Bill G. Lance
BANCFIRST CORP /OK/About Bill G. Lance
Independent director of BancFirst Corporation (BANF); age 60; joined the BANF Board in 2018 (7 years of service as of the 2025 proxy). Currently Secretary of State for the Chickasaw Nation; previously served as Secretary of Commerce from 2009–2022 overseeing all commercial enterprises of the Nation. Board skill matrix highlights corporate governance, government affairs, and healthcare expertise. The Board affirmatively determined Lance is independent under NASDAQ standards, and all current directors attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chickasaw Nation | Secretary of Commerce | 2009–2022 | Managed all commercial enterprises of the Nation; executive management and public service credentials cited by BANF as Board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chickasaw Nation | Secretary of State | Current (as of Mar 31, 2025) | Senior government role; governance/public affairs expertise |
Board Governance
- Independence: The Board determined Lance is independent under NASDAQ listing standards.
- Committees: Audit Committee Member; Independent Directors’ Committee Member.
- Meetings/attendance: Board met 12 times; Audit met 12 times; Independent Directors met once; each current director attended at least 75% of Board and applicable committee meetings.
- Annual meeting attendance: All then-current directors except Joseph Ford and Robin Roberson attended prior annual meeting; Lance not listed among exceptions.
- Lead independent director & executive sessions: Lead Independent Director was G. Rainey Williams, Jr.; independent directors meet at least annually in executive session.
- Board skills matrix: Lance’s top skills are Corporate Governance, Government Affairs, Healthcare.
Fixed Compensation
- Cash retainer structure for non-employee directors (2024):
- $1,500 per month (Company Board)
- $1,500 per month (BancFirst bank Board)
- $1,500 per month (Audit Committee member); Audit Chair +$5,000 per quarter
- $1,500 per meeting (Compensation Committee); $1,500 per meeting (Information Security Committee)
- $12,500 per quarter (Lead Independent Director)
- Lance’s actual director compensation (FY 2024): $18,000 cash; $40,483 stock awards (Deferred Stock Compensation Plan units); total $58,483.
| Component | Amount/Policy | Source |
|---|---|---|
| Company Board retainer (monthly) | $1,500 | |
| BancFirst bank Board retainer (monthly) | $1,500 | |
| Audit Committee retainer (member, monthly) | $1,500 | |
| Audit Chair premium (quarterly) | $5,000 | |
| Compensation Committee fee (per meeting) | $1,500 | |
| Information Security Committee fee (per meeting) | $1,500 | |
| Lead Independent Director premium (quarterly) | $12,500 | |
| Bill G. Lance — Earned/Paid in Cash (2024) | $18,000 | |
| Bill G. Lance — Stock Awards (2024) | $40,483 | |
| Bill G. Lance — Total (2024) | $58,483 |
Performance Compensation
- RSU program for directors: At initial appointment/election, a grant may be provided; RSUs vest beginning two years after grant at 20% per year for five years; settled at each vesting date; grant size determined by Executive Committee and approved by Compensation Committee.
- Deferred Stock Compensation Plan: Non-employee directors may defer up to 100% of Board fees into stock units; Lance had 2,854 stock units accumulated as of Dec 31, 2024.
- Performance metrics: No performance conditions on director RSUs; vesting is time-based.
| Instrument | Grant/Units | Vesting | 2024 Value | Notes |
|---|---|---|---|---|
| Deferred Stock Compensation Plan units (Lance) | 2,854 units (aggregate as of 12/31/2024) | N/A (distribution on termination or plan end per elections) | $40,483 credited in 2024 | Stock awards reflect deferrals at prevailing prices and dividend-equivalent unit credits |
| RSUs (director program) | Granted at initial appointment (number set by Executive Committee) | 20% per year starting two years post-grant, over 5 years | N/A for 2024 (no disclosure of Lance grant year/value) | Time-based vesting; no performance metrics |
Other Directorships & Interlocks
- Public company boards: None disclosed for Lance.
- Private/nonprofit/academic boards: Not disclosed for Lance (others have such roles, but none indicated for Lance).
- Potential interlocks: Lance’s senior role with Chickasaw Nation is external to BANF; no shared directorships with BANF competitors/suppliers/customers disclosed.
| Company/Organization | Board Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed for Lance |
Expertise & Qualifications
- Executive management and public service experience through senior roles at the Chickasaw Nation.
- Board skills: Corporate Governance, Government Affairs, Healthcare.
- BANF cites Lance’s executive management/public service/civic involvement as qualifications to serve.
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Common shares (beneficial ownership, incl. exercisable options within 60 days) | 10,400 | Includes 10,000 shares obtainable via options exercisable within 60 days as of Mar 31, 2025; <1% of class |
| Director options outstanding | 10,000 | Options outstanding as of Dec 31, 2024; non-employee directors’ plan terminated in 2023—legacy options continue under original terms |
| Deferred stock units (director fee deferrals) | 2,854 | Aggregate units in Lance’s deferral account as of Dec 31, 2024 |
| Shares pledged as collateral | Not disclosed for Lance | Pledging permitted by company policy; one other director disclosed pledging, but not Lance |
| Ownership guidelines | None for directors/executives | Company does not have stock ownership guidelines for directors or executive officers |
| Anti-hedging policy | Hedging prohibited | Applies to all directors, officers, employees; pledging is permitted |
Governance Assessment
- Board effectiveness: Lance is independent, regularly engaged via Audit and Independent Directors’ committees; Board and committee meeting cadence (Audit monthly) supports robust oversight. Attendance above 75% suggests adequate engagement.
- Audit committee quality: All members independent; committee chaired by Gregory G. Wedel (audit committee financial expert); William Scott Martin designated banking industry expert—strong technical oversight environment.
- Alignment and incentives: Lance’s compensation is primarily fixed cash retainers for Board/Committee service, plus equity alignment via deferred stock units; director RSUs are time-based (no performance conditions). Absence of formal ownership guidelines and allowance of pledging are mild governance drawbacks, though no pledges are disclosed for Lance.
- Conflicts and related-party exposure: BANF discloses ordinary-course lending to directors/officers under Regulation O with normal terms; no Lance-specific related-party transactions disclosed. The company requires Audit Committee approval for transactions involving directors/officers.
- Shareholder feedback: Say-on-Pay support was strong (99% approval at 2024 meeting), indicating overall investor confidence in compensation governance; while focused on executives, it signals broad governance health.
RED FLAGS:
- Company permits pledging of company stock (policy-level issue), but no pledge disclosed for Lance.
- No stock ownership guidelines for directors/executives (limits formal alignment requirements).
Positive signals:
- Clear independence determination; committed committee service on Audit.
- Strong shareholder Say-on-Pay support (99% in 2024).
- No related-party transactions disclosed specific to Lance.