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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant: ☒

Filed by a Party other than the Registrant: ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

FIRST BUSEY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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FIRST BUSEY CORPORATION

April 14, 2023

Dear Stockholders:

We cordially invite you to attend the 2023 Annual Meeting of Stockholders of First Busey Corporation, scheduled for 10:30 a.m., central time, on May 24, 2023. This year’s Annual Meeting will be a completely virtual meeting, which will be conducted solely online via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BUSE2023. You will need to have your 16-digit control number included on your notice to join the Annual Meeting. There is no physical location for the Annual Meeting.

We are furnishing our proxy statement, 2022 Annual Report and proxy card to stockholders over the internet. Our stockholders will receive a notice in the mail which contains instructions on how to access the proxy materials via the internet and join the Annual Meeting. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. If you would like to request paper copies of the proxy materials, please follow the instructions on the notice or as provided in the proxy statement.

The items of business to be considered at the meeting include: (a) the election of 10 directors for a term of one year expiring at the 2024 Annual Meeting of Stockholders; (b) the approval, in a nonbinding, advisory vote, of the compensation of our named executive officers, or a “say-on-pay” proposal; (c) the approval of the First Busey Corporation Amended 2020 Equity Incentive Plan; and (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. At the meeting, we will also review our performance in 2022 and update you on our strategic plans as we move forward.

Your vote is important. We hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend, please review the attached proxy statement and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

Sincerely yours,

Van A. Dukeman
Chairman, President and Chief Executive Officer

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FIRST BUSEY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2023 AT 10:30 A.M., CENTRAL TIME

To the Stockholders of First Busey Corporation:

You may visit www.virtualshareholdermeeting.com/BUSE2023 to access the Annual Meeting, where you will be able to attend online, vote your shares electronically, and submit your questions during the meeting. You will need to have your 16-digit control number included on your notice to join the Annual Meeting. The 2023 Annual Meeting is being held for the following purposes:

to elect 10 directors to hold office until the 2024 Annual Meeting of Stockholders or until their successors are elected and have qualified;

to approve, in a nonbinding, advisory vote, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay” proposal;

to approve the First Busey Corporation Amended 2020 Equity Incentive Plan;

to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and

to transact such other business as may properly be brought before the meeting and any postponements or adjournments of the meeting.

Only stockholders of record at the close of business on March 27, 2023, are entitled to notice of, and to vote at, the 2023 Annual Meeting or any postponement or adjournment thereof. Even if you plan to attend the 2023 Annual Meeting, please sign, date, and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

By Order of the Board of Directors

Van A. Dukeman
Chairman, President and Chief Executive Officer

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FIRST BUSEY CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2023

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of First Busey Corporation for use at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) to be held at 10:30 a.m., central time, on May 24, 2023, via live webcast in a virtual online meeting format by visiting www.virtualshareholdermeeting.com/BUSE2023. You will need to have your 16-digit control number included on your notice to join the Annual Meeting.

The board has fixed the close of business on March 27, 2023, as the record date for determining the stockholders entitled to notice of, and to vote at, the 2023 Annual Meeting. On the record date, First Busey Corporation had 55,264,095 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

First Busey Corporation’s Annual Report on Form 10-K, which includes audited financial statements for the year ended December 31, 2022, is available for review at our website at busey.com/secfilings. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about April 14, 2023.

Directions on how to attend the 2023 Annual Meeting are contained in this proxy statement. If you have any questions, please contact our Investor Relations Department at (217) 365-4556. The principal executive offices of First Busey Corporation are located at 100 W. University Avenue, Champaign, Illinois 61820.

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	QUESTIONS AND ANSWERS					3
	PROPOSAL 1: ELECTION OF DIRECTORS					9
	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS					15
	DIRECTOR COMPENSATION					23
	REPORT OF THE AUDIT COMMITTEE					24
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					26
	DELINQUENT SECTION 16(A) REPORTS					28
	COMPENSATION DISCUSSION AND ANALYSIS					28
	EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE REPORT					44
	COMPENSATION OF NAMED EXECUTIVE OFFICERS					45
	CEO PAY RATIO					54
	PAY VERSUS PERFORMANCE					54
	EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					58
	PROPOSAL 2: NONBINDING, ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION					59
	PROPOSAL 3: APPROVAL OF FIRST BUSEY CORPORATION AMENDED 2020 EQUITY INCENTIVE PLAN					60
	PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					71
	AUDIT AND RELATED FEES					72
	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS					72
	OTHER BUSINESS					73
	ANNUAL REPORT AND FINANCIAL STATEMENTS; OTHER INFORMATION					73
	APPENDIX A: FIRST BUSEY CORPORATION AMENDED 2020 EQUITY INCENTIVE PLAN					A-1

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QUESTIONS AND ANSWERS

The following information regarding the meeting and the voting process is presented in a question and answer format. As used in this proxy statement, the terms “First Busey,” “we,” “our,” “us,” and the “Company” all refer to First Busey Corporation and its subsidiaries. The term “Busey Bank” refers to First Busey’s wholly-owned bank subsidiary, and is sometimes also referred to herein as the “Bank.”

How do I attend the 2023 Annual Meeting?

The 2023 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live webcast. You are entitled to participate in the 2023 Annual Meeting only if you were a stockholder as of the record date for the 2023 Annual Meeting, March 27, 2023. There is no physical location for the 2023 Annual Meeting. You will be able to attend the 2023 Annual Meeting online, vote and submit your questions by visiting www.virtualshareholdermeeting.com/BUSE2023. You will need to have your 16-digit control number included on your notice to join the 2023 Annual Meeting. If you do not comply with the procedures outlined above, you will not be admitted to the virtual 2023 Annual Meeting. Online check-in will start 15 minutes prior to the start of the meeting, which will begin promptly at 10:30 a.m. central time on May 24, 2023. The virtual meeting platform is fully supported across various browsers (including Microsoft Edge, Mozilla Firefox, Google Chrome, and Safari) and devices (including desktops, laptops, tablets, and cell phones) provided that they are running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you encounter any technical difficulties in accessing the meeting or during the meeting, a support number will be made available on the login page. A complete list of registered stockholders entitled to vote at the 2023 Annual Meeting will be made available for inspection during the meeting by clicking the designated stockholder list link that will appear on your screen.

How do I ask questions at the 2023 Annual Meeting?

