John Powers
FIRST BUSEY CORP /NV/About John Powers
John J. Powers, age 69, is Executive Vice President and General Counsel of First Busey Corporation and Busey Bank (since December 2011), Corporate Secretary of First Busey (since May 2023), and, following the CrossFirst merger, Executive Vice President of CrossFirst Bank (since March 2025). Prior to joining First Busey, he was a stockholder at Meyer Capel, P.C., a law firm in Champaign, Illinois (1998–2011) . 2024 incentive design linked NEO payouts to Core EPS (40%), asset quality (25%), non-bank revenue (25%), plus customer/employee engagement and regulatory ratings, resulting in an NEO bonus multiplier of 111.3% and a cash annual incentive of $428,505 for Mr. Powers on a $385,000 base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Busey Corporation & Busey Bank | Executive Vice President, General Counsel | 2011–present | Senior legal oversight and corporate governance |
| First Busey Corporation | Corporate Secretary | 2023–present | Corporate governance and board processes |
| CrossFirst Bank | Executive Vice President | 2025–present | Post-merger executive role supporting combined company leadership |
| Meyer Capel, P.C. | Stockholder (Attorney) | 1998–2011 | Legal practice; pre-Busey experience |
External Roles
No public-company directorships or external board roles are disclosed for Mr. Powers .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $364,039 | $373,077 | $382,693 |
| All Other Compensation ($) | $36,376 | $38,830 | $48,957 |
| Components of “All Other” ($) | – | – | Life & Disability: $17,107; Employer Retirement Contributions: $23,992; Wellness: $7,858; Fringe: $0 |
Additional fixed pay details:
- Base salary moved from $375,000 in 2023 to $385,000 in 2024 (+2.7%) .
- Target annual cash incentive opportunity for NEOs is 100% of base salary; maximum 125% .
Performance Compensation
2024 Annual Cash Incentive
| Measure | Type | Weight | Goal Achievement | NEO Multiplier |
|---|---|---|---|---|
| Core Earnings Per Share | Absolute | 40% | Above Target | 106.0% |
| Asset Quality Ratio | Relative Percent Rank | 25% | Maximum | 125.0% |
| Non-Bank Revenue | Absolute | 25% | Above Target | 102.2% |
| Net Promoter Score | Relative Percent Rank | 3.4% | Maximum | 125.0% |
| Gallup Engagement Score | Relative Percent Rank | 3.3% | Maximum | 125.0% |
| Regulatory Ratings | Absolute | 3.3% | Above Target | 112.5% |
| Executive | Base Salary | Calculated Bonus % of Salary | Cash Annual Incentive ($) |
|---|---|---|---|
| John J. Powers | $385,000 | 111.3% | $428,505 |
2024 Equity Grants
| Grant Type | Grant Date | Shares (#) at Target | Threshold/Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | March 20, 2024 | 7,495 | – | $175,008 |
| PSUs | March 20, 2024 | 7,495 | 3,748 / 11,992 | $167,251 |
PSU metrics and payout curves (original 2024–2026 grants):
- 50% TSR PSUs vs S&P U.S. BMI Banks — Midwest Region Index; payout from 0% (<40th percentile) to 160% (≥75th percentile), with interpolation .
- 50% ROATCE PSUs based on 3-year average Core ROATCE; payout 0% (<11%) to 160% (≥15%), without interpolation .
Merger-driven modifications (effective March 1, 2025):
- ROATCE PSUs deemed earned at 75% (2024 grants) and 100% (2023 grants) of target for performance through December 31, 2024; service-based vesting continues .
- TSR PSUs replaced/modified into “Merger PSUs” earned vs KBW Regional Banking Index (KRX) over Jan 1, 2025–Dec 31, 2026 with 0–160% payout; target PSUs set by performance as of Aug 26, 2024 pre-merger announcement .
- RSUs now vest in equal annual installments over three years following the Effective Time; unvested portions may still vest on original earlier vest dates; all outstanding equity vests upon involuntary termination within 12 months post-Effective Time (Merger PSUs at target) .
