DEF 14A of Bok Financial Corp, Mar 21, 2024

DEF 14A of Bok Financial Corp

Filed Mar 21, 2024 · FY20230000875357-24-000013

Open on EDGAR

  1. PROPOSAL ONE - ELECTION OF DIRECTORS

    PROPOSAL ONE - ELECTION OF DIRECTORS

  2. PROPOSAL ONE - ELECTION OF DIRECTORS

    | ✓ | The Board of Directors recommends that you vote FOR the 17 nominees. |

  3. Information about Nominees

    Information about Nominees Certain information concerning the nominees to the Board of Directors of the Company is set forth below based on information supplied by the nominees. All information is as of March 4, 2024. All references in this Proxy Statement to “BOKF” shall mean BOKF, National Association, the banking subsidiary of BOK Financial Corporation, which operates banking divisions across eight states: Bank of Albuquerque, Bank of Oklahoma, Bank of Texas ("BOT") and BOK Financial in Arizona, Arkansas, Colorado, Kansas and Missouri. BOK Financial Securities, Inc., a registered broker/dealer and registered investment adviser, is a wholly-owned subsidiary of BOK Financial Corporation. No other corporation or organization listed below is a parent, subsidiary, or other affiliate of BOK Financial Corporation unless otherwise indicated.

  4. Director Compensation

    Director Compensation All non-officer directors of BOK Financial and BOKF receive a retainer of 75 shares per quarter, in accordance with the BOK Financial Directors' Stock Compensation Plan, whether serving on one or both of the Boards of Directors. Director compensation shares are issued to each eligible director on or before the 15th day following the end of each calendar quarter during which such director served as a member of the Board of Directors of BOK Financial or BOKF. All non-officer directors are also paid $1,250 in cash for each Board of Directors meeting attended, $750 in cash for each committee meeting attended (provided only one fee is paid when two or more committees meet contemporaneously), and $2,750 in cash for each committee meeting chaired. Committee members may also receive $500 for each quarterly earnings release meeting or other meetings to assist management. Non-Oklahoma resident directors receive an additional $500 for attendance in person per meeting day. Non-officer Company directors were paid the following in 2023:

  5. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Alan S. Armstrong | 7,500 | 26,206 | 33,706 | | C. Fred Ball, Jr. (3) | 2,000 | 14,114 | 16,114 | | Steven Bangert | 12,500 | 26,206 | 38,706 | | Steven G. Bradshaw (4) | — | 7,711 | 7,711 | | Chester Cadieux, III | 10,250 | 26,206 | 36,456 | | John W. Coffey | 18,250 | 26,206 | 44,456 | | Joseph W. Craft, III | 11,000 | 26,206 | 37,206 | | David F. Griffin | 28,500 | 26,206 | 54,706 | | V. Burns Hargis | 10,250 | 26,206 | 36,456 | | Douglas D. Hawthorne | 12,500 | 26,206 | 38,706 | | Kimberley D. Henry | 8,000 | 26,206 | 34,206 | | E. Carey Joullian, IV | 32,500 | 26,206 | 58,706 | | Stanley A. Lybarger | 25,000 | 26,206 | 51,206 | | Steven J. Malcolm | 10,250 | 26,206 | 36,456 | | Emmet C. Richards | 12,500 | 26,206 | 38,706 | | Claudia S. San Pedro | 8,000 | 26,206 | 34,206 | | Kayse M. Shrum (5) | 2,000 | — | 2,000 | | Peggy I. Simmons | 11,500 | 26,206 | 37,706 | | Michael C. Turpen | 11,000 | 26,206 | 37,206 | | Rose M. Washington-Jones | 14,000 | 26,206 | 40,206 |

  6. Director Compensation

    (1) George B. Kaiser, a non-officer director, is not listed as he does not receive payment for serving as a director. (2) The BOK Financial Directors Stock Compensation Plan provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter. Director shares were granted in 2023 at the following prices: first quarter, $102.82; second quarter, $85.37; third quarter, $82.05; and fourth quarter, $79.18. The Stock Awards column reflects actual issuances made to the directors in 2023 for service in the fourth quarter of 2022 and the first three quarters of 2023. The total BOK Financial common stock owned by each director and nominee as of March 4, 2024 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 8. (3) Mr. Ball retired as a director after first quarter 2023. Mr. Ball's compensation reflects fees earned or paid in cash during the first quarter of 2023, as well as stock awards received for service during the fourth quarter of 2022 and the first quarter of 2023. (4) Mr. Bradshaw resigned as a director of the Company effective as of December 31, 2022. Mr. Bradshaw's compensation reflects stock awards received for service during the fourth quarter of 2022. (5) Ms. Shrum is a director nominee. Ms. Shrum's compensation reflects fees earned or paid in cash for attending the 2022 fourth quarter Board of Directors meeting and one committee meeting.

  7. Director Compensation

    Director Compensation All non-officer directors of BOK Financial and BOKF receive a retainer of 75 shares per quarter, in accordance with the BOK Financial Directors' Stock Compensation Plan, whether serving on one or both of the Boards of Directors. Director compensation shares are issued to each eligible director on or before the 15th day following the end of each calendar quarter during which such director served as a member of the Board of Directors of BOK Financial or BOKF. All non-officer directors are also paid $1,250 in cash for each Board of Directors meeting attended, $750 in cash for each committee meeting attended (provided only one fee is paid when two or more committees meet contemporaneously), and $2,750 in cash for each committee meeting chaired. Committee members may also receive $500 for each quarterly earnings release meeting or other meetings to assist management. Non-Oklahoma resident directors receive an additional $500 for attendance in person per meeting day. Non-officer Company directors were paid the following in 2023:

  8. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Alan S. Armstrong | 7,500 | 26,206 | 33,706 | | C. Fred Ball, Jr. (3) | 2,000 | 14,114 | 16,114 | | Steven Bangert | 12,500 | 26,206 | 38,706 | | Steven G. Bradshaw (4) | — | 7,711 | 7,711 | | Chester Cadieux, III | 10,250 | 26,206 | 36,456 | | John W. Coffey | 18,250 | 26,206 | 44,456 | | Joseph W. Craft, III | 11,000 | 26,206 | 37,206 | | David F. Griffin | 28,500 | 26,206 | 54,706 | | V. Burns Hargis | 10,250 | 26,206 | 36,456 | | Douglas D. Hawthorne | 12,500 | 26,206 | 38,706 | | Kimberley D. Henry | 8,000 | 26,206 | 34,206 | | E. Carey Joullian, IV | 32,500 | 26,206 | 58,706 | | Stanley A. Lybarger | 25,000 | 26,206 | 51,206 | | Steven J. Malcolm | 10,250 | 26,206 | 36,456 | | Emmet C. Richards | 12,500 | 26,206 | 38,706 | | Claudia S. San Pedro | 8,000 | 26,206 | 34,206 | | Kayse M. Shrum (5) | 2,000 | — | 2,000 | | Peggy I. Simmons | 11,500 | 26,206 | 37,706 | | Michael C. Turpen | 11,000 | 26,206 | 37,206 | | Rose M. Washington-Jones | 14,000 | 26,206 | 40,206 |

