Karen Jensen
FIRST BUSEY CORP /NV/About Karen M. Jensen
Independent director of First Busey Corporation since 2019 (age 65). Registered professional engineer; President & Chief Executive Officer of Farnsworth Group, Inc., a national engineering, architecture and survey firm. Previously served on the boards of Busey Bank (Mar 2018–Sep 2019) and South Side Trust & Savings Bank (Jun 2011–Mar 2018). Determined independent under Nasdaq rules; currently serves on the Compensation Committee and the Enterprise Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Busey Corporation | Independent Director | Sep 2019–present | Member: Compensation Committee and Enterprise Risk Committee |
| Busey Bank | Director | Mar 2018–Sep 2019 | Bank subsidiary directorship prior to appointment to First Busey board |
| South Side Trust & Savings Bank | Director | Jun 2011–Mar 2018 | Service ended with merger into Busey Bank |
| Farnsworth Group, Inc. | President & Chief Executive Officer | Not disclosed (current) | Growth via organic initiatives and acquisitions noted in board bio |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed (last 5 years) | — | Yes (public boards) | Proxy indicates only Ms. Grigsby and Mr. Rauckman held other public company directorships in past five years; not Ms. Jensen |
| Farnsworth Group, Inc. | President & Chief Executive Officer | No (private) | National full‑service engineering, architecture, survey firm |
Board Governance
- Independence: Board has majority independent directors; Ms. Jensen is independent under Nasdaq rules. All committees comprised solely of independent directors.
- Committee assignments: Compensation Committee (member) and Enterprise Risk Committee (member). Not identified as chair.
- Attendance and engagement: In 2024, the board held 7 regular meetings, 2 special meetings, 6 executive sessions without management, and 2 study sessions; all incumbent directors attended at least 75% of board and committee meetings. Directors are required to attend the annual meeting; all then‑current directors attended last year.
- Lead Independent Director: Rodney K. Brenneman serves as Lead Independent Director for two years following the March 1, 2025 merger effective time.
- Executive sessions: Six executive sessions of independent directors held in 2024.
Fixed Compensation
BUSE Non‑Employee Director Pay Schedule (2024 program)
| Component | Amount | Source |
|---|---|---|
| Annual cash retainer | $44,000 (increased effective Mar 2024) | |
| Annual DSU grant (fair value) | $73,000 (increased effective Mar 2024) | |
| Committee membership fee (per committee) | $6,000 | |
| Committee chair fee (Audit) | $15,000 | |
| Committee chair fee (Comp/NCG/Enterprise Risk) | $12,500 | |
| Lead Independent Director or Vice Chair retainer | $12,500 | |
| Busey Bank Directors Loan Committee retainer | $10,000 | |
| Expense reimbursement | Reasonable board/committee/education expenses reimbursed |
Ms. Jensen – 2024 Director Compensation (reported)
| Year | Fees Earned (Cash) | Stock Awards (DSUs, grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $55,500 | $72,992 | $128,492 |
| DSUs granted in 2024 | Units: 3,126 (non‑vested at 12/31/24: 3,126) | Vesting: first anniversary of grant; settlement generally within 30 days after board separation or change in control |
- Stock ownership guideline: Directors must own $250,000 of First Busey common stock (5x $50,000 cash retainer effective Mar 2025). DSUs (vested or unvested) do not count toward the guideline. All non‑employee directors serving as of Dec 31, 2024 were in compliance.
Performance Compensation
| Element | Structure | Performance Metrics | Vesting/Settlement |
|---|---|---|---|
| Director equity (DSUs) | Time‑based DSUs to align with shareholders | None (director awards are DSUs, not performance‑conditioned) | Vest on first anniversary; settlement deferred to separation/change in control (within ~30 days) |
Note: Performance metrics and payout curves described in the proxy apply to executive officer PSUs/bonuses, not to non‑employee director compensation. Director equity is delivered via DSUs on a time‑based schedule.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships (current/past 5 years) | None disclosed for Ms. Jensen; only Ms. Grigsby and Mr. Rauckman held other public company boards in the period noted. |
| Compensation Committee interlocks | In 2024, the Compensation Committee members (including Ms. Jensen) had no relationships requiring disclosure; no interlocks with other companies’ compensation committees. |
Expertise & Qualifications
- Registered professional engineer; CEO experience in engineering and professional services.
- Board sees her as qualified for Compensation and Enterprise Risk Committees; brings consulting knowledge and M&A growth experience from Farnsworth Group.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 66,312 shares (includes 21,137 shares issuable at termination pursuant to DSUs) |
| Ownership % of outstanding | Less than 1% (*) |
| Vested vs. unvested | Footnote indicates 21,137 DSUs issuable at termination; director DSUs vest time‑based; specific vested/unvested split beyond 2024 grant not itemized in table. |
| Pledged shares | No pledging noted for Ms. Jensen in ownership footnotes; company policy generally prohibits hedging and pledging absent prior approval (no new pledging approvals in 2024). |
| Hedging policy | Hedging prohibited by policy. |
Related‑Party Exposure and Conflicts
- Related‑party transactions policy: Audit Committee reviews and must approve related‑person transactions >$120,000; lending and other services to directors occur on market terms and did not involve abnormal risk; no related‑party loans categorized as non‑accrual, past due, restructured, or problem loans.
- The proxy does not identify any specific related‑person transaction involving Ms. Jensen.
Insider Reporting and Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | Two late Form 4s and one late Form 5 attributed to Ms. Jensen for purchases of First Busey common stock; company otherwise believes required reports were timely, based on representations and filings. |
Say‑on‑Pay & Shareholder Sentiment (Context)
- 2024 say‑on‑pay approval received approximately 93% support, indicating broad shareholder backing of executive pay program and governance oversight.
Governance Assessment
- Positives: Independent status; service on key oversight committees (Compensation, Enterprise Risk); meaningful personal ownership (66,312 shares); adherence to robust ownership guidelines (company states all non‑employee directors were in compliance as of 12/31/24); no pledging indicated; strong board cadence with regular executive sessions; established related‑party controls; high say‑on‑pay support.
- Watch items: Minor compliance lapse (late Section 16 filings) noted for Ms. Jensen; monitor for repeat occurrences. DSUs do not count toward ownership guideline, so continued tracking of direct share ownership (excluding DSUs) is warranted.
Overall, Ms. Jensen’s technical and operating background, combined with active roles on Compensation and Enterprise Risk, supports board effectiveness; no material conflicts are disclosed, and ownership alignment is solid, with only minor filing timeliness issues flagged.