Darryl W. Schmidt
BANCFIRST CORP /OK/About Darryl W. Schmidt
- President and CEO of BancFirst (principal bank subsidiary) since May 2017; previously Chief Credit Officer (2002–2015) and held a dual role as CCO and Director of Community Banking (2007–2015). Age 62; director of BancFirst Corporation since 2017 and director of BancFirst since 2003 .
- Pay-for-performance: Annual bonus tied to BancFirst-level budgeted net income, classified assets to capital, and branch internal audit scores; Schmidt achieved maximum payout factors in 2023 and 2024, indicating consistent target attainment at the bank level .
- Company performance context (2024): Net income $216.4m; diluted EPS $6.44; 5-year TSR index value 208.74 (vs. 128.85 peer group) with compensation “actually paid” generally aligned with TSR and earnings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BancFirst | Chief Credit Officer | 2002–2015 | Led enterprise credit risk; later combined with Director of Community Banking to expand market execution and controls . |
| BancFirst | Chief Credit Officer and Director of Community Banking (dual) | 2007–2015 | Oversaw credit and community banking execution; roles later separated . |
| BancFirst | President and CEO | 2017–Present | CEO of principal bank; met bonus targets based on profitability, risk, and audit metrics in 2023–2024 . |
External Roles
- Not disclosed beyond service as director of BancFirst (subsidiary) and BancFirst Corporation .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 635,000 | 666,500 | 700,000 |
| Performance-based Incentive Pay (cash) | 158,750 | 166,625 | 175,000 |
| Option/Stock Awards | — | — | — |
| Non-qualified Deferred Compensation Earnings (SERP accretion) | 51,012 | 55,800 | 60,986 |
| All Other Compensation (includes retirement plan contributions and perqs) | 29,326 | 30,735 | 33,472 |
| Total | 874,088 | 919,660 | 969,458 |
Additional fixed/benefits details:
- Retirement plan contributions (401(k)/ESOP, etc.) for Schmidt: $21,960 (2022), $24,090 (2023), $26,048 (2024) .
- Perquisites include company vehicle usage; amounts included within “All Other Compensation” (company-wide policy) .
Performance Compensation
Annual cash incentive structure and outcomes:
| Year | Metric | Weighting (max % of base) | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | Budgeted net income (BancFirst) | 11% | $177,416,000 | $191,310,000 | Max achieved (20% cash + 5% deferred) . |
| 2024 | Classified assets to capital (BancFirst) | 11% | Not disclosed due to regs (1) | Goal attained | Max achieved . |
| 2024 | Internal audit (average branch score) | 3% | 1.00–1.50 | 1.27 average | Max achieved . |
| 2023 | Budgeted pre-tax income (BancFirst) | 9% | $227,429,000 | $231,444,000 | Max achieved (20% cash + 5% deferred) |
| 2023 | Budgeted classified assets (BancFirst) | 9% | Not disclosed due to regs (1) | Goal attained | Max achieved |
| 2023 | Internal audit (average branch score) | 2% | 1.00–1.50 | 1.30 average | Max achieved |
(1) Federal/state regs prohibit disclosing exam report figures (classified assets) .
- Deferred bonus pool: 5% of base salary is deferred for 3 years with recovery conditions; Schmidt deferrals: $31,750 (2022), $33,325 (2023), $35,000 (2024); eligible for payment at end of 2025, 2026, and 2027 respectively if conditions met .
- Clawback: NASDAQ-compliant policy adopted Oct 26, 2023; allows recovery of erroneously awarded incentive comp (excludes equity that is purely time-based); recovery first applied against deferred bonus pool balances .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 31, 2025): 89,469 shares; includes 7,975 ESOP shares and 32,500 options exercisable within 60 days; percent of class: “*” (less than 1%) .
- Outstanding options (12/31/2024): 16,250 exercisable; 48,750 unexercisable; exercise price $51.30; expiration 2/28/2035; vesting 25% per year beginning 2/28/2024 through 2/28/2027 .
- Option exercises: None in 2023 and 2024 (no shares acquired; value realized $0), indicating no exercise-related selling pressure in those years .
- Ownership guidelines: The company does not have stock ownership guidelines for directors or executive officers .
- Hedging/pledging: Hedging and short-swing trading are prohibited; company does not prohibit pledging (policy-level red flag). No pledging is noted for Schmidt in ownership footnotes (a pledge is disclosed only for another director) .
Employment Terms
- No written employment agreements for named executive officers (including Schmidt) .
- Supplemental Executive Retirement Agreement (SERP): Present value $563,026 at 12/31/2024; benefit of $100,000 per year for 10 years if employed until age 65; lump-sum upon change-in-control separation or termination without cause between ages 59–65; forfeiture for violating non-compete/confidentiality .
