DEF 14A of Bancfirst Corp /Ok/, Apr 3, 2024

DEF 14A of Bancfirst Corp /Ok/

Filed Apr 3, 2024 · FY20230000950170-24-041155

Open on EDGAR

  1. Skillset of Director Nominees

    Skillset of Director Nominees The Company believes the following skills should be represented in its Board of Directors to help ensure the success of the Company.

  2. Skillset of Director Nominees

    | • Accounting/Finance | • Government Affairs | | • Agriculture | • Healthcare | | • Corporate Governance | • Investments | | • Economic Development | • Law | | • Education | • Manufacturing | | • Energy | • Public Relations/Marketing | | • Engineering | • Real Estate | | • Entrepreneurship/Small Business | • Technology |

  3. Skillset of Director Nominees

    To ensure that the Board has an appropriate mix of skills and experiences, the Board Issues Committee has prepared and evaluated the skill matrix below for the directors nominated for election. The skills listed were limited to three top skills for each director.

  4. Skillset of Director Nominees

    | Name of Director | Director Skills Matrix | | | | F. Ford Drummond | Agriculture | Investments | Law | | Joseph Ford | Manufacturing | Technology | Agriculture | | Joe R. Goyne | Accounting/Finance | Public Relations/Marketing | Corporate Governance | | David R. Harlow | Accounting/Finance | Engineering | Corporate Governance | | Mautra Staley Jones | Education | Public Relations/Marketing | Accounting/Finance | | Bill G. Lance | Government Affairs | Healthcare | Public Relations/Marketing | | Dave R. Lopez | Government Affairs | Corporate Governance | Public Relations/Marketing | | William Scott Martin | Accounting/Finance | Investments | Entrepreneurship/Small Business | | Tom H. McCasland, III | Energy | Investments | Entrepreneurship/Small Business | | David E. Rainbolt | Accounting/Finance | Government Affairs | Corporate Governance | | Dr. Leslie J. Rainbolt | Healthcare | Education | Public Relations/Marketing | | Robin Roberson | Entrepreneurship/Small Business | Technology | Public Relations/Marketing | | Darryl W. Schmidt | Accounting/Finance | Agriculture | Corporate Governance | | Natalie Shirley | Education | Law | Government Affairs | | Michael K. Wallace | Entrepreneurship/Small Business | Public Relations/Marketing | Real Estate | | Gregory G. Wedel | Accounting/Finance | Investments | Real Estate | | G. Rainey Williams, Jr. | Investments | Law | Real Estate |

  5. Annual Performance-Based Incentive Pay

    Annual Performance-Based Incentive Pay We believe that the payment of performance-based incentive compensation based on business and personal goals is important to focus our executive officers on the achievement of short-term corporate goals. Accordingly, all of our executive officers are eligible to receive an annual cash amount based on our performance-based incentive program. The performance-based incentive program is designed to reward our executive officers for the attainment of short-term business and/or personal performance goals that are established at the beginning of each fiscal year, and can be in amounts ranging from 10% to 20% of the executive officer’s base salary. Performance-based incentive compensation for the CEOs is recommended by our Executive Chairman, subject to review and approval by the Compensation Committee. Performance-based incentive compensation for our other executive officers is established by Messrs. Harlow or Schmidt, subject to review and approval by the Compensation Committee. Messrs. Harlow or Schmidt and the Compensation Committee use judgment and discretion taking into account the business and economic environment, our overall performance, budgetary considerations, each executive officer’s performance in relation to the goals set for him or her, competitive factors within the industry, and retention of key executives. Annual incentive payments under the program for a particular year with respect to executive officers who are in bank senior management are based on a combination of financial and individual performance criteria established before the beginning of the year. Such performance criteria generally will vary depending on the executive officer’s authority. Thus, for example, for those executive officers having authority or responsibility over the entire company, the performance criteria includes the attainment, on a Company-wide basis, of budgeted earnings, budgeted levels of classified assets, results of our internal operational audits and results of regulatory compliance audits. For executive officers having line authority over a particular group of branches, such as Regional Executives, the performance criteria includes the attainment of these same objectives, but only with respect to the particular branches over which the executive officer has responsibility. For executive officers having responsibility over various corporate administrative functions, annual incentive payments are based primarily on the attainment of individual performance objectives negotiated at the beginning of the year. Attainment of individual performance objectives is based on a subjective evaluation of each individual officer’s performance. An executive officer’s potential cash incentive payment depends upon two factors: (x) the executive’s position, which establishes a maximum cash incentive award as a percent of base salary and (y) the extent to which the performance criteria have been achieved, with the concurrence of Messrs. Harlow or Schmidt and the Compensation Committee. Whenever the specified performance criteria are not fully met, the Executive Chairman and the Compensation Committee determine the amount of incentive compensation paid, if any, based on their subjective evaluation of the extent to which the criteria were met and other factors. The Compensation Committee conducts an evaluation of the CEOs’ individual performances and determines the appropriate amount of performance-based incentive pay. The payment of performance-based incentive compensation generally occurs in December of each year in respect of achievements of the fiscal year then ending. For 2023, each of the named executive officers was eligible for performance-based incentive compensation from 10% to 20% of the respective executive’s base salary. As discussed in detail below, each of the named executive officers received the maximum performance-based incentive compensation totaling 20% of his base salary.

