Hannah Andrus
BANCFIRST CORP /OK/About Hannah Andrus
Hannah Andrus is Executive Vice President, Chief Financial Officer and Treasurer of BancFirst Corporation, appointed effective May 8, 2024 after joining the company on March 20, 2024. She is 39 as of March 31, 2025, and previously served as Assurance Senior Manager at Ernst & Young LLP; she holds a Master of Science in Accounting and a Bachelor of Business Administration from Southern Methodist University and is a CPA . Company performance tied to executive incentives has been robust: 2024 net income was $216,354k, diluted EPS $6.44, and TSR indexed value 208.74 versus 128.85 for NASDAQ bank peers, supporting maximum annual incentive payout decisions for NEOs in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Manager, Assurance Services | Prior to 2024; at least 5 years preceding employment with BANF | Led assurance engagements; relevant to CFO responsibilities and controls rigor |
External Roles
No external public company directorships or outside board positions disclosed for Ms. Andrus. She serves internally on BancFirst’s Sustainability Committee as an officer member .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Approved Base Salary | $275,000 | Approved at appointment (effective May 8, 2024) |
| Actual Salary Paid | $214,712 | Partial year due to March 20 start |
| Target Annual Incentive | 25% of base | Set by Compensation Committee at appointment |
Performance Compensation
| Incentive Element | Metric(s) | Weighting | Target | Actual | Vesting/Deferral |
|---|---|---|---|---|---|
| Annual cash incentive (CFO) | Integrity/timeliness of financial & regulatory reporting; monitor financial performance vs budget; tax credit investments oversight; finance/org structure; budgeting/forecasting; capital plan; overall financial performance | Not disclosed | 25% of base | 20% cash of base; plus 5% deferred bonus eligible for payment end of 2027 | 5% of base deferred to 2027, subject to clawback conditions |
Restricted Stock Units (RSUs)
| Grant Date | Units | Grant-Date Fair Value ($) | Vesting Start | Vesting Cadence | Settlement |
|---|---|---|---|---|---|
| 2024-03-29 | 4,000 | 352,120 | 2026-03-29 | 20% per year for 5 years (800 units/yr) | RSUs settled and distributed at each vesting date |
Vesting Schedule (units)
| 2026-03-29 | 2027-03-29 | 2028-03-29 | 2029-03-29 | 2030-03-29 |
|---|---|---|---|---|
| 800 | 800 | 800 | 800 | 800 |
Notes:
- Option exercises in 2024: none for Ms. Andrus .
- Outstanding unvested stock awards at 12/31/2024: 4,000 RSUs; market value $468,720 (based on $117.18 closing price on 12/31/2024) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 36 shares, held via Retirement Plans; <1% of class |
| Vested vs unvested | Unvested RSUs: 4,000 at 12/31/2024; options: none |
| Stock ownership guidelines | Company has no stock ownership guidelines for directors or executive officers |
| Hedging/pledging | Hedging prohibited; short-swing trading prohibited; pledging is not prohibited by policy |
| Insider trading compliance | No delinquent Section 16(a) reporting noted for Ms. Andrus in 2024; late filings disclosed for other insiders only |
Employment Terms
| Item | Detail |
|---|---|
| Start date | Joined March 20, 2024; CFO effective May 8, 2024 |
| Title | Executive Vice President, Chief Financial Officer and Treasurer |
| Base/bonus terms | Base $275,000; target annual incentive 25% |
| Equity | 4,000 RSUs granted 3/29/2024 under 2023 RSU Plan |
| Employment agreement | Company does not have written employment arrangements with named executive officers |
| Severance/change-of-control | No severance or CoC arrangements disclosed for Ms. Andrus; SERP benefits apply only to other NEOs (Harlow, Schmidt, Copeland) |
| Clawback | Recovery policy adopted 10/26/2023; applies to incentive compensation (excludes RSUs/options); recovery first against Deferred Bonus Pool; three-year lookback upon restatement |
| Non-compete/non-solicit | Not disclosed for Ms. Andrus |
| Deferred bonus pool | 5% of base salary deferred; eligible for payment at end of third year if conditions met (no restatement, no disclosure errors, no misconduct) |
Performance & Track Record
Company-level performance relevant to incentive decisions and alignment:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Thousands) | 99,586 | 167,630 | 193,100 | 212,465 | 216,354 |
| Diluted EPS ($) | 3.00 | 5.03 | 5.77 | 6.34 | 6.44 |
| TSR (Indexed to 2019=$100) | 97.04 | 119.14 | 151.45 | 170.28 | 208.74 |
| Peer TSR (NASDAQ Bank Stocks) | 92.50 | 132.19 | 110.67 | 106.87 | 128.85 |
Additional governance and role notes:
- Ms. Andrus signs BANF’s 10-Q certifications as Principal Financial Officer, reflecting control environment accountability .
- Officer member of Sustainability Committee; contributes to ESG strategy oversight .
- 2024 Say-on-Pay approval: 99% “FOR” vote, indicating strong shareholder support of executive pay framework .
Compensation Structure Analysis
- Shift from options to RSUs: BANF terminated its Employee Stock Option Plan on June 1, 2023 and adopted the 2023 RSU Plan; RSUs vest 20% annually beginning two years post-grant and settle upon vest, aligning long-term retention while reducing dilution versus options .
- Pay mix: For 2024, Ms. Andrus’s total compensation was $650,156, comprised of $214,712 salary, $68,750 performance-based incentive (including $13,750 deferred), $352,120 stock awards, and $14,574 other comp—reflecting meaningful equity component despite partial-year service .
- Incentive governance: CFO annual bonus based on qualitative operational and financial control metrics; maximum payout granted (20% cash + 5% deferred), consistent with NEOs receiving maximum payouts amid strong company performance .
Related Party Transactions and Red Flags
- Related party lending: BANF extends loans to directors/executive officers in ordinary course under Reg O; none classified as problem loans .
- Anti-hedging policy: Prohibits hedging and short-swing trading; however, pledging of company stock is not prohibited, which can be a governance risk factor (no pledging by Ms. Andrus is disclosed) .
- Option repricing: No stock option repricing in prior 12 months; options plan replaced by RSU plan .
- Section 16(a) compliance: No late filings noted for Ms. Andrus; late Form 4s disclosed for other insiders .
Equity Ownership & Vesting Pressure Indicators
- Ownership “skin-in-the-game” currently low (36 shares) given short tenure; alignment primarily via unvested RSUs that begin vesting March 29, 2026 and settle on each vest date, which may create periodic sell/witheld-for-tax dynamics at vesting .
- No options outstanding; no exercises in 2024 .
Investment Implications
- Alignment: Ms. Andrus’s incentives emphasize internal controls, budgeting, and capital planning, with equity vesting beginning in 2026; strong 2024 company TSR/EPS/net income underpin maximum bonus outcomes, signaling alignment with shareholder value creation .
- Retention and selling pressure: Five-year RSU vesting commencing in 2026 supports retention; RSU settlement at vest could cause periodic selling pressure due to tax withholding; low current share ownership increases reliance on equity vesting for alignment .
- Governance risk: BANF permits pledging, a potential red flag if later used by insiders; no ownership guidelines reduce formal alignment requirements, though high Say-on-Pay support suggests investor acceptance of the framework .
- Contractual protections: No severance/change-in-control arrangements for Ms. Andrus; absence of guaranteed protections may modestly elevate retention risk versus peers that provide such coverage, partially mitigated by multi-year RSU vesting .