  9. Director Compensation

    (1) George B. Kaiser, a non-officer director, is not listed as he does not receive payment for serving as a director. (2) The BOK Financial Directors Stock Compensation Plan provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter. Director shares were granted in 2023 at the following prices: first quarter, $102.82; second quarter, $85.37; third quarter, $82.05; and fourth quarter, $79.18. The Stock Awards column reflects actual issuances made to the directors in 2023 for service in the fourth quarter of 2022 and the first three quarters of 2023. The total BOK Financial common stock owned by each director and nominee as of March 4, 2024 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 8. (3) Mr. Ball retired as a director after first quarter 2023. Mr. Ball's compensation reflects fees earned or paid in cash during the first quarter of 2023, as well as stock awards received for service during the fourth quarter of 2022 and the first quarter of 2023. (4) Mr. Bradshaw resigned as a director of the Company effective as of December 31, 2022. Mr. Bradshaw's compensation reflects stock awards received for service during the fourth quarter of 2022. (5) Ms. Shrum is a director nominee. Ms. Shrum's compensation reflects fees earned or paid in cash for attending the 2022 fourth quarter Board of Directors meeting and one committee meeting.

  10. Promoting Long-Term Growth and Discouraging Excessive Risk Taking

    Promoting Long-Term Growth and Discouraging Excessive Risk Taking Review and Oversight of Risk In 2010, the Office of the Comptroller of the Currency, the Federal Reserve Board of Governors and other regulatory agencies issued Interagency Guidance on Sound Incentive Compensation Policies (the “Compensation Guidance”). In response, Company management formed a review committee consisting of senior and executive leaders from human resources, audit, risk management, accounting, finance, legal, compliance and the various business lines (the “Incentive Risk Review Committee”). The Incentive Risk Review Committee undertook review of all the compensation plans of the Company in accordance with the Compensation Guidance. The Compensation Guidance required the Company to assess the balance of risk and reward in all compensation plans, the effectiveness of controls and risk management and the effectiveness of corporate governance, including Board of Director oversight. The Incentive Risk Review Committee reported to the Committee that the Company plans had a satisfactory balance of risk and reward and that controls, risk management and corporate governance were adequate. The Incentive Risk Review Committee reviews all new plans and any material changes to existing plans in accordance with the Compensation Guidance to continually assess the balance of risk and reward in the Company’s compensation plans. The Incentive Risk Review Committee reports the results of this review to the Committee on an annual basis. Significant Equity Ownership The stock ownership guidelines for executive management utilize a multiple of base salary measurement. The purpose of the ownership guidelines is to encourage executive investment in the enterprise and to align the interest of executive management with those of long-term Company shareholders. Under the guidelines, each named executive is encouraged to retain ownership of shares equaling the following amount of the executive’s base salary:

  11. Promoting Long-Term Growth and Discouraging Excessive Risk Taking

    | Executive Name | Multiple of Base Salary | | Stacy C. Kymes | 6 X base salary | | Martin E. Grunst | 5 X base salary | | Scott B. Grauer | 4 X base salary | | Marc C. Maun | 4 X base salary | | Brad A. Vincent | 4 X base salary |

  12. Promoting Long-Term Growth and Discouraging Excessive Risk Taking

    Executives are encouraged to meet their ownership guidelines within five years of becoming an executive officer or assuming a new role with greater ownership guidelines. Stacy C. Kymes, our CEO as of January 1, 2022, is encouraged to retain ownership of Company shares equal to at least six times his base salary by January 1, 2027. Martin E. Grunst, as our new CFO as of March 1, 2023, is encouraged to retain ownership of Company shares equal to at least five times his base salary by March 1, 2028. Messrs. Grauer and Maun currently meet the annual guidelines for their positions. Mr. Vincent is encouraged to retain ownership of Company shares of at least four times his base salary by September 1, 2026. The Executive Stock Ownership Guidelines calculate stock ownership using a first quarter, 90-day average. The 90-day average per share price for the first quarter of 2023 was $97.97. The Committee reviews compliance with the Executive Stock Ownership Guidelines annually. Unvested service shares, performance shares, and stock options do not count towards ownership. For a further accounting of Company named executive equity ownership see the beneficial ownership table on page 8. Base salary may be found in the Summary Compensation Table on page 46. Shareholder and President and Chief Executive Officer Emphasis on Long-Term Success George B. Kaiser, the largest shareholder of the Company and Chairman of the Company's Board, and Stacy C. Kymes, our President and CEO, emphasize a long-term approach to management, reducing pressure on executives to realize short-term gains to the detriment of overall long-term success. Recoupment of Incentive Compensation Under the Plan, in the event incorrect financial information or results were used as a basis for calculation of incentive compensation under the Plan, our Board of Directors may direct remedial action including the forfeiture of unpaid incentive compensation and/or the restitution of paid incentive compensation. Our Board of Directors may require forfeiture or restitution from any executive who is accountable for the incorrect financial information or results, as well as any executive who erroneously benefits from the incorrect financial information or results. In addition to the consequences under the Plan for improper compensation due to incorrect financial information or results, the Company has a Clawback Policy to recover improperly paid incentive-based compensation based on incorrect financial information or results, including incorrect financial information or results in previous periods. The Company’s Clawback Policy is attached as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC.

  13. Factors Used for Establishing Executive Compensation

    Factors Used for Establishing Executive Compensation The following is an explanation of the primary data, metrics and criteria used by the Committee to determine compensation as more fully described in "Components of Compensation" below: Earnings Per Share Growth Compared to Peers •EPS Growth is a component of the annual and long term incentive under the Executive Incentive Plan. •The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the Company’s stock price and, thus, shareholder value. Business Performance •"Business Performance" is determined by comparing the two-year average actual financial contribution of a business unit of the Company to its planned performance. Business Performance targets are established using standard Company methodologies and approved annually by the Board of Directors. •Linking compensation to Business Performance motivates executives to achieve superior results in their particular business units, contributing to Company-wide profitability. Strategic Objectives •At the beginning of each year, Mr. Kymes meets with each of the named executives and other executives of the Company to establish individual strategic objectives ("Strategic Objectives"). •Strategic Objectives focus the executive team on expanding organizational capabilities, optimizing business models, and managing risk. •Progress is discussed with each named executive and the other executives periodically throughout the year. Peer Group Compensation Data •The Company’s internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements. •The Committee uses this information to assist in setting base salary and to establish annual and long-term compensation targets in accordance with the Plan. •The Company updated its peer group guidelines in 2022 to create two distinct peer groups: one for measuring Company performance and one for benchmarking executive compensation. The performance peer group is larger than the pay peer group as the Committee believes Company performance should be compared to a broad segment of market competitors, while compensation should be benchmarked against a narrower group of peers that operate in similar markets. •The Committee annually determines the two peer groups of banking institutions in accordance with the following guidelines that were updated in 2022: •The peer banks shall include only publicly traded, SEC registered, United States banking institutions as reported in the S&P Global Market Intelligence SNL Platform or financial market data. •The performance peer group shall include banking institutions which are up to two times in asset size larger than the Company and down to one-half in asset size smaller than the Company. •Asset size means total assets reported in a banking institution’s most recent Annual Report on Form 10-K filed with the SEC. •The pay peer group follows the same criteria laid out above, with an additional geographic filter based on the state in which each performance peer is headquartered. •The Committee uses the two peer bank groups for determining comparable executive compensation and relative EPS Growth. The Committee determined the "Performance Peers" for the period ending December 31, 2023 ("Pay Peers" denoted with an asterisk):

