BOK FINANCIAL CORP (BOKF)
Sector: Financials
2026 Annual Meeting Analysis
BOK FINANCIAL CORP · Meeting: May 5, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Armstrong has served since 2013 with relevant energy sector and public company experience; BOKF's 3-year price return of +47.3% outperforms QABA by +13.9pp, well below the 65pp threshold required to trigger an against vote, and no other policy flags apply.
Bangert has served since 2018 with deep financial services and banking industry experience; BOKF's strong positive TSR outperforms QABA and no other policy flags apply.
Coffey has served since 2018 with extensive investment management, finance, and accounting expertise; BOKF's TSR outperforms QABA and he serves on the audit committee with clear financial credentials, so no policy flags apply.
Craft has served since 2007 with strong corporate leadership and public company experience; BOKF's TSR outperforms QABA and no other policy flags apply.
Griffin has served since 2003 with significant corporate management expertise in the Oklahoma City and Tulsa markets; BOKF's TSR outperforms QABA and no other policy flags apply.
Joullian has served since 1995 and is the designated audit committee financial expert with accounting expertise and oil and gas industry experience; BOKF's TSR outperforms QABA and no other policy flags apply.
Kaiser has served since 1990 as majority shareholder and Chairman with four decades of executive leadership; BOKF's TSR outperforms QABA and, while Kaiser chairs executive sessions rather than serving on audit or compensation committees independently, no overboarding or other disqualifying flags apply.
Kymes has served as a director since 2021 and as President and CEO since January 2022; BOKF's 3-year price return of +47.3% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +13.9pp, far below the 65pp threshold needed to trigger an against vote for a strongly positive absolute TSR, so the TSR trigger does not apply.
Malcolm has served since 2002 with extensive energy sector and public company executive management experience; BOKF's TSR outperforms QABA and he serves on the audit committee with relevant financial oversight background, so no policy flags apply.
Richards has served since 2008 with diverse private equity and distribution industry experience; BOKF's TSR outperforms QABA and no other policy flags apply.
San Pedro has served since 2019 with finance, accounting, and public company executive management experience; BOKF's TSR outperforms QABA and she serves on the audit committee with clear financial credentials, so no policy flags apply.
Shrum joined in 2024 and is exempt from the TSR trigger as she has served fewer than 24 months; her leadership and health sciences background provide relevant oversight experience.
Turpen has served since 2011 with legal and public service expertise; BOKF's TSR outperforms QABA and no other policy flags apply.
Waldo joined in 2025 and is exempt from the TSR trigger as he has served fewer than 24 months; his energy industry and private investment experience provides relevant oversight capability.
Washington-Jones has served since 2020 with economic development, banking regulation, and community banking expertise; BOKF's TSR outperforms QABA and no other policy flags apply.
All 15 director nominees receive a FOR vote determination. BOKF's 3-year price return of +47.3% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark by +13.9pp, well below the 65pp threshold required to trigger an against vote when absolute TSR is strongly positive. No directors are overboarded, no attendance failures are disclosed for the full-year board members, no non-independent directors serve on the audit committee, and no familial relationships among directors or executives are disclosed. Two recently appointed directors (Shrum and Waldo) are exempt from the TSR trigger due to tenure under 24 months.
Say on Pay
✓ FORCEO
Stacy C. Kymes
Total Comp
$5,235,181
Prior Support
N/A
CEO Stacy Kymes received total compensation of approximately $5.24 million in 2025, which is reasonable for the CEO of a $7.6 billion regional bank. The pay program is structured appropriately, with the CEO's long-term incentive being 100% performance-based (tied to multi-year earnings growth relative to peer banks) and his annual incentive heavily weighted toward relative earnings-per-share performance (80% of the annual bonus target), ensuring that most of his pay depends on how BOK Financial performs versus competitors rather than being guaranteed. BOKF's 3-year stock return of +47.3% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) by +13.9pp, confirming that above-benchmark incentive pay is supported by genuine shareholder outperformance, and the company maintains a clawback policy and meaningful stock ownership requirements, so no policy triggers for a no vote are present.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
36 yrs
Audit Fees
$3,498,173
Non-Audit Fees
$2,193,045
Ernst & Young has audited BOK Financial since October 1990, giving it a tenure of approximately 36 years — well above the 25-year threshold that raises concerns about auditor independence and whether the firm is willing to challenge management decisions after such a long relationship. Additionally, non-audit fees paid to EY in 2025 totaled approximately $2.19 million (combining audit-related fees of $711,437, tax fees of $15,864, and other fees of $1,465,744), compared to audit fees of $3.50 million, putting the non-audit ratio at approximately 63% — above the 50% ceiling that signals the auditor's non-audit business relationship has grown large enough to raise independence concerns. Either trigger alone would warrant a no vote, and both are present here.
Overall Assessment
BOK Financial's 2026 annual meeting presents three standard proposals: director elections, auditor ratification, and an advisory compensation vote. All 15 director nominees receive a FOR vote determination based on solid stock performance versus QABA and no disqualifying governance flags, and the CEO pay program warrants a FOR vote given its strong performance-linkage and BOKF's outperformance of the QABA benchmark; however, the auditor ratification receives an AGAINST vote because Ernst & Young's 36-year tenure far exceeds the 25-year independence threshold and non-audit fees represent approximately 63% of audit fees, both of which are independent triggers for concern.