Scott Phillips
FIRST BUSEY CORP /NV/About Scott Phillips
Scott A. Phillips, age 46, is Interim Chief Financial Officer, Executive Vice President, and Chief Accounting Officer of First Busey Corporation and Busey Bank since February 18, 2025; he has served as Principal Accounting Officer since March 2023 and Corporate Controller since January 2019. He previously spent nearly five years as a Senior Auditor at Deloitte & Touche, then worked in SEC reporting at BB&T/Truist and five years at Florida Community Bank (Director of Financial Reporting, then Chief Accounting Officer). He holds an MBA from Webster University, a BS in Accounting (University of North Florida), and a BS in Business Administration (Coastal Carolina University), and is an AICPA member . Company performance context: FY2024 net income was $113.7M (adjusted diluted EPS $2.08); Wealth Management revenue grew 12.3% and FirsTech revenue 1.3%; a $100 TSR investment stood at $105 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Busey Corporation / Busey Bank | Interim CFO; EVP & Chief Accounting Officer; Principal Accounting Officer; Corporate Controller | Interim CFO since Feb 18, 2025; PAO since Mar 2023; Controller Jan 2019–Feb 2025 | Led corporate accounting, SEC/SOX reporting; elevated to Interim CFO during merger integration period |
| Florida Community Bank | Director of Financial Reporting; Chief Accounting Officer | Approximately 5 years (prior to Busey) | Built reporting and CAO functions for a fast-growing regional bank |
| BB&T (now Truist Financial) | SEC Reporting Project Manager | Prior to Florida Community Bank (dates not disclosed) | Managed quarterly/annual SEC reporting for a large bank holding company |
| Deloitte & Touche | Senior Auditor | Nearly 5 years (early career) | Audited financial services clients; foundation in public-company audit and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | Professional affiliation |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | Phillips’ employment agreement entitles him to an annual base salary; amount not disclosed in 8-K summaries . |
| Benefits | Standard executive benefits | Standard executive benefits | Participation in Busey plans, plus a $500,000 life insurance policy under his agreement . |
| Profit Sharing | Eligible | Eligible | Agreement provides for profit sharing benefits in accordance with company plans . |
Performance Compensation
| Incentive Type | Metric/Terms | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (Company plan) | Core EPS | 40% | Above target; CEO multiplier 131.0%; NEO multiplier 106.0% for 2024 plan context | Annual payout; not specific to Phillips for 2024 . |
| Annual Cash Incentive (Company plan) | Asset Quality Ratio (peer-relative) | 25% | Maximum; CEO 150.0%; NEO 125.0% for 2024 | Annual payout; not specific to Phillips . |
| Annual Cash Incentive (Company plan) | Non-Bank Revenue | 25% | Above target; CEO 127.2%; NEO 102.2% | Annual payout; not specific to Phillips . |
| Annual Cash Incentive (Company plan) | Net Promoter Score | 3.4% | Maximum; CEO 150.0%; NEO 125.0% | Annual payout; not specific to Phillips . |
| Annual Cash Incentive (Company plan) | Gallup Engagement Score | 3.3% | Maximum; CEO 150.0%; NEO 125.0% | Annual payout; not specific to Phillips . |
| Annual Cash Incentive (Company plan) | Regulatory Ratings (CAMELS) | 3.3% | Above target; CEO 137.5%; NEO 112.5% | Annual payout; not specific to Phillips . |
| Retention Bonus | $150,000 | N/A | One-third within 45 days post–Mar 1, 2025; one-third on or after first and second anniversaries; subject to continued employment (earlier vest if terminated w/o cause, good reason, non-renewal, death/disability) | Cash; scheduled installments . |
| Equity Awards (general treatment post-merger) | RSUs | N/A | N/A | All outstanding RSUs vest in equal annual installments over 3 years following Mar 1, 2025; earlier schedules preserved . |
| Equity Awards (general treatment post-merger) | ROATCE PSUs | N/A | 2023 grants deemed earned at 100% of target; 2024 grants at 75% of target | Service-based vesting continues . |
| Equity Awards (general treatment post-merger) | TSR PSUs (Merger PSUs) | N/A | Earned 0–160% based on relative TSR vs KBW Regional Banking Index over Jan 1, 2025–Dec 31, 2026; target number based on pre-announcement performance calibration | Two-year performance period; then standard settlement . |
Equity Ownership & Alignment
- Hedging and pledging: Busey prohibits hedging and restricts pledging without Nominating Committee approval; no new pledging approvals in 2024. Exemptions exist for legacy pledges from 2014 policy adoption .