  14. Factors Used for Establishing Executive Compensation

    [1] Umpqua Holdings Corporation was part of the peer group when established, but its EPS performance will not be included in the calculation of BOKF's EPS performance verus peers due to its acquisition by Columbia Banking System in 2023. Peer groups used to establish trailing average earnings per share growth are found in our previous proxy statement filings.

  15. Components of Executive Compensation

    | Annual Incentive Bonus Factors | | | | | | | | | | | Executive Name | Target Award % of Base | BOKF EPS Growth(1) | | Business Performance(2) | | Strategic Objectives | | Final Payouts (4) | | | | | Weight | Payout (%) (1) | Weight | Payout (%) | Weight | Achieved (%)(3) | ($) | % of Base | | Stacy C. Kymes | 115% | 80% | 90% | —% | —% | 20% | 120% | $1,130,496 | 110% | | Martin E. Grunst | 80% | 60% | 90% | 20% | 109% | 20% | 120% | $419,017 | 80% | | Scott B. Grauer | 90% | 40% | 90% | 40% | 99% | 20% | 120% | $521,949 | 90% | | Marc C. Maun | 80% | 40% | 90% | 40% | 200% | 20% | 120% | $627,200 | 112% | | Brad A. Vincent | 75% | 40% | 90% | 40% | 170% | 20% | 110% | $486,173 | 94% | | Steven E. Nell(5) | -- | -- | -- | -- | -- | -- | -- | -- | -- |

  16. Components of Executive Compensation

    (1) For 2023, BOKF Earnings per Share performance percentile rank was 47% based on the 2022 Performance Peer group, resulting in a 90% payout. (2) Grunst's Business Performance is based on overall Company performance; Grauer's Business Performance is based on the Wealth Management business unit performance; Maun's Business Performance is based on the Regional Banking business unit performance; and Vincent's Business Performance is based on the Specialized Industries business unit performance. Targets are established annually by standard Company methodologies. (3) At the February 20, 2024 Compensation Committee meeting, Kymes, as current CEO, presented his detailed assessments of the executives' performance against the strategic objectives established by the Committee, and the Committee approved those achievement percentages. Kymes' achievement percentage was recommended by the Committee Chair and approved by the Committee on that date. (4) Final payouts were approved by the Committee on February 20, 2024. (5) Nell was not eligible for a 2023 annual incentive bonus under the terms of the Executive Incentive Plan based on his retirement date. Long Term Incentive Compensation “Long Term Incentive Compensation” is determined as follows: (i) The Long Term Incentive Compensation target is a percentage of each executive's base salary. It is calculated based on the Comparable Executive Position at each Pay Peer based upon such Pay Peer's latest proxy statements (the “Peer Long Term Incentive Compensation Amount”). (ii) The Long Term Incentive Compensation awarded to each named executive is based upon the median target of all the Pay Peer Long Term Incentive Compensation Amounts corresponding to such Plan participant’s Comparable Executive Position, adjusted by the Committee using such factors as years in the position, responsibilities, and performance. The amounts paid to the Executives as restricted stock awards or restricted stock units may be found in column (e) of the Summary Compensation Table on page 46. (iii) For 2023, the named executives were awarded the following percentage of Long Term Incentive Compensation:

  17. Components of Executive Compensation

    | Executive Name | 2023 LTI Target (as a % of base) | Performance-Based (as a % of target) | Service-Based (as a % of target) | | Stacy C. Kymes | 235% | 100% | - | | Martin E. Grunst | 110% | 70% | 30% | | Scott B. Grauer | 125% | 70% | 30% | | Marc C. Maun | 115% | 70% | 30% | | Brad A. Vincent | 100% | 70% | 30% | | Steven E. Nell | 115% | 70% | 30% |

  18. Components of Executive Compensation

    Long Term Incentive Compensation is paid through the award of service-based restricted stock, performance-based restricted stock, or a combination of service-based and performance-based restricted stock, as determined by the Committee annually prior to March 15 of the applicable year. Service-based and performance-based restricted stock and restricted stock units (hypothetical Company common stock units) are issued pursuant to, and subject to the additional terms of (including restrictions and forfeiture), the BOK Financial Corporation 2009 Omnibus Incentive Plan (the “Omnibus Plan”). Performance-based restricted stock and units vest once earned as described in paragraph (ii) below and generally may not be transferred by the named executive until two years after vesting. Service-based restricted stock and units vest once earned as described in paragraph (iv) below, and generally may not be transferred by the named executive until two years after vesting. (i)“Long Term Incentive EPS Performance” is the percentile ranking of the Company after (a) calculating the trailing three-year period earnings per share growth (determined as of the second anniversary of the end of the year in respect of which the performance-based restricted stocks were awarded) (the “Three Year EPS Average Growth”) for each Performance Peer and for the Company and (b) ranking the Company’s Three Year EPS Average Growth compared to the Performance Peers’ Three Year EPS Growth Average, starting with the highest Three Year EPS Average Growth and ending with the lowest Three Year EPS Average Growth. (ii)Each annual award of performance-based restricted stock or units are reviewed for performance as of the second year-end anniversary of the year in respect of which the performance-based restricted stock was awarded (the “Reviewed Restricted Stocks”). A named executive shall earn Reviewed Restricted Stock using a linear interpolation pursuant to which 0% of the Reviewed Restricted Stock shall be earned if the Long Term Incentive EPS Performance is below the 30th percentile, 33% of the Reviewed Restricted Stock shall be earned if the Long Term Incentive EPS Performance is at the 30th percentile, 100% of the Reviewed Restricted Stock shall be earned if the Long Term Incentive EPS Performance is at the 50th percentile, and 200% of the Reviewed Restricted Stock shall be earned if the Long Term Incentive EPS Performance is at the 80th percentile or above as illustrated in the following matrix: (iii)In the event that the Long Term Incentive EPS Performance is such that performance exceeds the target grant (e.g. 120% of target), the named executive receives an additional grant of performance-based restricted stock that equals the difference between the number of performance-based restricted stock that was granted at target and that which was earned pursuant to the immediately preceding paragraph (ii) (e.g. 20%) (the “Shares Exceeding Target”). The vesting and transfer restrictions on the Shares Exceeding Target shall be equal in duration to the Reviewed Restricted Stock. In the event that the Long Term Incentive EPS Performance is such that performance does not equal or exceed the target grant, the named executive shall forfeit the performance-based restricted stock received in accordance with the preceding paragraph (ii) but not earned by the named executive. (iv)To the extent the Company’s earnings per share for the year in which service-based restricted stock or units are granted (the “Service-Based Performance Year”) does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive shall forfeit all the service-based restricted stock granted to him or her in such Service-Based Performance Year on or before March 15 of the year following the Service-Based Performance Year. To the extent the Company’s earnings per share for the year following the grant of service-based restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive retains all the service-based restricted stock granted to him or her the previous year and such shares shall be earned and vest three years following the second Friday in January of the year in which such shares were granted. 401(k) Plan Executives may contribute to the BOKF 401(k) Plan (also referenced sometimes as the BOKF Thrift Plan). Employee contributions are matched by the Company up to 6% of base compensation based on years of service and subject to 401(k) Plan limits. Named executives may direct the investments of their accounts in a variety of options, including BOK Financial common stock. Perquisites and Other Personal Benefits Other than participation in the plans and programs described above, benefits which are immaterial in nature and disclosed in footnote 4 to the Summary Compensation Table on page 46 and benefits which are provided to employees generally such as health and dental insurance, the Company does not provide perquisites or other personal benefits to named executive officers.