In order to submit a question at the 2023 Annual Meeting, you will need to log into the meeting using your 16-digit control number included on your notice. If you would like to ask a question during the meeting, you can type your question in the “ask a question” text box that will appear on your screen and click “submit”. You will be able to input your question into the queue beginning 15 minutes prior to the start of the meeting. You may also submit questions in advance of the 2023 Annual Meeting through the form available on our website at busey.com/informationrequest. We encourage you to submit any questions as soon as possible to ensure your question is received.

In the interest of a productive and orderly meeting, we will observe the following conduct during the 2023 Annual Meeting (as further described in First Busey’s Annual Meeting Code of Conduct that will be available on your screen during the virtual meeting):

The business of the 2023 Annual Meeting will be taken up as set forth in the agenda. When an item on the agenda is before the meeting for consideration, discussion will be confined to that item. Because time is limited at the 2023 Annual Meeting, we may not be able to answer all questions from stockholders. We will address relevant questions, as possible, during the meeting and also post a selection of stockholder questions and answers on the investor page of our website as soon as practical after the meeting. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Each stockholder is limited to two questions, and we will prioritize addressing questions that relate to the business of First Busey or to matters being voted upon at the 2023 Annual Meeting.

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If you have further questions not answered during the 2023 Annual Meeting, please contact our Investor Relations Department at 217-365-4556 or through the form available on our website at busey.com/informationrequest.

What happens in the event of a technical issue or other significant disruption to the 2023 Annual Meeting?

In the event of a technical malfunction or other significant problem that disrupts the 2023 Annual Meeting, the Chairman of the board may adjourn, recess, or expedite the 2023 Annual Meeting, or take such other action that the Chairman determines is appropriate in light of the circumstances.

Why did I receive access to the proxy materials?

We have made the proxy materials available to you via the internet because on March 27, 2023, the record date for the 2023 Annual Meeting, you owned shares of First Busey common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the 2023 Annual Meeting. It also gives you information concerning these matters to assist you in making an informed decision.

When you sign your proxy card or vote by telephone or internet, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card or vote by telephone or internet in advance of the meeting just in case your plans change.

If you have voted via proxy card and an issue comes up for a vote at the meeting that was not identified on the proxy form, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

Why did I receive a Notice Regarding the Availability of Proxy Materials instead of paper copies of the proxy materials?

We are employing the Securities and Exchange Commission notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April 14, 2023, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials, which contained instructions on how to access our proxy materials and vote your shares. This notice is not a proxy card and cannot be used to vote. If you receive a Notice Regarding the Availability of Proxy Materials, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or as provided below.

Full copies of the proxy statement and other materials for the 2023 Annual Meeting are available on the internet through our website at busey.com/secfilings.

What if I lost my Notice Regarding the Availability of Proxy Materials?

If you have lost or misplaced your notice, please contact:

First Busey Corporation
Attn: Mary E. Lakey, Corporate Secretary
100 W. University Avenue
Champaign, Illinois 61820
Telephone: 217-365-4556
E-mail: Mary.Lakey@busey.com

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If your shares are held in an account at a bank or brokerage firm, you will need to contact your bank or broker.

How can I request and receive a paper or e-mail copy of the proxy materials?

If you want to receive a paper or e-mail copy of the 2022 Annual Report, proxy statement and proxy card, you must request them. There is no charge for requesting a copy of these documents, but you will be required to enter your 16-digit control number provided on your Notice Regarding the Availability of Proxy Materials. Please choose one of the following methods to make your request:

By internet: www.ProxyVote.com
By telephone: 1-800-579-1639
By e-mail: sendmaterial@proxyvote.com

Please make the request on or before May 10, 2023, to facilitate timely delivery.

What matters will be voted on at the meeting?

You are being asked to vote on: (a) the election of 10 directors of First Busey for a term of one year expiring at the 2024 Annual Meeting of Stockholders; (b) a nonbinding, advisory proposal to approve the compensation of our named executive officers (“NEOs”), which is referred to as the “say-on-pay” proposal; (c) the First Busey Corporation Amended 2020 Equity Incentive Plan (the “Amended Plan”); and (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. These matters are more fully described in this proxy statement.

If I am the record holder of my shares, how do I vote?

Your vote is important. We encourage you to submit your proxy promptly. Internet and telephone proxy submission is available through 10:59 p.m., central time, on May 23, 2023. For shares held in the First Busey Corporation Profit Sharing Plan & Trust or the Employee Stock Purchase Plan, proxy submission is available through 10:59 p.m., central time, on May 21, 2023. You may submit your proxy or vote in one of the following ways:

Submit Your Proxy By Telephone. To submit your proxy by telephone, call 1-800-690-6903. When submitting your proxy by telephone, you will be required to enter your 16-digit control number provided on your Notice Regarding the Availability of Proxy Materials, so please have it available when you call. You may submit your proxy by telephone 24 hours a day. The telephone proxy submission system has instructions and allows you to confirm that the system has properly recorded your voting instructions. Alternatively, if you request paper copies of the proxy materials, your proxy card will include the toll-free telephone number that you may use to submit your proxy.

Submit Your Proxy By Internet. You may also submit your proxy by the internet 24 hours a day. The Notice Regarding the Availability of Proxy Materials indicates the website you may access for internet proxy submission — www.ProxyVote.com — using your 16-digit control number included in the notice. As with telephone proxy submission, you will be able to confirm that the system has properly recorded your voting instructions. You may incur telephone and internet access charges from your internet carrier if you submit your proxy by the internet.

Submit Your Proxy By Mail. If you receive your proxy materials by mail and you are a holder of record, you can submit your proxy by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided to you or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you elect to receive your proxy materials by mail and you hold your shares in street name, you

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can submit your voting instructions by completing and mailing the voting instruction form provided by your bank, broker, trustee, or holder of record.

If you sign and return your proxy card but do not mark the form to provide voting instructions, the shares represented by your proxy card will be voted “FOR” all nominees for director named in this proxy statement, “FOR” the say-on-pay proposal, “FOR” the Amended Plan and “FOR” the ratification of the appointment of RSM US LLP.

Vote By Internet During the 2023 Annual Meeting. You may also vote online during your attendance at the virtual 2023 Annual Meeting using your 16-digit control number before the voting polls close.

If I hold shares in the name of a broker or other fiduciary, who votes my shares?

If you received this proxy statement from your broker or other fiduciary who may hold your shares, your broker or other fiduciary should provide instructions to direct your fiduciary to vote your shares. Your fiduciary will vote your shares in the manner you direct. If you want to vote in person during attendance at the virtual meeting, log into the meeting at www.virtualshareholdermeeting.com/BUSE2023, using your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials or voting instruction form and follow the instructions available on www.ProxyVote.com.

