XML 27 R17.htm IDEA: XBRL DOCUMENT
v3.23.3

Stock-Based Compensation | 9 Months Ended
--- | ---
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Stock Options Busey has outstanding stock options assumed from acquisitions. A summary of the status of, and changes in, the Company's stock option awards for the nine months ended September 30, 2023, follows:
| Shares |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Life
Options outstanding at December 31, 2022 | 26,106 |  | $ | 23.53 |  |  | 3.88
Forfeited | (4,180) |  | 23.53 |  |  |
Options outstanding at September 30, 2023 | 21,926 |  | 23.53 |  |  | 3.13
Options exercisable at September 30, 2023 | 21,926 |  | 23.53 |  |  | 3.13
Amended 2020 Equity Plan The 2020 Equity Plan was approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020. The Amended 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. The terms of the Amended 2020 Equity Plan are substantially identical to those of the stockholder approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023. Under the terms of the 2020 Equity Plan, Busey has granted RSU, PSU, and DSU awards. Upon vesting and delivery, shares are expected, though not required, to be issued from treasury. There were 1,525,987 shares available for issuance under the Amended 2020 Equity Plan as of September 30, 2023. RSU Awards Busey grants RSUs to members of management periodically throughout the year. Each RSU is equivalent to one share of Busey’s common stock. These units have requisite service periods ranging from one year to five years, subject to accelerated vesting upon eligible retirement from the Company. Recipients earn quarterly dividend equivalents on their respective units which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances. On March 22, 2023, under the terms of the 2020 Equity Plan, Busey granted 224,316 RSUs to members of management. The grant date fair value of the award totaled $4.6 million and will be recognized as compensation expense over the requisite service period ranging from one year to five years. The terms of these awards included an accelerated vesting provision upon eligible retirement from the Company, after a one-year minimum requisite service period. Subsequent to the requisite service period, the awards will become 100% vested. A summary of changes in Busey’s RSU awards for the nine months ended September 30, 2023, is as follows:
| RSU Awards
| Shares |  | Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2022 | 1,096,931 |  | $ | 23.61 |
Granted | 224,316 |  | 20.44 |
Dividend equivalents earned | 43,841 |  | 20.53 |
Vested | (150,806) |  | 29.91 |
Forfeited | (14,145) |  | 22.00 |
Nonvested at September 30, 2023 | 1,200,137 |  | 22.13 |
PSU Awards Busey grants PSUs, which are restricted stock units that are subject to certain performance criteria, to members of management periodically throughout the year. Each PSU is equivalent to one share of Busey’s common stock. The number of units that ultimately vest will be determined based on the achievement of the market or other performance goals, subject to accelerated service-based vesting conditions upon eligible retirement from the Company. On March 22, 2023, under the terms of the 2020 Equity Plan, Busey granted a target of 104,643 PSUs with a maximum award of 167,429 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a market-based total stockholder return performance goal. The grant date fair value of the award was $2.0 million and will be recognized in compensation expense over the performance period ending December 31, 2025. On March 22, 2023, under the terms of the 2020 Equity Plan, Busey granted a target of 104,643 PSUs with a maximum award of 167,429 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining an adjusted return on average tangible common equity performance goal. The grant date fair value of the award was $2.1 million and will be recognized in compensation expense over the performance period ending December 31, 2025. The actual amount of compensation expense recognized may vary, subject to achievement of the performance goal. On March 22, 2023, under the terms of the 2020 Equity Plan, Busey granted a target of 15,045 PSUs with a maximum award of 30,090 units. The actual number of units issued at the vesting date could range from 0% to 200% of the initial grant, depending on attaining a performance goal based upon the compounded annual revenue growth rate of the FirsTech operating segment. The grant date fair value of the award was $0.3 million and will be recognized in compensation expense over the performance period ending December 31, 2025, subject to achievement of the performance goal. A summary of changes in Busey’s PSU awards for the nine months ended September 30, 2023, is as follows:
| PSU Awards
| Shares 1 |  | Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2022 | 285,351 |  |  | $ | 25.40 |
