Kelly Foster

About Kelly Foster

Kelly Foster is Executive Vice President and Chief Compliance Officer of BancFirst (principal bank subsidiary), serving as an executive officer since 1998; she was 56 as of March 31, 2025 . She participates in enterprise committees including the Sustainability Committee, reflecting a remit across compliance and ESG integration . Company-level performance during her executive tenure shows rising net income and EPS in 2022–2024 and strong multi‑year TSR relative to a NASDAQ bank peer group, as shown below .

Past Roles

External Roles

Fixed Compensation

• Individual pay elements (base salary, target bonus, actual bonus) for Kelly Foster are not disclosed; she is not listed among Named Executive Officers (NEOs) in recent proxies, and the Summary Compensation Tables therefore exclude her specific compensation .
• Compensation-setting framework for executive officers: base salary set by the CEOs (subject to Compensation Committee review), considering seniority, scope, market surveys and company performance; reviewed annually and on promotions .
• Broad-based benefits available to executive officers include 401(k) and ESOP participation (same plans as other employees) .

Performance Compensation

• Annual incentives: performance-based pay includes profitability and risk management measurements; metrics are tailored by role and approved through the compensation process (weightings and specific targets for Kelly Foster are not disclosed) .
• Example of metric design for context (COO, 2024): strategic/operational objectives across systems, staffing, conversions, budget management; payout determined subjectively by the CEO within caps, with a portion deferred; COO’s bonus up to 25% of base with 20% paid plus 5% deferred at year-end 2027 .
• Long-term equity:
  • RSU Plan (adopted 2023): RSUs vest beginning two years after grant, at 20% per year for five years; settled at each vest date; fair value equals market price at grant .
  • Legacy option plan (terminated June 1, 2023): historical options were made at market price; “exercisable beginning four years from grant at 25% per year for four years”; no repricing in the last 12 months before termination; outstanding options continue under existing terms .

Note: Kelly Foster did not appear as a NEO; no individual award grant tables, targets, or payouts for her are disclosed in the proxies reviewed .

Equity Ownership & Alignment

• Individual beneficial ownership for Kelly Foster is not itemized in the beneficial ownership tables, which list directors and NEOs; she is not among those categories in 2024–2025, so her direct/indirect shares and percent ownership are not disclosed .
• Aggregate insider alignment remains high: directors and executive officers as a group owned 31.95% as of March 31, 2025 (26 persons) ; 33.40% as of March 28, 2024 (25 persons) .
• Policies:
  • Anti‑hedging: hedging and short‑swing trading prohibited .
  • Pledging: not prohibited (red flag vs many governance best practices); one director had 331,904 shares pledged to a $9.0 million loan (illustrative of permissive policy) .
  • No stock ownership guidelines for directors or executive officers (potential misalignment risk) .

Employment Terms

• Employment agreement/severance: Except for specified Supplemental Executive Retirement Agreements (SERPs) for the CEO, BancFirst CEO, and COO, the Company reports no agreements providing potential payments upon termination or change‑in‑control for other named executives; no such arrangements are disclosed for Kelly Foster .
• Clawback policy (effective Dec. 1, 2023 NASDAQ-compliant): applies to current/former Section 16 officers (policy‑making executives) for three years prior to a restatement; recovers excess incentive compensation, first from Deferred Bonus Pool; notably excludes equity awards that are purely time‑vested RSUs/options from the “incentive‑based” definition (limiting recovery scope) .
• Non-compete/confidentiality: Applicable to SERP participants (forfeiture on violation) . No specific non‑compete/non‑solicit terms are disclosed for Kelly Foster in proxies reviewed.

Investment Implications

• Alignment and governance: High insider group ownership is a positive signal of alignment, but the absence of executive/board ownership guidelines and the allowance of pledging are governance risk factors that can weaken alignment and increase forced‑sale risk in stress scenarios .
• Incentive design: Annual incentives emphasize profitability and risk management, consistent with a compliance leader’s remit, but lack of disclosed metrics/weightings for non‑NEOs reduces transparency for assessing pay‑for‑performance at the individual level .
• Long‑term equity overhang and selling pressure: RSUs vest 20% annually beginning two years after grant, which can create predictable sell windows years 2–6 post‑grant; absence of a hedging prohibition is mitigated by an explicit hedge ban, but pledging is allowed, adding a separate liquidity risk vector .
• Retention/exit economics: Kelly Foster appears not to be covered by SERP or special severance/CIC terms disclosed for NEOs; this implies limited exit payments, which can be cost‑effective for shareholders but may modestly elevate retention risk for long‑tenured executives if external opportunities arise .
• Clawback scope: The clawback’s exclusion of time‑vested equity means recoupment primarily targets cash incentive overpayments; this narrows downside accountability relative to peers that include equity in recoupment, a modest governance negative .

Sources: BANF DEF 14A (2025, 2024, 2023, 2022, 2021) and Item 5.02 8‑K where applicable. Specific citations provided inline.