Under the rules of various national and regional securities exchanges, brokers and other fiduciaries that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on nonroutine matters if they have not received such voting instructions (commonly referred to as a “broker nonvote”). The ratification of the appointment of RSM US LLP is considered a routine matter, so your broker or other fiduciary may vote on this matter even if you do not provide voting instructions. However, the election of directors, the “say-on-pay” proposal and the approval of the Amended Plan are each considered a nonroutine matter. Thus, if you do not provide instructions to your broker or other fiduciary as to how to vote the shares beneficially owned by you, your broker or other fiduciary generally will not be permitted to vote the shares beneficially owned by you on these matters.

We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures.

What does it mean if I receive more than one Notice Regarding the Availability of Proxy Materials?

You may receive more than one notice if you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. To vote ALL of your shares by proxy, please follow the instructions and vote your proxy for each account.

What if I change my mind after I vote my proxy card?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

•

using the internet or telephone methods described above, in which case only your last internet or telephone proxy submitted prior to the deadline will be counted;

•

signing another proxy card with a later date and returning that proxy card to:

Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, New York 11717

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•

voting online during the 2023 Annual Meeting (attendance at the meeting will not in and of itself constitute the revocation of a proxy).

If you hold your shares in the name of a broker or fiduciary and desire to revoke your proxy, you will need to contact your broker or fiduciary to revoke your proxy. Beneficial owners may also attend and vote online during the 2023 Annual Meeting, which will replace any previous votes.

How many shares must be present in order for there to be a quorum at the 2023 Annual Meeting?

A majority of the shares that are issued and outstanding and entitled to vote as of the record date must be present at the meeting, either in person by attendance at the virtual meeting or by proxy, in order to hold the meeting and conduct business. Shares are counted as present at the meeting if the stockholder either:

•

is present and votes in person during attendance at the virtual meeting; or

•

has properly submitted a signed proxy card or other form of proxy.

On March 27, 2023, the record date for the 2023 Annual Meeting, there were 55,264,095 shares of common stock issued and outstanding. Therefore, at least 27,632,048 shares need to be present, either in person by attendance at the virtual meeting or by proxy, at the 2023 Annual Meeting.

What happens if a nominee is unable to stand for election?

Although the board has no reason to believe any nominee will be unable to stand for election, the board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than 10 nominees.

What options do I have in voting on each of the proposals?

In the election of directors, you may vote “FOR” or “WITHHOLD AUTHORITY TO VOTE FOR” each nominee. For the proposals with respect to say-on-pay, the Amended Plan and the ratification of the appointment of RSM US LLP, and for any other proposal properly brought before the meeting, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

How many votes may I cast?

You are entitled to cast one vote for each share of stock you owned on the record date. The proxy card or Notice Regarding the Availability of Proxy Materials indicates the number of shares owned by an account attributable to you.

How many votes are needed for each proposal?

Directors will be elected by a plurality and the 10 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey. The holders of a majority of the shares having voting power and present at the annual meeting will be required to approve the say-on-pay proposal, to approve the Amended Plan, to ratify the appointment of RSM US LLP and to approve any other matter that arises at the 2023 Annual Meeting. Therefore, abstentions will have the same legal effect as a vote “AGAINST” these matters, while broker nonvotes, if any, will have no effect on these matters. Please note that, because the say-on-pay vote is advisory, the outcome of such votes will not be binding on the board of directors or the Executive Management Compensation and Succession Committee (the “Compensation Committee”).

In January 2017, First Busey adopted a majority voting policy, which requires an incumbent director who fails to receive the affirmative vote of a majority of the votes cast

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with respect to his or her election in an uncontested election at a meeting of stockholders to submit his or her resignation following certification of the stockholder vote. Such resignation will first be considered by the members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) (other than the tendering director, if applicable), who will recommend to the board of directors whether to accept or reject the resignation after considering all factors deemed relevant by the committee, including, without limitation, any stated reasons as to why stockholders withheld votes from the director, any alternatives for curing the underlying cause of the withheld votes, the director’s tenure and qualifications, the director’s past and expected future contributions to First Busey, and the overall composition of the board, including whether accepting the resignation offer would cause First Busey to be in violation of its constituent documents or fail to meet any applicable regulatory or contractual requirements. The board of directors (other than the tendering director) will then act to accept or reject the committee’s recommendation no later than 90 days following the date of the stockholders’ meeting after considering the factors considered by the Nominating Committee and such additional information and factors as the board believes to be relevant.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the meeting. The voting results also will be disclosed in a current Report on Form 8-K that we will file within four business days after the meeting.

Who bears the cost of soliciting proxies?

First Busey bears the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

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PROPOSAL 1:
ELECTION OF DIRECTORS

The board of directors, upon the recommendation of the Nominating Committee, has nominated the 10 nominees named below for election as directors at the 2023 Annual Meeting for a term expiring at the 2024 Annual Meeting of Stockholders or until their successors have been duly elected and are qualified.

It is intended that the proxies received in response to this solicitation will be voted for the election of the 10 persons so nominated, unless otherwise specified. If, for any reason, any nominee becomes unavailable for election or declines to serve, persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the board. No circumstances are presently known which would render a nominee named herein unavailable.

Set forth below under “Nominees” is certain biographical information concerning each nominee for director, including principal occupation and age. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years.

Required Stockholder Vote for Election of Directors

Subject to First Busey’s majority voting policy discussed on pages 7 and 8, directors are elected by a plurality and the 10 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey.

Board Recommendation

The board of directors recommends that you vote “FOR” each of the nominees listed in the “Nominees” table below.

Board of Director Nominee Statistics

Board Nominee Diversity Matrix (As of March 31, 2023)

	Female			Male
Total Number of Directors			10
Part I: Gender Identity
Directors		2			8
Part II: Demographic Background
African American or Black		0			1
Asian		0			1
White		2			6

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Board Nominee Diversity Matrix (As of March 31, 2022)

	Female			Male
Total Number of Directors			10
Part I: Gender Identity
Directors		2			8
Part II: Demographic Background
African American or Black		0			1
Asian		0			1
White		2			6

NOMINEES

Name (Age)			Director Since			Positions with First Busey and Principal Occupation for the Past Five Years
Samuel P. Banks (68)			2020			Mr. Banks served as the Executive Director of the Don Moyer Boys & Girls Club in Champaign, Illinois from May 2012 until June 30, 2021 and again from July 2022 to March 2023. Prior to joining the Boys and Girls Club in 2012, he served as President and Chief Executive Officer of Glenwood Academy in the Chicago area and Cunningham Children’s Home in Urbana, Illinois, providing decades of leadership for two of the oldest and most notable youth development and community service organizations in Illinois. Currently, Mr. Banks is an active mentor at local elementary schools and remains active with the Champaign County Community Coalition, addressing issues of mental health, community violence, youth interventions and law enforcement relations. Prior to joining the board of directors of First Busey, Mr. Banks served as a director of Busey Bank since 1994. We have determined that Mr. Banks is “independent” under the rules of Nasdaq.