  6. Deferred Bonus Pool

    Deferred Bonus Pool In addition, each named executive officer is eligible to receive an amount equivalent to 5% of such officer’s salary contributed to a Deferred Bonus Pool, as determined by the Compensation Committee at the end of such year. The deferred bonus is eligible to be paid at the end of the third year subsequent to the year of deferral, and may be paid on the last payday of that year. The payment of each deferred bonus is based upon the following conditions having been met during the three year deferral period: • No material financial statement restatements. • No material error or omission in the Company’s required disclosures filed with the SEC. • No gross negligence, misconduct or illegal acts by the respective executive officers in performing their responsibilities. The Compensation Committee shall determine whether the conditions for payment of the bonuses have been met.

  7. Long-Term Awards

    Long-Term Awards

  8. Restricted Stock Unit Grants

    Restricted Stock Unit Grants On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. The restricted stock units ("RSUs") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSUs are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.

  9. Stock Option Grants

    Stock Option Grants Previously, executive officers have received equity compensation awards in the form of nonqualified incentive stock options under the BancFirst Corporation Stock Option Plan (the "Employee Plan"). The stock options were designed to align the interests of the executive officers with the shareholders’ long-term interests by providing them with equity awards that generally were exercisable beginning four years from the date of grant at the rate of 25% per year for four years. The Employee Plan was replaced by the RSU Plan, and terminated on June 1, 2023. Stock options outstanding under the Employee Plan will remain outstanding under their existing terms, until they are exercised or expire. All stock options granted under the Employee Plan were made at the market price at the time of the award. The Company has not granted stock options with an exercise price that is less than the closing price of the Company’s common stock as reported by NASDAQ on the grant date, nor has it granted stock options which were priced on a date other than the grant date. The Employee Plan provided that repricing of stock option was only done through cancellation and re-grant, with a limit of 300,000 shares in a 12 month period. No stock options granted under the Employee Plan were repriced during the previous 12 months. Historically, the Company has not granted equity awards to the same degree as its peers; typically, awards have been made either as an employment incentive in connection with the Company’s efforts to employ an executive officer, as a retention device or to focus executive officers on the achievement of long-term corporate goals. The Company does not have stock ownership guidelines for its directors or executive officers. Given the Executive Chairman’s significant existing stock ownership in the Company, he has recommended to the Compensation Committee that he not be granted any additional stock awards. Awards granted to our other executive officers are recommended by our Executive Committee and ratified by the full Board. The long-term incentive award information for the Company’s named executive officers during fiscal year 2023 is included in “Executive Compensation—Grants of Plan-Based Awards” and additional information on the option awards is shown in “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End.”

  10. Supplemental Executive Retirement Agreements

    Supplemental Executive Retirement Agreements In 2007, the Company entered into supplemental retirement agreements with a number of the Company’s executive officers designated by the Executive Chairman. These agreements seek to encourage the executive officers who are parties to such agreements to remain employed with the Company. Under the terms of the agreements, which were approved by the Compensation Committee, the signatory executive officer will receive a specified annual benefit paid in monthly installments for a specified number of years, typically 10 years, after retirement at age 65. If the executive officer’s employment is terminated by the Company for cause or by reason of voluntary early retirement, the executive officer will not receive any benefits under the agreement. The agreements also provide for specified benefits (generally, the discounted present value of the income stream) in the event of a change-in-control or involuntary early retirement. For details regarding the terms and payments under the supplemental retirement agreements for Scott Copeland, David R. Harlow and Darryl W. Schmidt, the only named executive officers receiving such a benefit, see “Executive Compensation—Potential Payments on Termination or Change-in-Control.”

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth information relating to all compensation awarded to, earned by or paid to the Company’s principal executive officer, principal financial officer, and the three most highly compensated officers other than the principal executive officer and principal financial officer, collectively referred to as the named executive officers ("NEOs") in this Proxy Statement, for services rendered in all capacities to the Company during the last three fiscal years ended December 31, 2023.

  12. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | | Salary | Performance-based Incentive Pay | Option Awards | Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) (3) | ($) | | David R. Harlow | 2023 | 666,500 | 166,625(1) | — | 56,297(2) | 32,480(4) | 921,902 | | CEO | 2022 | 635,000 | 158,750(1) | — | 51,465(2) | 30,681(4) | 875,896 | | | 2021 | 600,000 | 120,000 | — | 47,006(2) | 29,728(4) | 796,734 | | Kevin Lawrence | 2023 | 360,000 | 90,000(1) | — | — | 24,150 | 474,150 | | Executive Vice President | 2022 | 335,000 | 83,750(1) | — | — | 22,020 | 440,770 | | and CFO | 2021 | 320,000 | 64,000 | — | — | 19,403 | 403,403 | | Darryl W. Schmidt | 2023 | 666,500 | 166,625(1) | — | 55,800(2) | 30,735(4) | 919,660 | | President and | 2022 | 635,000 | 158,750(1) | — | 51,012(2) | 29,326(4) | 874,088 | | CEO of BancFirst | 2021 | 600,000 | 120,000 | — | 46,591(2) | 23,825(4) | 790,416 | | David E. Rainbolt | 2023 | 400,000 | 100,000(1) | — | — | 64,599 | 564,599 | | Executive Chairman | 2022 | 400,000 | 100,000(1) | — | — | 57,990 | 557,990 | | | 2021 | 400,000 | 80,000 | — | — | 52,107 | 532,107 | | Scott Copeland | 2023 | 450,000 | 112,500(1) | — | 46,080(2) | 25,257 | 633,837 | | Executive Vice President | 2022 | 411,538 | 102,750(1) | 352,147 | 42,124(2) | 23,067 | 931,626 | | and COO | 2021 | 370,000 | 74,000 | — | 38,472(2) | 20,381 | 502,853 |

  13. Summary Compensation Table

    (1) Includes for each of the named executive officers a deferred bonus amount shown in the following table:

  14. Summary Compensation Table

    | | | Deferred Bonus | | Name and Principal Position | Year | ($) | | David R. Harlow | 2023 | 33,325 | | CEO | 2022 | 31,750 | | Kevin Lawrence | 2023 | 18,000 | | Executive Vice President and CFO | 2022 | 16,750 | | Darryl W. Schmidt | 2023 | 33,325 | | President and CEO of BancFirst | 2022 | 31,750 | | David E. Rainbolt | 2023 | 20,000 | | Executive Chairman | 2022 | 20,000 | | Scott Copeland | 2023 | 22,500 | | Executive Vice President and COO | 2022 | 21,250 |

  15. Summary Compensation Table

    (2) Consists of the change in the present value of accumulated benefit payable to Messrs. Harlow, Schmidt and Copeland, respectively, under the Supplemental Executive Retirement Agreement dated November 15, 2006. (3) Includes for each of the named executive officers contributions by the Company to the Retirement Plans and the values attributed to certain life insurance benefits, shown in the following table:

  16. Summary Compensation Table

    | | | Retirement Plan Contributions | | Name and Principal Position | Year | ($) | | David R. Harlow | 2023 | 24,090 | | CEO | 2022 | 21,960 | | | 2021 | 19,343 | | Kevin Lawrence | 2023 | 24,090 | | Executive Vice President and CFO | 2022 | 21,960 | | | 2021 | 19,343 | | Darryl W. Schmidt | 2023 | 24,090 | | President and CEO of BancFirst | 2022 | 21,960 | | | 2021 | 19,343 | | David E. Rainbolt | 2023 | 24,090 | | Executive Chairman | 2022 | 21,960 | | | 2021 | 19,343 | | Scott Copeland | 2023 | 24,090 | | Executive Vice President and COO | 2022 | 21,960 | | | 2021 | 19,343 |

  17. Summary Compensation Table

    (4) Includes the values attributed to the personal use of Company owned automobiles provided to the respective named executive officers (as calculated in accordance with Internal Revenue Service guidelines).