Granted | 224,331 |  |  | 20.04 |
Dividend equivalents earned | 92 |  |  | 22.85 |
Vested | (13,155) |  |  | 25.50 |
Forfeited | (40,159) |  |  | 24.98 |
Nonvested at September 30, 2023 | 456,460 |  |  | 22.80 |
Vested and outstanding at September 30, 2023² | 13,063 |  |  | 25.52 |
___________________________________________ 1.Shares for PSU awards represent target shares at the grant date. 2.Reported at target, as performance determination and settlement activity will take place in the fourth quarter of 2023. DSU Awards Busey grants DSUs, which are restricted stock units with a deferred settlement date, to its directors and advisory directors. Each DSU is equivalent to one share of Busey’s common stock. DSUs vest over a one-year period following the grant date. Under both the 2020 Equity Plan and the Amended 2020 Equity Plan, DSUs are generally are subject to the same terms as RSUs, except that following vesting of DSUs, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, these units will continue to earn dividend equivalents. On March 22, 2023, under the terms of the 2020 Equity Plan, Busey granted 41,548 DSUs to directors and advisory directors. The grant date fair value of the award totaled $0.8 million and will be recognized as compensation expense over the requisite service period of one year. Subsequent to the requisite service period, the awards will become 100% vested. A summary of changes in Busey’s DSU awards for the nine months ended September 30, 2023, is as follows:
| DSU Awards
| Shares |  | Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2022 | 31,085 |  |  | $ | 25.75 |
Granted | 41,548 |  |  | 20.44 |
Dividend equivalents earned | 6,010 |  |  | 20.48 |
Vested | (36,078) |  |  | 25.04 |
Forfeited | (73) |  |  | 20.44 |
Nonvested at September 30, 2023 | 42,492 |  |  | 20.42 |
Vested and outstanding at September 30, 2023 | 142,347 |  |  | 23.58 |
2021 Employee Stock Purchase Plan The First Busey Corporation 2021 ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders and details can be found in Appendix A within First Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021. The purpose of the 2021 ESPP is to provide a means through which our employees may acquire a proprietary interest in the Company by purchasing shares of our common stock at a 15% discount through voluntary payroll deductions, to assist us in retaining the services of our employees and securing and retaining the services of new employees, and to provide incentives for our employees to exert maximum efforts toward our success. The 2021 ESPP initially reserved for issuance and purchase an aggregate of 600,000 shares of Busey’s common stock. The first offering under the 2021 ESPP began on July 1, 2021. There were 460,340 shares available for issuance under the 2021 ESPP as of September 30, 2023. Stock-based Compensation Expense Busey did not record any stock option compensation expense for the three or nine months ended September 30, 2023, or 2022. As of September 30, 2023, the Company did not have any unrecognized stock option compensation expense. Busey recognized compensation expense related to nonvested RSU, PSU, and DSU awards, as well as the 2021 ESPP, as summarized in the table below (dollars in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Stock-based compensation expense |  |  |  |  |  |  |
RSU awards | $ | 1,177 |  |  | $ | 1,072 |  |  | $ | 3,428 |  |  | $ | 3,521 |
PSU awards 1 | 1,180 |  |  | 1,172 |  |  | 2,724 |  |  | 2,342 |
DSU awards | 213 |  |  | 196 |  |  | 620 |  |  | 679 |
2021 ESPP | 33 |  |  | 36 |  |  | 156 |  |  | 179 |
Total stock-based compensation expense | $ | 2,603 |  |  | $ | 2,476 |  |  | $ | 6,928 |  |  | $ | 6,721 |
___________________________________________ 1.Expense for PSU awards with a market-based total stockholder return performance goal represents amounts based on target shares at the grant date. Expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at the grant date, adjusted for performance expectations as of the date indicated. Unamortized compensation expense related to nonvested RSU, PSU, and DSU awards is summarized in the table below (dollars in thousands):
| As of
| September 30, 2023 |  | December 31, 2022
Unamortized stock-based compensation |  |  |
RSU awards | $ | 9,437 |  |  | $ | 8,570 |
PSU awards 1 | 5,942 |  |  | 4,279 |
DSU awards | 403 |  |  | 175 |
Total unamortized stock-based compensation | $ | 15,782 |  |  | $ | 13,024 |
Weighted average period over which expense is to be recognized | 2.5 years |  | 2.5 years
___________________________________________ 1.Unamortized expense for PSU awards with a market-based total stockholder return performance goal represents amounts based on target shares at grant date. Unamortized expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration