D. Jay Hannah

About D. Jay Hannah

D. Jay Hannah is Executive Vice President and Chief Communications Officer at BancFirst, age 69, and has served as an executive officer since 1984, indicating deep institutional tenure and influence in corporate communications and senior management governance . He participates in the company’s Executive Committee and Information Security Committee, reflecting involvement in strategic decisions and cybersecurity oversight . Company performance context over the last five years shows strong TSR outperformance and improving net income and diluted EPS, aligning executive incentives with shareholder outcomes .

Past Roles

External Roles

No external public company directorships or external roles are disclosed for D. Jay Hannah in the proxy statements. Skip if not disclosed.

Fixed Compensation

• Structure: Executive compensation is heavily weighted toward fixed salaries, supplemented by broad-based benefits (401(k) match, ESOP contributions, health/dental, life and disability) and limited perquisites (company automobiles for some executives, club memberships, cell phone reimbursement, business-only aircraft usage with personal use fully charged if allowed) .
• Employment arrangements: The company does not have written employment agreements with executive officers; no general severance plans are disclosed beyond specific SERP arrangements for identified NEOs .
• Governance safeguards: Clawback policy adopted in October 2023 covers recovery of erroneously awarded incentive compensation following restatements, with recovery first against the deferred bonus pool; equity awards are time-based and not considered “incentive-based” under this policy .

Performance Compensation

Executive incentive design and metrics:

• Annual performance-based incentive pay range: 10%–25% of base salary for executive officers (raised from 10%–20% in 2023) .
• Deferred Bonus Pool: 5% of base salary deferred for three years subject to compliance and no restatements; payout conditions governed by the Compensation Committee .
• Key performance metrics used for executives with enterprise-wide responsibilities: budgeted net income, classified assets to capital, and internal audit ratings. Individual executives with administrative functions may have subjective, role-specific objectives .

2024 example of company-wide metrics and payout framework (illustrative of the program used for enterprise-responsible executives):

Equity awards and vesting:

• RSUs: Under the 2023 RSU Plan, RSUs vest beginning two years from grant at 20% per year for five years; settled at each vest date; plan effective June 1, 2023 .
• Options: Legacy Employee Plan options typically vest 25% per year beginning four years from grant; plan terminated June 1, 2023, with outstanding options remaining under existing terms .

Equity Ownership & Alignment

Insider reporting and trading signals:

• A late Form 3 was filed for D. Jay Hannah on February 28, 2023 (due January 13, 2023), and a late Form 4 was filed on February 19, 2024 (due February 14, 2024), indicating isolated compliance lapses rather than persistent patterns; no pledging by Hannah is disclosed .

Employment Terms

Performance & Company Outcomes (Context)

Board Governance (Committee Participation)

• Executive Committee: Officer member, monthly meetings with authority during intervals between Board meetings .
• Information Security Committee: Officer member, quarterly oversight of cybersecurity risk .
• Sustainability Committee: Not listed as a member; committee includes directors and other officers .

Risk Indicators & Red Flags

• Insider reporting: Isolated late Section 16 filings in 2023 and 2024 for Hannah suggest process risk, but not necessarily trading signals .
• Pledging: Company policy does not prohibit pledging, representing potential alignment risk in general; no pledging disclosed for Hannah .
• Say-on-Pay support: 99% approval in 2024 indicates broad shareholder alignment with executive compensation design .
• Related party/loans: Insider loans follow Regulation O; no adverse classifications disclosed; unrelated to Hannah specifically .

Compensation Structure Analysis

• Year-over-year incentive mix: Maximum annual incentive opportunity increased from 20% to 25% of base in 2024–2025, modestly increasing variable pay potential versus 2023’s 10%–20% range .
• Equity program shift: Transition from stock options to RSUs in 2023 reduces risk (time-based vesting) and potential dilution compared to legacy options; awards remain modest vs peers per company commentary .
• Clawback enhancements: Adoption of NASDAQ-aligned clawback policy in Oct 2023 strengthens pay-for-performance accountability for incentive compensation .
• Ownership policy gap: Absence of stock ownership guidelines and permitted pledging creates an alignment gap relative to best practices .

Investment Implications

• Retention risk appears low given Hannah’s 40+ year tenure and ongoing committee roles, though the absence of employment/severance agreements implies at-will status without guaranteed protection .
• Alignment is mixed: strong company TSR and earnings trajectory, clawback adoption, and risk-controlled RSU vesting support alignment; however, lack of ownership guidelines and permitted pledging are governance gaps to monitor .
• Trading signals: No disclosed selling pressure or pledging by Hannah; isolated late Section 16 filings warrant monitoring of reporting controls rather than signaling directional trades .
• Overall: Management incentives tied to net income, asset quality, and audit rigor, plus increased variable pay ceiling, suggest continued focus on earnings quality and risk management—supportive of value creation for shareholders .