FIRST BUSEY CORP (BUSE)
Sector: Financials
2026 Annual Meeting Analysis
FIRST BUSEY CORP · Meeting: May 20, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2016 with extensive banking experience; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold required to trigger a no vote, and no overboarding, attendance, or independence issues were identified.
Joined First Busey's board in March 2025 following the CrossFirst merger, meaning his tenure on the First Busey board is under 24 months, exempting him from the TSR performance trigger; his background in senior executive leadership and CrossFirst board service is relevant.
Joined First Busey's board in March 2025 following the CrossFirst merger, meaning his tenure on the First Busey board is under 24 months, exempting him from the TSR performance trigger; his management and governance experience is relevant to the company's strategic direction.
Director since 2019 with relevant technology and long-standing bank board experience; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold, and no other policy flags were identified.
Director and CEO since 2007 with deep banking expertise; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold required to trigger a no vote for a director with strong positive absolute TSR, and no overboarding issues were identified.
Joined First Busey's board in March 2025 following the CrossFirst merger, meaning her tenure on the First Busey board is under 24 months, exempting her from the TSR performance trigger; she is a CPA with over 30 years of relevant financial and risk management experience.
Director since 2019 with engineering and executive leadership experience and prior bank board service; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold, and no other policy flags were identified.
Director since 2018 with legal expertise and long-standing Busey Bank board service; designated audit committee financial expert; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold.
Director since 2013 with private equity and multi-industry board experience; BUSE's 3-year stock return of +56% outpaces the peer group median by +9.9pp, well within the 65pp threshold, and no other policy flags were identified.
Joined First Busey's board in March 2025 following the CrossFirst merger, meaning his tenure on the First Busey board is under 24 months, exempting him from the TSR performance trigger; his background as a public company CFO and ongoing audit committee service at MGP Ingredients provides strong financial expertise.
Joined First Busey's board in March 2025 (having served on Busey Bank's board since 2017); his First Busey board tenure is under 24 months, exempting him from the TSR performance trigger, and his business and banking industry experience is relevant.
Joined First Busey's board in March 2025 (having served on Busey Bank's board since 2021); her First Busey board tenure is under 24 months, exempting her from the TSR performance trigger, and her academic and consumer behavior expertise contributes to board diversity of perspective.
All 12 director nominees receive a FOR vote. BUSE's 3-year price return of +56.0% outperforms the company-disclosed peer group median by +9.9 percentage points, far below the 65pp underperformance threshold required to trigger a no vote under the strong-positive-TSR tier. Five directors (Brenneman, Caple, Grigsby, Rauckman, Wehrli) joined First Busey's board in March 2025 following the CrossFirst merger and are exempt from the TSR trigger as their First Busey tenure is under 24 months. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified for any nominee. Tiffany White also joined the First Busey board in 2025 (bank board since 2021) and is similarly within the 24-month exemption window.
Say on Pay
✓ FORCEO
Van A. Dukeman
Total Comp
$4,030,080
Prior Support
96%%
CEO total compensation of approximately $4.03 million is reasonable for a $2.3 billion market cap regional bank CEO, particularly given the significant complexity added by the 2025 CrossFirst merger that doubled the company's size. The pay mix is heavily performance-oriented — roughly 45% of the CEO's 2025 target direct compensation came from performance-based stock awards (PSUs tied to relative TSR and return on tangible equity over three years), with additional annual cash incentive tied to multiple objective financial metrics including asset quality, earnings per share, deposit growth, and integration targets; fixed base salary represents well under 40% of total compensation. BUSE's 3-year stock return of +56% outperforms the peer group median by +9.9 percentage points, confirming that incentive pay was earned in alignment with shareholder outcomes, and the prior-year say-on-pay vote received overwhelming 96% approval.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$1,676,000
Non-Audit Fees
$0
RSM US LLP performed only audit work for First Busey in both 2025 and 2024 — there were zero non-audit, audit-related, or tax fees, meaning the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not fire and the absence of disclosure is noted as a minor negative. No material financial restatements were identified. RSM is a large national firm appropriate for a $2.3 billion market cap bank.
Overall Assessment
First Busey's 2026 annual meeting ballot presents four proposals — director elections, say on pay, an equity plan amendment, and auditor ratification. All standard proposals receive a FOR vote: the full 12-director slate is supported given strong stock performance relative to peers and no governance red flags, CEO pay is reasonable and performance-aligned, and RSM US LLP passes all auditor independence tests with zero non-audit fees. The equity plan amendment (Proposal 3) falls outside the scope of this policy and no determination is made on that item.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing