Monica Bowe
FIRST BUSEY CORP /NV/About Monica Bowe
Monica L. Bowe (age 51) is Executive Vice President and Chief Risk Officer of First Busey Corporation and Busey Bank, serving since January 2020; she previously led Operational Risk Program Management at KeyBank beginning in 2015, bringing deep enterprise risk experience to BUSE’s risk oversight framework . As CRO, she “is responsible for identifying, analyzing, overseeing and reporting internal and external risks” in concert with senior management and board committees . Company performance during 2024 included net income of $113.7 million, core EPS of $2.08, and non-performing loans of $23.2 million (0.30% of total portfolio loans), while efficiency ratio was 61.76% (adjusted 61.03%), framing the backdrop for performance-based pay decisions and risk outcomes . The company’s pay-for-performance model retained strong shareholder support with ~93% say‑on‑pay approval at the 2024 meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyBank (KeyCorp) | Senior Director, Operational Risk Program Management | 2015–January 2020 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public external directorships or roles disclosed for Ms. Bowe in the proxy |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $350,000 | $385,000 | 10.0% increase effective Feb 25, 2024 |
| Target Annual Bonus (% of salary) | 100% for NEOs | 100% for NEOs | Max 125% of salary for NEOs |
| Actual Annual Cash Incentive | — | $428,505 | 111.3% of salary for NEOs based on 2024 results |
Performance Compensation
Annual Cash Incentive Plan (2024 structure and outcomes for NEOs):
| Metric | Weighting | Target (or target construct) | 2024 Outcome | NEO Multiplier |
|---|---|---|---|---|
| Core Earnings Per Share | 40% | $2.05 (adjusted diluted EPS; non‑GAAP) | Above Target | 106.0% |
| Asset Quality Ratio (relative to peer group) | 25% | 50–59.99% percentile rank | Maximum | 125.0% |
| Non‑Bank Revenue | 25% | $87.34 million | Above Target | 102.2% |
| Net Promoter Score (relative) | 3.4% | 45–54.99% percentile rank | Maximum | 125.0% |
| Gallup Engagement Score (relative) | 3.3% | 45–54.99% percentile rank | Maximum | 125.0% |
| Regulatory Ratings | 3.3% | Internal supervisory targets | Above Target | 112.5% |
| Calculated Bonus as % of Salary (NEO) | — | — | 111.3% | 111.3% |
Long‑term Equity Awards (2024 grants; structure and merger adjustments):
| Component | Grant Date | Target Value ($) | Instruments | Key Performance/Vesting Terms |
|---|---|---|---|---|
| 2024 LTI grant | Mar 20, 2024 | $350,000 total ($175,000 PSUs; $175,000 RSUs) | 7,495 RSUs; 7,495 PSUs target; PSU range 3,748–11,992 | Original RSUs 5‑yr vest; PSUs: 50% ROATCE (0–160% payout; ≥15%=160%), 50% relative TSR (0–160% payout; ≥75th percentile=160%); both over 2024–2026 |
| Merger adjustments | Effective Mar 1, 2025 | — | ROATCE PSUs deemed earned at 75% (for 2024 grant); TSR PSUs replaced/modified to measure relative TSR vs KRX for 2025–2026; RSUs now vest in equal annual installments over 3 years post‑merger | Outstanding awards vest upon involuntary termination within 12 months post‑merger (PSUs at target) |
Equity Ownership & Alignment
| Item | Detail | Notes |
|---|---|---|
| Total beneficial ownership (common) | 69,279 shares | Includes 59,916 RSUs |
| Ownership as % of shares outstanding | <1% | Company had 89,954,450 common shares on Apr 1, 2025 |
| Unvested RSUs (12/31/2024) | 44,409 units | See vesting schedule below |
| Unearned PSUs (12/31/2024) | 9,271 units | Performance‑based; see merger treatment |
| Scheduled RSU vesting (pre‑merger grants) | Jul 7, 2025: 15,788; Mar 24, 2026: 8,880; Mar 23, 2027: 5,434; Mar 22, 2028: 6,593; Mar 20, 2029: 7,714 | Post‑merger, RSUs generally vest in equal annual installments over 3 years (unless earlier original vest applies) |
| Scheduled PSU performance periods | ROATCE/TSR: Dec 31, 2025: 4,587; Dec 31, 2026: 4,684 | ROATCE PSUs earned at 75% for 2024 grants; TSR PSUs reset to KRX 2025–2026 |
| Stock ownership guidelines (NEO) | 2x annual salary | All NEOs currently in compliance |
| Hedging and pledging | Hedging prohibited; pledging prohibited without pre‑approval; no new pledges approved in 2024 | No Bowe pledging footnote disclosed |
Employment Terms
| Provision | Key Terms | Quantitative Illustration (as of 12/31/2024) |
|---|---|---|
| Employment agreement | Auto‑renewal annually; confidentiality; one‑year non‑compete and non‑solicit post‑termination | — |
| Severance (no change in control) | If terminated without cause or resign for good reason: cash severance = base salary + most recent bonus; one year of health coverage | Cash severance $1,042,055; health $9,136; RSU/PSU acceleration values upon death/disability shown separately |
| Change‑in‑control (CIC) economics | If terminated without cause or resign for good reason within 180 days prior to or within 2 years post CIC: lump sum = 2x Severance Payment; health COBRA lump sum for 18 months; 280G cutback applicable | CIC cash $1,655,605; health $13,704; RSU/PSU acceleration $1,185,011 |
| Retention bonus (Merger) | $1,627,010, paid 1/3 within 45 days post Effective Time (Mar 1, 2025), 1/3 at first anniversary, 1/3 at second anniversary; subject to continued employment and covenants; unpaid portion accelerates upon certain terminations | Schedule and amount per agreement |
| Clawback | Nasdaq‑compliant clawback covering incentive comp upon Dodd‑Frank restatements; discretionary recovery for other restatements/misconduct | — |
| Post‑merger award vesting protection | Outstanding awards vest upon involuntary termination within 12 months post‑merger (PSUs at target) | — |
Investment Implications
- Pay‑for‑performance alignment: Bowe’s variable pay (111.3% of salary annual incentive) reflected strong outcomes across core EPS, asset quality, and engagement/regulatory metrics; her LTI mix is balanced (50% PSUs tied to ROATCE/TSR; 50% RSUs), with merger‑specific adjustments mitigating TSR disruption and preserving retention/performance links .
- Retention and integration: A sizable, multi‑tranche retention bonus ($1.627 million over up to two years) creates strong near‑term retention incentives amid the CrossFirst integration; RSUs now vest over three years and awards vest at target if involuntarily terminated within 12 months, reducing near‑term departure risk but increasing guaranteed elements vs pre‑merger structures .
- Ownership and trading signals: She holds 69,279 shares beneficially (including 59,916 RSUs), is under a 2x salary ownership guideline and in compliance; hedging is prohibited and pledging restricted, limiting misalignment risks; scheduled vesting dates through 2029 indicate known liquidity events that may increase tradable shares as tranches settle, subject to insider trading windows and pre‑clearance .
- Severance/CIC economics: Standard bank‑sector terms (1x salary+bonus for severance; 2x under CIC with 280G cutback) combined with post‑merger vesting protections balance retention with shareholder safeguards like clawbacks; these provisions limit abrupt turnover risk in critical risk leadership roles while maintaining governance discipline .
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