Scott Wehrli
FIRST BUSEY CORP /NV/About Scott A. Wehrli
Scott A. Wehrli (age 56) is an independent director of First Busey Corporation and has served on the Busey Bank board since 2017; he joined the First Busey board in 2025 following the CrossFirst merger . He is Chairman and Principal of DuKane Precast Incorporated and has served as the mayor of Naperville, Illinois since 2023, bringing operational and civic leadership experience; the board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuKane Precast Incorporated | Chairman & Principal | Ongoing | Leads a producer of precast concrete; business/financial expertise |
| City of Naperville, Illinois | Mayor | Since 2023 | Civic leadership; distinctive market insights for a major Chicago suburb |
| First Community Financial Partners, Inc. | Director | Until merger with First Busey in 2017 | Served on capital, strategic, leadership, and compensation committees |
| Busey Bank | Director | Since 2017 | Financial industry expertise via bank board service |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Wehrli . |
Board Governance
- Board composition expanded to 13 directors post-merger; Wehrli is among the eight legacy Busey directors on the combined First Busey/Busey Bank boards (which are identical) .
- Independence: Wehrli is “independent” under Nasdaq .
- Committee memberships: Member, Enterprise Risk Committee as of March 1, 2025 (committee focuses on risk identification, assessment, monitoring, and management) .
- Committee chair roles: None disclosed for Wehrli; Enterprise Risk Committee chaired by Michael D. Cassens .
- Lead Independent Director: Rodney K. Brenneman serves for two years post-merger .
- Board attendance and engagement: In 2024 the board held seven regular meetings, two special meetings, six executive sessions without management, and two study sessions; all incumbent directors met the ≥75% attendance threshold and directors are required to attend the annual meeting (all then-current directors attended) .
Fixed Compensation
Director compensation structure for non-employee directors:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $44,000 | Increased effective March 2024 |
| Annual cash retainer (2025) | $50,000 | Implied by ownership guideline multiple (“$250,000 equals five times annual cash retainer ($50,000 effective March 2025)”) |
| DSU annual grant (2024) | $73,000 | Deferred stock units vest on first anniversary; DSUs are RSUs with deferred settlement |
| Committee membership fee | $6,000 per committee (non-chair) | Applies to Compensation, Audit, Nominating, Enterprise Risk |
| Committee chair fee (Audit) | $15,000 | |
| Committee chair fee (Comp/Nominating/Risk) | $12,500 | |
| Lead Independent Director | +$12,500 cash retainer | |
| Vice Chairman | +$12,500 cash retainer | |
| Busey Bank Directors Loan Committee | $10,000 annual retainer |
Stock ownership policy for directors:
- Required ownership: $250,000 in First Busey common stock (five times annual cash retainer); DSUs do not count; 5-year accumulation period .
- Compliance: All current directors are in compliance with guidelines .
Performance Compensation
- Directors do not have performance-conditioned pay; equity compensation is primarily DSUs (time-based RSUs with deferred settlement), vesting after one year (accelerated for certain resigning directors at merger close) .
- 2024 DSU grants to non-employee directors were 3,126 units; all vested after one year, with merger-related accelerated vesting for resigning directors .
| Equity Award Type | Grant Quantity | Grant Value | Vesting Terms |
|---|---|---|---|
| Deferred Stock Units (DSUs) – 2024 cohort | 3,126 units | $72,992 (grant-date fair value per director in 2024 table) | One-year vest; settlement deferred; accelerated vesting applied for certain resignations on March 1, 2025 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlocks/Conflicts |
|---|---|---|
| DuKane Precast Incorporated | Chairman & Principal | Industrial supplier; no related-party transactions disclosed with First Busey |
| City of Naperville | Mayor | Civic role; not a corporate interlock; monitor for public-sector conflicts if bank/business dealings arise; no such transactions disclosed |
| First Community Financial Partners, Inc. | Former Director until 2017 merger | Historical role; no current interlocks |
Expertise & Qualifications
- Business/financial expertise from leading DuKane Precast; prior bank board experience at First Community and Busey Bank; civic leadership provides distinctive local market insight for a major Chicago suburb .
- Board assigns Wehrli to Enterprise Risk Committee given his business and financial expertise and prior financial industry board experience .
Equity Ownership
| Holder/Form | Shares | % of Common | Notes |
|---|---|---|---|
| Total beneficial ownership (Wehrli) | 72,880 | <1% | |
| Scott Wehrli Investments LLC | 40,367 | — | Wehrli is sole manager with sole voting/investment power |
| Scott Wehrli Declaration of Trust | 23,011 | — | Wehrli is sole trustee with sole voting/investment power |
| DSUs (issuable at end of service) | 9,502 | — | Deferred settlement shares tied to director service |
Alignment and risk policies:
- Ownership guidelines: Directors must hold $250,000; company confirms all directors are in compliance .
- Hedging and pledging: Hedging prohibited; pledging requires Nominating Committee approval; no new pledges approved in 2024; Wehrli’s footnotes do not disclose any pledging .
Governance Assessment
- Strengths: Independent status; assignment to Enterprise Risk Committee aligns with operational and financial background; strong board-level risk governance with Enterprise Risk, Audit, Compensation, and Nominating committees composed solely of independent directors . Stock ownership policy and compliance indicate skin-in-the-game; Wehrli’s 72,880-share stake plus 9,502 DSUs demonstrates alignment .
- Engagement: Board held frequent meetings and executive sessions; directors required to attend annual meeting and met attendance thresholds in 2024, supporting engagement culture .
- Compensation signal: Director pay mix balances cash retainer, committee fees, and equity DSUs; the post-merger cash retainer increase to $50,000 aligns with expanded scale and responsibilities .
- Watchpoints:
- Dual civic role (mayor) could present perceived conflicts if municipal decisions intersect with bank operations; no related-party transactions disclosed, and Audit Committee oversees related-party screening .
- Industrial leadership at an external supplier (DuKane Precast) warrants ongoing monitoring for any business dealings with First Busey; none disclosed and lending/transactions are governed by Regulation O/related-party policies .
- Broader governance signals: Lead Independent Director established post-merger enhances independent oversight; strong say-on-pay support (~93% in 2024) suggests investor confidence in compensation governance for executives (context for overall governance environment) .
No delinquent Section 16 filings were attributed to Wehrli in the proxy’s disclosure of late filings (others were named) .