Randy Foraker
BANCFIRST CORP /OK/About Randy Foraker
Executive Vice President, Chief Risk Officer and Secretary of BancFirst Corporation; age 69; executive officer since 1987. He serves as corporate Secretary in shareholder communications and proxy notices, and participates in board-level risk and sustainability oversight via the Information Security Committee (officer member) and Sustainability Committee (Chairman in 2024) . Company performance during 2020–2024: TSR rose from $97.04 to $208.74 (value of $100 initial investment), Net Income increased from $99,586k to $216,354k, and Diluted EPS increased from $3.00 to $6.44, underpinning a favorable backdrop for risk management execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BancFirst Corporation | Executive Vice President, Chief Risk Officer & Secretary | 1987–present | Corporate risk oversight; officer member of Information Security Committee; Chairman of Sustainability Committee in 2024; corporate Secretary for proxy/meeting matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company proxy materials | — | — | No public-company directorships or external board roles disclosed for Foraker in the proxy |
Fixed Compensation
| Element | Program Detail | Notes |
|---|---|---|
| Base Salary | Set annually by CEOs for executive officers, reviewed by Compensation Committee, based on responsibility, performance, market data | Applies to all executive officers; individual salary amounts for Foraker not disclosed |
| Annual Performance-Based Incentive | Eligible range 10%–25% of base salary; payout typically in December; includes profitability and risk management measurements | For 2024, NEOs received the maximum 25% of base salary; Foraker is not a named executive officer in the Summary Compensation Table |
| Deferred Bonus | Portion of bonus can be deferred into a pool; used for clawback recovery first | Establishes Deferred Bonus Pool for restatement clawbacks |
| Benefits | 401(k) and ESOP available to all employees | Company-wide programs |
Performance Compensation
| Metric Framework | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company framework for executives with company-wide authority (e.g., CEO of BancFirst) | Net Income 11%; Classified Assets to Capital 11%; Internal Audit 3% | Net Income $177,416,000; Classified Assets target undisclosed (regulatory); Internal Audit average score between 1–1.50 | Net Income $191,310,000; Classified Assets metric met; Internal Audit average score 1.27 | Maximum bonus for each goal; typical outcome 20% cash + 5% deferred of base salary for 2024 for such executives | Annual cash; deferred portion eligible to be paid at end of 2027 |
| Executive officers with administrative functions (e.g., risk, compliance, HR) | Primarily individual objectives negotiated at beginning of year | Role-specific operational and risk goals | Subjective evaluation by CEOs and Compensation Committee | Up to 25% of base salary depending on attainment | Annual cash; deferred bonus possible |
Note: Foraker’s specific 2024 targets and payout are not disclosed; tables reflect BANF’s disclosed incentive design and examples from other executives .
Equity Ownership & Alignment
| Topic | Disclosure |
|---|---|
| Stock Ownership Guidelines | The Company does not have stock ownership guidelines for directors or executive officers |
| Anti-Hedging | Hedging and short-swing trading prohibited for all directors, officers, and employees |
| Pledging | The Company does not prohibit pledging of company equity securities (potential alignment risk) |
| Equity Awards Structure | RSU Plan adopted May 25, 2023; RSUs vest 20% per year beginning two years from grant; settled at each vest date; grant-date fair value equals market price |
| Options (historical structure) | Typical vesting 25% per year over 4 years; expiring up to 15 years from grant (director plan legacy); executive option examples vesting 25% per year over 4 years |
| Equity Awards Prevalence | Historically, BANF has not granted equity awards to the same degree as peers; awards used for employment incentives, retention, or long-term focus |
| Beneficial Ownership | Foraker’s individual beneficial ownership was not disclosed in the directors/NEOs table; group ownership disclosed but not attributable to him |
Employment Terms
| Provision | Detail |
|---|---|
| Severance / Change-in-Control | Company has no agreements providing potential payments upon termination or change-in-control for named executive officers other than Harlow, Schmidt, and Copeland (who have supplemental executive retirement agreements) |
| Supplemental Executive Retirement Agreements (SERAs) | Only Harlow, Schmidt, Copeland have SERAs; benefits include $100,000 per year for 10 years at age 65; lump sum payable on separation post-change-in-control or termination without cause between ages 59–65; subject to non-compete/confidentiality; Foraker is not covered |
| Clawback Policy | Adopted October 26, 2023; compliant with NASDAQ rules; 3-year lookback for accounting restatements; recovery first from Deferred Bonus Pool; equity grants like RSUs/options are not considered incentive-based compensation under this policy |
| Insider Trading / Section 16 | Proxy notes late Form 4 filings for two individuals (not Foraker); otherwise Company believes officers complied with Section 16(a) in 2024 |
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100 investment) | $97.04 | $119.14 | $151.45 | $170.28 | $208.74 |
| Net Income ($USD Thousands) | $99,586 | $167,630 | $193,100 | $212,465 | $216,354 |
| Diluted EPS ($USD) | $3.00 | $5.03 | $5.77 | $6.34 | $6.44 |
Additional Financial Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD Millions) | * | * | * | * | * |
| EBITDA ($USD Millions) | * | * | * | * | * |
Values retrieved from S&P Global.*
Governance and Committee Involvement
- Information Security Committee: Directors Harlow, Roberson, Schmidt; officers Copeland, Foraker, Hannah; meets quarterly .
- Sustainability Committee: Directors Harlow and Roberson; officers Foraker (Chairman), Foster, Andrus, Wanzer; meets at least annually; reports to Executive Committee/Board .
- Senior Risk Oversight across BancFirst: Management committee overseeing non-credit risks; generally meets monthly .
Investment Implications
- Alignment and retention: Long-tenured CRO (executive officer since 1987) with board-level risk and sustainability roles suggests deep institutional risk oversight; absence of disclosed severance/change-in-control protection for Foraker reduces golden-parachute risk and may modestly increase retention risk if market opportunities arise .
- Incentive calibration: Annual incentive design includes profitability and risk management measurements; executives with administrative functions are paid primarily on negotiated individual objectives, indicating qualitative discretion—watch for risk-management outcomes and internal audit scores as drivers of payouts .
- Equity-related selling pressure: BANF historically grants fewer equity awards than peers, has no executive ownership guidelines, and allows pledging; combined, this can dilute alignment and introduces pledging-related risk, but limited equity awards may reduce mechanical selling pressure from vesting events for non-NEOs like Foraker unless future grants change the profile .
- Performance backdrop: Strong multi-year TSR, Net Income, and EPS trends support positive fundamentals; sustained performance typically strengthens bonus pools tied to profitability and risk measures, aligning the CRO’s compensation sensitivity to core risk-adjusted outcomes .