Gregory G. Wedel
BANCFIRST CORP /OK/About Gregory G. Wedel
Gregory G. Wedel (age 64) has served on the BancFirst Corporation (BANF) board since 2014. He is Managing Partner of Wedel, Rahill & Associates, CPAs, PLC (since 1984), began his career at Peat Marwick (now KPMG), and is designated by the board as an Audit Committee financial expert; he is affirmatively determined to be an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedel, Rahill & Associates, CPAs, PLC | Managing Partner | 1984–present | Leads accounting practice; member of AICPA and Oklahoma Society of CPAs |
| Peat Marwick (now KPMG) | Public Accountant (early career) | Not disclosed | Foundational audit/accounting experience |
| Oklahoma City Community Bank | Director and Credit Committee member | 2000–2014 | Credit oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various regional, privately-owned companies | Director | Not disclosed | Private company boards; no public company directorships disclosed |
Board Governance
- Committee assignments and chair roles (2024 activity): Audit Committee Chair; member, Independent Directors’ Committee; member, Board Issues Committee .
- Independence: Board affirmatively determined Wedel is independent; independent directors meet in executive session at least annually (lead independent director: G. Rainey Williams, Jr.) .
- Attendance and engagement: Board held 12 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings; all directors except Joseph Ford and Robin Roberson attended the prior annual meeting (Wedel not among exceptions) .
- Skills and expertise: Board skills matrix lists Wedel’s top skills as Accounting/Finance, Investments, and Real Estate .
- Audit Committee leadership: The board designated Wedel as the Audit Committee financial expert; Audit Committee met monthly and issued its report to include oversight of internal controls and auditor independence .
Fixed Compensation
| Element | Amount/Frequency | Notes |
|---|---|---|
| Board retainer (non-employee director) | $1,500 per month | All non-employee directors |
| BancFirst bank board retainer | $1,500 per month | All non-employee directors |
| Audit Committee member fee | $1,500 per month | Committee members |
| Audit Committee chair fee | $5,000 per quarter | Additional stipend to chair (Wedel) |
| Compensation Committee meeting fee | $1,500 per meeting | Members only |
| Information Security Committee meeting fee | $1,500 per meeting | Members only |
| Lead Independent Director stipend | $12,500 per quarter | Paid to lead independent director (not Wedel) |
| Reimbursements | As incurred | Travel/meeting expense reimbursements |
Director cash paid/earned (2024): Wedel’s disclosed “Earned or Paid in Cash” was “—”, indicating full deferral of cash fees (see Deferred Stock Compensation Plan below) .
Performance Compensation
| Plan/Instrument | Terms | Performance Conditions | Cliff/Installment Schedule | Notes |
|---|---|---|---|---|
| Deferred Stock Compensation Plan (director cash deferral into stock units) | Directors may defer up to 100% of Board fees into stock units credited at market price; dividend-equivalent stock units accrue; distributed upon termination of service | None | Distributed on termination | Stock awards in the director table reflect these deferrals; Wedel accumulated 11,990 stock units as of 12/31/2024 |
| Director RSU Plan (2023 RSU Plan) | RSUs vest beginning two years from grant at 20% per year for five years; settled at each vest date | None | 20% annually years 2–6 from grant | Directors receive RSUs at initial appointment/election as determined |
| Legacy Non-Employee Directors’ Stock Options | Options vest 25% per year beginning 4 years from grant; expire ≤15 years; plan terminated 6/1/2023 (existing awards remain) | None | 25% annually years 4–7 from grant | Wedel had 16,000 options outstanding as of 12/31/2024 |
Director equity/deferrals (2024):
- Stock awards (deferred stock units value allocated during 2024): $93,707 (no cash paid); aggregate stock units in account: 11,990 .
- Options outstanding (director legacy plan): 16,000 .
Policy overlays:
- Recovery (clawback) policy applies to erroneously awarded executive incentive compensation; equity awards like RSUs are not covered by this recovery policy and vest purely on service time .
- Anti-hedging: Hedging of company stock is prohibited for directors; pledging is permitted by policy (risk consideration noted below) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Wedel |
| Private/non-profit boards | Serves on boards of regional, privately-owned companies (not named) |
| Compensation Committee interlocks (company-level) | No interlocks or insider participation disclosed among Compensation Committee members (Wedel is not on Compensation Committee) |
Expertise & Qualifications
- Audit and finance: Managing partner of a CPA firm; Board-designated Audit Committee financial expert .
- Industry/credit: Prior service on a bank board and credit committee (2000–2014) .
- Board skills matrix: Accounting/Finance, Investments, Real Estate .
- Professional affiliations: AICPA; Oklahoma Society of CPAs .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 22,000 shares | <1% of class |
| Options exercisable within 60 days | 16,000 shares | Included in beneficial ownership |
| Estimated common shares excluding options | 6,000 shares | Derived from table disclosure (22,000 total – 16,000 options) |
| Accumulated stock units (deferred comp) | 11,990 units | As of 12/31/2024 |
| Pledging/Hedging | Hedging prohibited; pledging permitted by policy (no individual pledging disclosure for Wedel) |
Governance Assessment
-
Strengths and positive signals
- Independent director with deep audit/accounting credentials; designated Audit Committee financial expert; chairs the Audit Committee—supports robust financial reporting oversight .
- Active committee engagement (Audit Chair; Independent Directors’ Committee; Board Issues Committee) and board attendance ≥75%; prior annual meeting attendance (not among the two absentees) .
- Strong ownership alignment: full deferral of director cash fees in 2024 into stock units ($93,707), plus accumulated stock units (11,990) and legacy options (16,000) .
- Clear anti-hedging policy for directors; independent executive sessions led by Lead Independent Director enhance board oversight .
-
Risks and monitoring points
- Company permits pledging of equity; while no pledging is disclosed for Wedel, allowance is a structural risk for alignment in general .
- Banking standard related-party credit: Company extends loans to directors/officers in ordinary course under Regulation O; none are problematic by classification, but ongoing monitoring is warranted for conflicts (no Wedel-specific transactions disclosed) .
- No director stock ownership guideline: Company has no stock ownership guidelines for directors or executives; alignment currently relies on voluntary deferrals and legacy options .
Overall, Wedel’s profile—long-tenured independent director, Audit Committee chair and financial expert with significant fee deferrals into equity—supports investor confidence in board oversight of financial reporting and risk. Structural governance policies (pledging permitted; lack of ownership guidelines) warrant continued scrutiny, though current disclosures do not indicate Wedel-specific red flags .
Appendix: Director Compensation (2024, disclosed totals)
| Name | Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Gregory G. Wedel | — | 93,707 | — | 93,707 |
Appendix: Committees and Meetings (2024)
| Committee | Membership (Wedel) | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Chair | 12 | Monthly cadence; auditor independence/internal controls oversight; Wedel designated financial expert |
| Independent Directors’ Committee | Member | 1 | Executive sessions; nominating function; led by Lead Independent Director |
| Board Issues Committee | Member | 2 | Board composition/assessment/education and compensation recommendations |
| Board of Directors | Director | 12 board meetings | Each director ≥75% attendance; prior annual meeting attendance (Wedel not among absentees) |