BOK FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 21, 2024
Contents
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE ("PVP")
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.
| 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% |
(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:
| 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 |
Average Non-PEO NEO Summary Compensation Table to CAP Reconciliation:
| 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 |
(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.
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.
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
Supplemental Graphs
- Total Shareholder Return: Company versus Performance Peer Group
The Company's four-year cumulative Total Shareholder Return ("TSR") is shown in comparison to the KBW Regional Banking Index.
- Compensation Actually Paid versus Total Shareholder Return
Below is a graph depicting the relationship between Compensation Actually Paid and Total Shareholder Return ("TSR").
- Compensation Actually Paid versus Net Income
Below is a graph depicting the relationship between Compensation Actually Paid and Company Net Income.
- Compensation Actually Paid versus Company Selected Measure
Below is a graph depicting the relationship between Compensation Actually Paid and Earnings Per Share ("EPS").
- 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.