G. Rainey Williams, Jr.
BANCFIRST CORP /OK/About G. Rainey Williams, Jr.
Independent director of BancFirst Corporation since 2003 (age 64), Williams is President of Marco Holding Corporation (a private investment partnership) since 1988. His core credentials on the BANF board are in investments, law, and real estate; he also serves on BancFirst’s Senior Trust Committee. He is affirmed independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| American Trailer Works (private) | Director | Until sale in 2016 | Board service until company sale |
| YMCA Retirement Fund | Past Chairman, Board of Trustees | Not specified | Fiduciary leadership of pension fund |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Marco Holding Corporation (private investment partnership) | President | 1988–present | Principal operating role |
| Various not-for-profit and privately-owned for-profit companies | Board member | Not specified | Multiple NGO/private boards (not public) |
No current public company directorships are disclosed for Williams.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board has affirmatively determined Williams is independent under NASDAQ standards |
| Committee Assignments (2024 activity) | Chairman: Compensation; Chairman: Independent Directors’ Committee; Chairman: Board Issues Committee |
| Lead Independent Director | Served as Lead Independent Director in 2024 (chairs Independent Directors’ executive sessions) |
| Key Committee Meeting Counts (FY2024) | Compensation (1), Independent Directors (1), Board Issues (2) |
| Attendance | Each current director attended ≥75% of Board and applicable committee meetings in 2024 |
| Annual Meeting Attendance | All then-current directors except Joseph Ford and Robin Roberson attended the prior annual meeting (Williams attended) |
| Nominating Function | Independent Directors’ Committee serves as the Board’s nominating committee |
Governance structure notes: The Independent Directors’ Committee (which Williams chairs) meets in executive session and oversees nominations; this centralizes significant governance influence with the Lead Independent Director and committee chair.
Fixed Compensation
Director fee framework (2024): $1,500/month for BANF Board; $1,500/month for BancFirst bank Board; $1,500/month for Audit members; $5,000/quarter for Audit Chair; $1,500/meeting for Compensation Committee; $1,500/meeting for Information Security Committee; $12,500/quarter to the Lead Independent Director; initial RSU grants under the 2023 RSU Plan may be made at appointment.
Williams’ director compensation (last two fiscal years):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Earned or Paid in Cash | — | $60,500 |
| Stock Awards (DSUs/RSUs) | $35,706 | $36,881 |
| All Other Compensation | $18,000 (Senior Trust Committee payments) | $18,000 (Senior Trust Committee payments) |
| Total | $114,206 | $115,381 |
Notes: “Stock Awards” primarily reflect deferrals into stock units under the Directors’ Deferred Stock Compensation Plan; “All Other” reflects compensation for service on BancFirst’s Senior Trust Committee.
Performance Compensation
Directors do not have performance-based incentive pay; no performance metrics are used for director compensation.
| Component | Metrics Used | Payout Basis |
|---|---|---|
| Director compensation | None disclosed (fixed retainers, meeting fees, DSU deferrals, occasional RSUs at appointment) | Not performance-conditioned |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Public company boards (current) | None disclosed for Williams |
| Compensation Committee interlocks | None; Williams (Chair), Drummond, J. Ford served; no insider participation/interlocks reported |
Expertise & Qualifications
- Board skill matrix: Investments, Law, Real Estate.
- Background: Long-tenured private investment leader (Marco Holding), trust oversight experience (Senior Trust Committee), prior pension fund chairmanship (YMCA Retirement Fund).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 64,600 shares |
| Percent of Class | “*” (less than 1% as disclosed) |
| Shares Outstanding (for context) | 33,241,564 (as of Mar 31, 2025) |
| Approx. Ownership % | ≈0.19% (64,600 / 33,241,564) derived from disclosed figures |
| Options Outstanding | Not disclosed for Williams (options listed for other directors; Williams not listed) |
| Director Deferred Stock Units | 5,973 stock units accumulated as of 12/31/2024 |
| Pledging/Hedging | Company prohibits hedging and short-swing trading; it does not prohibit pledging; no pledging disclosed for Williams |
Governance Assessment
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Strengths
- Independence and leadership: Lead Independent Director (2024) and chair of Compensation, Independent Directors, and Board Issues—positions central to pay oversight, nominations, and board effectiveness.
- Engagement: Met attendance thresholds; attended the annual meeting.
- Alignment: Utilizes the Directors’ Deferred Stock Compensation Plan (5,973 stock units as of 12/31/2024), indicating long-term equity exposure alongside 64,600 owned shares.
-
Watch items / potential red flags
- Ownership policy: Company has no stock ownership guidelines for directors or executives—can weaken alignment signals versus peers.
- Pledging policy: Company does not prohibit pledging; although no pledging is disclosed for Williams, the policy itself is a governance risk factor.
- Committee cadence: Compensation and Independent Directors’ Committees each met once in FY2024; investors may seek more frequent cycles for compensation/nominating oversight during dynamic periods.
-
Related-party exposure
- The company reports ordinary-course loans to certain directors/executives/affiliates on market terms, with no problem classifications; no Williams-specific related-party transactions disclosed.
-
Shareholder sentiment context
- Say-on-Pay support was 99% in 2024, which can reflect broader investor confidence in compensation governance (though focused on executives, not directors).
Overall, Williams presents as a highly engaged, independent governance leader with deep investment and fiduciary experience. Primary governance concern is the absence of director ownership guidelines amid a permissive pledging policy at the company level; nonetheless, his own equity ownership and DSU accumulation provide alignment signals.