Rodney Brenneman
FIRST BUSEY CORP /NV/About Rodney K. Brenneman
Rodney K. Brenneman (age 60) is an independent director of First Busey Corporation and was appointed Lead Independent Director effective March 1, 2025, following the CrossFirst merger; he previously served on the CrossFirst board from 2012 until the merger and has chaired that board. He is a CPA, holds a degree from Wichita State University, and was President & CEO of Butterball LLC (2011–Aug 2014) after financial and management roles at Seaboard Corporation (NYSE: SEB). The board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Busey Corporation | Lead Independent Director; Director | Lead Independent Director effective Mar 1, 2025; Director since 2025 | Lead Independent Director role established by bylaw arrangements for two years post-merger; responsibilities include presiding at independent director meetings, agenda consultation, and serving as liaison. |
| CrossFirst (pre-merger) | Director; Chairman of the Board | Director 2012–2025 (until merger) | Long-time board member; chaired the board, providing strategic oversight prior to combination with First Busey. |
| Butterball LLC | President & Chief Executive Officer | 2011–Aug 2014 | Senior executive leadership and operations oversight. |
| Seaboard Corporation (NYSE: SEB) | Various financial and management roles | Prior to 2011 | Corporate finance and management experience; CPA background. |
External Roles
| Organization | Role | Status/Type | Notes |
|---|---|---|---|
| Clemens Family Corporation | Director | Private | Current board service. |
| Great Lakes Cheese Co., Inc. | Director | Private | Current board service. |
| P&P Optica Inc. | Director | Private | Current board service. |
| Flovision | Director | Private | Current board service. |
| Lifesong for Orphans, Inc. | Director | Non-profit | Current board service. |
Board Governance
- Independence: Determined “independent” under Nasdaq; all four standing committees (Audit, Compensation, Nominating, Enterprise Risk) are comprised solely of independent directors.
- Board/committee service: As of March 1, 2025, member of the Compensation Committee and Nominating & Corporate Governance Committee.
- Lead Independent Director: Appointed for two years following the merger (through March 1, 2027). Duties include acting as liaison with the Chair/CEO, presiding at independent sessions, consulting on agendas and schedules, and calling/presiding meetings of independent directors.
- Attendance: In 2024, the board held 7 regular, 2 special, 6 executive sessions without management and 2 study sessions; all incumbent directors attended at least 75% of board and committee meetings (Brenneman joined in 2025).
- Board structure & succession: Roles of Chairman and CEO are combined; a succession plan transitions the CEO role to Michael J. Maddox after the bank merger timeline; the Lead Independent Director role (held by Brenneman) is designated to enhance independent oversight.
Fixed Compensation (Director Pay Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $44,000 (effective Mar 2024); $50,000 (effective Mar 2025) | Retainer increased from $42,000 to $44,000 in Mar 2024; stock ownership policy references $50,000 annual retainer effective Mar 2025. |
| Lead Independent Director annual retainer | $12,500 | Additional cash retainer. |
| Committee membership fee (per committee) | $6,000 | For each committee served. |
| Committee chair fees | $15,000 (Audit); $12,500 (Compensation, Nominating, Enterprise Risk) | Annual cash retainer for chairs. |
| Busey Bank Directors Loan Committee | $10,000 | Annual cash retainer for service on this bank committee. |
- Director ownership guidelines: Directors must own $250,000 of First Busey common stock (5x annual cash retainer; DSUs not counted); all directors are currently in compliance.