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Name (Age)	Director Since	Positions with First Busey and Principal Occupation for the Past Five Years
George Barr (68)	2017	Mr. Barr is an attorney at the law firm of George Barr & Associates, and president and owner of The Barr Group, P.C., a real estate management and development company. Mr. Barr served as director and Chairman of the board of First Community Financial Partners, Inc. from 2006 until its merger with First Busey in 2017. We have determined that Mr. Barr is “independent” under the rules of Nasdaq.
Stanley J. Bradshaw (65)	2016	Mr. Bradshaw is the principal of Bradshaw Capital Management, LLC, an asset management and advisory firm serving institutional investors and eleemosynary organizations. Mr. Bradshaw served as Chairman of the board of Pulaski Financial Corp. from 2006 until its merger with First Busey in 2016. Mr. Bradshaw has also been a director of Triad Business Bank based in Greensboro, North Carolina since February 2020. We have determined that Mr. Bradshaw is “independent” under the rules of Nasdaq.
Michael D. Cassens (49)	2019	Mr. Cassens is an Associate Professor in the School of Visual and Media Arts at the University of Montana, where he has taught Computer Science and Game Development for over 20 years. He has also worked for the past 20 years as an independent software developer for companies such as Microsoft and Intel along with a variety of small to medium-sized businesses. Mr. Cassens served as a director of TheBANK of Edwardsville and The Banc Ed Corp. from 2003 until The Banc Ed Corp.’s merger with First Busey in 2019. We have determined that Mr. Cassens is “independent” under the rules of Nasdaq.
Van A. Dukeman (64)	2007	Mr. Dukeman is Chairman, President and Chief Executive Officer of First Busey, as well as the Chairman of Busey Bank. Mr. Dukeman also serves as a director of FirsTech, Inc. Mr. Dukeman served as the President and Chief Executive Officer of Main Street Trust, Inc. prior to its merger in 2007 with First Busey.

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Name (Age)	Director Since	Positions with First Busey and Principal Occupation for the Past Five Years
Karen M. Jensen (63)	2019	Ms. Jensen is a registered professional engineer and serves as President and Chief Executive Officer of Farnsworth Group, Inc., a national full-service engineering, architecture and survey firm. Ms. Jensen served as a director of Busey Bank from March 2018 until her appointment to the First Busey board in September 2019 and as a director of South Side Trust & Savings Bank from June 2011 until its merger with Busey Bank in March 2018. We have determined that Ms. Jensen is “independent” under the rules of Nasdaq.
Frederic L. Kenney (64)	2018	Mr. Kenney is an attorney and Director of Christy-Foltz, Inc. and Foltz, Inc. Mr. Kenney served as an Associate General Counsel for Archer Daniels Midland (“ADM”) in Decatur, Illinois, from 2001 to December 2018. Until his appointment to the First Busey board in 2018, Mr. Kenney served as a director of Busey Bank or its predecessors since 1995. We have determined that Mr. Kenney is “independent” under the rules of Nasdaq.
Stephen V. King (61)	2013	Mr. King is a founding partner of Prairie Capital, L.P., a private equity firm. Mr. King also serves on the boards of directors of several of Prairie Capital’s portfolio companies and several other privately held companies across a variety of industries. We have determined that Mr. King is “independent” under the rules of Nasdaq.
Gregory B. Lykins (75)	2007	Mr. Lykins is Vice Chairman of First Busey and a director of Busey Bank. Mr. Lykins served as the Chairman of First Busey from 2009 until 2020 and Chairman of Main Street Trust, Inc. prior to its merger in 2007 with First Busey. Mr. Lykins is also co-founder of Armory Capital, LLC, a family office investment company that invests in private enterprises in multiple industries, and serves on the boards of directors of several of its portfolio companies. Mr. Lykins was also previously an employee of First Busey in a senior advisory role until June 30, 2022.

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Name (Age)			Director Since			Positions with First Busey and Principal Occupation for the Past Five Years
Cassandra R. Sanford (48)			2022			Mrs. Sanford is Co-Founder/Chief Executive Officer of KellyMitchell Group, a technology consulting company founded in 1998 that focuses on matching qualified IT professionals with top organizations nationwide. Prior to joining the board of directors of First Busey, Mrs. Sanford served as a director of Busey Bank since 2021. Mrs. Sanford is also a licensed attorney by the Missouri Bar Association and serves as a board member of numerous organizations, including Boy Scouts of Greater St. Louis, Women’s Business Development Center of Chicago, the Regional Business Council and Mercy Hospital St. Louis. In addition, she serves on the United Way of Greater St. Louis’ Board of Directors and Executive Committee and on the Executive Committee of the Women’s Business Development Center of Chicago, and also serves as Chair of the Technology Committee for The Magic House. We have determined that Mrs. Sanford is “independent” under the rules of Nasdaq.

All directors will hold office for a term of one year, expiring at the 2024 Annual Meeting of Stockholders, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer. Finally, no nominee or director has been a director of another “public corporation” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934, or the “Exchange Act”) or of any registered investment company within the past five years.

Director Qualifications

We have established minimum criteria that we believe each director should possess to be an effective member of our board. Those criteria are discussed in more detail below in this proxy statement. The particular experience, qualifications, attributes or skills that led the board to conclude that each member is qualified to serve on the board and any committee he or she serves on is as follows:

Samuel P. Banks. We consider Mr. Banks to be a qualified candidate for service on the board, Audit Committee and Enterprise Risk Committee due to his extensive knowledge of the First Busey organization arising from his service as a member of the Busey Bank board since 1994, as well as his leadership and financial oversight of various community-based collaborations and strategic partnerships.

George Barr. We consider Mr. Barr to be a qualified candidate for service on the board, Audit Committee and Nominating Committee due to his extensive legal and business experience. Mr. Barr’s involvement with numerous local commercial, industrial, apartment, residential and entertainment real estate development projects provides him and the board with a detailed knowledge of the real estate markets in the areas of northern Illinois in which Busey Bank operates and provides loans.

