Michael Maddox
FIRST BUSEY CORP /NV/About Michael Maddox
Michael J. Maddox (age 55) became Vice Chairman and President of First Busey and Chief Executive Officer and President of Busey Bank on March 1, 2025; he also continues to serve as Chief Executive Officer and Chairman of the board of CrossFirst Bank . Under the post‑merger leadership plan, he is designated to become CEO of First Busey after the Succession Period, with a Lead Independent Director structure in place to mitigate combined Chair/CEO governance concerns . Company performance context: 2024 GAAP net income was $113.7 million and core EPS (company‑selected measure) was $2.08; the pay‑versus‑performance TSR value of a $100 initial investment was $105 in 2024 (vs. $101 in 2022 and $107 in 2023) .
| Performance Context | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income ($000s) | $128,311 | $122,565 | $113,691 |
| Company-selected measure: Core EPS | $2.35 | $2.24 | $2.08 |
| TSR value of $100 investment | $101 | $107 | $105 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CrossFirst Bankshares, Inc. (CrossFirst) | President & CEO | 2020–Mar 2025 | Led public company through to merger with First Busey . |
| CrossFirst Bank | CEO & Chairman | 2008–present | Built and led regional bank; governance/operating leadership continues post‑merger . |
| CrossFirst Bank | President | 2008–Jun 2022 | Senior operating leadership prior to split of roles . |
| Intrust Bank | Regional President (Northeast KS) | Pre‑2008 | Managed regional operations; prior commercial banking leadership experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| FirsTech (Busey subsidiary) | Chairman of the Board | 2025–present |
| CrossFirst Bank | CEO and Chairman of the Board | 2008–present |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $600,000 annual base salary under Employment Agreement effective Sept. 2025 8‑K; subject to annual review beginning 2026 . |
| Annual Bonus | Considered annually at company discretion; payment timing and “earned” status as specified; for severance math prior to paying 2026 bonus, bonus amount deemed 100% of Base Salary for formula purposes . |
| Board Fees | Employee directors do not receive separate compensation for service on the First Busey board (non‑employee board retainers/DSUs apply only to non‑employee directors) . |
Performance Compensation
-
Long-term incentives for Maddox (as an executive officer):
- Initial RSU grant: Company to recommend RSUs with $500,000 grant‑date value at the next Board meeting after his employment effective date; three‑year cliff vesting .
- Future equity: Subject to shareholder approval of an amended equity plan at the 2026 annual meeting, recommend a minimum $600,000 aggregate grant value for a 2026 equity award .
- Company clawback policy applies to all amounts/benefits (SEC/Nasdaq‑compliant) .
-
Company equity plan design (context for his future awards):
- PSUs and RSUs are used, typically 50/50 mix for NEOs; PSUs tied to relative TSR and ROATCE; RSUs time‑based .
- Merger treatment: pre‑merger ROATCE PSUs deemed earned (2023 grant at 100% of target; 2024 grant at 75% of target); prior TSR PSUs replaced/modified to new Merger PSUs with TSR vs KBW Regional Banking Index (KRX) measured over Jan 1, 2025–Dec 31, 2026 (0%–160% payout) .
- RSU vesting for outstanding grants shortened to equal annual installments over three years after the effective time; equity vests upon involuntary termination within 12 months post‑merger (Merger PSUs at target) .
-
Annual incentive plan metrics (alignment yardstick for Maddox’s 2025 bonus opportunity): | Metric (2025 plan) | Weight | |---|---:| | Core Earnings Per Share | 35% | | Asset Quality Ratio (relative) | 25% | | Non‑Bank Revenue | 20% | | Regulatory Ratings | 4% | | Core Deposit Growth | 10% | | Strategic Integration Goal | 6% |
-
Prior‑year plan construct (context): 2024 NEO plan used Core EPS 40%, Asset Quality Ratio (relative) 25%, Non‑Bank Revenue 25%, plus small weights for NPS, Gallup Engagement, and Regulatory Ratings; actual 2024 payouts achieved Above Target to Maximum on most measures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership – Common | 323,548 shares; less than 1% of outstanding common as of record date (Apr 1, 2025) . |
| Beneficial ownership – Series A Preferred | 150 shares; 1.94% of Series A Preferred . |
| Breakdown (footnote) | Includes 10,793 shares in IRA; spouse holds 4,739 common and 100 preferred (disclaimed beneficial ownership); 87,685 RSUs; plus stock‑settled appreciation rights currently exercisable for 38,142 shares at $9.37, 15,257 at $11.24, 17,292 at $14.01, and 40,050 at $21.35 . |
| Hedging/Pledging | Hedging prohibited; pledging requires Nominating Committee pre‑approval; no officer/director pledging in violation; shares pledged at time of 2014 policy adoption are disclosed (none attributed to Maddox) . |
| Ownership guidelines | CEO 3x salary; other NEOs 2x salary; Directors 5x annual cash retainer; five‑year accumulation; unearned PSUs/DSUs and unexercised options excluded; all current NEOs/directors are in compliance . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Employment Agreement disclosed in Sept. 26, 2025 8‑K; governs compensation and restrictive covenants . |
| Base salary | $600,000; annual review starting 2026 . |
| Annual bonus | Discretionary, based on criteria set by Busey; paid no later than 2.5 months after calendar year‑end; for severance calculations prior to paying 2026 bonus, deemed 100% of Base Salary . |
| LTI | RSUs $500,000 with three‑year cliff vest; targeted minimum $600,000 aggregate 2026 grant (subject to amended plan approval) . |
| Severance (no CIC) | If terminated without Cause/non‑renewal or resign for Good Reason: one times (Base Salary + most recent performance bonus) paid over 1 year; pro‑rated bonus for year of termination; up to 12 months COBRA employer‑portion reimbursement; release required . |
| Severance (CIC – double trigger) | If terminated without Cause or resign for Good Reason within 2 years following a Change in Control (or within 180 days prior in connection with a CIC): 200% of (Base Salary + most recent performance bonus) lump sum; pro‑rated bonus; lump sum for 18 months COBRA employer portion; timing subject to 409A/CIC definition . |
| 280G treatment | Best‑net cutback (deliver full payments or reduced to avoid excise tax, whichever yields higher after‑tax amount) . |
| Clawback | Subject to Busey clawback policy and applicable law (SEC/Nasdaq compliant) . |
| Restrictive covenants | Confidentiality, non‑competition, and non‑solicitation of customers and employees; governed by Kansas law; enforcement/jurisdiction specified . |
Board Governance
- Service/roles: Director at First Busey since 2025; currently Vice Chairman of the board; also CEO/President of Busey Bank; not independent due to executive status .