  19. Change of Control and Termination Benefits

    Change of Control and Termination Benefits The Company has a limited number of change of control benefits for executive officers. If an executive, or any employee of the Company, is terminated within one year after a “change of control” (as defined in footnote 3 on page 54), and such termination is other than “for cause” (as defined in footnote 4 on page 54), then all unvested performance shares and stock options he or she has been granted vest. Stock options must then be exercised within 90 days of the change of control. Executive officers receive the same severance benefits as other Company employees which are based upon the amount of time a person has been employed by the Company. The named executives are entitled to receive additional severance pursuant to their employment agreements as more fully described in Potential Payments upon Termination found on page 53. The Company believes that the severance and termination payments help recruit and retain senior executives by protecting them in the event their positions are adversely impacted by an unexpected change in circumstance and are consistent with those offered by competitors.

  20. Equity Grant Policy

    Equity Grant Policy The equity grant date for each year (the "Grant Date") is the date on which the Committee approves long-term incentive targets, typically at the February Committee meeting. There is no program or policy to coordinate the granting of equity with the release of material non-public information.

  21. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning the compensation of the named executive officers for the past three fiscal years.

  22. Summary Compensation Table

    | Executive Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Award | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Stacy C. Kymes President & Chief Executive Officer | 2023 | $1,016,667 | $— | $2,406,351 | $— | $1,130,496 | $— | $53,187 | $4,606,700 | | | 2022 | $980,000 | $100,000 | $2,057,989 | $— | $196,000 | $1,283 | $93,962 | $3,429,234 | | | 2021 | $609,167 | $— | $609,464 | $— | $698,618 | $1,864 | $77,807 | $1,996,920 | | Martin E. Grunst Executive Vice President Chief Financial Officer | 2023 | $512,750 | $— | $577,561 | $— | $419,017 | $— | $46,957 | $1,556,285 | | Scott B. Grauer Executive Vice President-Wealth Management; Chief Executive Officer of BOK Financial Securities, Inc. | 2023 | $598,841 | $— | $727,504 | $— | $521,949 | $— | $54,915 | $1,903,209 | | | 2022 | $569,584 | $— | $695,650 | $— | $486,375 | $3,314 | $95,342 | $1,850,265 | | | 2021 | $543,703 | $— | $582,985 | $— | $578,230 | $4,817 | $81,036 | $1,790,771 | | Marc C. Maun Executive Vice President- Regional Banks | 2023 | $552,500 | $— | $643,986 | $— | $627,200 | $— | $63,153 | $1,886,839 | | | 2022 | $515,000 | $— | $514,904 | $— | $428,480 | $— | $88,718 | $1,547,102 | | | 2021 | $415,000 | $— | $352,796 | $— | $348,143 | $— | $63,831 | $1,179,770 | | Brad A. Vincent Executive Vice President- Specialized Industries | 2023 | $504,167 | $— | $515,025 | $— | $486,173 | $— | $193,771 | $1,699,135 | | Steven E. Nell(6) Former Executive Vice President and Chief Financial Officer | 2023 | $283,250 | $— | $651,560 | $— | $— | $— | $88,473 | $1,023,283 | | | 2022 | $563,750 | $— | $651,452 | $— | $237,276 | $— | $109,912 | $1,562,390 | | | 2021 | $550,000 | $— | $632,528 | $— | $489,431 | $4,108 | $82,766 | $1,758,833 |

  23. Summary Compensation Table

    (1)The amounts in column (d) include a discretionary bonus for Kymes in the amount of $100,000 which was approved by the Compensation Committee on February 28, 2023. (2)The amounts in column (e) are the grant date fair value of the non-vested stock. Kymes, Grauer, and Nell were issued restricted stock awards in all years; Maun was issued restricted stock awards in 2023, and restricted stock units in 2022 and 2021; Grunst and Vincent were issued restricted stock units in 2023. (3)The amounts in column (g) reflect the annual cash awards made pursuant to the Executive Incentive Plan, which is discussed in further detail on page 38 under the heading “Components of Executive Compensation.” Incentive amounts are paid at a targeted percentile of our Pay Peers. (4)The amounts in column (h) include (i) the actuarial increase in the present value of the named executive officer’s benefits under the Company pension plan using a discount rate defined in the Pension Plan and (ii) Nonqualified Deferred Compensation Earnings further described in column (d) of the Nonqualified Deferred Compensation Table on page 52. Executives who did not have the ability to defer income or who chose not to defer income are not required to disclose investment income on the Summary Compensation Table. (5)The amounts in column (i) for 2023 are derived from: Company matching contributions to the BOKF Thrift Plan as follows: Kymes, $39,600; Grunst, $29,700; Grauer, $39,600; Maun, $39,600; Vincent, $39,600; and Nell, $33,990; executive life insurance benefits as follows: Kymes, $1,760; Grunst, $2,629; Grauer, $3,284; Maun, $6,156; Vincent, $4,910; and Nell, $1,675; an executive wellness benefit for named executive officers and spouses as follows: Kymes, $3,600; Grunst, $2,775; Grauer, $3,600; Maun, $4,000; Vincent, $3,600; and Nell, $1,800; a medical supplement for named executive officers as follows: Kymes, $2,398; Grunst, $2,398; Grauer, $2,398; Maun, $2,398; Vincent, $2,398; and Nell, $1,199; dividend equivalents paid on the distribution of 2020 restricted stock units, as applicable, as follows: Grunst, $9,455; Maun, $7,756; and Nell, $13,913; trip earnings (personal portion of a trip such as an accompanying spouse), as follows: Kymes, $5,829; Grauer, $6,033; Maun, $3,243; and Vincent, $3,771; an in-service deferred compensation distribution based on named executives' plan elections as follows: Vincent, $139,492; the payout of accrued and unused vacation time at retirement as follows: Nell, $21,791; and a retirement gift for Mr. Nell in the amount of $14,104. (6)Nell retired effective February 28, 2023.

