Michael Cassens
FIRST BUSEY CORP /NV/About Michael D. Cassens
Independent director (age 51), serving on First Busey’s board since 2019. Associate Professor in the School of Visual and Media Arts at the University of Montana, teaching computer science and game development for 20+ years, and a long-time independent software developer for Microsoft, Intel, and various SMBs. Former director of TheBANK of Edwardsville and The Banc Ed Corp (2003–2019); currently a director of FirsTech, Inc., a wholly-owned subsidiary of Busey Bank. Determined “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TheBANK of Edwardsville / The Banc Ed Corp | Director | 2003–2019 | Long-standing local bank governance experience prior to merger with First Busey in 2019 |
| University of Montana | Associate Professor (CS/Game Dev) | ~2005–present | Technical expertise relevant to cybersecurity/technology oversight |
| Independent software developer | Consultant | ~2005–present | Practical software development background across large tech and SMBs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FirsTech, Inc. (Busey Bank subsidiary) | Director | Current | Payment technology subsidiary oversight; internal to First Busey group |
Board Governance
- Committee assignments (2025): Chair, Enterprise Risk Committee; Member, Audit Committee .
- Qualifications: Selected for Enterprise Risk and Audit based on extensive business knowledge and computer science background; adds skill diversity and market insight from St. Louis MSA .
- Independence: Board-determined independent under Nasdaq .
- Attendance and engagement: In 2024, board held 7 regular, 2 special, 6 executive sessions, 2 study sessions; all incumbents attended ≥75% of board and committee meetings; directors are expected to attend the annual meeting (all then-current directors did) .
- Lead independent director: Rodney K. Brenneman (two-year term post-merger) .
Fixed Compensation
- Program structure (effective March 2024 unless noted): Annual cash retainer $44,000; annual DSU grant ~$73,000; committee chair retainers: Audit $15,000; Compensation/Nominating/Enterprise Risk $12,500; non-chair committee retainer $6,000; lead independent & vice chairman retainers $12,500; Busey Bank Directors Loan Committee $10,000. Director stock ownership guideline: $250,000 (five times annual cash retainer; retainer $50,000 effective March 2025). DSUs do not count toward ownership compliance; all non-employee directors were compliant as of 12/31/2024 .
- Michael D. Cassens 2024 director compensation:
- Fees earned (cash): $63,200
- Stock awards (DSUs, grant-date fair value): $72,992
- Total: $136,192
- DSUs not vested at 12/31/2024: 3,126
Performance Compensation
- No performance-tied metrics disclosed for non-employee director compensation; director equity grants are DSUs that vest time-based and settle following board separation or change-in-control, per program terms .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| FirsTech, Inc. | Private (subsidiary) | Director | Not disclosed |
| Other public company boards | — | None disclosed | — |
Expertise & Qualifications
- Technology/cybersecurity perspective from academic and development career; strengthens risk oversight and Audit/Enterprise Risk Committee work .
- Regional market insight from prior service in the St. Louis MO–IL MSA .
- Independent governance profile; complements board skill mix .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Series A Preferred | Notes |
|---|---|---|---|---|
| Michael D. Cassens | 141,519 | * (<1%) | — | Includes 119,378 shares with shared voting/investment power and 22,141 shares issuable at termination via DSUs |
- Hedging/pledging: Company prohibits hedging; pledging requires Nominating Committee approval; no Cassens pledging disclosed (pre-2014 legacy pledges noted for other insiders only) .
- Ownership guidelines: Directors must hold $250,000; all non-employee directors compliant at 12/31/2024; DSUs do not count .
Governance Assessment
-
Strengths
- Independent director; Chair of Enterprise Risk and member of Audit, indicating high engagement in risk and financial oversight .
- Technology expertise aligns with cybersecurity and operational risk oversight needs; diverse skill contribution highlighted by board .
- Ownership alignment through significant beneficial holdings and compliance with director ownership policy; no hedging or pledging flagged .
- Board’s governance practices include majority independence, robust risk oversight, regular executive sessions, and strong say-on-pay support (93% approval in 2024), bolstering investor confidence at the company level .
-
Watchpoints
- Post-merger integration and risk complexity elevate demands on the Enterprise Risk Committee; continued monitoring of risk metrics and audit controls is key .
- DSU-only equity for directors is time-based (not performance-tied), which aligns with governance norms but provides limited pay-for-performance linkage at the director level .
-
RED FLAGS
- None disclosed specific to Cassens: no related-party transactions over $120k, no hedging/pledging issues, no late Section 16 filings attributed to him; related-party lending across insiders occurred on market terms with no adverse classifications .