Joseph Ford
BANCFIRST CORP /OK/About Joseph Ford
Joseph Ford (age 47) is an independent director of BancFirst Corporation (BANF) who has served on the Board since 2017. He is President of Shawnee Milling Company (since 2016), with prior roles as VP Operations (2005–2009), SVP Operations (2009–2016), and earlier as an Information Consultant at Accenture (2000–2003). His Board skills matrix emphasizes manufacturing, agriculture, and technology, aligning with BANF’s community-banking footprint and operational oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shawnee Milling Company | President | 2016–present | Leads a family-owned manufacturing business; deep operations experience . |
| Shawnee Milling Company | SVP Operations | 2009–2016 | Oversaw manufacturing operations . |
| Shawnee Milling Company | VP Operations | 2005–2009 | Managed plant operations . |
| Accenture | Information Consultant | 2000–2003 | Technology/process consulting exposure . |
External Roles
| Organization | Role | Tenure | Public company? |
|---|---|---|---|
| Shawnee Milling Company | President | 2016–present | Private, family-owned; not a public company . |
No other public company directorships are disclosed for Joseph Ford .
Board Governance
- Independence: Affirmatively determined independent by the Board (NASDAQ standards) .
- Committees: Audit Committee member; Compensation Committee member; Independent Directors’ Committee member; no chair roles .
- Meeting cadence: Audit (12 meetings), Compensation (1), Independent Directors (1) in FY2024; full Board met 12 times .
- Attendance: Each current director attended at least 75% of Board and applicable committee meetings; however, Joseph Ford did not attend the previous annual meeting of shareholders (engagement signal) .
- Executive sessions: Independent directors meet at least annually without management, chaired by the Lead Independent Director (G. Rainey Williams, Jr.) .
- Director qualifications/skills: Manufacturing, Agriculture, Technology (Board skill matrix) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Earned/Paid in Cash (2024) | $0 | Joseph Ford deferred cash fees into stock units under the Deferred Stock Compensation Plan . |
| Stock Awards (2024) | $64,307 | Represents deferred stock units credited at market price plus dividend equivalents . |
| Option Awards (2024) | $0 | No new option award in 2024; non-employee director option plan terminated in 2023 . |
| All Other Compensation (2024) | $0 | None disclosed . |
| Total (2024) | $64,307 | Sum of components . |
Cash fee schedule applicable to non-employee directors (baseline pay design):
- $1,500/month for Company Board; $1,500/month for BancFirst Board; $1,500/month for Audit Committee; $1,500/meeting for Compensation Committee; Lead Independent Director receives $12,500/quarter; Audit Chair receives $5,000/quarter .
Performance Compensation (Director)
- Performance metrics tied to director pay: None disclosed; director equity is time-based vesting, not performance-conditioned .
- RSU policy: Non-employee directors receive RSUs at initial appointment/election; RSUs vest 20% per year beginning two years from grant over five years .
- Joseph Ford RSU activity: Not disclosed for 2024; his 2024 “stock awards” reflect deferred cash fees into stock units, not RSUs .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed for Joseph Ford . |
Compensation Committee interlocks: None; Compensation Committee members (including Joseph Ford) had no relationships requiring disclosure, and no reciprocal committee memberships at other companies with BANF executives .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Manufacturing & Operations | Leadership and multi-year operational roles at Shawnee Milling Company . |
| Technology | Accenture consulting experience; Board skills matrix includes Technology . |
| Agriculture | Board skills matrix lists Agriculture, matching the company’s regional economy exposure . |
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial Ownership (incl. exercisable options w/in 60 days) | 3,048 shares | Entirely options exercisable within 60 days; percent of class <1% . |
| Director Stock Units (deferred fees) | 5,517 units | Accumulated under Deferred Stock Compensation Plan as of 12/31/2024 . |
| Director Options Outstanding | 3,048 options | Outstanding as of 12/31/2024; non-employee director plan terminated 6/1/2023, options continue per original terms (25% vesting starting 4 years; 15-year expiration limit) . |
| Ownership Guidelines | None | Company does not have stock ownership guidelines for directors or executive officers . |
| Hedging/Pledging Policy | Hedging prohibited; pledging allowed | Anti-hedging policy applies to directors; company does not prohibit pledging, which can be a governance risk . |
Governance Assessment
- Committee workload and oversight: Sitting on Audit and Compensation committees positions Ford at the center of financial reporting oversight and pay governance. Audit Committee met monthly (12 times) and Compensation Committee met annually (1 time) in FY2024; he is not a chair, limiting unilateral influence but providing broad exposure to controls and compensation frameworks .
- Independence and engagement: Board affirmed independence. Attendance at ≥75% of meetings satisfied the baseline, but absence from the prior annual meeting of shareholders is a minor engagement concern for investor relations optics .
- Pay alignment: Ford deferred all cash fees, increasing equity linkage via stock units ($64,307 in 2024) and holding options (3,048). However, absence of director ownership guidelines and allowance of pledging reduce formal alignment safeguards; the anti‑hedging ban mitigates short-term misalignment risk .
- Conflicts/related-party exposure: BANF’s related‑party policy and Reg O controls govern any loans or dealings with directors and affiliates; no Joseph Ford-specific transactions are disclosed. The proxy notes ordinary-course loans to certain directors/affiliates on market terms and a specific related-party compensation disclosure for the Chairman’s family member, but none for Ford—an overall neutral signal .
- Compensation governance quality: Compensation Committee (including Ford) reports risk oversight in pay design (fixed-heavy, caps, risk alignment) and robust say-on-pay support (99% approval in 2024), indicating broader investor confidence in pay practices; while CEO pay context isn’t directly attributable to directors, it supports governance credibility .
RED FLAGS
- Missed attendance at the previous annual shareholder meeting (engagement optics) .
- No director stock ownership guidelines; pledging of company stock permitted by policy (potential alignment risk) .
Positive Signals
- Affirmed independence and active service on Audit and Compensation committees .
- Full compliance context: Section 16(a) compliance broadly intact; late filings disclosed did not involve Joseph Ford .
- Deferred compensation elections into stock units increase ongoing equity exposure, supporting alignment .
Appendix: Committee Assignments and Meetings
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 12 | Independent; Chairman: Gregory G. Wedel; Wedel designated “financial expert” . |
| Compensation Committee | Member | 1 | Independent; Chairman: G. Rainey Williams, Jr.; no interlocks . |
| Independent Directors’ Committee | Member | 1 | Meets in executive session; chaired by Lead Independent Director . |
| Full Board | Director | 12 | Each current director attended ≥75% of applicable meetings . |
All data sourced from BANF’s 2025 DEF 14A Proxy Statement .