Multi-Year Compensation Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $302,519 | $296,899 | $342,259 |
| Non-Equity Incentive ($) | $371,205 | $244,875 | $428,505 |
| Total Compensation ($) | $1,074,139 | $953,681 | $1,202,414 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 147,087 shares; less than 1% of outstanding |
| Ownership Footnote | Includes 40,775 shares with shared voting/investment power and 67,996 RSUs |
| Unvested RSUs by Date | 18,945 (Jul 7, 2025); 10,656 (Mar 24, 2026); 6,519 (Mar 23, 2027); 7,912 (Mar 22, 2028); 7,714 (Mar 20, 2029); Total 51,746 |
| Unvested PSUs by Date | 5,504 (Dec 31, 2025); 4,684 (Dec 31, 2026); Total 10,188 |
| Ownership Guidelines | All other NEOs: 2x annual salary; all NEOs in compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without Nominating Committee approval; no new pledging approvals in 2024; none pledged in violation to company’s knowledge |
| Section 16 Compliance | Company disclosed one late Form 4/5 filings for each NEO related to PSU vesting, RSU grants, and dividend reinvestments |
Employment Terms
| Provision | Term |
|---|---|
| Agreement Structure | Annual auto-renewal unless non-renewal notice |
| Severance (no CoC) | Lump sum equal to base salary plus most recent performance bonus; health insurance at employee cost for 1 year |
| Severance (CoC) | Double-trigger: 2x the Severance Payment (base + most recent bonus) if terminated without cause or for good reason within 180 days before or 2 years after a CoC; lump sum for 18 months COBRA |
| Pro-rata Bonus | Pro-rated annual incentive through termination if terminated without cause, for good reason, death, or disability (with release) |
| 280G/4999 Cutback | Benefits reduced if doing so results in better net-after-tax outcome for the executive |
| Retention Agreement (Merger) | Retention bonus of $813,505, payable 50% within 45 days post-Effective Time and 50% on/after first anniversary, contingent on continued employment; waiver of certain “good reason” rights during retention period; subject to non-compete/non-solicit/confidentiality covenants |
| Potential Payments (Illustrative as of Dec 31, 2024) | Involuntary Termination: Cash $1,058,380; Health $10,339; Equity acceleration value $0 (not applicable) |
| Potential Payments (Death/Disability) | Cash $428,505; Equity acceleration $1,569,247 |
| Potential Payments (Change in Control) | Cash $1,688,255; Health $15,509; Equity acceleration $1,372,373 |
| Equity Treatment on Termination/CoC | RSUs/PSUs vest in full on death/disability (PSUs at target); full vesting upon termination without cause or for good reason following CoC (PSUs at actual through CoC date) |
| Clawback Policy | Nasdaq Rule 5608-compliant; mandatory recoupment for Dodd-Frank restatements; discretionary recoupment for other restatements/misconduct; applies to current/former executives and NEOs/incentive plan participants as specified |
Investment Implications
- Pay-for-performance alignment: 2024 incentive design weighted to Core EPS and asset quality produced an above-target payout for NEOs; equity mix is 50/50 PSUs/RSUs with ROATCE and TSR metrics, and post-merger recalibration to KRX improves relevance for shareholder return measurement .
- Near-term vesting and potential selling pressure: A sizeable RSU tranche vests on July 7, 2025 (18,945) with additional annual vesting thereafter; PSUs conclude on Dec 31, 2025 and Dec 31, 2026, though trading is subject to pre-clearance and window restrictions, and hedging/pledging are restricted .
- Retention and change-in-control economics: A two-installment retention bonus ($813,505) and 2x CoC severance multiple increase retention incentives through integration, while equity awards have protective vesting terms in the 12 months post-merger for involuntary terminations .
- Governance and risk: Clawback rigor, stock ownership guidelines (2x salary) with full compliance, and hedging/pledging prohibitions mitigate misalignment; minor Section 16 filing delays were disclosed across NEOs, including Mr. Powers .