Dr. Leslie J. Rainbolt
BANCFIRST CORP /OK/About Dr. Leslie J. Rainbolt
Independent director of BancFirst Corporation; age 67; first elected to the BANF board in 2023. Background includes an M.D. from the University of Oklahoma College of Medicine and an M.B.A. from Thunderbird School of Global Management, with career experience teaching and practicing Pediatric Dermatology at the OU Health Sciences Center since 1994 (full-time then volunteer faculty). She is a private investor and the sister of Chairman David E. Rainbolt, indicating a familial relationship with company leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oklahoma Health Sciences Center, Department of Dermatology | Pediatric Dermatology faculty (full-time then volunteer) | Since 1994 | Teaching/practice; pediatric dermatology specialization |
| University of Oklahoma Board of Regents | Regent | 2006–2020 | Governance oversight of OU system |
| BancFirst Corporation (BANF) | Director | First elected 2023 | Board oversight; no standing committee assignments disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various nonprofit and professional organizations | Board member | Ongoing | Specific organizations not named in proxy |
| Private investor | Investor | Ongoing | Personal capital management |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not listed among independent directors; familial relationship with Chairman noted (sister of David E. Rainbolt) |
| Committees | None listed (no membership in Executive, Audit, Compensation, Independent Directors, Board Issues, Information Security, Sustainability) |
| Skills (Board matrix) | Healthcare; Education; Corporate Governance |
| Year first elected | 2023 |
| Board/Committee attendance | All directors attended ≥75% of board and applicable committee meetings in 2024 |
| Annual meeting attendance | Attended the previous annual meeting (exceptions were Joseph Ford and Robin Roberson) |
| Lead Independent Director | G. Rainey Williams, Jr. (chairs Compensation, Independent Directors, and Board Issues) |
Fixed Compensation
| BANF Non‑Employee Director Fee Schedule (2024) | Amount |
|---|---|
| Board retainer (BANF) | $1,500 per month |
| BancFirst Bank Board retainer | $1,500 per month |
| Audit Committee member | $1,500 per month; Chair receives additional $5,000 per quarter |
| Compensation Committee member | $1,500 per meeting |
| Information Security Committee member | $1,500 per meeting |
| Lead Independent Director | $12,500 per quarter |
| Initial equity grant | RSUs at initial appointment/election; standard RSU vesting 20% per year starting two years from grant |
| Dr. Leslie J. Rainbolt – 2024 Director Compensation | Amount ($) |
|---|---|
| Earned or Paid in Cash | $3,000 |
| Stock Awards (Deferred stock units credits) | $33,214 |
| Option Awards | — |
| All Other Compensation | — |
| Total | $36,214 |
| Aggregate stock units in deferral account (as of 12/31/2024) | 336 units |
Performance Compensation
| Component | Detail |
|---|---|
| Performance‑based pay (directors) | None disclosed; non‑employee director pay consists of retainers/fees and time‑vested RSUs (no performance metrics tied to director compensation) |
| RSU vesting (plan terms) | RSUs vest 20% per year beginning two years from grant; settled at each vesting date |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/academic boards | OU Board of Regents (2006–2020); additional nonprofit/professional boards (unspecified) |
| Interlocks/relationships | Sister of Chairman David E. Rainbolt; David also serves on OGE Energy Corp. board (public company) |
Expertise & Qualifications
| Education | Institution | Degree/Focus |
|---|---|---|
| Medicine | University of Oklahoma College of Medicine | M.D.; Pediatric Dermatology practice/teaching since 1994 |
| Business | Thunderbird School of Global Management | M.B.A. |
| Board Skills (Matrix) | Detail |
|---|---|
| Healthcare | Clinical and governance context in healthcare settings |
| Education | Higher education oversight; academic governance |
| Corporate Governance | Board governance and policy familiarity |
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (BANF common) | 4,914,000 shares |
| Ownership as % of shares outstanding | 14.78% (33,241,564 shares outstanding as of 3/31/2025) |
| Ownership structure | Includes 4,910,000 shares held by Main Street Banking Partners, LP; Dr. Rainbolt is managing partner and David E. Rainbolt is co‑managing partner |
| Deferred stock units (director plan) | 336 units accumulated (as of 12/31/2024) |
| Options outstanding | None listed for Dr. Rainbolt (several directors have legacy options; not Dr. Rainbolt) |
| Shares pledged as collateral | Not disclosed; company policy does not prohibit pledging |
| Stock ownership guidelines (directors) | None (company does not have director/executive ownership guidelines) |
Governance Assessment
- Independence and potential conflicts: Dr. Rainbolt is not classified as independent and is the sister of the Chairman, creating familial proximity to control; she is also a 14.78% beneficial owner via a family partnership she manages, with her brother co‑managing—heightening perceived influence and potential related‑party proximity. RED FLAG.
- Committee engagement: No standing committee memberships or chair roles are disclosed, limiting direct influence on audit/compensation/nomination processes; this both reduces committee‑level conflict exposure and may limit governance contributions.
- Attendance/engagement: Board‑level engagement meets baseline (≥75% attendance) and she attended the annual meeting, supporting minimum engagement expectations.
- Compensation alignment: Low cash fees ($3,000) and use of deferred stock units ($33,214) indicate equity linkage; however, director equity is time‑vested, not performance‑based.
- Ownership policy and pledging risk: The company prohibits hedging but does not prohibit pledging, which—combined with very large personal/family holdings—represents an alignment risk if any pledging were to occur. RED FLAG (policy design).
- Related‑party transactions oversight: Bank‑standard loans to directors/executives/affiliates are in ordinary course and on market terms; disclosed related‑party employment compensation involves the Chairman’s son (not Dr. Leslie Rainbolt). No specific related‑party transactions disclosed for Dr. Rainbolt.
- Board structure: Majority independent board with an active Lead Independent Director and independent oversight committees (Audit/Comp/Independents), partly mitigating non‑independent influences from control shareholders.
Overall, Dr. Rainbolt brings healthcare and education governance expertise but is non‑independent and a major shareholder with family control ties; monitor for any pledging/discretionary equity changes and committee role changes, and review related‑party disclosures annually for evolving exposure.