Stanley Bradshaw
FIRST BUSEY CORP /NV/About Stanley J. Bradshaw
Independent director of First Busey Corporation since 2016; age 67. Principal of Bradshaw Capital Management, LLC; former Chairman of Pulaski Financial Corp. (2006–2016), Roosevelt Financial Group/Roosevelt Bank (Chairman & CEO), and Square 1 Financial Corp./Square 1 Bank; current director of Triad Business Bank (since Feb. 2020) . The board has determined he is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulaski Financial Corp. | Chairman of the Board | 2006–2016 (until merger into First Busey) | Led board through sale/merger; banking governance experience |
| Roosevelt Financial Group and Roosevelt Bank | Chairman of the Board; Chief Executive Officer | Not disclosed | Banking operations and board leadership |
| Square 1 Financial Corp. and Square 1 Bank | Chairman of the Board | Not disclosed | Financial markets and valuation insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bradshaw Capital Management, LLC | Principal | Not disclosed | Asset management/advisory for institutional and eleemosynary investors |
| Triad Business Bank (Greensboro, NC) | Director | Since Feb. 2020 | Banking board role |
Board Governance
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (2024 and continuing post-merger composition) .
- Executive Management Compensation & Succession Committee: Member (2024 and continuing post-merger composition) .
- Committee cadence: Nominating Committee met 6× in 2024; Compensation Committee met 8× in 2024 .
- Independence/attendance: Board determined he is independent; in 2024 the board held 7 regular meetings, 2 special meetings, 6 executive sessions, and 2 study sessions; all incumbent directors attended at least 75% of board and committee meetings; all directors attended the annual meeting .
- Lead independent director: Role exists (held by Rodney K. Brenneman for two years post-merger), providing structured independent oversight .
Fixed Compensation
2024 non-employee director compensation (Bradshaw):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned (cash) | $74,500 | Includes base retainer and chair/membership fees |
| Stock awards (DSUs, grant-date fair value) | $72,992 | DSUs; vest 1-year post grant; settlement deferred |
| Total | $147,492 |
Director compensation program (effective March 2024):
| Element | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $44,000 | Increased from $42,000 |
| Annual DSU grant (fair value) | $73,000 | Increased from $69,500 |
| Committee chair fees | $12,500 (Comp/Nominating/Enterprise Risk); $15,000 (Audit) | |
| Committee membership fee (non-chair) | $6,000 per committee | |
| Lead independent director retainer | $12,500 | |
| Vice Chairman retainer | $12,500 | |
| Busey Bank Directors Loan Committee | $10,000 | |
| Expense reimbursement | Reasonable board/education/travel expenses reimbursed |
Performance Compensation
Directors do not receive performance-based incentives; equity is granted as DSUs with time-based vesting and deferred settlement.
| Instrument | Grant/Units | Vesting | Notes |
|---|---|---|---|
| DSUs (2024 grant to each non-employee director) | 3,126 units | Vest on first anniversary of grant date | Settlement generally within 30 days post-separation or change-in-control |
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict Assessment |
|---|---|---|
| Triad Business Bank (current) | Regional bank board | No specific related-party transactions disclosed; Audit Committee reviews related-party interactions; policy in place |
| Historic bank boards (Pulaski, Roosevelt, Square 1) | Prior public/private banking boards | Historic roles; no current interlocks disclosed impacting BUSE |
Expertise & Qualifications
- Extensive banking governance leadership (multiple bank chair roles) and investor perspective via Bradshaw Capital Management .
- Provides insight into financial markets, valuation, and stockholder perspectives; nominated for Nominating and Compensation Committees based on these credentials .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total common shares beneficially owned | 488,437 | Includes 27,437 DSUs issuable at termination |
| Ownership % of common shares outstanding | Less than 1% | Company had 89,954,450 common shares at record date (Apr 1, 2025) |
| DSUs (vested, deferred) | 27,437 (issuable at termination) | DSUs not counted toward ownership guideline |
| DSUs (non-vested at 12/31/24) | 3,126 | |
| Hedging/Pledging | Hedging prohibited; pledging requires Nominating Committee approval; no new pledging approved in 2024; no pledge noted for Bradshaw | |
| Stock ownership guideline | Directors must own $250,000 of BUSE common stock (5× annual cash retainer; $50,000 effective March 2025); DSUs excluded; all non-employee directors at 12/31/24 in compliance |
Governance Assessment
- Board effectiveness: Bradshaw chairs the Nominating Committee and sits on the Compensation Committee—roles central to board composition, governance policy, and pay oversight; both committees comprised solely of independent directors and met regularly in 2024 (Nominating 6×; Compensation 8×) .
- Independence/engagement: Affirmed independent; board and committee attendance thresholds met by all incumbents; executive sessions held 6× in 2024—indicative of independent oversight .
- Compensation oversight signals: Compensation program for executives features objective metrics and clawback policy; say‑on‑pay passed with ~93% approval in 2024—a constructive governance signal, though focused on executives rather than directors .
- Ownership alignment: Significant beneficial ownership (488,437 shares) with additional DSUs deferred until separation; complies with director ownership guidelines; hedging prohibited and no pledge noted, reducing alignment risk .
- Conflicts/related parties: Compensation Committee (including Bradshaw) reported no relationships requiring related‑party disclosure; Audit Committee reviews and oversees related‑party transactions with robust policy; ordinary-course banking relationships affirmed without unfavorable terms .
- RED FLAGS: None disclosed specific to Bradshaw—no hedging/pledging noted, no related‑party transactions requiring disclosure, and independence affirmed .
Overall, Bradshaw’s governance profile shows deep banking board experience, active committee leadership in Nominating and participation in Compensation, strong equity alignment, and no disclosed conflicts—supporting investor confidence in board independence and oversight quality .