- Stock ownership guidelines: Directors 5x cash retainer; CEO 3x salary; other NEOs 2x salary; five-year accumulation; all NEOs/directors were in compliance as of 12/31/2024. Phillips was not an NEO in 2024; specific ownership for Phillips was not disclosed in the proxy .
- Beneficial ownership: The proxy lists directors/NEOs and group totals; Scott Phillips does not have an individual line item in the table (not an NEO in 2024). No pledging by Phillips is disclosed .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | One-year term beginning March 1, 2025 (Effective Time of merger) with automatic annual renewals unless non-renewed by either party . |
| Role | Interim CFO, EVP & Chief Accounting Officer; will continue as CAO once new CFO (Christopher H.M. Chan) is effective on Sept 30, 2025 . |
| Severance (non–change in control) | If terminated by Busey other than for cause or disability, upon non-renewal, or if Phillips resigns for good reason: Accrued benefits plus cash severance equal to 100% of base salary + most recent performance bonus; pro-rated current-year bonus based on actual performance; up to 12 months employer portion of COBRA; subject to release . |
| Equity Vesting Protection (post-merger) | Double-trigger vesting applies to outstanding equity awards upon involuntary termination within 12 months post–Effective Time (Merger PSUs at target) . |
| Restrictive Covenants | Confidentiality, non-competition, and non-solicitation covenants per employment agreement; retention eligibility terminates upon covenant violations . |
| Clawback | Company maintains a clawback policy compliant with Nasdaq Rule 5608; applies to incentive compensation for executive officers in case of required restatement or specified misconduct . |
| Interim CFO Succession | Appointment of CFO Christopher H.M. Chan effective Sept 30, 2025; Phillips to continue as Chief Accounting Officer thereafter . |
Risk Indicators & Red Flags
- Section 16 compliance: The proxy notes one late Form 4 filing for each NEO and Scott A. Phillips related to PSU vesting and one late filing for dividend reinvestments on vested PSUs; management disclosed reliance on written representations and SEC filings .
- Pledging/Hedging: Company policy prohibits hedging and restricts pledging; no new pledging approvals in 2024; no pledging disclosed for Phillips .
Compensation Peer Group & Say-on-Pay
- Peer group methodology: Pearl Meyer advised on a 24-bank peer set updated March 2024 for benchmarking NEO pay; includes regionally comparable banks (SRCE, BANF, CBU, EFSC, FBK, etc.) .
- Say-on-pay support: 93% approval at 2024 Annual Meeting, indicating investor support for pay design .
Investment Implications
- Retention and transition: A $150,000 retention bonus and auto-renewing terms reduce near-term attrition risk for a key finance leader through merger integration; double-trigger equity protection and revised RSU schedules further stabilize retention across the finance team .
- Pay-for-performance alignment: Annual incentives heavily weight Core EPS and asset quality with proven payout calibration; PSU design uses ROATCE and relative TSR against bank indices, aligning executive rewards to value creation metrics investors track .
- Governance quality: Robust clawback policy, hedging/pledging restrictions, and stock ownership guidelines support alignment and discipline; isolated late Section 16 filings are a minor operational control blemish but disclosed transparently .
- Role normalization: Appointment of a new CFO in Sept 2025 returns Phillips to focused CAO responsibilities, which should maintain continuity in financial reporting through integration and reduce leadership transition risk .