David R. Harlow

About David R. Harlow

David R. Harlow (age 62) is President and Chief Executive Officer of BancFirst Corporation, a role he has held since May 2017; he joined the company in 1999 and has served as a director since 2014 . Company performance disclosures show cumulative total shareholder return (TSR) equating to a $208.74 value of an initial $100 investment by year-end 2024, alongside 2024 net income of $216.4 million and diluted EPS of $6.44 . The company identifies budgeted net income, classified assets to capital, and internal audit ratings as the most important performance measures linking pay and performance for 2024 .

Past Roles

External Roles

• No external public-company directorships or committee roles are disclosed for Harlow in the proxy biography; service is internal to BANF as a director since 2014 .

Board Governance

• Board service: Director since 2014 .
• Committee roles (2024): Executive Committee member; Information Security Committee member; Sustainability Committee member .
• Board leadership: CEO and Chair roles are separated (company practice prefers separation but bylaws allow flexibility) .
• Attendance: Board held 12 meetings; each current director attended at least 75% of Board and applicable committee meetings in 2024 .
• Independence context: Harlow is an executive director; oversight is supported by the Independent Directors’ Committee and independent Compensation Committee .

Fixed Compensation

Notes:

• Perquisites in “All Other Compensation” include company vehicle, club memberships/cell phone reimbursements; personal aircraft use is generally not permitted and, if any, is charged to the individual at $650 per flight hour plus pilot expenses; the aircraft is jointly owned with an entity affiliated with Executive Chairman emeritus David E. Rainbolt .

Performance Compensation

Totals (per Summary Compensation Table):

• Performance-based incentive pay: $158,750 (2022), $166,625 (2023), $175,000 (2024) .
• Deferred bonus credited within the incentive: $31,750 (2022), $33,325 (2023), $35,000 (2024) .
• Compensation Committee identifies the most important measures linking compensation and performance as budgeted net income, classified assets to capital, and internal audit ratings .

Compensation structure comments:

• Short-term incentives are capped at 25% of base for CEOs, with explicit risk and audit metrics; long-term equity grants shifted to RSUs in 2023 plan design, but Harlow did not receive RSUs in 2024 (the CFO did) .

Equity Ownership & Alignment

Insider-selling setup:

• Options are deep in-the-money relative to 12/31/2024 price reference of $117.18, with staged vesting through 2027—potentially creating periodic liquidity windows; Harlow did not exercise options in 2024 .

Employment Terms

• Employment agreements: The company has no written employment arrangements with any named executive officer (i.e., no standard severance multiple, no guaranteed term) .
• SERP (Supplemental Executive Retirement Agreement): Present value $568,058 at 12/31/2024 with 25.3 credited years; pays $100,000 per year for 10 years if employed until age 65; lump-sum payout upon separation following change in control or termination without cause between ages 59–65; forfeiture for violating non-compete/confidentiality .
• Deferred Bonus Pool: 5% of base salary deferred each year; eligible to cash-settle at the end of year three contingent on no restatements, disclosure errors, or misconduct; 2024 contribution for Harlow: $35,000, eligible at end of 2027 .
• Clawback (recoupment) policy: Three-year lookback upon material restatement; recovers excess incentive compensation (before tax), with recovery first against Deferred Bonus Pool; equity grants (options/RSUs) not “incentive-based” for this policy .
• Perquisites and policies: Company car and certain memberships; aircraft personal use charged if any; insider trading and anti-hedging policies enforced .

Performance & Track Record

Governance and compensation signals:

• Advisory “say-on-pay” approved with 99% of votes cast in 2024 .
• Compensation Committee members are independent; Chairman recommends CEO pay but does not participate in Committee deliberations regarding his own pay .

Related Party Transactions and Policies

• Reg O/Related persons: Ordinary-course lending to directors/executives governed by policy and Audit Committee oversight; loans to related persons reported as on market terms with normal risk; no Harlow-specific related-party transactions disclosed .
• Other related-party: Disclosure notes compensation for a Rainbolt family member at an affiliate; oversight via policy and committee governance .

Compensation Committee Framework

• Committee members: F. Ford Drummond, Joseph Ford, G. Rainey Williams, Jr. (Chairman) – all independent under NASDAQ/SEC standards .
• Philosophy: Competitive base, capped short-term incentive (10–25% of base) tied to profitability, risk, and audit metrics; long-term alignment through equity programs and retirement/benefit plans; 2024 structure maintained following strong say‑on‑pay support .

Say‑on‑Pay & Shareholder Feedback

• 2024 advisory vote approval: 99% in favor; no program changes deemed warranted following review .

Compensation Structure Analysis

• Mix and risk: CEO cash bonus max 25% of base (actual was maximum in 2022–2024), signaling limited variable upside vs peers but high consistency; equity leverage remains primarily via legacy in‑the‑money options; no 2024 RSU or option grant to Harlow .
• Policy quality: Clawback in place; anti‑hedging policy; pledging not prohibited (potential governance red flag, though no Harlow pledges are disclosed) .
• Plan evolution: Option plan sunset in 2023 and replaced by RSU plan; no repricing in prior 12 months (reduces option-related governance risk) .

Director Compensation (Context for dual roles)

• As an employee director, Harlow’s compensation is reported under executive compensation; director retainers/fees apply to non‑employee directors (not summarized here) .

Equity Ownership & Alignment (detail table)

Employment & Contracts

Investment Implications

• Alignment: Strong multi‑year TSR outperformance vs bank peers aligns with “compensation actually paid,” and incentives directly emphasize net income, asset quality, and audit rigor—supportive for capital discipline and credit risk management .
• Selling pressure: Deep in‑the‑money options vest annually through 2027 (strike $51.30 vs $117.18 reference on 12/31/2024) could create periodic liquidity windows; however, Harlow did not exercise in 2024 .
• Retention and risk: Absence of an employment agreement is offset by (i) long tenure, (ii) SERP benefits with change‑in‑control/termination protections, and (iii) a deferred bonus component subject to clawback‑like conditions—moderating retention risk while maintaining accountability .
• Governance watch‑items: Pledging is not prohibited (policy-level red flag); dual role as CEO/director is mitigated by a separate Chair, independent committees, and an Independent Directors’ Committee; sustained 99% say‑on‑pay support reduces near‑term comp‑governance pressure .