David E. Rainbolt

About David E. Rainbolt

David E. Rainbolt (age 69) is Chairman of the Board of BancFirst Corporation and BancFirst, having transitioned from Executive Chairman to a non‑executive Chairman effective January 1, 2025; he previously served as President & CEO (1992–2017) and EVP & CFO (1984–1991) of BancFirst Corporation . He has served on BancFirst’s board since 1984 and is also a director of OGE Energy Corp. (public company) . The company’s skills matrix identifies his core credentials as Accounting/Finance, Corporate Governance, and Government Affairs .

Past Roles

External Roles

Board Governance

• Independence: Rainbolt is not classified as independent; the Board affirmatively identified other directors as independent (list excludes Rainbolt) .
• Board service and attendance: Board held 12 meetings in fiscal 2024; each current director attended ≥75% of Board and applicable committee meetings .
• Leadership structure: CEO and Chairman roles separated; Chairman leads Board oversight while CEO manages operations .
• Executive sessions: Independent Directors’ Committee meets at least annually in executive session; led by the Lead Independent Director (G. Rainey Williams, Jr.) .
• Committee assignments (2024): Executive Committee—Member; Board Issues Committee—Member; no Audit or Compensation Committee membership .
• Committee meeting cadence (2024): Executive (16), Audit (12), Compensation (1), Independent Directors (1), Board Issues (2), Information Security (4), Sustainability (2) .

Fixed Compensation

Multi-year summary for Rainbolt (Executive Chairman in 2022–2024; transitioned to non‑executive Chairman 1/1/2025):

2024 cash vs deferred bonus detail:

Director fee context (non‑employee directors): Standard cash retainers and committee fees (e.g., $1,500/month for Board and BancFirst Board; $1,500/meeting for Compensation Committee; Audit Chair $5,000/quarter; Lead Independent Director $12,500/quarter), plus RSUs at initial appointment; Rainbolt’s compensation is reported as an executive, not under non‑employee director fees .

Performance Compensation

Annual incentive metrics and outcomes for 2024 (max 25% of base salary; Rainbolt received the maximum—20% cash + 5% deferred):

Deferred Bonus Pool conditions (3-year deferral): payment contingent on no material restatement, no material disclosure error, and no gross negligence/misconduct; clawback policy adopted Oct 26, 2023 applies to incentive compensation for Section 16 officers (equity awards excluded; RSUs vest solely with service) .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Accounting/Finance; Corporate Governance; Government Affairs .
• Board qualifications: Significant banking leadership, acquisitions, and corporate finance experience; long-standing knowledge of Oklahoma markets .

Equity Ownership

Additional alignment and policy notes:

• No stock ownership guidelines for directors or executive officers; Chairman recommended no additional stock awards for himself given his significant ownership .
• Anti‑hedging policy prohibits hedging and short‑swing trading; pledging of company equity is not prohibited by policy (company‑wide) .
• Rainbolt has no outstanding stock options or RSUs per year‑end 2024 disclosures .

Governance Assessment

• Strengths
  • Separation of Chairman and CEO roles with formal risk oversight and active committee cadence; Lead Independent Director chairs executive sessions .
  • High Say‑on‑Pay support (99% in 2024), indicating strong shareholder endorsement of pay practices .
  • Clearly articulated incentive metrics (net income, classified assets to capital, internal audit) with documented attainment; presence of clawback/recovery policy and deferred bonus design .
  • Significant insider ownership by Rainbolt aligns interests with shareholders .
• RED FLAGS / Watch items
  • Independence: Rainbolt is not independent; continues to exercise substantial influence as non‑executive Chairman and 15% owner; he may be deemed a “parent” of the Company under the Securities Act due to position and equity ownership .
  • Related‑party exposure: Son employed by company’s insurance agency subsidiary with $514,114 total 2024 compensation; aircraft jointly owned by BancFirst and an entity affiliated with Rainbolt (personal use charged at $650/hour plus pilot expenses) .
  • Policy gap: Company permits pledging of equity securities (anti‑hedging in place, but pledging not prohibited); no director/executive stock ownership guidelines—both can weaken alignment controls despite Rainbolt’s large ownership .
  • Committee roles: Rainbolt participates in Executive and Board Issues Committees (governance influence), but not on Audit/Compensation, which mitigates direct pay/financial oversight conflicts .
• Engagement/Attendance
  • Board met 12 times in 2024; all directors met ≥75% attendance; two directors missed the prior annual meeting, not including Rainbolt .

Overall, Rainbolt’s deep institutional knowledge and significant ownership are strong alignment signals, but his non‑independent status, family employment, and affiliated aircraft arrangement warrant ongoing monitoring for related‑party risk and Board independence optics .