Performance Compensation (Directors vs. Executives)
- Directors: Receive equity in the form of DSUs; 2024 DSU grant value was $73,000 (3,126 DSUs), vesting on the first anniversary (earlier vesting applied for resigning directors at merger close). No stock options are currently granted.
| Director Equity (2024 Program) | Details |
|---|---|
| DSU grant per non-employee director | 3,126 units; grant date fair value $72,992 |
- Executive incentive framework (for context to Compensation Committee oversight): 2024 annual cash incentives tied to objective measures; below are disclosed metrics and weightings.
| 2024 Annual Incentive Measure | Type | Weight | Goal Achievement Outcome (CEO/NEOs) |
|---|---|---|---|
| Core EPS | Absolute | 40% | Above Target; 131.0% (CEO) / 106.0% (NEOs) multipliers |
| Asset Quality Ratio | Relative Percent Rank | 25% | Maximum; 150.0% (CEO) / 125.0% (NEOs) |
| Non-Bank Revenue | Absolute | 25% | Above Target; 127.2% (CEO) / 102.2% (NEOs) |
| Net Promoter Score | Relative Percent Rank | 3.4% | Maximum; 150.0% (CEO) / 125.0% (NEOs) |
| Gallup Engagement Score | Relative Percent Rank | 3.3% | Maximum; 150.0% (CEO) / 125.0% (NEOs) |
| Regulatory Ratings | Absolute | 3.3% | Above Target; 137.5% (CEO) / 112.5% (NEOs) |
- Governance controls: Clawback policy amended in Sept 2023 to comply with Nasdaq Rule 5608; hedging prohibited; pledging requires Nominating Committee approval (no new pledging approvals in 2024).
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| CrossFirst | Director; Chairman of the Board | 2012–2025 (until merger) | Merger resulted in board integration at First Busey. |
| Compensation Committee Interlocks | N/A | 2024 | Company disclosed no compensation committee interlocks in 2024; Brenneman joined the Compensation Committee in 2025. |
Expertise & Qualifications
- Senior executive leadership and multi-industry board experience; strategic planning, risk management, and corporate financial statement expertise; CPA; Wichita State University.
- Considered qualified for service on the board, the Nominating Committee, and the Compensation Committee; provides geographic market insight (Kansas City and Wichita).
Equity Ownership
| Security | Amount/Detail | Ownership Notes |
|---|---|---|
| Common stock (beneficial) | 171,299 shares | Includes 132,421 shares held by the Brenneman Living Trust (co-trustee with spouse), 26,366 shares in IRA, and 3,294 shares issuable via DSUs upon termination of board service; “less than 1%” of outstanding common. |
| Series A Preferred Stock | 100 shares | Represents 1.29% of the Series A preferred class. |
| Hedging/Pledging | No hedging; pledging restricted | Policy prohibits hedging and generally prohibits pledging without prior approval; no new pledging approvals in 2024. |
| Ownership guidelines | $250,000 required (5x annual retainer; DSUs excluded) | Company states all directors are currently in compliance; five-year accumulation period. |
Governance Assessment
- Strengths
- Lead Independent Director with defined authorities enhances oversight in a combined Chair/CEO structure; appointment fixed for two years post-merger.
- Independence affirmed; placed on key oversight committees (Compensation; Nominating), aligning with governance best practice.
- Robust policies: anti-hedging/limited pledging; Nasdaq-compliant clawback; independent compensation consultant (Pearl Meyer) with no conflicts disclosed.
- Ownership alignment: substantial personal/common trust holdings and DSUs; stringent director ownership guidelines with stated compliance.
- Shareholder support: Say-on-pay approval ~93% in 2024 indicates broad investor alignment with compensation programs overseen by the board.
- Watch items / potential red flags
- Merger-era bylaws embed representation (Legacy CrossFirst/Legacy Busey) and require supermajority to modify during the “Specified Period,” which can constrain board refresh and committee composition flexibility.
- Combined Chair/CEO persists during succession period (mitigated by the Lead Independent Director role held by Brenneman).
- Series A Preferred holdings by directors (including Brenneman’s 1.29% of class) introduce a second class of economic interests; no related-party conflicts disclosed, but class preferences warrant monitoring.
- Section 16 reporting: company disclosed several late filings for certain directors/NEOs in 2024; no delinquencies were attributed to Brenneman.
No related-person transactions involving Brenneman above SEC thresholds were disclosed; Audit Committee retains explicit oversight and approval authority for related-party transactions.
Board engagement appears active (executive sessions; committee-only independence), though Brenneman’s personal 2024 attendance is not applicable given his 2025 appointment.