Michael K. Wallace
BANCFIRST CORP /OK/About Michael K. Wallace
Michael K. Wallace (age 71) is an independent director of BancFirst Corporation (BANF), first elected in 2007. He is President and owner of Wallace Properties, Inc. and Mike Wallace Homes, Inc., privately-owned real estate development and homebuilding companies, and previously served on the BancFirst Jenks community board from 1999 to 2020. The Board has affirmatively determined he is independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BancFirst (Jenks branch community board) | Community Board Member | 1999–2020 | Community oversight/local market engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wallace Properties, Inc. | President/Owner | 1994–present | Privately-owned real estate development |
| Mike Wallace Homes, Inc. | President/Owner | 1994–present | Privately-owned homebuilding |
Board Governance
- Committee assignments: Independent Directors’ Committee (member); no chair roles disclosed.
- Lead Independent Director: G. Rainey Williams, Jr. (sessions scheduled and chaired; independent directors meet at least annually in executive session).
- Meeting cadence/attendance: Board held 12 meetings in fiscal 2024; each current director attended at least 75% of Board and applicable committee meetings. Independent Directors’ Committee met once; Board Issues (2), Audit (12), Executive (16), Information Security (4), Sustainability (2), Compensation (1).
- Independence status: Affirmed independent under NASDAQ standards.
- Board refresh/age limit: Directors may not stand for election after age 79.
Fixed Compensation
| Component | Basis | Amount (USD) | Notes |
|---|---|---|---|
| Company Board retainer | $1,500 per month | $18,000 | Non-employee director fee |
| BancFirst (subsidiary) Board retainer | $1,500 per month | $18,000 | Additional non-employee director fee |
| Committee fees (Audit monthly; Compensation/InfoSec per meeting) | N/A for Wallace in 2024 | $0 | No Audit/Comp/InfoSec membership; member of Independent Directors’ Committee (no stated fee) |
| Total cash earned/paid (2024) | Annual | $36,000 | As reported in Director Compensation table |
| Director RSU grant (initial appointment only) | Plan in place since 2023 | $0 (2024) | RSUs granted on initial appointment; no 2024 grant for Wallace |
Performance Compensation
| Metric | Target/Structure | 2024 Status |
|---|---|---|
| Performance-based pay for directors | Not part of director compensation | None (directors compensated via fixed fees and, on initial appointment, RSUs) |
Other Directorships & Interlocks
| Company | Board/Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in past five years |
Expertise & Qualifications
| Skill Area (Top 3 from Board Matrix) | Evidence |
|---|---|
| Real Estate | Listed in Board skills matrix |
| Entrepreneurship/Small Business | Listed in Board skills matrix |
| Public Relations/Marketing | Listed in Board skills matrix |
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Michael K. Wallace | 11,400 | <1% | Includes 3,400 shares held by three trusts of which Wallace is trustee |
| Options exercisable within 60 days | 0 | — | Not listed with options outstanding; ownership table footnotes do not indicate options for Wallace |
| Director stock ownership guidelines | None | — | Company does not have stock ownership guidelines for directors or executives |
| Hedging/Pledging | Hedging prohibited; pledging allowed | — | Company anti-hedging policy prohibits hedging; pledging is not prohibited |
Governance Assessment
- Alignment: Wallace’s 2024 director compensation was entirely fixed cash ($36,000) and he reported no 2024 stock awards; beneficial ownership is <1% of shares outstanding, suggesting lower equity alignment versus peers who defer fees into stock units.
- Independence and engagement: Independence affirmed; Board and committees maintained regular cadence with directors attending ≥75% of meetings; Wallace attended the annual meeting (exceptions noted were Joseph Ford and Robin Roberson).
- Committee work: Member of Independent Directors’ Committee, which meets at least annually in executive session; no chair roles or audit/compensation committee responsibilities.
- Related-party transactions/conflicts: Company indicates ordinary-course loans to certain directors/affiliates on market terms with no unfavorable features; no Wallace-specific related-party disclosures. Anti-hedging policy in effect; pledging permitted.
- Say-on-Pay signal: Shareholders approved executive compensation with 99% support at the 2024 meeting, indicating strong overall governance confidence.
Red flags to monitor
- Low equity ownership and lack of ongoing equity grants may limit economic alignment; consider monitoring whether Wallace utilizes the Deferred Stock Compensation Plan in future periods.
- Pledging permitted under policy (company-wide); while no pledging by Wallace is disclosed, pledging allowance can be a governance risk factor.