F. Ford Drummond
About F. Ford Drummond
Independent director since 2011 (age 62), Owner/Operator of Drummond Ranch (Pawhuska, OK); former General Counsel of BMI‑Health Plans (1998–2008). External governance roles include Allianz Funds Board of Trustees (since 2005), service on the Oklahoma Water Resources Board (2006–2017), and prior bank directorship at The Cleveland Bank (1998–2012). Core skills cited in BANF’s director matrix: Agriculture, Investments, and Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMI‑Health Plans | General Counsel | 1998–2008 | Legal leadership, healthcare benefits oversight |
| The Cleveland Bank | Director | 1998–2012 | Community banking governance |
| Drummond Ranch | Owner/Operator | Current | Agriculture operations and investment management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allianz Funds (NY) | Board of Trustees | Since 2005 | Registered investment company oversight |
| Oklahoma Water Resources Board | Board Member | 2006–2017 | State regulatory board governance |
Board Governance
- Independence: Affirmatively determined independent under NASDAQ standards .
- Board tenure: First elected 2011 .
- Attendance: Board held 12 meetings in FY2024; all current directors attended ≥75% of Board and applicable committee meetings .
- Executive sessions: Independent Directors’ Committee meets at least annually; chaired by Lead Independent Director (G. Rainey Williams, Jr.) .
- Board leadership: CEO and Chair roles separated, with periodic reassessment of structure .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 1 |
| Independent Directors’ Committee | Member | 1 |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 |
|---|---|---|
| Earned/Paid in Cash | $19,500 | $19,500 |
| Stock Awards (incl. Deferred Stock Units credit) | $23,880 | $24,602 |
| Option Awards | $0 | $0 |
| All Other Compensation (Senior Trust Committee) | $18,000 | $18,000 |
| Total | $61,380 | $62,102 |
- Director pay program elements: Monthly retainers for Company Board and BancFirst Board; Audit Committee monthly; Compensation/Information Security per meeting; Lead Independent Director quarterly; initial RSU grants for non‑employee directors; elective Deferred Stock Compensation Plan to defer cash fees into stock units .
Performance Compensation
- No performance‑based metrics or bonuses disclosed for non‑employee director compensation; equity awards (RSUs) vest time‑based starting two years from grant (20% per year over five years) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed (Allianz Funds is a mutual fund board) |
| Compensation Committee interlocks | None; committee members (Drummond, Joseph Ford, G. Rainey Williams, Jr.) had no relationships requiring disclosure; no reciprocal comp committee interlocks with other companies |
| Lead Independent Director | G. Rainey Williams, Jr. |
Expertise & Qualifications
- Top skills: Agriculture, Investments, Law .
- Legal and healthcare benefits expertise (BMI‑Health Plans GC) .
- Banking governance experience (The Cleveland Bank; committee service at BANF) .
Equity Ownership
| Ownership Detail | As of Mar 28, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 26,000 (incl. 20,000 options) | 16,000 (incl. 10,000 options) |
| Percent of class | <1% | <1% |
| Director stock units (Deferred Stock Compensation Plan) | 3,038 units (12/31/2023) | 3,293 units (12/31/2024) |
| Options outstanding (director plan legacy) | 20,000 options (aggregate) | 20,000 options (aggregate) |
Policies affecting alignment:
- Anti‑hedging: Hedging prohibited for directors/officers/employees .
- Pledging: Not prohibited by company policy (alignment risk) .
- RSU Plan mechanics: RSUs vest over five years, time‑based (no performance conditions) .
Governance Assessment
- Strengths: Independent status; consistent committee participation (Compensation, Independent Directors); attendance ≥75%; clear anti‑hedging policy; regular independent executive sessions; say‑on‑pay support remained strong (99% in 2024; annual advisory vote planned) .
- Alignment: Material portion of director fees are deferred into stock units; RSU program provides ongoing equity exposure; Drummond holds director stock units and vested options, though percent ownership remains <1% .
- Potential conflicts/related‑party exposure: Company reports routine lending to directors on market terms; no adverse features; no Drummond‑specific related‑party transactions disclosed; Drummond received $18,000 for service on BancFirst’s Senior Trust Committee (board‑level trust oversight) .
- RED FLAGS: Company permits pledging; while no pledging disclosed for Drummond, broader policy can weaken alignment; monitor for future pledging or any related‑party transactions .
Overall, Drummond’s governance profile reflects independence, steady committee engagement, and equity‑linked compensation via deferrals/RSUs. The principal monitoring items are BANF’s permissive pledging policy and any future related‑party transactions; current disclosures show none specific to Drummond and routine director loans on market terms .