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Stanley J. Bradshaw. We consider Mr. Bradshaw to be a qualified candidate for service on the board, Nominating Committee and Compensation Committee due to his extensive experience with banks as the former Chairman of the Board of Pulaski Financial Corp.; as the former Chairman of the Board and Chief Executive Officer of Roosevelt Financial Group and its wholly owned subsidiary, Roosevelt Bank; as the Chairman of the Board of Square 1 Financial Corp. and its wholly owned subsidiary, Square 1 Bank; as a director of Triad Business Bank; and as a private investor. Mr. Bradshaw provides the board with important insight into the financial markets and valuation issues, as well as insight into stockholder perspectives.

Michael D. Cassens. We consider Mr. Cassens to be a qualified candidate for service on the board, Enterprise Risk Committee and Audit Committee due to his extensive business knowledge. Mr. Cassens’ computer science knowledge, acquired as a professor and independent developer, positively enhances the diversity of skills presented by the board as a whole. His service on the board of The Banc Ed Corp. for over 16 years provides the board with important insight into the greater St. Louis Missouri-Illinois Metropolitan Statistical Area.

Van A. Dukeman. We consider Mr. Dukeman to be a qualified candidate for service on the board due to his skills and experience in the financial services industry and the intimate familiarity with First Busey’s operations that he has acquired as its Chairman, President and Chief Executive Officer and as the President and Chief Executive Officer of Main Street Trust, Inc. and its predecessors prior to their merger with First Busey in 2007.

Karen M. Jensen. We consider Ms. Jensen to be a qualified candidate for service on the board, Compensation Committee and Enterprise Risk Committee due to her extensive business experience, as well as the knowledge she has gained as a member of the boards of directors of South Side Trust & Savings Bank and Busey Bank. Ms. Jensen’s extensive consulting knowledge and the insights that she has acquired in growing Farnsworth Group, Inc., both organically and through acquisitions, positively enhances the diversity of experience represented by the board.

Frederic L. Kenney. We consider Mr. Kenney to be a qualified candidate for service on the board, Enterprise Risk Committee and Audit Committee due to his skills and expertise in business law and his intimate knowledge of the First Busey organization due to his long-time service as a member of the Busey Bank board. Mr. Kenney is an attorney and director of Foltz, Inc., which specializes in real estate ownership and development, and director of Christy-Foltz, Inc., a commercial construction company. Mr. Kenney served as Associate General Counsel for ADM in Decatur, Illinois, from 2001 to 2018.

Stephen V. King. We consider Mr. King to be a qualified candidate for service on the board, Nominating Committee and Compensation Committee due to his business and financial expertise acquired through his experience as a founding partner and managing member of a private equity firm, as well as due to his experience and knowledge gained as a member of many boards of directors throughout his career for companies operating in a variety of industries.

Gregory B. Lykins. We consider Mr. Lykins to be a qualified candidate for service on the board due to his skills and experience in the financial services industry and the intimate familiarity with First Busey’s operations he has acquired as its Vice Chairman and Chairman, and as the Chairman of Main Street Trust, Inc. and its predecessors prior to their merger with First Busey in 2007. Mr. Lykins, a certified public accountant (“CPA”), practiced public accounting with a national CPA firm primarily serving financial institutions for approximately fourteen (14) years. Most recently, Mr. Lykins co-founded Armory Capital, LLC, a family office investment company that invests in private enterprises in multiple industries.

Cassandra R. Sanford. We consider Mrs. Sanford to be a qualified candidate for service on the board, Compensation Committee and Audit Committee due to her extensive

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experience and business acumen garnered through founding and leading a technology consulting firm, coupled with her depth of knowledge of the greater St. Louis, Missouri-Illinois Metropolitan Statistical Area. Mrs. Sanford also brings an array of knowledge and experience from previous board memberships.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

General

The Company’s board has established a set of Corporate Governance Guidelines that address board composition, the selection of directors, board meetings, committee meetings, and other matters. The Corporate Governance Guidelines are available at our website at busey.com/governance.

Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the board does not involve itself in the day-to-day operations of First Busey, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full board, which are generally held every two months; special meetings, which are held from time to time; and through committee membership, which is discussed below. Our directors also discuss business and other matters with our key executives and our principal external advisers, such as our legal counsel, independent public accounting firm and other consultants.

A majority of our directors are “independent,” as defined by Nasdaq listing standards, and the board has determined that the independent directors do not have other relationships with us that prevent them from making objective, independent decisions. Generally, the board undertakes an annual review of director independence. This independence review is further supplemented by an annual questionnaire that each director is required to complete and that contains a number of questions related to, among other things, independence and related-party transactions. Because of their current or past positions as executive officers of First Busey, Messrs. Dukeman and Lykins are not considered “independent.”

Our board of directors held six regular meetings, one joint meeting with the board of directors of Busey Bank, four executive sessions, one board strategic session and four study sessions during 2022. All incumbent directors attended at least 75% of the board meetings and meetings of committees of which they were members. We require all our directors to attend the annual meeting of our stockholders. Last year all of our nominated directors attended the annual meeting, and we expect all of our directors will attend the 2023 Annual Meeting.

The board of directors has established the Compensation Committee, the Audit Committee, the Nominating Committee, and the Enterprise Risk Committee, each of which is made up solely of independent directors.

Any stockholder who wishes to contact the full board may do so: (a) in writing, in care of First Busey Corporation, 100 W. University Avenue, Champaign, Illinois 61820; or (b) electronically, through the hyperlink available at our website at busey.com/informationrequest. Communications to the full board should be directed to Mary E. Lakey, Corporate Secretary, who will forward all appropriate comments and communications to the board, while communications to the independent directors should be directed to Mr. Bradshaw.

Executive Management Compensation and Succession Committee

The Compensation Committee met eight times in 2022. In 2022, the Compensation Committee was comprised of Stephen V. King (Chair), Stanley J. Bradshaw, Karen M. Jensen

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and Cassandra R. Sanford (as of July 27, 2022). Each member is an “independent” director as defined by Nasdaq listing requirements and Rule 10C-1 under the Exchange Act and a “non-employee” director under Section 16 of the Exchange Act. The composition of the Compensation Committee through the end of 2023 may be adjusted following the election of the board of directors at the 2023 Annual Meeting. The Compensation Committee charter is available at our website at busey.com/governance.