- Committee roles: All board committees (Audit, Compensation, Nominating, Enterprise Risk) are composed solely of independent directors; executives (including Maddox) are therefore not committee members .
- Dual‑role implications: Chair/CEO roles currently combined in Van A. Dukeman; during the Succession Period, Maddox is Vice Chairman and President and is designated to become CEO; the board maintains a Lead Independent Director (Rodney K. Brenneman) to enhance governance oversight during this transition .
- Director pay policy: Non‑employee directors receive cash retainers and DSUs (e.g., 2024 retainer was $44,000 and DSU grant $73,000; committee/lead/vice chair stipends apply); employee directors receive no board fees .
Compensation Structure Analysis
- Mix and risk‑alignment: Company program emphasizes at‑risk pay (annual incentives and PSUs/RSUs), uses objective metrics, maintains SEC/Nasdaq‑compliant clawback, prohibits hedging, and has ownership guidelines—hallmarks of pay‑for‑performance alignment .
- Metric design/payout calibration: 2025 plan adds Core Deposit Growth (10%) and Strategic Integration (6%) while maintaining heavy weighting on Core EPS and Asset Quality—aligning incentives with post‑merger balance sheet strength and integration execution .
- Equity design changes (Merger): Deeming ROATCE PSUs earned (100% for 2023, 75% for 2024), modifying TSR PSUs to KRX over 2025–2026, and compressing RSU vesting to 3 years balance retention needs vs. fairness after merger‑related TSR impact .
- Shareholder feedback: Say‑on‑pay approval was ~93% at the 2024 meeting, signaling broad investor support for program design .
- Peer benchmarking: Pearl Meyer advises; compensation peer group of 24 regional banks was used to calibrate levels and structure .
Related Policies and Controls
- Insider trading and trading windows with pre‑clearance for Section 16 officers; updated for 10b5‑1 rules; hedging prohibited; pledging restricted with prior approval; no violations disclosed .
- Equity award timing: Company does not grant option‑like awards around material information; and has not granted new options in recent years .
Equity and Options Detail (Maddox)
| Instrument | Quantity/Detail |
|---|---|
| Common shares beneficially owned | 323,548 (<1% of common outstanding) . |
| Series A Preferred | 150 shares (1.94% of Series A) . |
| RSUs (unvested) | 87,685 . |
| Stock‑settled appreciation rights (exercisable) | 38,142 @ $9.37; 15,257 @ $11.24; 17,292 @ $14.01; 40,050 @ $21.35 . |
| IRA holdings | 10,793 common . |
| Spousal holdings (disclaimed) | 4,739 common; 100 preferred . |
Company Financial Backdrop (pay‑for‑performance context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $126,613,000* | $121,214,000* | $139,682,000* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | $34,930,000* | $14,497,000* | $51,589,000* | $41,198,000* |
*Values retrieved from S&P Global.
Investment Implications
- Alignment and incentives: Maddox’s compensation is leveraged to multi‑year performance (PSUs vs KRX, ROATCE) and post‑merger integration milestones (2025 plan adds integration KPI), supporting execution on credit discipline, core earnings growth, and synergy capture .
- Retention and selling pressure: Three‑year cliff RSUs ($500k initial) and modified PSU structures enhance retention; company prohibits hedging and restricts pledging, and lists vested/unvested holdings—mitigating misalignment risk; no pledging disclosed for Maddox .
- Change‑in‑control economics: Double‑trigger 2x cash severance (salary+bonus), pro‑rated bonus, and COBRA in a CIC event provide protection typical for regional banks without tax gross‑ups (best‑net 280G cutback); these terms are shareholder‑standard and not excessive .
- Governance: Dual‑role transition (Maddox designated to become CEO) is buffered by a Lead Independent Director and independent committees; sustained say‑on‑pay support (~93% in 2024) lowers governance overhang risk .
- Execution risk: Integration KPIs in 2025 bonus, ROATCE/TSR PSU hurdles, and strong asset‑quality focus (and committee oversight) tie pay to value creation drivers; sustained delivery on Core EPS/credit metrics is key to realizing PSU value .
Note: Form 4 transaction detail for the last 12 months was not disclosed in the proxy and was not identified in available documents searched; insider transactions should be monitored via current Section 16 filings going forward.