Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
An evaluation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, was carried out as of December 31, 2023, under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer, and several other members of our senior management. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Exchange Act was (1) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (2) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the three months ended December 31, 2023, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Busey’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Busey’s internal control over financial reporting is a process designed under the supervision of Busey’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Busey’s Consolidated Financial Statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
As of December 31, 2023, management assessed the effectiveness of Busey’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the COSO in 2013. Based on this assessment, management determined that Busey maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
RSM US LLP, an independent registered public accounting firm that audited Busey’s Consolidated Financial Statements included in this Annual Report, has issued an audit opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2023. The report, which expresses an unqualified opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2023, is included in this Item under the heading “ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting .”
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of First Busey Corporation
Opinion on the Internal Control Over Financial Reporting
We have audited First Busey Corporation and Subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and our report dated February 22, 2024 expressed an unqualified opinion.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
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regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
Champaign, Illinois
February 23, 2023
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ITEM 9B. OTHER INFORMATION
During the fiscal quarter ended December 31, 2023, none of Busey’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Busey securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any non-Rule 10b5‑1 trading arrangement.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
EXECUTIVE OFFICERS
The business experience of each of our executive officers for at least the past five years is set forth below.
Van A. Dukeman. Mr. Dukeman, age 65, has been serving as a Director, Chief Executive Officer, and President of First Busey Corporation since August 2007, as Chairman the Board of Directors of First Busey Corporation since July 2020, and as President and Chief Executive Officer of Busey Bank since October 2023. Prior to August 2007, Mr. Dukeman served as a Director, Chief Executive Officer, and President of Main Street Trust, Inc. from May 1998 until its merger with Busey.
Jeffrey D. Jones. Mr. Jones, age 50, has been serving as Chief Financial Officer of First Busey Corporation since July 2019. Prior to that, he was Co-Head of the US Depository Group and Head of Depository Investment Banking with Stephens, Inc., since 2015.
Monica L. Bowe. Ms. Bowe, age 50, has been serving as Chief Risk Officer of First Busey Corporation since January 2020. Prior to that, she served as Senior Director of Operational Risk Program Management at KeyBank, a subsidiary of KeyCorp headquartered in Cleveland, Ohio, since 2015.
John J. Powers. Mr. Powers, age 68, has been serving as General Counsel of First Busey Corporation since December 2011. Prior to that, he was a stockholder of Meyer Capel, P.C., a law firm based in Champaign, Illinois, since 1998.
Amy L. Randolph. Mrs. Randolph, age 49, was appointed Chief Operating Officer of First Busey Corporation in October 2023. Prior to that appointment, she served as Chief of Staff from April 2017 to October 2023, Executive Vice President and Chief Brand Officer from March 2014 to April 2017, and Senior Vice President of Growth Strategies from 2008 to March 2014.
DIRECTORS OF THE REGISTRANT AND CORPORATE GOVERNANCE
Information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year end under the captions “Proposal 1: Election of Directors,” “Corporate Governance and Board of Directors Matters,” and “Delinquent Section 16(a) Reports.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the captions “ Director Compensation ,” “ Compensation Discussion and Analysis ,” “ Executive Management Compensation and Succession Committee Report ,” “ Compensation of Named Executive Officers ,” “ CEO Pay Ratio ,” and “ Executive Management Compensation and Succession Committee Interlocks and Insider Participation .”
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
STOCK INCENTIVE PLANS
The following table discloses the number of outstanding options, warrants, and rights granted by Busey to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2023. The table provides this information separately for equity compensation plans that have and have not been approved by security holders. Additional information regarding stock incentive plans is presented in “ Note 14. Stock-based Compensation ” in the Notes to the Consolidated Financial Statements included pursuant to Item 8.