- Severance/CIC: Apart from the SERP mechanics above, the company has no additional severance or CIC agreements for NEOs .
Board Governance
- Board service: Director of BancFirst Corporation since 2017; standing committee memberships in 2024 included Executive Committee and Information Security Committee .
- Independence: Schmidt is not listed among independent directors and is therefore non-independent .
- Attendance: Board held 12 meetings in 2024; each current director attended at least 75% of board/committee meetings .
- Board leadership: Roles separated; as of Jan 1, 2025 the Chairman is non-executive (reducing CEO/Chair dual-role concerns); the Board emphasizes independent oversight and holds executive sessions .
Director Compensation (for context)
- Director retainers/fees are paid to non-employee directors; as a management director, Schmidt’s director compensation is not listed in the non-employee director table .
Performance & Track Record
- Achievement of performance metrics: Full attainment of BancFirst-level profitability, risk, and audit objectives in 2023–2024, resulting in maximum bonus factors (20% cash + 5% deferred) each year .
- Company results (2024): Net income $216.354m; diluted EPS $6.44; NIM 3.73% (down from 3.79% in 2023) as deposit mix pressures offset higher rates/loan growth; noninterest income impacted by Durbin-related ~$10.8m debit interchange reduction .
- Shareholder returns linkage: 5-year TSR index 208.74 vs. bank peer 128.85 with “compensation actually paid” aligned to TSR and earnings in the Pay vs Performance disclosure .
Compensation Structure Analysis
- Mix: Heavy fixed (salary) plus capped annual cash incentive; equity usage limited (legacy options; RSUs emphasized for new grants but not granted to Schmidt in 2023–2024) .
- Metrics: Focused on budgeted net/pre-tax income, asset quality (classified assets to capital), and internal audit—clear operational/risk emphasis versus market TSR .
- Discretion: While goals are specific, payouts involve committee concurrence; nonetheless, disclosed tables show targets met and maximum payouts applied .
- Policy red flags: No executive/director stock ownership guidelines; pledging allowed (though not disclosed for Schmidt); both can dilute alignment optics .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 99% approval at the 2024 annual meeting (reflects strong shareholder endorsement) .
- Compensation Committee: Independent directors F. Ford Drummond, Joseph Ford, and G. Rainey Williams, Jr. (Chair); committee meets at least annually; no interlocks disclosed .
Risk Indicators & Red Flags
- Hedging policy robust, but pledging allowed (policy risk) .
- No employment contracts (potential retention risk), partially mitigated by SERP .
- Governance: CEO and Chair roles separated with a non-executive Chair as of 2025, lowering concentration-of-power risk .
- Legal proceedings: No material adverse legal matters disclosed (company level) .
Equity, Options, and Vesting Details
| Instrument | Amount | Strike/Value | Vest/Term | Notes |
|---|---|---|---|---|
| Stock options (exercisable) | 16,250 | $51.30 | Granted under legacy plan; 25%/yr starting 2/28/2024 | Expires 2/28/2035 . |
| Stock options (unexercisable) | 48,750 | $51.30 | Vest 25%/yr through 2/28/2027 | Legacy plan; not repriced . |
| RSUs | — | — | — | No 2023–2024 grants to Schmidt (RSU plan adopted 2023) . |
Ownership Snapshot (as of March 31, 2025)
| Item | Value |
|---|---|
| Beneficial shares | 89,469 (includes 7,975 ESOP) |
| Options exercisable within 60 days | 32,500 |
| Percent of class | <1% (“*”) |
| Pledging disclosure | None noted for Schmidt; company does not prohibit pledging |
Investment Implications
- Alignment: Clear linkage between Schmidt’s annual incentives and controllable bank-level profitability, asset quality, and audit outcomes; maximum payouts in 2023–2024 reflect strong operating execution. However, lack of stock ownership guidelines and permissive pledging policy are governance drawbacks from an alignment standpoint .
- Retention: No employment agreement raises retention risk; the SERP (PV $563k; $100k/yr for 10 yrs at retirement) provides a meaningful retention anchor and CIC protection (lump-sum upon qualifying events), partially mitigating contract absence .
- Selling pressure: No option exercises by Schmidt in 2023–2024; sizable unexercisable option tranche remains; near-term selling pressure appears limited based on recent Form 4-related tables in the proxy .
- Governance risk balanced by structure: The Chairman role is now non-executive, and the board has active independent oversight and executive sessions—reducing dual-role concerns while Schmidt remains a non-independent management director .
- Performance momentum: Company-level results (EPS, net income, TSR strength vs. peer index) coupled with consistent metric attainment support confidence in continued disciplined execution; watch deposit mix/NIM and Durbin impacts as ongoing headwinds .
Sources: 2025 and 2024 DEF 14A (proxy statements), Dec 20, 2024 8-K (board leadership change), and FY2024 10-K for performance context and risk disclosures .