Dave R. Lopez
BANCFIRST CORP /OK/About Dave R. Lopez
Independent director with deep public-sector and telecom operating experience; age 73. Served as Oklahoma Secretary of State (Mar 2017–Mar 2018), prior roles include Secretary of Commerce & Tourism (2012–2013) and Executive Director, Oklahoma Department of Commerce (2011–2012); earlier, held officer positions at SBC Communications/AT&T including President of SBC’s Oklahoma and Texas operations (1979–2001). NACD Board Leadership Fellow; first elected to BANF board in 2013 and previously served 2005–2011 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Oklahoma | Secretary of State | Mar 2017–Mar 2018 | Senior statewide governance role; public policy, administrative oversight |
| State of Oklahoma | Secretary of Commerce & Tourism | 2012–2013 | Economic development policy and commerce oversight |
| Oklahoma Department of Commerce | Executive Director | 2011–2012 | Led state economic development agency operations |
| SBC Communications (now AT&T) | President, Oklahoma and Texas operations; other officer roles | 1979–2001 | Large-scale telecom P&L, multi-state operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DL Dynamics, LLC | Controlling Manager | Current | Private LLC; current occupation listed in director slate |
| NACD | Board Leadership Fellow | Ongoing | Formal director education and governance credentials |
Board Governance
- Independence: Affirmatively determined independent (NASDAQ standards) .
- Committee assignments (2024): Independent Directors’ Committee member only; not on Audit, Compensation, Board Issues, Information Security, or Sustainability .
- Attendance: Board held 12 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings. Lopez attended the prior annual meeting (exceptions named did not include Lopez) .
- Lead Independent Director: G. Rainey Williams, Jr.; Independent Directors’ Committee meets at least annually in executive session .
- Board diversity/skills: Lopez skills matrix—Government Affairs, Economic Development, Corporate Governance (2025); previously Government Affairs, Corporate Governance, Public Relations/Marketing (2024) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board retainer (non-employee director) | $1,500 per month | BANF board |
| BancFirst subsidiary board retainer | $1,500 per month | Subsidiary board service |
| Audit Committee retainer | $1,500 per month | If member (Lopez is not) |
| Audit Chair retainer | $5,000 per quarter | Chair only (Lopez is not) |
| Compensation Committee fee | $1,500 per meeting | If member (Lopez is not) |
| Information Security Committee fee | $1,500 per meeting | If member (Lopez is not) |
| Lead Independent Director fee | $12,500 per quarter | Lead independent only (Lopez is not) |
| Expense reimbursement | Actuals | Standard director practice |
Performance Compensation
| Component | Grant details | Metrics/vesting |
|---|---|---|
| Director RSU grants | Granted at initial appointment/election; number set by Executive Committee and approved by Compensation Committee | RSUs vest starting two years from grant at 20% per year for five years; no performance conditions . Lopez’s current-year director “stock awards” reflect DSU deferrals, not performance RSUs . |
| Deferred Stock Compensation Plan (DSU) | Directors may defer up to 100% of fees into stock units; credited at market price on deferral date and for dividend equivalents | Paid in common stock upon termination or plan termination; no performance metrics . |
No performance metrics tied to director pay are disclosed; director compensation is primarily fixed retainers and elective fee deferrals into DSUs .
Director Compensation (Lopez)
| Metric | 2023 | 2024 |
|---|---|---|
| Earned or Paid in Cash ($) | $31,500 | $31,500 |
| Stock Awards ($) (DSU credits) | $5,193 | $5,332 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $36,693 | $36,832 |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Lopez; not part of BANF Compensation Committee interlocks . |
Expertise & Qualifications
- Government affairs and economic development leadership across state agencies; valuable for regional banking franchise relationships and policy navigation .
- Senior telecom operating experience (AT&T/SBC) across multi-state markets; operational and commercial acumen .
- NACD Board Leadership Fellow; ongoing governance education .
- Skills matrix: Government Affairs, Economic Development, Corporate Governance (2025); earlier Government Affairs, Corporate Governance, PR/Marketing (2024) .
Equity Ownership
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 5,000 (all options exercisable within 60 days) | — | 4,000 (all options exercisable within 60 days) |
| Percent of class | <1% | — | <1% |
| Director options outstanding | 8,000 | 4,000 | — |
| DSU units in deferral account | 461 | 516 | — |
Company policy prohibits hedging but permits pledging; no pledging of Lopez’s shares is disclosed. No director/executive loans or related-party transactions involving Lopez are disclosed beyond ordinary-course lending to directors under Regulation O .
Governance Assessment
- Independence and engagement: Lopez is independent and attends at least 75% of Board/committee meetings; he attended the prior annual meeting, supporting investor confidence in engagement .
- Committee influence: Serves on the Independent Directors’ Committee only; lacks Audit/Compensation committee exposure, limiting direct oversight influence on financial reporting or pay—neutral to mildly negative for board effectiveness signal .
- Pay structure: Director pay is modest and primarily fixed cash retainers with optional DSU deferrals; no performance-based director pay, consistent with banking governance norms .
- Ownership alignment: Lopez has de minimis ownership (all via options within 60 days) and small DSU balance; BANF has no stock ownership guidelines for directors/executives—a governance weakness for alignment. RED FLAG: absence of ownership guidelines may reduce long-term alignment, though common in smaller banks .
- Policy controls: Anti-hedging policy applies to directors; clawback policy applies to executive incentive comp (not directors). Company permits pledging—policy RED FLAG—but Lopez has no disclosed pledging .
- Conflicts/related party: No Lopez-related related-party transactions disclosed; Compensation Committee interlocks exclude Lopez—positive signal .
Overall: Lopez brings relevant government/operating expertise and is independent/engaged. Key governance watch-outs are BANF’s lack of director ownership guidelines and allowance of pledging (policy-level issue), while Lopez’s limited committee footprint focuses his influence on nominations/independents rather than audit/compensation oversight .