Natalie Shirley
BANCFIRST CORP /OK/About Natalie Shirley
Independent director at BancFirst Corporation; age 67; first elected to the BANF Board in 2013. Currently Vice Chairman of the University of Oklahoma Board of Regents; prior roles include President & CEO of the National Cowboy & Western Heritage Museum (Jan 2018–Oct 2022), President of OSU–Oklahoma City (2011–2017), and cabinet positions for the State of Oklahoma as Secretary of Education & Workforce Development (2015–2017) and Secretary of Commerce & Tourism (2007–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Cowboy & Western Heritage Museum | President & CEO | Jan 2018 – Oct 2022 | Led museum operations and strategy |
| OSU–Oklahoma City | President | 2011 – 2017 | Oversight of institution administration and advancement |
| State of Oklahoma | Secretary of Education & Workforce Development | 2015 – 2017 | Coordinated education and workforce policy |
| State of Oklahoma | Secretary of Commerce & Tourism; Executive Director, Dept. of Commerce | 2007 – 2011 | Led statewide economic development agency |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| University of Oklahoma | Vice Chairman, Board of Regents | Public higher education governing board | Current role; governance leadership |
| Public company boards | None disclosed | — | No public company directorships listed for Ms. Shirley |
Board Governance
- Independence: Board affirmatively determined Ms. Shirley is independent under NASDAQ standards .
- Committee assignments: Member, Independent Directors’ Committee; not listed on Audit, Compensation, Information Security, Sustainability, or Executive Committees .
- Committee chair roles: None; Lead Independent Director is G. Rainey Williams, Jr. .
- Attendance: In 2024 the Board held 12 meetings; each current director attended at least 75% of Board and applicable committee meetings; all then-current directors except Joseph Ford and Robin Roberson attended the prior annual meeting (implies Ms. Shirley attended) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Independent Directors’ Committee | Member | 1 |
Fixed Compensation
| Component | Amount/Frequency | Notes |
|---|---|---|
| Board cash retainer (Company) | $1,500 per month | Non-employee directors |
| BancFirst bank board cash retainer | $1,500 per month | Non-employee directors of BancFirst |
| Audit Committee member | $1,500 per month | Plus $5,000 per quarter to Audit Chair (not applicable to Ms. Shirley) |
| Compensation Committee member | $1,500 per meeting | Not applicable to Ms. Shirley |
| Information Security Committee member | $1,500 per meeting | Not applicable to Ms. Shirley |
| Lead Independent Director | $12,500 per quarter | Not applicable to Ms. Shirley |
| Director RSU grant (initial appointment/election) | Number determined by Exec Committee | RSUs vest 20% per year starting two years from grant; 5-year vest |
| Deferred Stock Compensation Plan | Optional | Directors can defer up to 100% of fees into stock units |
| 2024 Director Compensation (BANF) | Cash ($) | Stock Awards ($) | Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Natalie Shirley | — | 51,402 | — | — | 51,402 |
Notes: Stock awards reflect deferrals into stock units and dividend-equivalent credits under the Deferred Stock Compensation Plan; as of Dec 31, 2024, Ms. Shirley had 9,273 stock units accumulated .
Performance Compensation
Directors are not paid performance-based incentives; compensation comprises fixed cash fees, optional deferrals into stock units, and legacy director options. RSU and option terms are time-based vesting, not tied to performance metrics .
| Instrument | Vesting | Settlement/Expiration | Plan Notes |
|---|---|---|---|
| Director RSUs | 20% per year beginning two years from grant; 5-year schedule | Shares delivered at each vesting date | 2023 RSU Plan effective June 1, 2023 |
| Non-Employee Director Stock Options | Exercisable beginning 4 years from grant at 25% per year for 4 years | Expire no later than 15 years from grant; forfeiture on termination for cause | Non-Employee Directors’ Plan terminated June 1, 2023; remaining options continue under prior terms |
Other Directorships & Interlocks
| Company/Entity | Relationship to BANF | Potential Interlock/Conflict |
|---|---|---|
| University of Oklahoma Board of Regents | No BANF-related transaction disclosed | None disclosed; no related-party transactions reported involving Ms. Shirley |
Expertise & Qualifications
- Skill matrix: Corporate Governance, Law, Education .
- Executive and public-sector leadership across economic development, higher education, and museum operations .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 26,000 shares | Includes 20,000 shares underlying options exercisable within 60 days |
| Director stock units (deferred) | 9,273 units | Accumulated as of Dec 31, 2024; no voting rights until distribution |
| Options outstanding | 20,000 | Non-Employee Directors’ Plan legacy options; general vesting/exercise terms as noted |
| Ownership guidelines | None | Company does not have stock ownership guidelines for directors/executives |
| Hedging policy | Prohibited | Anti-hedging policy applies to directors |
| Pledging policy | Allowed | Company does not prohibit pledging; no pledging by Ms. Shirley disclosed |
Governance Assessment
- Board effectiveness: Ms. Shirley brings governance, legal, and education expertise and is an independent director with documented engagement (≥75% attendance; annual meeting participation) .
- Alignment: She holds 26,000 shares including 20,000 near-term exercisable options and defers fees into stock units (9,273 units), indicating some equity alignment; however, BANF lacks director ownership guidelines, which may dilute alignment incentive over time .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ms. Shirley; company notes ordinary-course lending to certain directors on market terms and one family employment disclosure unrelated to Ms. Shirley .
- Compensation structure: Director pay is predominantly fixed cash with elective equity deferral; no performance linkage. RSU grants occur at initial appointment/election; Ms. Shirley’s 2024 compensation comprised stock units via deferrals with no cash reported, suggesting higher equity alignment from voluntary deferral .
- Independence and committee role: Member of Independent Directors’ Committee; not in Audit or Compensation governance roles; no chair positions, which limits direct influence on audit/compensation oversight but supports independence through executive session participation .
RED FLAGS
- No director stock ownership guidelines (could weaken long-term alignment) .
- Company permits pledging of BANF equity (potential misalignment risk if used; none disclosed for Ms. Shirley) .
- Concentrated insider ownership (e.g., Rainbolt family 15.03% and 14.78%) may influence governance dynamics; not specific to Ms. Shirley but relevant to board independence context .