Amy Randolph
FIRST BUSEY CORP /NV/About Amy Randolph
Amy L. Randolph (age 50) is Chief Operating Officer of First Busey Corporation and Busey Bank since October 2023; she became Executive Vice President of CrossFirst Bank following the March 1, 2025 merger integration, and has been with First Busey since 2008 in senior roles spanning growth strategy, branding, and chief-of-staff responsibilities . Company performance during 2024 included net income of $113.7 million (adjusted net income $119.8 million), adjusted diluted EPS of $2.08, and strong capital ratios (CET1 14.10%, Tier 1 14.98%, Leverage 11.06%, Total RBC 18.53%), reflecting a conservative operating approach and ongoing fee-income growth in Wealth Management (+12.3% YoY to $65.0 million) and FirsTech (+1.3% YoY to $23.1 million) . Stockholder support for executive pay remained high with ~93% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Busey Corporation / Busey Bank | Senior Vice President, Growth Strategies | 2008–2014 | Led growth strategies to expand business development initiatives . |
| First Busey Corporation / Busey Bank | EVP & Chief Brand Officer | 2014–2017 | Oversaw brand strategy and communications to support growth . |
| First Busey Corporation / Busey Bank | Chief of Staff | 2017–2023 | Coordinated executive priorities, governance, and operational alignment . |
| First Busey Corporation / Busey Bank | Chief Operating Officer | Oct 2023–present | Executive oversight of operations across banking segments . |
| CrossFirst Bank | Executive Vice President | Mar 2025–present | Senior leadership role post-merger integration . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $417,115 | $495,000 |
| Target Annual Cash Incentive (% of Salary) | 100% (NEO target) | 100% (NEO target) |
| Actual Annual Cash Incentive Paid ($) | $274,260 | $550,935 |
| All Other Compensation ($) | $26,673 | $40,348 |
| Total Compensation ($) | $1,089,142 | $1,533,435 |
Performance Compensation
Annual Cash Incentive – 2024 Plan Design and Results
| Metric | Weight | Target | Actual Achievement | Payout Multiplier (NEO) |
|---|---|---|---|---|
| Core Earnings Per Share (adjusted diluted EPS) | 40% | $2.05 | Above Target | 106.0% |
| Asset Quality Ratio (relative percentile vs peer group) | 25% | 50–59.99%ile | Maximum | 125.0% |
| Non-Bank Revenue (Wealth + FirsTech) | 25% | $87.34MM | Above Target | 102.2% |
| Net Promoter Score (relative percentile) | 3.4% | 45–54.99%ile | Maximum | 125.0% |
| Gallup Engagement Score (relative percentile) | 3.3% | 45–54.99%ile | Maximum | 125.0% |
| Regulatory Ratings (CAMELS, supervisory actions) | 3.3% | Maintain established ratings | Above Target | 112.5% |
| Calculated Bonus as % of Salary (NEO) | — | — | — | 111.3% |
Notes:
- NEO target opportunity = 100% of salary; maximum = 125% of salary .
- Metrics incorporate non-GAAP adjustments for M&A and securities gains/losses in EPS .
Equity Awards – Grants, Metrics, and Vesting
| Item | 2023 | 2024 |
|---|---|---|
| Equity Mix | 50% PSUs / 50% RSUs | 50% PSUs / 50% RSUs |
| Target Grant Values (PSUs / RSUs / Total) | $187,500 / $187,500 / $375,000 | $237,500 / $237,500 / $475,000 |
| RSU Original Vesting | 5-year cliff (to Mar 22, 2028) | 5-year vest originally; modified post-merger |
| PSU Metrics (50% each) | ROATCE (3-year average) and Relative TSR vs S&P U.S. BMI Banks — Midwest Region, measured 2023–2025 | ROATCE and Relative TSR vs S&P U.S. BMI Banks — Midwest Region, measured 2024–2026; ROATCE payout schedule 0–160% |
| Post-Merger Modifications (Effective Mar 1, 2025) | RSUs vest ratably over 3 years; PSUs affected by merger replaced/modified into “Merger PSUs” measured 2025–2026 vs KBW Regional Banking Index (KRX) with 0–160% payout; outstanding awards vest upon involuntary termination within 12 months post-close (PSUs at target) | ROATCE PSUs deemed earned at 75% of target for 2024 grants; TSR PSUs modified to Merger PSUs with 2-year performance period and KRX comparator |
Vesting Outcomes (2024):
- Shares vested in 2024: 22,329; value realized: $525,775 (includes dividend equivalents; RSUs vesting at $23.54 on Jul 5, 2024; PSUs vesting at $23.57 on Dec 31, 2024) .
