Frederic Kenney
FIRST BUSEY CORP /NV/About Frederic L. Kenney
Independent director of First Busey Corporation since 2018; age 66. Career attorney with two decades at Archer Daniels Midland (Associate General Counsel, 2001–2018) and long service on Busey Bank’s board or predecessors since 1995 before joining the holding company board, bringing deep business law and bank governance experience. Recognized by the board as an “audit committee financial expert.” Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archer Daniels Midland (ADM) | Associate General Counsel | 2001–2018 | Led/engaged in auditor communications and financial disclosure preparation |
| Busey Bank (or predecessors) | Director | 1995–2018 | Longstanding bank-level governance prior to holding company board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Christy-Foltz, Inc. | Director | Not disclosed (current) | Private company; context cited in audit expert determination |
| Foltz, Inc. | Director | Not disclosed (current) | Private company; real estate ownership/development |
| Decatur Construction Services, Inc. | Director | Not disclosed (current) | Private materials/concrete construction vendor |
Board Governance
- Committee assignments and leadership:
- Audit Committee: Chair; designated “audit committee financial expert” under SEC rules .
- Nominating & Corporate Governance Committee: Member .
- Independence and attendance:
- Determined independent under Nasdaq rules .
- Board held 7 regular meetings, 2 special meetings, 6 executive sessions without management, and 2 study sessions in 2024; all incumbent directors attended at least 75% of board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Related-party oversight and controls:
- As Audit Chair, oversees complaint handling on accounting matters and pre-approves audit/non-audit services; Audit Committee also reviews and approves related-party transactions; bank-level related lending is governed under separate policies .
Fixed Compensation
| Element | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $44,000 | Effective March 2024 (increased from $42,000) |
| Director equity grant (DSUs) – target grant-date value | $73,000 | Effective March 2024 (increased from $69,500) |
| Committee chair fees | Audit Chair: $15,000; Other committee chairs: $12,500 | Annual cash retainers |
| Committee membership fees (non-chairs) | $6,000 per committee | Annual cash retainers |
| Lead Independent Director / Vice Chairman retainers | $12,500 each | Annual cash retainers |
| Bank Directors Loan Committee retainer | $10,000 | If applicable |
| 2024 DSU grant units for each non-employee director | 3,126 DSUs | Vests on first anniversary (accelerated for certain resignations at 3/1/2025) |
2024 actual compensation for Frederic L. Kenney:
| Metric | 2024 |
|---|---|
| Fees Earned (Cash) | $74,500 |
| Stock Awards (DSUs grant-date fair value) | $72,992 |
| All Other Compensation | $0 |
| Total | $147,492 |
Notes: Non-employee directors receive cash retainers and equity in the form of deferred stock units (DSUs); no separate compensation for service on subsidiary boards (Busey Bank or CrossFirst Bank) .
Performance Compensation
- No performance-conditioned pay for directors disclosed; director equity is DSUs that vest with service (settlement deferred until separation from the board or change in control) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kenney; proxy notes that, other than Ms. Grigsby and Mr. Rauckman, no nominee/director (which includes Kenney) served as a director of another “public corporation” in the past five years (other than CrossFirst) . |
| Private company boards | Christy-Foltz, Inc.; Foltz, Inc.; Decatur Construction Services, Inc. |
| Interlocks/conflicts | No compensation committee interlocks disclosed for 2024; committee members listed did not have relationships requiring disclosure . |
Expertise & Qualifications
- Audit and financial oversight: Board-designated audit committee financial expert; significant experience interfacing with internal/external auditors and financial disclosures at ADM; oversight of financial results as a director of private companies .
- Legal and governance: Attorney with extensive business law background; long-standing bank governance experience since 1995 .
- Independence: Affirmed under Nasdaq rules .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (common) | 192,879 shares |
| Components and footnotes | Includes 16,349 shares held by spouse; 145,271 shares held by immediate family over which he has voting power; 26,965 shares issuable at end of board service pursuant to DSUs |
| Pledged shares | No pledge noted in Kenney’s footnote; company policy restricts pledging without prior approval and prohibits hedging (shares pledged at 2014 policy adoption are grandfathered) |
| Director stock ownership guideline | Directors must own $250,000 of First Busey common stock, equal to 5x the annual cash retainer (retainer $50,000 effective March 2025); DSUs do not count; all non-employee directors as of 12/31/2024 were in compliance |
Governance Assessment
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Positives:
- Audit Committee Chair and SEC-recognized financial expert—a strong signal for financial reporting oversight and risk control .
- Independence and engagement: independent under Nasdaq; board and committee attendance thresholds met across the board in 2024; frequent executive sessions (six) enhance independent oversight .
- Ownership alignment: substantial personal and family-held common stock; company requires meaningful stock ownership and prohibits hedging/controls pledging; DSUs deferred until board separation .
- Related-party governance: As Audit Chair, oversees related-person transaction review and auditor independence processes; related-party transactions are stated to be on market terms; no problem loans among related-party lending .
-
Watch items / red flags:
- Section 16(a) timeliness: Company disclosed one late Form 4 filing for each pre-Merger director (which would include Kenney) related to DSU grants in 2024—administrative rather than substantive, but worth noting for process rigor .
- External private company roles in construction-related entities (Christy-Foltz, Foltz, Decatur Construction Services) create potential appearance considerations if any business were conducted with the bank; however, the Audit Committee reviews related-person transactions and states such dealings (including lending) are on market terms with no unfavorable features or problem classifications .
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Shareholder sentiment:
- 2024 say-on-pay received ~93% approval, indicating broad investor confidence in compensation governance (contextual to overall board oversight) .