  18. Grants of Plan-Based Awards

    Grants of Plan-Based Awards No stock options or restricted stock units were granted to any of the named executive officers during 2023.

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes certain information with respect to the value of all unexercised options previously awarded to the named executive officers at December 31, 2023.

  20. Outstanding Equity Awards at Fiscal Year-End

    | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | David R. Harlow | — | 65,000(1) | 51.30 | 2/28/2035 | | Kevin Lawrence | 42,709 | — | 32.30 | 6/19/2030 | | David E. Rainbolt | — | — | — | — | | Darryl W. Schmidt | — | 65,000(1) | 51.30 | 2/28/2035 | | Scott Copeland | — | 10,000(2) | 94.86 | 6/17/2037 | | (1) These options will vest at various dates through February 28, 2027. | | | | | | (2) These options will vest at various dates through June 17, 2029. | | | | |

  21. Option Exercises

    Option Exercises The following table shows the number of shares acquired and the value realized on the exercise of stock options during 2023 for each of the Company’s named executive officers.

  22. Option Exercises

    | Option Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | David R. Harlow | — | — | | Kevin Lawrence | 7,291 | $435,273 | | David E. Rainbolt | — | — | | Darryl W. Schmidt | — | — | | Scott Copeland | — | — |

  23. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Except for the Supplemental Executive Retirement Agreement of David R. Harlow, Darryl W. Schmidt and Scott Copeland described above, the Company has no agreements with any other named executive officer providing for potential payments upon termination of employment or a change-in-control of the Company.

  24. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC requires that we disclose a ratio that compares the annual total compensation of our median employee to that of our CEO. For purposes of this disclosure, annual total compensation for both the median employee and the CEO is determined in accordance with the definition of annual total compensation as disclosed in the Summary Compensation Table. SEC rules permit us to identify the median employee only once every three years, unless there have been changes in our employee population or employee compensation arrangements that we believe would result in a significant change in our pay ratio disclosure. There has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. As a result, we decided to use the same median employee that we identified for our pay ratio disclosure in 2022. In identifying our median employee, we examined our entire employee population of 2,051 as of December 31, 2022. Our median employee was determined by reviewing wages, tips and other compensation on payroll records for our employee population, as reported to the IRS on Form W-2. As shown in the Summary Compensation Table, Mr. Harlow’s annual total compensation for 2023 was $921,902 and the median employee’s annual total compensation was $35,118. Based upon this information, the ratio of the annual total compensation of Mr. Harlow to the median employee was 26 to 1. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.

  25. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information required under the SEC's "pay versus performance" rules over the last four years, including: (i) the total compensation earned by our principal executive officer "PEO" (as reported on our Summary Compensation Table), (ii) the compensation “actually paid” to our PEO (calculated in accordance with Regulation S-K); (iii) the average of the total compensation earned by our other named executive officers "NEOs" (calculated based upon our Summary Compensation Table); (iv) the average compensation “actually paid” to our other NEOs (calculated in accordance with Regulation S-K); (v) our total shareholder return (TSR) compared to our peer group; (vi) our net income; and (vii) our diluted earnings per share (a selected performance measure):

  26. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table total for PEO David R. Harlow | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for other NEO's (2) | Average Compensation Actually Paid to other NEO's (1)(2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income (Dollars in thousands) | Diluted Earnings Per Share (4) | | 2023 | $921,902 | $1,117,506 | $648,062 | $699,813 | $170.28 | $106.87 | $212,465 | 6.34 | | 2022 | 875,896 | 1,525,584 | 701,119 | 993,303 | 151.45 | 110.67 | 193,100 | 5.77 | | 2021 | 796,734 | 1,055,367 | 557,195 | 671,370 | 119.14 | 132.19 | 167,630 | 5.03 | | 2020 | 1,451,109 | 2,045,657 | 709,629 | 891,303 | 97.04 | 92.50 | 99,586 | 3.00 |

  27. PAY VERSUS PERFORMANCE

    1. Compensation actually paid (CAP) represents the amount computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to total compensation reported in our Summary Compensation Table. The reconciliation of the CAP is shown in the tables below.