Responsibilities of the Compensation Committee include the approval, and recommendation to the full board in certain circumstances, of the compensation of our Chief Executive Officer and each executive officer that reports to our Chief Executive Officer. The Compensation Committee also reviews and analyzes existing and potential management succession issues.

Audit Committee

The Audit Committee provided updates to the board of directors at each of the board’s six regular meetings during 2022. The Audit Committee met separately from the full board six times in 2022. In 2022, the Audit Committee was comprised of Frederic L. Kenney (Chair), Samuel P. Banks, George Barr, Michael D. Cassens and Cassandra R. Sanford (as of July 27, 2022). Each of these committee members is considered “independent” according to Nasdaq listing requirements and Rule 10A-3 under the Exchange Act, as required for audit committee membership. The board of directors has determined that Mr. Kenney qualifies as an “audit committee financial expert” under the regulations of the Securities and Exchange Commission based on his level of education and experience, as described previously in this proxy statement. The composition of the Audit Committee, including the designation of one of its members as an “audit committee financial expert,” may be adjusted through the end of 2023 following the election of the board of directors at the 2023 Annual Meeting.

The responsibilities and functions of the Audit Committee and its activities during 2022 are described in more detail under the heading “Report of the Audit Committee” in this proxy statement. The Audit Committee charter is available at our website at busey.com/governance.

The Audit Committee has adopted procedures for the treatment of complaints or concerns regarding accounting, internal accounting controls or auditing matters. In addition, the Audit Committee reviews and approves all related-party transactions, except for those lending relationships and transactions that are approved under the Bank’s policies. The Audit Committee has also implemented pre-approval policies and procedures for all audit and non-audit services. Generally, the Audit Committee requires pre-approval of any services to be provided by our independent public accounting firm, RSM US LLP, to First Busey or any of our affiliates. Additionally, the Audit Committee also pre-approves other services provided by third parties related to compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and tax and accounting matters. The pre-approval procedures also allow Mr. Kenney, the Audit Committee’s Chair, to individually pre-approve services in the event that a meeting cannot be held prior to the necessary action.

Nominating and Corporate Governance Committee

The Nominating Committee met five times in 2022. In 2022, the Nominating Committee was comprised of Stanley J. Bradshaw (Chair), George Barr and Stephen V. King. Each member is considered “independent” according to Nasdaq listing requirements. The composition of the Nominating Committee through the end of 2023 may be adjusted following the election of the board of directors at the 2023 Annual Meeting.

Responsibilities of the Nominating Committee include the nomination of individuals as members of the board, the review of qualifications of directors to stand for re-election, the implementation and maintenance of our corporate governance procedures and

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responsibility for environmental, social and governance matters. The Nominating Committee charter is available at our website at busey.com/governance.

The Nominating Committee reviews qualified candidates for directors and focuses on those who present varied, complementary backgrounds that emphasize both business experience and community standing. The committee considers the diversity of our directors and nominees in terms of knowledge, experience, skills, expertise, gender, race, ethnicity and other demographics that may contribute to the board. The First Busey board of director nominees include two female nominees and two directors who identify as diverse with respect to their race or ethnicity. The Nominating Committee also believes that directors should possess the highest personal and professional ethics.

First Busey’s Corporate Governance Guidelines have established the following minimum criteria, which it considers necessary for service on the board:

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possession of the highest personal and professional ethics, integrity and values;

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effective leadership and sound judgment in the nominee’s professional life;

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exemplary management and communication skills;

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active leadership in the nominee’s profession, business or organization;

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knowledge of business, economic and community issues;

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a lack of conflicts of interest that would prevent the nominee from serving on the board; and

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for non-employee nominees, independence from management to the extent required in order for a majority of the board to be made up of directors who meet the definition of an “independent director” as set forth by Nasdaq.

The Nominating Committee reviews the qualifications of each potential candidate for director and identifies nominees by consensus.

The Nominating Committee evaluates all candidates in the same way, reviewing the aforementioned factors, among others, regardless of the source of such candidate, including any stockholder recommendations. Because of this, there is no separate policy with regard to consideration of candidates recommended by stockholders. No third party was retained, in any capacity, to provide assistance in either identifying or evaluating potential director nominees for the 2023 Annual Meeting.

Enterprise Risk Committee

The Enterprise Risk Committee met five times in 2022. In 2022, the Enterprise Risk Committee was comprised of Michael D. Cassens (Chair), Samuel P. Banks, Karen M. Jensen and Frederic L. Kenney, each of whom is an “independent” director as defined by Nasdaq listing requirements and Rule 10C-1 under the Exchange Act and a “non-employee” director under Section 16 of the Exchange Act. The composition of the Enterprise Risk Committee through the end of 2023 may be adjusted following the election of the board of directors at the 2023 Annual Meeting. The Enterprise Risk Committee charter is available at our website at busey.com/governance.

The responsibilities of the Enterprise Risk Committee include oversight of the Company’s risk management strategies, policies, and practices related to the identification, assessment, monitoring and management of the Company’s risks.

Director Nominations and Qualifications

In accordance with our bylaws, a stockholder may nominate a director for election at the 2024 Annual Meeting by filing a written notice of the proposed director nomination with our Corporate Secretary, at 100 W. University Avenue, Champaign, Illinois 61820, no

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earlier than the close of business on February 24, 2024 and no later than the close of business on March 25, 2024. The stockholder’s notice of intention to nominate a director must include: (a) for each person to be nominated: (i) the name, age and business and residence address of each nominee; (ii) the principal occupation or employment of each nominee; (iii) the class and number of shares of stock owned by the nominee on the date of the notice; and (iv) any information that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D under the Exchange Act, in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors, regardless of whether the person is subject to the provisions of such regulations; and (b) as to the stockholder giving notice: (i) the name and address of record of the nominating stockholder and the names and addresses of any other stockholders supporting each respective nominee; and (ii) the class and number of shares of stock owned by the nominating stockholder and any other stockholders supporting the nominees on the date of the notice. All submissions must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. The Nominating Committee may request additional information in order to make a determination as to whether to nominate the person for director.

The Nominating Committee identifies nominees by first evaluating the current members of the board who are willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the committee or the board decides not to re-nominate a member for re-election, the committee would identify the desired skills and experience of a new nominee in light of the criteria above. Once elected, each director is subject to First Busey’s director stock ownership policy, which requires each director to own stock in First Busey in an amount equal to five times his or her annual cash retainer, which is currently $42,000.