  24. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure For purposes of calculating the 2023 ratio of the median annual total compensation of all Company employees to the total annual compensation of the Company’s Chief Executive Officer, the Company included in its calculation of compensation: base salary, commissions, annual bonus amounts, stock-based compensation, other incentive payments (including sign-on bonuses), and other forms of compensation, including Company 401(k) match. The Company used December 31, 2023 as its measurement date. On December 31, 2023, the Company had 4,966 employees nationwide, excluding the Chief Executive Officer. Compensation amounts were annualized for any employee who had less than a full year of service during 2023. Total 2023 compensation for Stacy C. Kymes, the Company’s Chief Executive Officer, was determined to be $4,606,700 and was approximately 48 times the median annual compensation of all Company employees (excluding the Chief Executive Officer) of $96,875.

  25. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table provides certain information concerning the exercise of stock options and the vesting of shares by the named executive officers during fiscal year 2023:

  26. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | (a) | (b) | (c) | (d) | (e) | | Executive Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Stacy C. Kymes | — | $— | 2,138 | $219,765 | | Martin E. Grunst | — | $— | 1,508 | $155,007 | | Scott B. Grauer | — | $— | 2,045 | $210,206 | | Marc C. Maun | — | $— | 1,237 | $127,151 | | Brad A. Vincent | — | $— | 1,228 | $126,226 | | Steven E. Nell | — | $— | 5,206 | $469,381 |

  27. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides certain information with respect to (i) non-equity annual incentive awards made pursuant to the Executive Incentive Plan and (ii) the options, service and performance shares awarded as long-term compensation pursuant to the Executive Incentive Plan.

  28. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Executive Name | Grant Date (m/dd/yy) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under-lying Options (#) | Exercise or Base Price of Option Award ($/sh) | Grant Date Fair Value of Stock and Option Awards(8) ($) | | Stacy C. Kymes | (1) | $310,886 | $942,080 | $1,884,160 | | | | | | | | | | (2) | | $235,520 | $282,624 | | | | | | | | | | 2/28/2023(4) | | | | 7,759 | 23,511 | 47,022 | | | | $2,406,351 | | Martin E. Grunst | (1) | $83,160 | $252,000 | $504,000 | | | | | | | | | | (2) | | $84,000 | $100,800 | | | | | | | | | | (3) | $27,720 | $84,000 | $168,000 | | | | | | | | | | 2/28/2023(6) | | | | 1,304 | 3,950 | 7,900 | | | | $404,283 | | | 2/28/2023(7) | | | | | | | 1,693 | | | $173,279 | | Scott B. Grauer | (1) | $69,142 | $209,520 | $419,040 | | | | | | | | | | (2) | | $104,760 | $125,712 | | | | | | | | | | (3) | $69,142 | $209,520 | $419,040 | | | | | | | | | | 2/28/2023(4) | | | | 1,642 | 4,976 | 9,952 | | | | $509,294 | | | 2/28/2023(5) | | | | | | | 2,132 | | | $218,210 | | Marc C. Maun | (1) | $59,136 | $179,200 | $358,400 | | | | | | | | | | (2) | | $89,600 | $107,520 | | | | | | | | | | (3) | $59,136 | $179,200 | $358,400 | | | | | | | | | | 2/28/2023(4) | | | | 1,453 | 4,404 | 8,808 | | | | $450,749 | | | 2/28/2023(5) | | | | | | | 1,888 | | | $193,237 | | Brad A. Vincent | (1) | $50,985 | $154,500 | $309,000 | | | | | | | | | | (2) | | $77,250 | $92,700 | | | | | | | | | | (3) | $50,985 | $154,500 | $309,000 | | | | | | | | | | 2/28/2023(6) | | | | 1,162 | 3,522 | 7,044 | | | | $360,477 | | | 2/28/2023(7) | | | | | | | 1,510 | | | $154,549 | | Steven E. Nell(9) | 2/28/2023(4) | | | | 1,470 | 4,456 | 8,912 | | | | $456,072 | | | 2/28/2023(5) | | | | | | | 1,910 | | | $195,489 |

  29. Grants of Plan-Based Awards

    (1)Kymes receives 80%, Grunst receives 60%, and Grauer, Maun, and Vincent receive 40% of their annual incentive based on EPS Growth. Annual incentive cash awards were finalized and approved by the Committee on February 28, 2023 and are provided in column (g) of the “Summary Compensation Table” on page 46 herein. For final target achievement and payout, see the Annual Incentive Bonus Factors chart on page 41. The total annual incentive cannot exceed $2,000,000 for any participant per the Executive Incentive Plan. (2)Represents annual incentive targets for achievement of Strategic Objectives established by the Committee on February 28, 2023 for service performed in 2023. The named executives were eligible to receive 20% of their annual incentive based on Strategic Objective goal achievement which may range from zero to 120%. (3) Represents annual incentive targets for Business Performance Bonus established by the Committee on February 28, 2023 for service performed in 2023. Grunst receives 20% of his annual incentive based on overall Company performance. Grauer, Maun, and Vincent each receive 40% of their annual incentive based on business unit performance. (4) Represents performance shares granted as long-term incentive pursuant to the Executive Incentive Plan. Performance shares vest when earned and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in “Compensation Discussion and Analysis” on page 34 herein. (5) Represents service shares granted as long-term incentive pursuant to the Executive Incentive Plan. Service shares vest on the third anniversary of the second Friday in January of the year in which the service shares were issued and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in “Compensation Discussion and Analysis” on page 34 herein. (6) Represents performance units granted as long-term incentive pursuant to the Executive Incentive Plan. Performance units vest when earned and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in "Compensation Discussion and Analysis" on page 34 herein. (7) Represents service units granted as long-term incentive pursuant to the Executive Incentive Plan. Service shares vest on the third anniversary of the second Friday in January of the year in which the service shares were issued and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in “Compensation Discussion and Analysis” on page 34 herein. (8) Amounts reported in column (l) represent the grant-date fair value of non-vested stock awarded. The Company’s policy regarding the valuation of stock compensation is included on page 100 of the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2024. (9) Mr. Nell was not eligible to earn a 2023 annual incentive award based on his retirement date.

  30. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes stock options and performance shares outstanding as of December 31, 2023.