  28. PAY VERSUS PERFORMANCE

    | David R. Harlow - PEO | | | | | | | | Year | Summary Compensation Table Total | Deduct: Non-Qualified Deferred Compensation of Supplemental Executive Retirement Plan | Add: Service Cost of the Supplemental Executive Retirement Plan | Deduct: Option Awards | Add: Change in Value of Option Awards | Compensation Actually paid | | 2023 | $921,902 | $(56,297) | $27,760 | $— | $224,141 | $1,117,506 | | 2022 | 875,896 | (51,465) | 26,147 | — | 675,006 | 1,525,584 | | 2021 | 796,734 | (47,006) | 24,628 | — | 281,011 | 1,055,367 | | 2020 | 1,451,109 | (42,889) | 23,197 | (686,365) | 1,300,605 | 2,045,657 |

  29. PAY VERSUS PERFORMANCE

    | Average Other NEOs (2) | | | | | | | | Year | Summary Compensation Table Total | Deduct: Non-Qualified Deferred Compensation of Supplemental Executive Retirement Plan | Add: Service Cost of the Supplemental Executive Retirement Plan | Deduct: Option Awards | Add: Change in Value of Option Awards | Compensation Actually paid | | 2023 | $648,062 | $(25,470) | $12,565 | $— | $64,656 | $699,813 | | 2022 | 701,119 | (23,284) | 11,835 | (88,037) | 391,670 | 993,303 | | 2021 | 557,195 | (21,266) | 11,148 | — | 124,293 | 671,370 | | 2020 | 709,629 | (19,403) | 10,500 | (171,591) | 362,168 | 891,303 |

  30. PAY VERSUS PERFORMANCE

    2. NEO's included in the average calculations are: Kevin Lawrence, Darryl W. Schmidt, David E. Rainbolt and Scott Copeland for all four years. 3. Peer Group Total Shareholder Return using the NASDAQ Bank Stocks (U.S.). 4. Diluted earnings per share was selected as the most important performance measurement for the current year other than net income which is also presented in the table. CAP vs. TSR $900 $800 $700 $600 $500 $400 $300 $200 $100 $- 2020 2021 2022 $1 60.00 $140.00 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $- PEO CAP ($000s) NEO’s CAP ($000s) TSR (Indexed to 2019 = $100)

  31. Compensation Actually Paid Compared to Total Shareholder Return

    Compensation Actually Paid Compared to Total Shareholder Return The graph below shows our CAP compared to our TSR over the past four-year period. The amount of compensation actually paid to the Company's PEO and NEOs as a group is generally aligned with the Company's TSR over the four years presented in the table. CAP vs. TSR

  32. Compensation Actually Paid Compared to Net Income

    Compensation Actually Paid Compared to Net Income The graph below shows our CAP compared to our net income over the past four-year period. The amount of compensation actually paid to the Company's PEO and NEOs as a group is generally aligned with the Company's net income over the four years presented in the table. CAP vs. Net Income om

  33. Compensation Actually Paid Compared to Diluted EPS

    Compensation Actually Paid Compared to Diluted EPS The graph below shows our CAP compared to our diluted EPS over the past four-year period. The amount of compensation actually paid to the Company's PEO and NEOs as a group is generally aligned with the Company's diluted EPS over the four years presented in the table. CAP vs. Diluted EPS

  34. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company provides the following elements of compensation for its non-employee directors, each of whom is also a director of BancFirst:  A retainer of $1,500 per month to each non-employee director for serving on the Board.  A retainer of $1,500 per month to each non-employee director for serving on the BancFirst Board of Directors.  A retainer of $1,500 per month to each member of the Audit Committee.  A retainer of $5,000 per quarter to the chairman of the Audit Committee.  A fee of $1,500 per meeting to each member of the Compensation Committee.  A fee of $1,500 per meeting to each member of the Information Security Committee.  A fee of $12,500 per quarter to the Lead Independent Director.  A grant of restricted stock units to each non-employee director at the time of their initial appointment or election to the Board, the number of which is determined by the Executive Committee and approved by the Compensation Committee. On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. The restricted stock units ("RSUs") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSUs are settled and distributed as of each vesting date. Prior to 2023, option grants were provided under the Non-Employee Directors’ Plan, which was terminated on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant. If a director is terminated for cause, all options will be forfeited immediately. If a director ceases to be a member of the Board for any other reason, unvested options will terminate and only previously vested options may be exercised for a period of 30 days following termination (or 12 months in the case of termination on account of death). Non-employee directors can elect to defer all or any portion of their cash compensation through the Deferred Stock Compensation Plan. Under the Deferred Stock Compensation Plan, directors of the Company, directors of BancFirst, directors of Pegasus, directors of Worthington, and members of the community advisory boards of BancFirst may defer up to 100% of their Board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates service as a Board member. Shares of the Company’s common stock are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. Because stock units are not actual shares of the Company’s common stock, they do not have any voting rights. Additionally, non-employee directors may be reimbursed for their expenses in connection with attending Board meetings. The following table provides compensation information for the Company’s directors who served during fiscal 2023.