For the 2023 Annual Meeting, upon the recommendation of the Nominating Committee, the board of directors nominated for election to the board 10 incumbent directors. First Busey did not receive any stockholder nominations pursuant to the Company’s bylaws for directorships for the 2023 Annual Meeting.

Other Stockholder Proposals

To be considered for inclusion in our proxy statement and form of proxy for our 2024 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December 15, 2023, and must otherwise comply with the notice and other provisions of our bylaws, as well as the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 adopted under the Exchange Act. Submission of a proposal does not guarantee inclusion within our proxy statement.

If a stockholder intends to present a proposal at First Busey’s 2024 Annual Meeting (and not for inclusion in First Busey’s proxy statement), our Corporate Secretary must receive notice of such matter no earlier than the close of business on February 24, 2024 and no later than the close of business on March 25, 2024 to be considered timely. The notice must otherwise comply with our bylaws.

Board Leadership Structure

Our board does not have a formal policy requiring the separation of the roles of Chairman of the board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the board, with the advice and assistance of the Nominating Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate.

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The positions of Chairman of the board and Chief Executive Officer are currently held by Mr. Dukeman. We believe this board leadership structure is the most appropriate at this time because of the efficiencies achieved in having the role of Chairman and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the board as a whole. Over his 36-year career at First Busey and Main Street Trust, Inc. prior to its merger with First Busey, Mr. Dukeman has developed extensive knowledge of, and deep experience in, First Busey and the banking industry more broadly. Moreover, the board believes that having Mr. Dukeman serve in both capacities is in the best interests of the Company and its stockholders because it enhances communication between the board and management and allows Mr. Dukeman to more effectively execute the Company’s strategic initiatives and business plans and to confront its challenges.

Because the Chairman of the board is not an independent director, our board of directors has a separate lead independent director. The position of lead independent director is currently filled by Mr. Bradshaw. The Nominating Committee reviews this appointment annually with the full board ratifying the committee’s selection. The lead independent director assists the board in assuring effective corporate governance. The duties and responsibilities of the lead independent director are as follows:

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act as a liaison on behalf of the independent directors with the Chairman of the board;

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preside at all meetings of the independent directors;

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consult with the Chairman of the board on the agendas and the schedules for meetings of the board;

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determine, in conjunction with the board, the need for, and have the ability to call and preside at, meetings of the independent directors; and

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perform such other duties and responsibilities as may be assigned to the lead independent director by the board.

Board’s Role in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, credit risks, regulatory risks, audit risks, reputational risks and others, such as the impact of competition or risk-related behavior that may be affected by our compensation plans. Management is responsible for the day-to-day management of the risks First Busey faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. We also have a Chief Risk Officer, who is responsible for the coordination and oversight of the organization’s risk management processes. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full board of directors is charged with ultimate oversight responsibility for risk management, various committees of the board and members of management also have responsibilities with respect to our risk oversight. In particular, the Enterprise Risk Committee oversees the Company’s risk management strategies, policies, and practices related to the identification, assessment, monitoring and management of the Company’s risks. Further, the Audit Committee plays a large role in monitoring and assessing our financial, legal and organizational risks and receives regular reports from the management team’s senior risk officers regarding comprehensive organizational risk as well as particular areas of concern. The board’s Compensation Committee monitors and assesses the various risks associated with compensation policies and oversees incentive plans to

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ensure a reasonable and manageable level of risk-taking consistent with our overall strategy. Additionally, the Chair of the Credit Committees of Busey Bank, the President of Credit and Bank Administration and loan review staff are separately responsible for overseeing our credit risk.

We believe that establishing the right “tone at the top” and providing for full and open communication between management and our board of directors are essential for effective risk management and oversight. Our executive management meets regularly with our other senior officers to discuss strategy and risks facing First Busey. Senior officers attend many of the board meetings or, if not in attendance, are available to address any questions or concerns raised by the board on risk management-related matters and any other matters.

Additionally, each of our board-level committees provides regular reports to the full board and apprises the board of our comprehensive risk profile and any areas of concern.

Code of Ethics

We have a code of ethics in place that applies to all of our directors, officers and employees. The code sets forth the standard of ethics that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer and Chief Financial Officer. The text of this code of ethics may be found on our website at busey.com/governance. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the code with respect to our Chief Executive Officer and Chief Financial Officer, and persons performing similar functions, by posting such information on our website.

First Busey’s Commitment to Corporate Responsibility and Impact

With a strong and unwavering commitment to our Pillars — associates, customers, shareholders and communities, First Busey has continued to prioritize putting our values into action, featuring enterprise-wide efforts in our 2022 Busey Impact Report — set to be published later in 2023 (the “Impact Report”). This publication will address such topics as ethics and governance, diversity and inclusion, social responsibility and environmental sustainability, focusing on First Busey’s dedication to associates, customers and the vibrant communities we serve.

First Busey’s corporate responsibility and impact work builds on a legacy of purposeful action, civic responsibility and positive impacts.

As First Busey continues to prioritize efforts across the organization, highlights of our work-to-date include:

Environmental Commitment | To our Planet

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Providing board-level oversight of environmental, social and governance matters through the Nominating Committee, First Busey utilizes a common-sense and triple bottom line approach to environmental sustainability and stewardship — the convergence of economic, social and environmental factors.

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Utilizing sustainable practices reduces the operating costs for First Busey, improving profitability and allowing for investment in more ecological practices, while providing a better environment for associates and leading to cleaner air, cleaner water and reduced energy usage in our communities.

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Through its robust Corporate Sustainability Program, between 2021 and 2022 First Busey recycled over 16,000 pounds of waste and conserved over 60,000 gallons of water.

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Since our certification as an Illinois Green Business in 2012, First Busey has partnered with the Illinois Green Business Association on events related to sustainability

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where we have presented on the practices First Busey has put into place, such as retrofit financing, renewable energy, smart grid technology and alternative energy.

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Although financial services are by nature a low carbon-intensive industry, First Busey participated in several climate change initiatives including:

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An energy efficiency program that saved over 1 million kilowatt-hours since 2020, avoiding over 700 tons of carbon emissions since 2019.

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Installing solar panel systems at 11 First Busey facilities, avoiding over 800 tons of carbon emissions over the past decade.

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Providing over $25 million in green financing since 2021, including energy efficiency improvements, historic preservation, solar development on commercial buildings, and other green construction projects.

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Investments in 2021 and 2022 included financing for (a) one of the few high-volume, cage-free chicken egg producing facilities, (b) energy conservation improvements in the Hazelwood School District, a majority-minority community, and (c) the IndyGo Purple Line to enhance public transportation.