(a)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights 1
(b)
Weighted-
average
exercise price of
outstanding
options,
warrants and
rights 2
(c)
Number of
securities
remaining for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a)) 3
Equity compensation plans
Approved by stockholders 4
1,657,569 $ 23.53 2,175,722
Not approved by stockholders — — —
Total as of December 31, 2023 1,657,569 $ 23.53 2,175,722
___________________________________________
1. Balance includes stock options assumed in connection with the acquisition of First Community.
2. The weighted average exercise price only relates to 21,266 stock options.
3. Shares were reserved under the 2020 Equity Plan and 2021 ESPP in the amounts of 1,723,343 and 452,379, respectively.
4. Includes outstanding awards under the 2020 Equity Plan, the First Busey Corporation 2010 Equity Incentive Plan, as amended, and the First Community 2016 Equity Incentive Plan.
Other information required by Item 12 is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the caption “ Stock Ownership of Certain Beneficial Owners and Management .”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the captions “Corporate Governance and Board of Directors Matters” and “Certain Relationships and Related-Person Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the caption “Audit and Related Fees.”
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS
A list of exhibits to this Annual Report is set forth on the Exhibit Index beginning on page 183 , and is incorporated into this Annual Report by reference.
Stockholders may obtain a copy of any of the exhibits by writing to First Busey Corporation, Corporate Secretary, at 100 W. University, Champaign, IL 61820, or by visiting the SEC’s EDGAR database at sec.gov . Busey’s SEC file number is 0-15950.
FINANCIAL STATEMENT SCHEDULES
Busey’s Consolidated Financial Statements are included as part of this Annual Report in “ Part II, Item 8. Financial Statements and Supplementary Data ,” as follows:
Report of Independent Registered Public Accounting Firm (PCAOB ID 49)
92
Consolidated Balance Sheets
94
Consolidated Statements of Income
95
Consolidated Statements of Comprehensive Income (Loss)
96
Consolidated Statements of Stockholders’ Equity
97
Consolidated Statements of Cash Flows
98
Notes to Consolidated Financial Statements
100
Reports on Internal Control Over Financial Reporting are included as part of this Annual Report in “ Part II, Item 9A. Controls and Procedures ,” as follows:
Management’s Report on Internal Control Over Financial Reporting
177
Report of Independent Registered Public Accounting Firm (PCAOB ID 49)
178
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated herein by reference
Exhibit
Number
Description of Exhibit Filing Entity 1
(File No.)
Form
Exhibit Filing Date
Filed
Herewith
3.1 Amended and Restated Articles of Incorporation of First Busey Corporation, together with: ( 1 ) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; ( 2 ) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; ( 3 ) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; and ( 4 ) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015
BUSE
(0-15950)
10-Q 3.1 11/06/2015
3.2 Certificate of Amendment to Articles of Incorporation, dated May 22, 2020
BUSE
(333-238782)
S-8 4.2 05/29/2020
3.3 Second Amended and Restated By-Laws of First Busey Corporation
BUSE
(0-15950)
8-K 3.1 12/07/2023
4.1 Certain instruments defining the rights of holders of long-term debt of First Busey, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the First Busey and its subsidiaries on a consolidated basis, have not been filed as exhibits. First Busey hereby agrees to furnish a copy of any of these agreements to the SEC upon request.
4.2 Description of the Company’s securities
X
10.1† Employment Agreement by and between Main Street Trust, Inc., and Van A. Dukeman, dated December 26, 2001
MSTI
(000-30031)
10-K 10.2 03/29/2002
10.2† Letter Agreement between Main Street Trust, Inc., and Van A. Dukeman, dated September 20, 2006
MSTI
(000-30031)
8-K 99.2 09/21/2006
10.3† Van A. Dukeman Addendum to Employment Agreement
BUSE
(0-15950)
10-Q 10.1 05/13/2010
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Incorporated herein by reference
Exhibit
Number
Description of Exhibit Filing Entity 1
(File No.)