  35. DIRECTOR COMPENSATION

    | Director Compensation | | | | | | | Name | Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | F. Ford Drummond | 19,500 | 23,880(6) | — | 18,000(9) | 61,380 | | Joseph Ford | — | 62,700 | — | — | 62,700 | | Joe R. Goyne | — | 9,475(7) | — | — | 9,475 | | William O. Johnstone | 30,000(3) | — | — | 18,000(9) | 48,000 | | Mautra Staley Jones | 36,000 | — | — | — | 36,000 | | Frank Keating | 15,000(4) | — | — | — | 15,000 | | Bill G. Lance | 18,000 | 39,526 | — | — | 57,526 | | Dave R. Lopez | 31,500 | 5,193 | — | — | 36,693 | | William Scott Martin | 54,000 | — | — | — | 54,000 | | Tom H. McCasland, III | 36,000 | 35,214(8) | — | 18,000(9) | 89,214 | | H.E. Rainbolt | 50,000(5) | — | — | — | 50,000 | | Dr. Leslie J. Rainbolt | 15,000 | — | — | — | 15,000 | | Robin Roberson | 19,500 | 20,748 | — | — | 40,248 | | Natalie Shirley | — | 49,679 | — | — | 49,679 | | Michael K. Wallace | 36,000 | — | — | — | 36,000 | | Gregory G. Wedel | — | 90,948 | — | — | 90,948 | | G. Rainey Williams, Jr. | 60,500 | 35,706 | — | 18,000(9) | 114,206 |

  36. DIRECTOR COMPENSATION

    (1) Represents the closing price of the Company’s common stock on each deferral date multiplied by the number of stock units allocated to the accounts of the respective participating directors for deferrals of fees under the Deferred Stock Compensation Plan and for additional stock units credited for the assumed reinvestment of dividends. As of December 31, 2023, each of the participating directors had the following aggregate number of stock units accumulated in their deferral accounts: F. Ford Drummond – 3,038; Joseph Ford – 4,860; Joe R. Goyne – 357; Bill G. Lance – 2,438; Dave R. Lopez – 461; Tom H. McCasland, III – 21,850; Robin Roberson – 1,831; Natalie Shirley – 8,740; Gregory G. Wedel – 11,009; and G. Rainey Williams, Jr. – 5,591. (2) Represents the aggregate grant date fair value for awards of stock options granted during fiscal 2023, computed in accordance with ASC 718. These amounts reflect the grant date fair value, and do not represent the actual value that may be realized. As of December 31, 2023, each director had the following number of options outstanding: F. Ford Drummond – 20,000; Joseph Ford – 3,048; Mautra Staley Jones – 10,000; Bill G. Lance – 10,000; Dave R. Lopez – 8,000; Natalie Shirley – 20,000; and Gregory G. Wedel – 16,000. (3) William O. Johnstone passed away in February 2024. (4) Frank Keating did not stand for re-election at the Annual Meeting held May 25, 2023. (5) Mr. Rainbolt received a fee for serving as Chairman Emeritus of the Board until the Annual Meeting held May 25, 2023, at which he did not stand for re-election. (6) Includes deferrals of fees for serving as a Community Director. (7) Includes deferrals of fees for serving as a Pegasus Director. (8) Includes deferrals of fees for serving as a Community Director and deferred fees for serving on BancFirst’s Senior Trust Committee. (9) Consists of payments for serving on BancFirst’s Senior Trust Committee.

