a rule requiring 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, 2023, 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 2023. 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 2023, the annual total compensation of the median employee was $65,415, and the annual total compensation of the Chief Executive Officer, as reported in the Summary Compensation Table above, was $2,179,159. Based on this information, the ratio of annual total compensation of the Chief Executive Officer to annual total compensation of the median employee was approximately 33.3 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Securities and Exchange Commission rules based on our payroll and employment records and the methodology described above. The Securities and Exchange Commission 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.

  48. 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 Securities and Exchange Commission rules) and certain financial performance of the Company.

  49. Pay Versus Performance Table

    Pay Versus Performance Table

  50. Pay Versus Performance Table

    | 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 – Core Earnings Per Share(4) | | 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 |

  51. Pay Versus Performance Table

    Amounts represent executive compensation actually paid to our CEO and the average executive compensation actually paid to our remaining 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:

  52. Pay Versus Performance Table

    | | 2023 | | Summary Compensation for CEO Van A. Dukeman | $2,179,159 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(841,181) | | 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 | $1,118,648 | | Addition for the Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End and Related Dividend Equivalents | $161,641 | | Addition for the Change in Fair Value of Awards Granted in Prior Years that Vested during Year and Dividends Paid | $(75,438) | | Compensation Actually Paid to CEO | $2,542,829 |

  53. Pay Versus Performance Table

    | | 2023 | | Average Summary Compensation for NEOs | $1,079,862 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(366,150) | | 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 | $357,019 | | Addition for the Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End and Related Dividend Equivalents | $45,742 | | Addition for the Change in Fair Value of Awards Granted in Prior Years that Vested during Year and Dividends Paid | $(24,153) | | Addition for the Change in Fair Value of Awards that were Forfeited during Year | $(418,205) | | Average Compensation Actually Paid to NEOs | $674,115 | | NEOs included in Average Summary Compensation and average compensation actually paid | | | Jeffrey D. Jones Amy L. Randolph John J. Powers Monica L. Bowe(a) Robin N. Elliott | |

  54. Pay Versus Performance Table

    (a) 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 & S&P U.S. BMI Banks — Midwest Region. Core Earnings Per Share is the same as adjusted diluted earnings per share, a non- GAAP financial measure — see Non-GAAP Financial Information in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023.

  55. 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, 2023: • 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

  56. 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 remaining 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.