BANCFIRST CORP (BANF)
Sector: Financials
2026 Annual Meeting Analysis
BANCFIRST CORP · Meeting: May 28, 2026
Directors FOR
16
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 17 Directors
Against Analysis
Dr. Rainbolt is the sister of David E. Rainbolt, the Chairman of the Board, which is a direct familial relationship to the company's top executive; under the voting policy, a director with a familial relationship to senior management — especially the Chairman/founder — warrants a negative vote due to proximity concerns about independent judgment.
For Analysis
Director since 2011 with relevant legal and banking experience; BANF's 3-year return of 37.8% trails QABA (community bank benchmark) by only 12.0 percentage points, well below the 65-point threshold required to trigger a negative vote for strong-positive TSR companies; no overboarding, attendance, or independence concerns.
Director since 2017 with business management experience; TSR gap versus QABA is -12.0pp, far below the 65pp trigger threshold; no attendance, overboarding, or independence concerns.
CEO and director since 2017 with deep banking experience; as an executive director he is subject to the same TSR test — the 3-year gap versus QABA is -12.0pp, well below the 65pp trigger; no overboarding or attendance concerns flagged (Information Security attendance noted at 50% but that single committee does not trigger the <75% overall board/committee attendance rule based on disclosed information).
Director since 2024, within the 24-month exemption window from the TSR trigger; brings entrepreneurship and finance skills relevant to a community bank; no independence or overboarding concerns.
Director since 2021 with education and finance background; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2018 with government affairs and corporate governance experience; TSR gap versus QABA is -12.0pp, far below the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2013 (with prior service 2005-2011) with executive management and government affairs experience; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2018 with banking and investment experience; TSR gap versus QABA is -12.0pp, far below the 65pp trigger; no overboarding or independence concerns.
Director since 2005 with extensive energy and banking experience; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
Chairman and director since 1984 with deep banking and finance expertise; as an executive director he is subject to the TSR test — the 3-year gap versus QABA is -12.0pp, well below the 65pp trigger; while he has a familial relationship with Dr. Leslie J. Rainbolt (his sister), David Rainbolt is classified as non-independent and does not serve on audit or compensation committees, so no independence concern is triggered.
Director since 2017 with technology and entrepreneurship experience relevant to a modern community bank; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
CEO of BancFirst and director since 2017 with extensive banking experience; as an executive director he is subject to the TSR test — the 3-year gap versus QABA is -12.0pp, well below the 65pp trigger; no overboarding or attendance concerns.
Director since 2013 with governance, legal, and education experience; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2007 with real estate and small business experience; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2014, CPA and Audit Committee Chairman with clear financial expertise satisfying the SEC's audit committee financial expert requirement; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance or overboarding concerns.
Director since 2003 with investment and legal experience serving as Compensation Committee Chairman and Lead Independent Director; TSR gap versus QABA is -12.0pp, well below the 65pp trigger; no attendance, overboarding, or independence concerns.
The 17-director slate is broadly supported. BancFirst's 3-year price return of 37.8% falls 12 percentage points below the QABA community bank benchmark, which is far below the 65-point trigger threshold applicable to companies with strong positive absolute returns — so no TSR-based votes against are warranted. One director, Dr. Leslie J. Rainbolt, receives a negative vote solely because she is the sister of Chairman David E. Rainbolt, creating a familial relationship to the company's top executive that the policy treats as a governance concern. All other directors pass the policy screens on TSR, qualifications, independence, attendance, and overboarding.
Say on Pay
✓ FORCEO
David R. Harlow
Total Comp
$1,007,628
Prior Support
99%%
CEO David R. Harlow received total compensation of $1,007,628 in 2025, which is modest for a CEO of a $3.7 billion market-cap community bank and well within benchmark expectations for his title and sector. The compensation structure is heavily weighted toward fixed salary — base salary of $725,000 represents approximately 72% of total compensation — which exceeds the policy's 40% fixed-pay guideline and is a yellow flag; however, the Compensation Committee explicitly acknowledges this philosophy and the overall pay level is low enough that it does not raise aggregate overpayment concerns. The company received 99% shareholder support on Say on Pay in 2025, a clawback policy is in place, and actual financial performance (net income of $240.6 million versus a budget of $218.0 million) supports the incentive payments made, so on balance a FOR vote is appropriate.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$1,134,874
Non-Audit Fees
$0
Forvis Mazars charged $1,134,874 in audit fees for 2025 with zero non-audit fees, so the non-audit ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted; Forvis Mazars is a large national firm appropriate for a $3.7 billion market-cap company.
Overall Assessment
BancFirst's 2026 annual meeting ballot is straightforward with three standard proposals. The director slate receives broad support with one exception — Dr. Leslie J. Rainbolt receives a negative vote due to her familial relationship (sister) to Chairman David E. Rainbolt; all other directors pass TSR, attendance, qualifications, and independence screens. The auditor ratification and Say on Pay votes are both clean FOR recommendations, supported by zero non-audit fees and modest, performance-linked CEO compensation at a level appropriate for the company's size.