  31. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Executive Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date (m/dd/yy) | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Stacy C. Kymes | | | | | | 2,410 | $206,417 | | | | | | | | | | | | 46,828 | 4,010,818 | | Total | — | — | | | | 2,410 | $206,417 | 46,828 | $4,010,818 | | Martin E. Grunst | | | | | | 4,558 | 390,393 | | | | | | | | | | | | 10,634 | $910,802 | | | — | — | | | | 4,558 | $390,393 | 10,634 | $910,802 | | Scott B. Grauer | | | | | | 6,231 | $533,685 | | | | | | | | | | | | 14,542 | $1,245,522 | | Total | — | — | | | | 6,231 | $533,685 | 14,542 | $1,245,522 | | Marc C. Maun | | | | | | 4,611 | $394,932 | | | | | | | | | | | | 10,758 | $921,423 | | Total | — | — | | | | 4,611 | $394,932 | 10,758 | $921,423 | | Brad A. Vincent | | | | | | 3,872 | $331,637 | | | | | | | | | | | | 6,167 | $528,204 | | Total | — | — | | | | 3,872 | $331,637 | 6,167 | $528,204 | | Steven E. Nell | | | | | | — | $— | | | | | | | | | | | | 6,970 | $596,981 | | Total | | | | | | — | $— | 6,970 | $596,981 |

  32. Outstanding Equity Awards at Fiscal Year-End

    (1)Column (g) represents service shares or units which are not subject to adjustment based upon the three year performance period, but which have not yet completed the vesting period. Service shares vest pursuant to the Executive Incentive Plan. Shares may not be sold unless certain stock ownership guidelines are met as described in “Compensation Discussion and Analysis” on page 34. Per the Omnibus Plan, Nell's service shares were prorated based upon the portion of the vesting period he was employed by the Company and vested upon his retirement from service resulting in no outstanding service shares on December 31, 2023. (2)Market value of shares is based on the closing price of BOK Financial common stock of $85.65 (as reported on NASDAQ as of December 31, 2023). (3)Column (i) represents performance shares or units granted as long-term incentive awards pursuant to the Executive Incentive Plan, the amount of which remains subject to adjustment based on EPS Growth over a three year performance period as further described in "Compensation Discussion and Analysis" on page 34. Performance shares vest pursuant to the Executive Incentive Plan. Shares may not be sold unless certain stock ownership guidelines are met as described in “Compensation Discussion and Analysis.” Per the Omnibus Plan, Nell's performance shares were prorated based upon the portion of the vesting period he was employed by the Company upon his retirement. The prorated performance shares will continue to vest according to the originally established schedule based on Company performance.

  33. Pension Benefits

    Pension Benefits The BOKF Pension Plan was frozen since December 31, 2005. The Board of Directors passed a resolution on November 2, 2021 to terminate the plan effective February 28, 2022. Plan participants were given the option to 1) receive a lump sum distribution, 2) rollover their balance to an IRA or qualified plan, or 3) have an annuity purchased on their behalf. Plan assets were distributed on September 2, 2022. The normal retirement age under the BOK Financial Pension Plan (the "Plan") is age 65. Given the termination of the Plan and distributions made in 2022, there were no plan balances or distributions made in 2023.

  34. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In 2018, BOKF amended its non-qualified deferred compensation program to allow executives to defer portions of their compensation, including the deferral of equity awards, beginning with the 2019 equity award, which vested in early 2022. Several members of the executive team have elected to participate in the program each of the last five years. Named executives participating in the plan are captured below. The following table describes the balances of deferral accounts as of December 31, 2023 for the named executives:

  35. Nonqualified Deferred Compensation

    | Executive Name(1) | Executive Contributions in Last FY(2) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last FYE(5) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Martin E. Grunst | $149,146 | $— | $(50,738) | $— | $1,559,387 | | Marc C. Maun | $121,391 | — | $187,598 | — | $2,986,582 | | Brad A. Vincent | $151,250 | $— | $209,175 | $(139,492) | $2,246,656 | | Steven E. Nell | $224,700 | — | $(183,932) | $(1,130,050) | $— |

  36. Nonqualified Deferred Compensation

    (1)Kymes and Grauer are named executives but are not listed as they do not participate in the BOKF non-qualified deferred compensation program. (2)Messrs. Grunst, Maun, and Nell each elected to defer 100% of their 2020 equity awards, which vested on January 10, 2023. The gross value of the awards were deferred to their non-qualified deferred compensation accounts, less applicable taxes. Net amounts related to the 2020 equity award are as follows: Grunst, $149,146; Maun, $121,931; and Nell, $224,700. Vincent elected to defer a portion of his base salary totaling $151,250. Contributions made during calendar year 2023 related to compensation earned in 2022 are not reflected in the table above. (3)Earnings for Grunst, Maun, and Nell included gains or losses reported on investments, as well as dividends paid and changes in fair value of the Company's common stock. These earnings include accrued dividends related to the 2020 equity award which are also reflected in column (i) of the Summary Compensation Table on page 46. Net earnings on the accrued dividends are as follows: Grunst, $9,455; Maun, $7,756; Nell, $13,913. Earnings for Vincent included gains or losses reported on investments, as well as dividends paid; Vincent did not hold BOKF stock in his deferred compensation account during plan year 2023. Plan participants do not receive above-market or preferential earnings under the Company's nonqualified deferred compensation plan and as such, no nonqualified deferred compensation earnings are reported in the Summary Compensation Table on page 46. (4)Aggregate withdrawals and distributions from the plan included: Vincent, $139,492 in-service distribution; Nell, $1,130,050 lump sum distribution following his retirement. (5)Aggregate balances include amounts reported for 2021 and 2022 in the Summary Compensation Table on page 46, as follows: Maun, 100% of his 2021 non-equity incentive plan compensation in the amount of $348,143; 100% of his 2022 non-equity incentive plan compensation in the amount of $428,480. Participation in the BOKF Non-Qualified Deferred Compensation Plan is limited to a select group of management and other highly compensated employees. The Company determines who is eligible to participate on an annual basis. Participants make contribution elections annually during an enrollment period each November. Participants may elect to defer up to 90% of their base salary/draw, and up to 100% of any commissions, quarterly or annual incentive bonuses, or annual discretionary bonus on a pre-tax basis. Executives also have the option to defer their annual equity awards into the Plan upon vesting (e.g., the value of an award granted in 2021 will move into the plan upon vesting in 2024). Participants have the ability to invest non-equity contributions in a variety of fund options, and equity awards are non-diversifiable until the two-year hold requirement is met as described in "Long Term Incentive Compensation" on page 41. Account transactions, including asset allocation changes, rebalances, and transfers, are processed daily. Distribution elections may be made to pay balances at retirement/termination or in-service, while the participant is still employed by the Company. Retirement balances may be paid out to participants in a lump sum, in annual installments over a period of up to 15 years, or in a partial lump sum with the balance paid in installments. In-service balances can be paid in a lump sum or in annual installments over a period of up to five years. Balances of terminated employees are generally paid in a lump sum, unless an in-service installment pay out has already begun. In-service balances are valued as of the end of the month selected with payouts made the following month. Retirement/termination balances are generally valued on the last business day of the sixth month following the month the termination occurs, with payments made the following month. Pursuant to Internal Revenue Service ("IRS") regulations, Participants may change the timing and form of payment, subject to at least a five-year delay in benefit commencement. All changes must be submitted at least 12 months prior to the current distribution date to be valid. Income taxes on contributions and earnings are deferred until the time of distribution. Withholding for Social Security and Medicare is made at the time income is earned, or as Company contributions vest.