Form
Exhibit Filing Date
Filed
Herewith
10.4† Van A. Dukeman First Amendment to Employment Agreement, dated December 31, 2008
BUSE
(0-15950)
10-Q 10.1 05/08/2012
10.5† First Busey Corporation 2010 Equity Incentive Plan, as amended
BUSE
(0-15950)
DEF 14A Appendix C 04/17/2015
10.6† Form of Restricted Stock Unit Award Agreement under the First Busey Corporation 2010 Equity Incentive Plan, as amended
BUSE
(0-15950)
10-K 10.27 02/28/2018
10.7† First Community Financial Partners, Inc. Amended and Restated 2008 Equity Incentive Plan
FCFP
(333-185041)
S-4 10.11 11/19/2012
10.8† First Amendment of the First Community Financial Partners, Inc. Amended and Restated 2008 Equity Incentive Plan
FCFP
(333-185041)
S-4 10.12 11/19/2012
10.9† Second Amendment of the First Community Financial Partners, Inc. Amended and Restated 2008 Equity Incentive Plan
FCFP
(001-37505)
10-K 10.8 03/14/2016
10.10† Third Amendment of the First Community Financial Partners, Inc. Amended and Restated 2008 Equity Incentive Plan
BUSE
(0-15950)
10-K 10.36 02/28/2018
10.11† First Community Financial Partners, Inc. 2016 Equity Incentive Plan
FCFP
(333-211811)
S-8 4.4 06/03/2016
10.12† First Amendment of the First Community Financial Partners, Inc. 2016 Equity Incentive Plan
BUSE
(0-15950)
10-K 10.38 02/28/2018
10.13† Form of Nonqualified Stock Option Award Agreement under the First Community Financial Partners, Inc. 2016 Equity Incentive Plan
FCFP
(333-211811)
S-8 4.7 06/03/2016
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Incorporated herein by reference
Exhibit
Number
Description of Exhibit Filing Entity 1
(File No.)
Form
Exhibit Filing Date
Filed
Herewith
10.14† Form of Incentive Stock Option Award Agreement under the First Community Financial Partners, Inc. 2016 Equity Incentive Plan
FCFP
(333-211811)
S-8 4.8 06/03/2016
10.15† Form of Restricted Stock Unit Award Agreement under the First Community Financial Partners, Inc. 2016 Equity Incentive Plan
BUSE
(0-15950)
10-K 10.41 02/28/2018
10.16† Form of Director Deferred Stock Unit Award Agreement under the First Busey Corporation 2010 Equity Incentive Plan, as amended
BUSE
(0-15950)
10-Q 10.1 08/07/2018
10.17† Form of Director Deferred Stock Unit Award Agreement under the First Community Financial Partners, Inc. 2016 Equity Incentive Plan
BUSE
(0-15950)
10-Q 10.2 08/07/2018
10.18† Jeffrey D. Jones Employment Agreement, dated July 26, 2019
BUSE
(0-15950)
8-K 10.1 07/26/2019
10.19† Robin N. Elliott Employment Agreement, dated December 5, 2019
BUSE
(0-15950)
8-K 10.1 12/10/2019
10.20† Amy L. Randolph Employment Agreement, dated December 5, 2019
BUSE
(0-15950)
8-K 10.2 12/10/2019
10.21† John J. Powers Employment Agreement, dated December 5, 2019
BUSE
(0-15950)
8-K 10.3 12/10/2019
10.22† Jeffrey D. Jones Amendment to Employment Agreement, dated December 5, 2019
BUSE
(0-15950)
8-K 10.4 12/10/2019
10.23† First Busey Corporation Amended 2020 Equity Incentive Plan
BUSE
(0-15950)
DEF 14A
Appendix A 04/14/2023
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Incorporated herein by reference
Exhibit
Number
Description of Exhibit Filing Entity 1
(File No.)
