Steven Caple

About Steven W. Caple

Steven W. Caple (age 59) is an independent director of First Busey Corporation, appointed in connection with the CrossFirst merger and serving since 2025; he previously served on the CrossFirst Bankshares, Inc. board from 2018 until the merger closed on March 1, 2025 . He is President of Unity Hunt, Inc. (the Hunt family holding company) since January 2011 and holds various roles for Hunt family trusts and portfolio companies; he is also co-owner of TRL Management, LLC, Farmersville Holdings, LLC, and Hickory Creek Real Estate, LLC . Caple holds a bachelor’s degree from the University of Texas at Dallas and a J.D. (with honors) from the University of Arkansas; the board has determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and service

  • Determined “independent” under Nasdaq rules; all four board committees are comprised solely of independent directors .
  • Lead Independent Director: Rodney K. Brenneman (appointed effective March 1, 2025) .

• Committee assignments (effective March 1, 2025)

  • Executive Management Compensation & Succession Committee (member) .
  • Nominating & Corporate Governance Committee (member) .

• Meeting cadence and attendance context

  • 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, and all directors attended the 2024 annual meeting (Caple joined in 2025) .

Fixed Compensation (Non‑Employee Director Program)

• Stock ownership guidelines (directors): 5x annual cash retainer ($250,000 given $50,000 retainer effective March 2025); DSUs (vested or unvested) do not count; 5‑year accumulation period .

Performance Compensation (Directors)

The company does not disclose any performance‑conditioned equity for non‑employee directors; PSUs/TSR/ROATCE structures apply to executives, not directors .

Other Directorships & Interlocks

• Compensation Committee interlocks: 2024 interlocks disclosure identified no interlocks for that year’s committee; 2025 committee includes Caple and is composed solely of independent directors .

Expertise & Qualifications

• Legal and governance expertise (J.D. with honors) and significant multi‑industry management background; deep understanding of corporate financial statements .
• Regional market insight in Dallas/Frisco/Fort Worth, supporting First Busey’s Texas markets post‑merger .
• Prior public company board experience through CrossFirst .

Equity Ownership

Insider Trades (Section 16)

| Date | Transaction | Shares | Price | Source | |---|---:|---:|---| | — | No specific Form 4 transactions for Caple disclosed in the proxy; beneficial ownership as of Apr 1, 2025 shown above | — | — | Section 16 filing compliance summary provided; Caple joined in 2025 and is not cited in delinquency notes . |

Related‑Party Considerations

• Related‑party transactions are reviewed/approved by the Audit Committee; insider lending and other transactions were on market terms and not categorized as problem credits; policy framework includes Regulation W/O compliance and a $120,000 disclosure threshold .
• Board independence assessment is conducted annually via questionnaires and policy review; Caple is independent under Nasdaq rules .
• Notable: Caple’s significant beneficial ownership via LHFI III, LLC (including 9.68% of Series A Preferred) represents material “skin in the game” and potential influence; no specific related‑party transactions involving Caple or Hunt‑affiliated entities are disclosed in the proxy .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay received ~93% approval of shares having voting power present, indicating strong investor support for compensation practices; the Compensation Committee engages an independent consultant (Pearl Meyer) and maintains a clawback and stock ownership policies .

Governance Assessment

• Strengths

  • Independent director with legal, financial, and diversified operating experience; adds Texas market expertise valuable to post‑merger footprint .
  • Serves on two core governance committees (Compensation; Nominating & Corporate Governance), both composed solely of independent directors .
  • High ownership alignment (597,149 common; 750 preferred via LHFI III, LLC), supporting long‑term orientation; company prohibits hedging and restricts pledging .

• Watch items / potential investor considerations

  • Concentrated preferred ownership (9.68% of Series A Preferred) alongside Compensation and Nominating committee roles can raise perception of influence; board affirms independence under Nasdaq .
  • Director‑level performance compensation is time‑based DSUs (no performance hurdles), which is common but offers limited direct pay‑for‑performance linkage at the board level .
  • Attendance history specific to Caple is not available for 2024 (he joined in 2025); board as a whole met frequently and met attendance expectations in 2024 .

• Policy and process mitigants

  • Annual independence review, robust related‑party review, stock ownership requirements (5x retainer, DSUs excluded), insider trading, hedging/pledging restrictions, and clawback policy .

Overall: Caple brings legal/governance and owner‑operator discipline with meaningful equity alignment; investors should monitor committee decisions (Compensation/Nominating) given his significant beneficial ownership and ensure ongoing transparency on any Hunt‑affiliated relationships, none of which are disclosed in related‑party transactions as of the latest proxy .