  37. Potential Payments Upon Termination

    Potential Payments Upon Termination The following table shows potential payments to the named executive officers under existing contracts, agreements, plans or arrangements for various scenarios, assuming a December 31, 2023 termination date. Each of the named executive officers is subject to an employment agreement.

  38. Potential Payments Upon Termination

    | Executive Name(1) | Compensation Component | Termination without Cause(2) | Termination without Cause Following a Change of Control(3) | Termination for Cause(4) | | Stacy C. Kymes | Salary/Severance | $1,732,653 | $2,048,000 | $— | | | Unvested Restricted Stock | $4,217,235 | $4,217,235 | $— | | | Unvested Restricted Units | $— | $— | $— | | | Other (5) | $3,000 | $3,000 | $6,000 | | TOTAL | | $5,952,888 | $6,268,235 | $6,000 | | Martin E. Grunst | Salary/Severance | $888,326 | $1,050,000 | $— | | | Unvested Restricted Stock | $— | $— | $— | | | Unvested Restricted Units | $1,301,195 | $1,301,195 | $— | | | Other (5) | $3,000 | $3,000 | $6,000 | | TOTAL | | $2,192,521 | $2,354,195 | $6,000 | | Scott B. Grauer | Salary/Severance | $984,768 | $1,164,000 | $— | | | Unvested Restricted Stock | $1,779,207 | $1,779,207 | $— | | | Unvested Restricted Units | $— | $— | $— | | | Other (5) | $3,000 | $3,000 | $6,000 | | TOTAL | | $2,766,975 | $2,946,207 | $6,000 | | Marc C. Maun | Salary/Severance | $947,547 | $1,120,000 | $— | | | Unvested Restricted Stock | $538,910 | $538,910 | $— | | | Unvested Restricted Units | $777,445 | $777,445 | $— | | | Other (5) | $3,000 | $3,000 | $6,000 | | TOTAL | | $2,266,902 | $2,439,355 | $6,000 | | Brad A. Vincent | Salary/Severance | $871,400 | $1,030,000 | $— | | | Unvested Restricted Stock | $428,850 | $428,850 | $— | | | Unvested Restricted Units | $430,991 | $430,991 | $— | | | Other (5) | $3,000 | $3,000 | $6,000 | | TOTAL | | $1,734,241 | $1,892,841 | $6,000 |

  39. Potential Payments Upon Termination

    (1)Executive payments upon termination do not include payments of deferred compensation which, if applicable, are described on page 52. The table assumes (i) that the executive has been paid all amounts owed through the date of termination, (ii) the closing price of BOK Financial common stock of $85.65 (as reported on NASDAQ as of December 31, 2023); and (iii) salary, unvested restricted stock, and unvested restricted unit information as of December 31, 2023. Except as expressly provided herein or amounts owed up through the date of termination, executive does not receive any additional payments in the event of voluntary termination, early retirement (prior to age 65), retirement (age 65 or older), involuntary for cause termination, change of control, or upon death or disability. (2)When the executive’s employment is terminated without cause, he or she shall receive standard severance pay in effect at the time of termination, and in addition, an amount equal to the executive’s then annual salary payable in one lump sum payment. The executive shall be entitled to receive pension, thrift, medical insurance, disability insurance plans benefits and other fringe benefits accrued through, but not beyond the date of termination, and shall be entitled to receive pay for vacation in accordance with the Company’s existing policy. Restricted stock and restricted units held by the executive shall continue to be held by the executive but shall remain subject to all applicable restrictions. (3)When the executive’s employment is terminated without cause following a change of control, he or she shall receive a lump sum payment in an amount equal to two times executive’s then Annual Salary at the time of termination in lieu of standard and enhanced severance amounts. “Change of Control” occurs when either (i) George B. Kaiser, affiliates of George B. Kaiser, George B. Kaiser Foundation, George Kaiser Family Foundation, and/or members of the family of George B. Kaiser collectively cease to own more shares of the voting capital stock of BOK Financial than any other shareholder (or group of shareholders acting in concert to control BOK Financial to the exclusion of George B. Kaiser, affiliates of George B. Kaiser, George B. Kaiser Foundation, George Kaiser Family Foundation, and/or members of the family of George B. Kaiser), or (ii) BOK Financial shall cease to own directly and indirectly more than fifty percent (50%) of the voting capital stock of BOKF, NA. (4)Termination of executive "for cause" would generally be termination for (i) failure to substantially perform his duties, (ii) committing any act which is intended to injure BOK Financial or its affiliates, (iii) charged, indicted or convicted of any criminal act or act involving moral turpitude, (iv) committing any dishonest or fraudulent act which is material to BOKF or its affiliates, including reputation or (v) refusing to obey orders of the CEO unless such instructions would require executive to commit an illegal act, could subject executive to personal liability, would require executive to violate the terms of his employment agreement or are inconsistent with recognized ethical standards or inconsistent with the duties of an officer of the bank. (5)For a period of two years following any termination for cause, and for a period of one year following any termination for any reason other than cause, the executive is prohibited from directly or indirectly contacting or soliciting, in any manner, individuals or entities who were at any time during the term of the executive’s employment agreement clients of BOKF, NA or any of its affiliates, for the purpose of providing banking, trust, investment, or other services provided by BOKF, NA or any of its affiliates, or contacting or soliciting employees of BOKF, NA or any affiliates of BOK, NA to seek employment with any person or entity except BOKF, NA and its affiliates. In exchange, the executive shall receive $3,000 in arrears for each year the non-solicitation agreement is in effect.

  40. PAY VERSUS PERFORMANCE ("PVP")

    PAY VERSUS PERFORMANCE ("PVP")

  41. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows Compensation Actually Paid ("CAP") over the past four years for 1) the Principal Executive Officer ("PEO"), i.e., the CEO, and 2) an average of the rest of the Non-PEO NEOs in addition to financial metrics for the sake of comparing executive pay to company performance.