Form
Exhibit Filing Date
Filed
Herewith
10.24† Form of Restricted Stock Unit Award Agreement under the First Busey Corporation 2020 Equity Incentive Plan
BUSE
(0-15950)
S-8 4.5 05/29/2020
10.25† Form of Performance-Based Restricted Stock Unit Award Agreement under the First Busey Corporation 2020 Equity Incentive Plan
BUSE
(0-15950)
8-K 10.1 07/09/2020
10.26† Form of Director Deferred Stock Unit Award Agreement under the First Busey Corporation 2020 Equity Incentive Plan
BUSE
(0-15950)
10-Q 10.1 08/06/2020
10.27† First Busey Corporation 2021 Employee Stock Purchase Plan
BUSE
(0-15950)
DEF 14A Appendix A 04/08/2021
10.28† Gregory B. Lykins Letter of Understanding, dated April 1, 2021
BUSE
(0-15950)
10-Q 10.33 05/06/2021
10.29 Second Amended and Restated Credit Agreement, dated as of May 28, 2021, by and between First Busey Corporation and U.S. Bank National Association
BUSE
(0-15950)
8-K 10.34 06/02/2021
10.30† First Busey Profit Sharing Plan and Trust (as amended and restated January 1, 2022)
BUSE
(0-15950)
10-K 10.30 02/23/2023
10.31† Separation Letter, dated as of October 20, 2023 between First Busey Corporation, Busey Bank, and Robin N. Elliott
BUSE
(0-15950)
8-K 10.1 10/24/2023
21.1 List of Subsidiaries of First Busey Corporation
X
23.1 Consent of Independent Registered Public Accounting Firm, RSM US LLP
X
31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)
X
First Busey Corporation | 2023 — 186
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Incorporated herein by reference
Exhibit
Number
Description of Exhibit Filing Entity 1
(File No.)
Form
Exhibit Filing Date
Filed
Herewith
31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)
X
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Executive Officer
X
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Financial Officer
X
97.1 First Busey Corporation C lawback P olicy
X
101.INS iXBRL Instance Document
101.SCH iXBRL Taxonomy Extension Schema
101.CAL iXBRL Taxonomy Extension Calculation Linkbase
101.LAB iXBRL Taxonomy Extension Label Linkbase
101.PRE iXBRL Taxonomy Extension Presentation Linkbase
101.DEF iXBRL Taxonomy Extension Definition Linkbase
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
___________________________________________
1. BUSE is First Busey Corporation. MSTI is Main Street Trust, Inc. FCFP is First Community Financial Partners, Inc.
† Management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 22, 2024
FIRST BUSEY CORPORATION
(Registrant)
BY /s/ VAN A. DUKEMAN
Van A. Dukeman
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
BY /s/ JEFFREY D. JONES
Jeffrey D. Jones
Chief Financial Officer
(Principal Financial Officer)
BY /s/ SCOTT A. PHILLIPS
Scott A. Phillips
Corporate Controller and Principal Accounting Officer
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ VAN A. DUKEMAN Chairman, President and Chief Executive Officer February 22, 2024
Van A. Dukeman (Principal Executive Officer)
/s/ JEFFREY D. JONES Chief Financial Officer February 22, 2024
Jeffrey D. Jones (Principal Financial Officer)
/s/ SCOTT A. PHILLIPS Corporate Controller and Principal Accounting Officer February 22, 2024
Scott A. Phillips (Principal Accounting Officer)
/s/ GREGORY B. LYKINS Vice-Chairman February 22, 2024
Gregory B. Lykins
/s/ SAMUEL P. BANKS Director February 22, 2024
Samuel P. Banks
/s/ GEORGE BARR Director February 22, 2024
George Barr
/s/ STANLEY J. BRADSHAW Director February 22, 2024
Stanley J. Bradshaw
/s/ MICHAEL D. CASSENS Director February 22, 2024
Michael D. Cassens
/s/ KAREN M. JENSEN Director February 22, 2024
Karen M. Jensen
/s/ FREDERIC L. KENNEY Director February 22, 2024
Frederic L. Kenney
/s/ STEPHEN V. KING Director February 22, 2024
Stephen V. King
/s/ CASSANDRA R. SANFORD Director February 22, 2024
Cassandra R. Sanford
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