Equity Ownership & Alignment
| Item | 2023 (as of Dec 31) | 2025 (as of Apr 1) |
|---|---|---|
| Total Beneficial Ownership (shares) | 106,857 | 127,487 |
| Ownership % of Common Shares Outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| RSUs Included in Ownership | 80,655 | 86,989 |
| Unvested RSUs (count) | 69,799 (plus accrued dividend equivalents) | — |
| Unearned PSUs (count) | 19,394 (plus accrued dividend equivalents) | — |
| Options / SARs | Company does not currently grant options; none reported for NEOs | |
| Stock Ownership Guidelines | NEOs must hold ≥2× annual salary; 5-year accumulation period | |
| Compliance Status | All NEOs and directors currently in compliance | |
| Hedging/Pledging | Hedging prohibited; pledging requires prior approval; no pledges disclosed for Randolph |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Auto-renewal annually; provides salary, annual bonus opportunity, benefits (including $1.5 million life insurance) . |
| Severance (Non‑CIC) | If terminated without cause/non-renewal or resign for good reason: lump sum equal to base salary + most recent annual bonus; up to one year of continued health coverage (COBRA-rate) . |
| Severance (Change‑in‑Control) | Double trigger: if terminated without cause or resign for good reason within 180 days prior to or within two years post-CIC: lump sum equal to 2× (base salary + most recent bonus); lump sum for 18 months of COBRA continuation; 280G/4999 cutback applies to optimize after-tax outcome . |
| Retention Bonus (Merger) | $2,091,870 total; payable one‑third within 45 days post-effective time and one‑third on or after each of the first and second anniversaries, subject to continued employment; immediate payment of unpaid portion if terminated without cause/for good reason/non-renewal/death/disability; waives certain “good reason” rights; subject to confidentiality, non‑competition, non‑solicitation covenants . |
| Equity Treatment Post‑Merger | RSUs vest in equal annual installments over three years; modified TSR PSUs measured 2025–2026 vs KRX; vesting upon involuntary termination within 12 months post-close (PSUs at target) . |
| Clawback | Policy compliant with SEC/Nasdaq: mandatory recoupment for Dodd‑Frank restatements; authority to recoup for other restatements/misconduct . |
| Insider Trading Controls | Trading windows and pre‑clearance for Section 16 insiders; updated for SEC 10b5‑1 rules . |
Governance/Compliance notes:
- Company disclosed several late Section 16 filings affecting NEOs (including Randolph) related to vesting/granting events and dividend reinvestments; management attributed compliance to written representations and SEC filings thereafter .
Investment Implications
- Pay-for-performance alignment: A high share of Randolph’s total direct compensation is variable via annual incentive and PSUs/RSUs; 2024 payout was driven by above-target adjusted EPS and maximum asset quality and engagement metrics, indicating disciplined performance culture tied to core profitability and credit quality .
- Retention and integration: The $2.09 million retention bonus with staged payments over two years and RSU vesting conversion to three-year ratable installments post-merger reduce near-term departure risk and align incentives with CrossFirst integration and strategic execution through 2026 .
- Ownership alignment and risk controls: Compliance with 2× salary stock ownership guidelines, prohibition on hedging, and restricted pledging, alongside a robust clawback framework, support long-term alignment and mitigate governance risk; lack of options lowers leverage-driven risk-taking and insider selling pressure from exercises .
- Potential selling pressure: Three-year RSU vesting cadence beginning March 2025 introduces predictable taxable events that may lead to routine sell-to-cover transactions; however, double-trigger CIC protections and continued performance-vesting on PSUs temper near-term forced selling dynamics .
- Administrative red flags appear limited: Late Section 16 filings were noted but do not indicate material control weaknesses; say‑on‑pay support (~93%) suggests shareholder endorsement of the compensation framework amid M&A-driven changes .