Dennis L. Brand
BANCFIRST CORP /OK/About Dennis L. Brand
Dennis L. Brand is Vice Chairman of BancFirst Corporation and a long-serving executive officer since 1992; he is 77 years old as of March 31, 2025 and currently chairs the Company’s Executive Committee, which meets monthly and can exercise Board powers between meetings . He previously served as President and CEO of BancFirst (2005–2017), Senior Executive Vice President (from 2005), Executive Vice President & COO (2003–2004), Executive Vice President of Community Banking (1999–2003), and earlier as Regional Executive and President of BancFirst Shawnee (1992–1999) . At the company level, performance over 2020–2024 has trended positively with diluted EPS rising from $3.00 to $6.44 and net income from $99.6M to $216.4M, while TSR indexed to 2019 increased from 97.04 to 208.74, underscoring value creation during his senior leadership tenure .
Company performance indicators:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Diluted EPS ($) | 3.00 | 5.03 | 5.77 | 6.34 | 6.44 |
| Net Income ($USD Thousands) | 99,586 | 167,630 | 193,100 | 212,465 | 216,354 |
| Company TSR (Indexed to 2019=$100) | 97.04 | 119.14 | 151.45 | 170.28 | 208.74 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BancFirst Corporation | Chairman, Executive Committee | 2017–present | Chairs Executive Committee overseeing risks/strategy between Board meetings |
| BancFirst Corporation | Vice Chairman | 2013–present | Senior corporate leadership and oversight across business lines |
| BancFirst | President & CEO | 2005–2017 | Led statewide bank operations, lending and growth |
| BancFirst Corporation | Executive VP & COO | 2003–2004 | Enterprise operations leadership |
| BancFirst | Executive VP, Community Banking | 1999–2003 | Led community banking across markets |
| BancFirst Shawnee | Regional Executive & President | 1992–1999 | Market leadership and P&L responsibility |
Fixed Compensation
Brand’s specific annual amounts are not disclosed (he is not a named executive officer in recent proxies). BancFirst’s executive program structure applicable to executive officers (including the Vice Chairman) is as follows:
| Component | 2023 Program | 2024 Program | Notes |
|---|---|---|---|
| Eligibility | All executive officers eligible for annual performance-based incentive pay | All executive officers eligible for annual performance-based incentive pay | Company-wide program |
| Max cash incentive (% of base) | 10–20% of base salary | 10–25% of base salary | Determined annually by CEOs and approved by Compensation Committee |
| Bonus timing | Paid in December for the fiscal year | Paid in December for the fiscal year | — |
| Deferred bonus pool for NEOs (% of base) | Additional 5% deferred for NEOs only | Additional 5% deferred for NEOs only | Deferred 3 years, subject to restatement/behavior conditions |
| Employment agreements | No written employment arrangements for any executive officer | No written employment arrangements for any executive officer | At-will framework |
Performance Compensation
Executive incentive metrics for Company-level leaders emphasize profitability, asset quality, and internal controls. In 2024, for executives with company-wide responsibility, the following metric targets and payouts were set and fully attained (illustrative of program mechanics):
| Metric | Weight (% of base) | 2024 Target | 2024 Actual | Payout Status |
|---|---|---|---|---|
| Budgeted Net Income (BancFirst Corporation) | 11% | $195,418,000 | $216,354,000 | Full payout at weight |
| Classified Assets to Capital | 11% | Not disclosed (regulatory confidentiality) | Attained (regulatory confidentiality) | Full payout at weight |
| Internal Audit Average Score | 3% | 1 to 1.50 | 1.49 | Full payout at weight |
In 2023, weights were 9%, 9%, and 2%, respectively; targets and actuals were fully met at the company level (illustrative of the program) .
Equity long-term incentives:
- RSU Plan (approved in 2023) vests 20% annually beginning two years from grant (5 years total); RSUs settle at each vest date .
- Legacy Employee Stock Option Plan options outstanding remain per existing terms; vest 25% per year beginning four years from grant; the plan was replaced by RSUs effective June 1, 2023 .
Equity Ownership & Alignment
| Item | As of Date | Amount |
|---|---|---|
| BANF shares outstanding | March 31, 2023 | 32,899,493 |
| Dennis L. Brand beneficial ownership (total shares) | March 31, 2023 | 38,184 (includes 6,184 held via Retirement Plans) |
- Derived ownership percentage: approximately 0.12% of shares outstanding (38,184 ÷ 32,899,493), based on the disclosed figures .
- Stock ownership guidelines: The Company does not have stock ownership guidelines for directors or executive officers .
- Hedging/pledging: Hedging transactions are prohibited for directors, officers and employees; pledging of Company equity is not prohibited .
- Insider trading policy restricts trading on material nonpublic information and short-swing transactions within six months .
Employment Terms
- No written employment agreement for Brand or other executive officers; executives are at-will with compensation set by CEOs and reviewed/approved by the Compensation Committee .
- Severance and change-of-control: Only certain executives (Harlow, Schmidt, Copeland) have Supplemental Executive Retirement Agreements with change-of-control provisions; no such agreement is disclosed for Brand .
- Clawback policy: Adopted October 26, 2023 to comply with NASDAQ rules; requires recovery/forfeiture of erroneously awarded incentive compensation for current/former executive officers over the prior three years if a restatement occurs; equity grants like options/RSUs are not counted as “incentive-based compensation” under this policy .
- Perquisites: Company-owned automobiles (for some NEOs), club memberships/cell phones, and business use of Company aircraft (personal use charged at $650/hour plus pilot expenses); perquisite specifics for Brand are not disclosed .
Investment Implications
- Alignment: Brand’s long tenure, Executive Committee chairmanship, and historical leadership roles suggest strong operational influence; however, absence of a personal employment contract and no disclosed SERP/change-in-control agreement limits guaranteed payouts and aligns incentives with ongoing performance .
- Incentive levers: Executive cash incentive design emphasizes profitability (budgeted net income), asset quality (classified assets), and internal control strength (audit scores), with maximum payout ranges increased to 25% in 2024—indicating focus on disciplined growth and risk management .
- Ownership and trading signals: Brand holds a modest equity stake (~0.12%), with corporate policies prohibiting hedging but allowing pledging; no pledging by Brand is disclosed, and Company say-on-pay support remains very strong (99% in 2024), reducing governance friction risk .