Kimberly Ingram
BANCFIRST CORP /OK/About Kimberly Ingram
Kimberly Ingram (age 56) is an independent director of BancFirst Corporation and the owner/Chief Executive Officer of Kelley Jewelers in Weatherford, Oklahoma; she was first elected to the BANF board in 2024 and is nominated for re‑election in 2025 . Her background includes leading a regional retail business, serving as President of the Oklahoma Jewelers Association (2008–2010), and over thirteen years of service on community boards in Weatherford, providing small‑business, finance, and marketing expertise to the board . She is designated by the board as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelley Jewelers | Owner and Chief Executive Officer | Current (years not specified) | Retail leadership; small-business operations |
| Oklahoma Jewelers Association | President | 2008–2010 | Industry leadership |
| Various community boards (Weatherford, OK) | Board member | 13+ years (cumulative) | Civic engagement; organizations not specified |
External Roles
| Type | Organization | Role | Tenure | Committees |
|---|---|---|---|---|
| Public company board | — | — | — | None disclosed |
| Non-profit/professional | Various Weatherford community boards | Director/Member | 13+ years (cumulative) | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ standards |
| Board/Committee attendance | Each current director attended at least 75% of Board and applicable committee meetings in 2024; Board held 12 meetings |
| Annual meeting attendance | All then‑current directors except Joseph Ford and Robin Roberson attended the prior annual meeting (implies attendance by Ingram) |
| Board committees (2024) | Independent Directors’ Committee – Member (no chair roles) |
| Committee meeting frequency (2024) | Independent Directors’ Committee met 1 time; Audit 12; Information Security 4; Sustainability 2; Executive 16; Board Issues 2; Compensation 1 |
| Executive sessions | Independent Directors’ Committee meets at least annually in executive session; chaired by the Lead Independent Director (G. Rainey Williams, Jr.) |
Fixed Compensation
BANF non‑employee director fee framework (2024):
- $1,500/month for BANF Board; $1,500/month for BancFirst bank Board; $1,500/month Audit Committee membership; +$5,000/quarter Audit Chair; $1,500/meeting Compensation Committee; $1,500/meeting Information Security Committee; $12,500/quarter Lead Independent Director; initial RSU grant under 2023 RSU Plan; optional fee deferral into stock units via Deferred Stock Compensation Plan .
Ingram’s 2024 director compensation (BANF):
| Component | Amount |
|---|---|
| Earned or Paid in Cash ($) | — |
| Stock awards ($) | $277,362 (includes Deferred Stock Compensation Plan stock units and a 2,500‑unit RSU grant on Aug 30, 2024, valued at grant-date market price) |
| Total ($) | $277,362 |
| Notes | RSU Plan vests beginning 2 years after grant at 20% per year for 5 years; settlement at each vest date . Ingram granted 2,500 RSUs on 08/30/2024 . |
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director RSUs are service‑based (20% per year starting two years after grant) |
| Discretionary or performance adjustments | Not disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee membership | Not a member (2024 Compensation Committee: Drummond, Joseph Ford, G. Rainey Williams, Jr. (Chair)) |
| Compensation Committee interlocks | Company disclosed no interlocks among committee members; no interlocks disclosed involving Ingram |
| Potential competitive/customer/supplier interlocks | None disclosed |
Expertise & Qualifications
- Board skills matrix: Accounting/Finance; Entrepreneurship/Small Business; Public Relations/Marketing .
- Operating experience: Owner/CEO of Kelley Jewelers; prior industry leadership as President, Oklahoma Jewelers Association (2008–2010) .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership | 125 BANF shares; <1% of shares outstanding (as of Mar 31, 2025) |
| Deferred stock units (DSUs) | 106 stock units accumulated from fee deferrals as of Dec 31, 2024 (non‑voting; distributed upon termination of service) |
| Unvested RSUs | 2,500 RSUs granted 08/30/2024; vest 20% annually beginning 08/30/2026; settled at vesting |
| Ownership guidelines | Company has no stock ownership guidelines for directors or executive officers |
| Hedging/Pledging | Hedging prohibited; Company does not prohibit pledging (potential governance risk) |
Governance Assessment
-
Strengths
- Independent director; meets attendance expectations (≥75%) and appears to have attended the prior annual meeting, supporting engagement .
- Compensation taken entirely in equity/stock units in 2024 (no cash paid), signaling alignment with shareholders; received initial 2,500‑unit RSU onboarding grant with long‑term, time‑based vesting .
- Relevant small‑business and finance/marketing skills per board matrix; entrepreneurial operator background enhances customer/SMB perspective on the board .
-
Watch items / potential risks
- Low current beneficial ownership (125 shares; <1% by definition) as of Mar 31, 2025; alignment will rely on vesting of RSUs and continuing DSU accruals .
- Company has no director ownership guidelines, reducing formal “skin‑in‑the‑game” targets for independent directors .
- Company permits pledging of BANF stock (even as hedging is prohibited), a governance practice some investors view as a red flag; no pledging by Ingram is disclosed, but policy allows it .
- Limited committee footprint (Independent Directors’ Committee member only; not on Audit or Compensation) reduces her direct influence on oversight of financial reporting and pay in the near term .
-
Conflicts and related‑party exposure
- Proxy discloses routine related‑party lending policies and one compensation item for a Rainbolt family member; no related‑party transactions involving Ingram are disclosed .
- No other public company boards or interlocks disclosed for Ingram; not on the Compensation Committee; company reports no compensation interlocks among committee members .
-
Broader governance context
- Say‑on‑Pay support was 99% at the 2024 annual meeting, indicating broad investor support for BANF’s pay program (contextual, not director‑specific) .
- Board diversity metrics indicate ongoing refreshment; 47% of nominees diverse by gender/race/ethnicity (context) .