Mautra Staley Jones
BANCFIRST CORP /OK/About Mautra Staley Jones
Mautra Staley Jones (age 46) has served as an independent director of BancFirst Corporation since 2021. She is President of Oklahoma City Community College and brings two decades of experience in education and nonprofit administration, with work in advancement, business development, resource procurement, marketing, public relations, and external affairs . The proxy affirmatively classifies her as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oklahoma City Community College | President | Not disclosed | Oversight and administration in education and nonprofit sectors; advancement, external affairs |
External Roles
| Organization | Role | Tenure | Public Company Board/Interlocks |
|---|---|---|---|
| Various civic/state boards | Board service/oversight | Not disclosed | No public company directorships disclosed in proxy biography |
Board Governance
- Committee memberships: Member, Independent Directors’ Committee; no Audit or Compensation Committee assignments; no chair roles .
- Independence: Board affirmatively determined Jones is independent under NASDAQ standards .
- Attendance: Board held 12 meetings in fiscal 2024; each current director attended at least 75% of Board and applicable committee meetings . Jones attended the prior annual meeting (only Joseph Ford and Robin Roberson did not) .
- Executive sessions: Independent Directors’ Committee meets at least annually in executive session; lead independent director chaired sessions (G. Rainey Williams, Jr.) .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Board retainer (Company) | $1,500/month ($18,000/year) | For non-employee directors |
| Board retainer (BancFirst Bank Board) | $1,500/month ($18,000/year) | Each non-employee director also serves on BancFirst Board |
| Audit Committee membership | $1,500/month | Additional $5,000/quarter for Audit Chair (not Jones) |
| Compensation Committee meeting fee | $1,500/meeting | If appointed |
| Information Security Committee meeting fee | $1,500/meeting | If appointed |
| Lead Independent Director | $12,500/quarter | For lead independent director (not Jones) |
| Jones—FY2024 earned cash | $36,000 | No stock awards or option awards recognized in 2024 |
Performance Compensation
- No performance-based director metrics disclosed; equity grants at initial appointment are RSUs that vest on a time-based schedule (20% per year starting two years after grant for five years) .
- Non-Employee Directors’ Option Plan terminated in 2023; outstanding options continue under legacy terms (exercisable beginning four years from grant at 25% per year; max 15-year expiration) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Jones in the last five years .
- Notable interlocks: None disclosed; no Jones-specific related-party transactions identified .
Expertise & Qualifications
- Top skills per Board’s skills matrix: Education, Accounting/Finance, Public Relations/Marketing .
- Background: Two decades in education and nonprofit administration; advancement, external affairs .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 7,785 shares | Includes options exercisable within 60 days |
| Percent of class | <1% | As disclosed |
| Options outstanding (total) | 10,000 | As of 12/31/2024 |
| Options exercisable within 60 days | 7,500 | As of 3/31/2025 (vested portion) |
| RSUs outstanding | Not disclosed | No stock awards recognized for Jones in 2024 |
| Pledged shares | None disclosed | Company permits pledging, but no pledge disclosure for Jones |
| Ownership guidelines | None | Company has no director or executive ownership guidelines |
Shareholder Support Signal (Election Results)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Mautra Staley Jones (May 23, 2024) | 27,817,526 | 249,432 | 30,776 | 1,339,314 |
Governance Assessment
- Strengths: Independent status and alignment with governance best practices through anti-hedging policy; solid shareholder support in 2024 director election; Board reports strong say‑on‑pay support (99% approval in 2024), signaling positive investor sentiment toward compensation governance .
- Alignment: Jones’s equity exposure consists primarily of legacy options (10,000 outstanding; 7,500 exercisable within 60 days as of March 31, 2025), with limited direct share ownership; Company lacks director ownership guidelines, which weakens “skin‑in‑the‑game” alignment .
- Committees: Placement on the Independent Directors’ Committee supports board nomination/refresh oversight, but absence from Audit/Compensation committees limits direct influence over financial reporting and pay policies .
- RED FLAGS: Company permits pledging of company stock (policy does not prohibit pledging), which can be misaligned with shareholder interests if used—no pledge disclosed for Jones; lack of director ownership guidelines .
- Attendance/Engagement: At least 75% meeting attendance for current directors and attendance at the prior annual meeting indicate acceptable engagement levels .
Notes on Related-Party and Conflicts
- Ordinary-course loans to directors/officers are reported as on market terms with no adverse classification; no Jones-specific transactions disclosed .
- Family-related compensation disclosure pertains to Chairman Rainbolt’s son; unrelated to Jones .
Policy Environment
- Clawback: Recovery policy applies to executive officers (Section 16 officers) after restatements; not performance‑conditioned equity; indicates broader governance rigor even if limited direct applicability to directors .
- Anti‑Hedging: Prohibits hedging and short‑swing trading for directors; pledging permitted—monitor for any future pledge disclosures .
Overall: Jones is an independent director with education-sector leadership and PR/finance skills, serving primarily on the Independent Directors’ Committee. Compensation is modest, cash‑retainer based, with legacy options; limited direct ownership and absence of ownership guidelines are alignment gaps. Investor support for her election was strong; ongoing monitoring should focus on any pledging activity and potential expansion into financially material committees to enhance oversight impact .