  42. Pay Versus Performance Table

    | Year | Summary Compens- ation Table Total to PEO(1) | Compens- ation Actually Paid to PEO(1), (2) | Average Summary Compens- ation Table Total for Non-PEO NEOs(3) | Average Compens- ation Actually Paid to Non-PEO NEOs(2), (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income | CSM: Earnings Per Share | Supple-mental: 3-Year Relative EPS (Percentile Ranking) | | | | | | | Company TSR | Peer Group TSR(4) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | $4,606,700 | $3,966,853 | $1,613,750 | $1,345,224 | $109 | $116 | $530,746 | $8.02 | 29% | | 2022 | $3,429,234 | $2,770,850 | $1,620,647 | $1,349,872 | $128 | $116 | $520,273 | $7.68 | 61% | | 2021 | $4,770,327 | $4,250,843 | $1,789,011 | $1,969,568 | $128 | $125 | $618,121 | $8.95 | 67% | | 2020 | $5,540,358 | $6,220,266 | $1,839,044 | $1,874,498 | $81 | $91 | $435,030 | $6.19 | 93% |

  43. Pay Versus Performance Table

    (1)Steven G. Bradshaw served as Chief Executive Officer in 2020 and 2021 before retiring as CEO on December 31, 2021. Stacy C. Kymes assumed the role of Chief Executive Officer effective January 1, 2022. (2)To calculate Compensation Actually Paid to the PEO and the non-PEO NEOs, the following amounts were deducted from and added to the Summary Compensation Table ("SCT") total compensation: PEO Summary Compensation Table to CAP Reconciliation:

  44. Pay Versus Performance Table

    | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | Compensation Actually Paid | | | | (i) | (ii), (iii) | | | 2023 | $4,606,700 | $(2,406,351) | $1,766,503 | $3,966,853 | | 2022 | $3,429,234 | $(2,059,272) | $1,400,888 | $2,770,850 | | 2021 | $4,770,327 | $(2,226,025) | $1,706,541 | $4,250,843 | | 2020 | $5,540,358 | $(2,232,508) | $2,912,416 | $6,220,266 |

  45. Pay Versus Performance Table

    Average Non-PEO NEO Summary Compensation Table to CAP Reconciliation:

  46. Pay Versus Performance Table

    | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | Compensation Actually Paid | | | | (i) | (ii), (iii) | | | 2023 | $1,613,750 | $(623,127) | $354,601 | $1,345,224 | | 2022 | $1,620,647 | $(593,661) | $322,886 | $1,349,872 | | 2021 | $1,789,011 | $(586,251) | $766,808 | $1,969,568 | | 2020 | $1,839,044 | $(586,550) | $622,004 | $1,874,498 |

  47. Pay Versus Performance Table

    (i) Represents the grant date fair value of equity-based awards granted each year and the change in actuarial present value of the individuals' accumulated benefit under all defined benefit pension plans. (ii) Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown, including the fair value of equity awards granted in the covered year at the end of the covered year; year-over-year changes in the fair value of equity awards granted in prior years that are still outstanding and unvested as of the covered year-end, including: •2018, 2019, 2020, 2021, 2022, and 2023 Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs"); •2018, 2019, 2020, 2021, 2022, and 2023 Performance Stock Awards ("PSAs") and Performance Stock Units ("PSUs"); •January 2013 Option Grants; and year-over-year changes in fair value of equity awards granted in prior years that vested in the covered year, including: •2017, 2018, 2019, and 2020 RSA and RSU awards; •2021, 2022, and 2023 RSAs for Mr. Nell at retirement; •2017, 2018, 2019, and 2020 PSA and PSU awards; •January 2013 Option Grants. Service based awards are valued based on the stock price as of the end of each fiscal year or on vest date, as appropriate. Performance based awards are valued based on the stock price at the end of each fiscal year or on vest date, as appropriate, and are subject to a performance factor applied based upon the likelihood of the award to payout at vesting. This performance factor is based on the Company's Long Term Incentive performance factors described in more detail on page 42. Stock options are valued using Black-Scholes valuation at each relevant year end and vest date. (iii) No pension values are included in the additions to the Summary Compensation Table total to arrive at Compensation Actually Paid as there have been no service costs associated with the pension plan since it was frozen in 2005 and terminated in 2022 as described under Pension Benefits on page 51. (3)The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for 2020 and 2021: Messrs. Steven E. Nell; Stacy C. Kymes; Scott B. Grauer; and Norman P. Bagwell. Following Mr. Kymes' move to Chief Executive Officer effective January 1, 2022, the non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for 2022: Steven E. Nell; Scott B. Grauer; Marc C. Maun; and Norman P. Bagwell. Following Mr. Nell's retirement effective February 28, 2023, the non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for 2023: Martin E. Grunst, Scott B. Grauer, Marc C. Maun, Brad A. Vincent, and Steven E. Nell. (4)The Total Shareholder Return Peer group is the KBW Regional Banking Index, which is the same peer group used in the Shareholder Return Performance Graph on page 24 of the Company's Annual Report on Form 10-K for the year ending December 31, 2023.

  48. Tabular Disclosure of Most Important Measures to Determine FY2023 Compensation Actually Paid

    Tabular Disclosure of Most Important Measures to Determine FY2023 Compensation Actually Paid The items listed below represent the most important financial metrics the Company used to determine CAP for FY2023 as further described in our Compensation Discussion and Analysis within the sections titled "Annual Incentive Bonus" (page 39) and "Long-Term Incentive Compensation" (page 41). Although absolute earnings per share is not used for the purposes of calculating executive incentive, it is a one-year measure which directly impacts two- and three-year relative earnings per share peer group percentile rank, which each drive meaningful portions of executive pay.

  49. Tabular Disclosure of Most Important Measures to Determine FY2023 Compensation Actually Paid

    | Most Important Performance Measures | | Earnings Per Share | | 3-Year Relative Earnings Per Share (EPS) Performance Peer Group Percentile Rank | | 2-Year Relative Earnings Per Share (EPS) Performance Peer Group Percentile Rank | | Business Performance |

  50. 2.Compensation Actually Paid versus Total Shareholder Return

    2.Compensation Actually Paid versus Total Shareholder Return Below is a graph depicting the relationship between Compensation Actually Paid and Total Shareholder Return ("TSR").

  51. 3.Compensation Actually Paid versus Net Income

    3.Compensation Actually Paid versus Net Income Below is a graph depicting the relationship between Compensation Actually Paid and Company Net Income.

  52. 4.Compensation Actually Paid versus Company Selected Measure

    4.Compensation Actually Paid versus Company Selected Measure Below is a graph depicting the relationship between Compensation Actually Paid and Earnings Per Share ("EPS").

  53. 5.Supplemental: Compensation Actually Paid versus 3-Year EPS Performance Peer Group Percentile Rank

    5.Supplemental: Compensation Actually Paid versus 3-Year EPS Performance Peer Group Percentile Rank Below is a graph depicting the relationship between Compensation Actually Paid and the Company's percentile rank versus peers on three-year EPS growth versus the Company's performance peer groups descried in more detail on page 37. This performance factor is based the the Company's Long Term Incentive performance factors described in more detail on page 42.