Social Commitment | To our Associates, Customers, and Communities

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First Busey associates have given their time and resources to hundreds of community organizations — supporting the critical needs of each community through scholarships, youth programs, court advocacy, food security, shelter initiatives and more. In 2021 and 2022, First Busey associates generously gave over 25,000 hours of their time to hundreds of community organizations.

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Through a variety of philanthropic efforts, including many associate-driven initiatives, First Busey’s annual charitable donations total over $1.6 million.

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First Busey is committed to attracting and retaining talent across a variety of backgrounds and experiences, engaging in robust diverse recruitment efforts, diversity, inclusion and belonging training, engagement programs for associates and leadership programs with ongoing training to support these values and initiatives.

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First Busey boasts a high level of associate engagement, scoring a 4.28 (out of 5) in 2022 based on 12 critical measures of engagement. This is a .05 increase from 2021’s score of 4.23. First Busey has nearly 1,500 associates with an average tenure of over 7 years and over 350 internal promotions since 2020 alone.

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In response to the 2022 natural disaster of Hurricane Ian, First Busey quickly deployed several customer, associate and community support efforts, waiving many banking and loan fees in the Florida market, providing associates direct relief through the Associate Assistance Fund and offering all area associates an additional 16 hours of paid time off to use at their discretion.

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First Busey serves over 240,000 households as One Busey, operating multiple business lines to bring a suite of impact opportunities to each customer. With nearly 60 banking centers, nationwide ATM coverage and a suite of digital banking capabilities, Busey Bank received a 2022 Customer Satisfaction Score of 9.3 out of 10.

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For 155 years, First Busey has helped identify and bridge the needs of neighbors, working together in the communities we serve to revitalize low- and moderate-income (LMI) neighborhoods. Through our team of ten Community Banking Officers — four of whom are bilingual — First Busey is committed to the fair treatment of all our customers and maintains high standards of corporate responsibility by providing consistent, objective and unbiased treatment to all.

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First Busey launched the Busey Bank Bridge in 2022 (busey.com/busey-bank-bridge), a community collective in Peoria, IL, offering fundamental access to

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economic opportunity by connecting with the community through outreach and by offering tools and resources that provide comprehensive financial education to individuals, families and business owners.

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In 2021 and 2022, First Busey invested $125 million in Community Reinvestment Act qualified commitments, including low-income and affordable housing, a Minority Business Enterprise Fund, community rehabilitation and historic projects, and public-school investments.

Governance Commitment | To Strong and Effective Oversight

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First Busey’s leadership, including the board of directors and the executive team, is comprised of leaders with diverse backgrounds and expertise.

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First Busey adheres to a stringent code of ethics and sets forth standards that all executives, directors and officers are expected to follow.

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Strong corporate governance is a top priority, supported in part by the following features:

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The vast majority of directors are independent, with varying experiences and backgrounds.

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Robust internal audit procedures, reporting directly to the Chief Executive Officer and board of directors.

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Annual organizational business continuity and cybersecurity planning.

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Enterprise risk metrics connected with conservative business strategy and risk profile.

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Strong data privacy and information security policies, including data security oversight, associate training, and proactive privacy and security efforts.

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Confidential and independent whistleblower hotline.

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Commitment to diversity, with women comprising one-third of the executive team.

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Strong inside ownership with over 7% of First Busey common stock beneficially owned by directors and insiders.

First Busey is grateful to serve the unique and diverse financial needs of our communities and is committed to purposeful, sustained economic, social and environmental practices today, and into the future.

To view the full Busey Impact Report once it has been published, visit busey.com/impact.

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DIRECTOR COMPENSATION

In general, director compensation for non-employee directors who served on the board during 2022 included a cash retainer and share-based compensation in the form of deferred stock units (“DSUs”). DSUs are subject to the same terms as restricted stock units (“RSUs”), except that, following vesting, settlement is deferred and occurs within 30 days following the earlier of separation from the board or a change in control of First Busey.

Based on the Compensation Committee’s review of director compensation in 2022, effective March 2022, the annual cash retainer for non-employee directors was increased from $40,000 to $42,000, the dollar value of the annual DSU grant for non-employee directors was increased from $60,000 to $63,000, and an annual cash retainer for the Vice Chairman of the board of $12,500 was instituted. Any director serving on the Director’s Loan Committee also receives $7,500 annually. In addition, non-chair directors each receive an annual cash retainer of $6,000 for each committee served on, while Committee chairs receive an annual cash retainer of $15,000 (in the case of the Audit Committee) and $12,500 (in the case of the Compensation Committee, the Nominating Committee and the Enterprise Risk Committee).

Total fees for service on the board and board committees are reflected in the table below, including fees for service on the Busey Bank board in the case of Mrs. Sanford. Each of the non-employee directors also received 2,443 DSUs, except that Mrs. Sanford received 775 DSUs for service on the Busey Bank board. All of such DSUs vest on the first anniversary of the grant date.

Mr. Lykins, who is Vice Chairman of the board, entered into a letter of understanding with First Busey effective July 1, 2020, that until June 30, 2022, treated him as a non-officer, at-will employee of First Busey such that he did not receive director fees. Under this letter, Mr. Lykins was entitled to an annual salary and participation in First Busey’s general benefits programs until June 30, 2022. The Compensation Committee recognizes that the services Mr. Lykins performed on behalf of First Busey and its subsidiaries were much broader than the typical responsibilities of a Vice Chairman of the board. After June 30, 2022, Mr. Lykins began to receive fees for his service on the board and for his role as Vice Chairman of the board.

Name(1)	Fees Earned and Paid in Cash ($)(2)			Stock Awards ($)(3)(4)			All Other Compensation ($)			Total ($)
Samuel P. Banks		$	66,500		$	63,000			—		$	129,500
George Barr		$	66,500		$	63,000			—		$	129,500
Stanley J. Bradshaw		$	90,250		$	63,000			—		$	153,250
Michael D. Cassens		$	76,125		$	63,000			—		$	139,125
Karen M. Jensen		$	66,500		$	63,000			—		$	129,500
Frederic L. Kenney		$	87,125		$	63,000			—		$	150,125
Stephen V. King		$	74,625		$	63,000			—		$	137,625
Gregory B. Lykins		$	32,150		$	63,000		$	50,643(5)		$	145,793
Cassandra R. Sanford		$	38,700

SEC Form DEF 14A filed by First Busey Corporation