Independent
Tenure on this board
9.9 yrs
12 nominees · 4 ballot items.
Election of 12 directors; advisory approval of named executive officer compensation (say-on-pay); approval of the First Busey Corporation Second Amended 2020 Equity Incentive Plan; and ratification of RSM US LLP as independent registered public accounting firm.
Elect 12 directors to serve one-year terms until the 2027 Annual Meeting.
Advisory approval of compensation for named executive officers for 2025.
This is a routine non-binding advisory vote asking shareholders to approve the 2025 compensation disclosed for named executive officers (NEOs). Management seeks endorsement of its pay-for-performance program, which includes base salary, annual cash incentives tied to core EPS, asset quality, non-bank revenue, deposit growth, strategic integration goals, regulatory ratings, and long-term equity awards (RSUs and PSUs) with performance metrics (ROATCE and relative TSR) and retention features tied to the recent CrossFirst merger. The Compensation Committee updated peer group and made changes to incentive metrics post-merger; they used discretion in certain calculations (e.g., adjusting core EPS slightly for repurchases). The board recommends a “FOR” vote, noting the 2025 program balances short- and long-term incentives, maintains clawback and ownership policies, and aligns pay with regulatory guidance. Though advisory, the board will consider vote results when making future compensation decisions.
Approve an increase of 2,100,000 shares to the 2020 equity incentive plan (Amended 2020 Plan) and restate it as the Second Amended Plan with certain governance features.
Management requests shareholder approval to increase the equity plan pool by 2.1 million shares and restate the Amended 2020 Plan as the Second Amended Plan to preserve the company’s ability to grant equity-based awards following the CrossFirst merger and maintain alignment between employees and stockholders. The plan includes governance protections (minimum vesting, no liberal share recycling, no evergreen, dividend restrictions, double-trigger change-in-control vesting, no tax gross-ups, forfeiture for cause, clawback policy, limits on director awards, and independent administration by the Compensation Committee). Management argues additional shares are needed for anticipated grants and to remain competitive; the board recommends a “FOR” vote. If not approved, the company may replace equity with cash awards, increasing expense and reducing alignment with stockholders and competitiveness for talent; estimated burn rate and overhang metrics provided suggest the requested increase would keep overhang at ~5% and provide roughly three years of runway under current assumptions.
Ratify RSM US LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 8.0% | 6,797,242 | $172M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 4,945,002 | $125M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 3,625,316 | $92M |
| 4 | STATE STREET CORP | 3.7% | 3,089,405 | $78M |
| 5 | BlackRock, Inc. | 3.6% | 3,079,422 | $78M |
| 6 | BlackRock, Inc. | 3.3% | 2,758,962 | $70M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 2,008,153 | $51M |
| 8 | LSV ASSET MANAGEMENT | 1.6% | 1,388,361 | $35M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.6% | 1,346,463 | $34M |
| 10 | Savvy Advisors, Inc. | 1.5% | 1,294,378 | $33M |
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