  37. Directors and Officers

    Directors and Officers As of March 28, 2024, the directors and executive officers of the Company as a group (25 persons, including certain executive officers of BancFirst), beneficially owned 11,009,522 shares of the Company’s common stock (33.40% of the total shares outstanding at that date), excluding 163,007 shares represented by options exercisable within 60 days. It is the intent of the directors and executive officers to vote these shares (i) FOR the election of the 17 nominees named herein as directors of the Company; (ii) FOR the amendment of the BancFirst Corporation Directors' Deferred Stock Compensation Plan; (iii) FOR the ratification of FORVIS, LLP as the Company’s independent registered public accounting firm; and; (iv) FOR the approval of the compensation for the named executive officers. The following table sets forth as of March 28, 2024 the number of shares of common stock owned by (i) each director of the Company, (ii) each nominee for director, (iii) the named executive officers listed in the Summary Compensation Table, and (iv) all directors and executive officers of the Company as a group, together with the percentage of outstanding common stock owned by each. The number of shares of common stock outstanding for each listed person includes any shares the individual has the right to acquire within 60 days after March 28, 2024. For purposes of calculating each person’s or group’s percentage ownership, stock options exercisable within 60 days are included for that person or group, but not for the stock ownership of any other person or group.

  38. Directors and Officers

    | Name | Amount of Beneficial Ownership | | Percent of Class | | Scott Copeland | 15,824 | (1) | * | | F. Ford Drummond | 26,000 | (2) | * | | Joseph Ford | 3,048 | (3) | * | | Joe R. Goyne | 11,035 | (4) | * | | David R. Harlow | 32,797 | (5) | * | | Mautra Staley Jones | 5,285 | (6) | * | | Bill G. Lance | 10,400 | (7) | * | | Kevin Lawrence | 44,501 | (8) | * | | Dave R. Lopez | 5,000 | (9) | * | | William Scott Martin | 331,904 | (10) | 1.01% | | Tom H. McCasland, III | 222,514 | (11) | * | | David E. Rainbolt | 5,096,264 | (12) | 15.46% | | Dr. Leslie J. Rainbolt | 5,004,000 | (13) | 15.18% | | Robin Roberson | — | — | * | | Darryl W. Schmidt | 77,687 | (14) | * | | Natalie Shirley | 26,000 | (15) | * | | Michael K. Wallace | 11,400 | (16) | * | | Gregory G. Wedel | 22,000 | (17) | * | | G. Rainey Williams, Jr. | 64,600 | | * | | All directors and executive officers as a group (25 persons) | 11,172,529 | | 33.89% | | * Percent of class is less than 1% | | | |

  39. Directors and Officers

    | (1) Includes 15,824 shares held by the Retirement Plans for the accounts of Mr. Copeland. | | (2) Includes 20,000 shares Mr. Drummond has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (3) Consists of shares Mr. Ford has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (4) Includes 435 shares held by the ESOP for the account of Mr. Goyne and 5,000 shares Mr. Goyne has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (5) Includes 9,547 shares held by the Retirement Plans for the accounts of Mr. Harlow and 16,250 shares Mr. Harlow has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (6) Includes 5,000 shares Ms. Jones has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (7) Includes 10,000 shares Mr. Lance has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (8) Includes 1,792 shares held by the ESOP for the account of Mr. Lawrence and 32,709 shares Mr. Lawrence has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (9) Consists of shares Mr. Lopez has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (10) Mr. Martin has a $9.0 million loan with First Bank, in which 331,904 shares of the Company’s stock is pledged to this note. | | (11) Includes 6,844 shares held directly by Mr. McCasland’s wife and 215,670 shares held by three trusts of which Mr. McCasland is the trustee. | | (12) Includes 5,000,000 shares held by BF Bank Partners LP, a family partnership of which Mr. Rainbolt is the managing partner, and 72,264 shares held by the Retirement Plans for the accounts of Mr. Rainbolt. | | (13) Includes 5,000,000 shares held by Main Street Banking Partners, LP, a family partnership of which Dr. Rainbolt is the managing partner. |

  40. Directors and Officers

    | (14) Includes 7,632 shares held by the ESOP for the account of Mr. Schmidt and 16,250 shares Mr. Schmidt has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (15) Includes 20,000 shares Ms. Shirley has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. | | (16) Includes 3,400 shares held by three trusts of which Mr. Wallace is the trustee. | | (17) Includes 16,000 shares Mr. Wedel has the right to acquire upon the exercise of options exercisable within 60 days after March 28, 2024. |