Roy C. Ferguson

About Roy C. Ferguson

Roy C. Ferguson serves as Executive Vice President and Chief Credit Officer of BancFirst, the principal subsidiary of BancFirst Corporation, and has been an executive officer since 1992; he is 78 years old as of March 31, 2025 . His long tenure includes leadership of the Senior Loan Committee and participation on the Executive Committee, underscoring a central role in credit policy and risk oversight . Company performance over the past five years shows strong shareholder returns and improving profitability, with TSR increasing from $97.04 to $208.74 on a fixed $100 basis, net income rising from $99,586K to $216,354K, and diluted EPS growing from $3.00 to $6.44, framing a constructive backdrop for credit leadership alignment .

Past Roles

External Roles

Fixed Compensation

• BANF’s executive compensation structure emphasizes fixed salaries, complemented by performance-based incentive pay, long-term awards (RSUs, supplemental executive retirement and survivor benefit agreements for select executives), and broad-based benefits (401(k), ESOP) .
• Base salaries are set annually by CEOs (or Chairman for CEO salaries) and reviewed by the Compensation Committee, informed by performance (earnings, asset growth, soundness) and market data; increases reflect responsibility and performance .
• Ferguson is not a Named Executive Officer (NEO), and individual salary/bonus details for him are not disclosed in the proxy statements .

Performance Compensation

• Performance-based incentives at BANF include profitability and risk-management measures; detailed metric frameworks are disclosed for certain executives (illustrative of design), but Ferguson-specific metrics are not itemized .

Example BANF incentive metrics (Mr. Brand – 2021):

Additional example (Mr. Copeland – 2024):

• Operational objectives (systems, upgrades, contract renewals) – subjectively assessed; paid maximum bonus at 20% plus 5% deferred bonus eligible in 2027 .

Equity Ownership & Alignment

• BANF does not have stock ownership guidelines for directors or executive officers, which can weaken formal alignment requirements .
• Anti-hedging policy prohibits hedging and short-swing trading; however, pledging of BANF equity is not prohibited (potential alignment red flag) .
• Company-level beneficial ownership: 33,241,564 shares outstanding as of March 31, 2025; major holders include David E. Rainbolt (15.03%), BlackRock (9.54%), Vanguard (6.92%), among others; Ferguson’s individual beneficial ownership is not listed in the disclosed table .

Vesting mechanics (plan-level):

• RSUs: vest starting two years post-grant, at 20% per year over five years; settled at each vest date .
• Stock options (legacy Employee Plan, terminated June 1, 2023): generally vest 25% per year starting at year four; repricing only via cancel-and-regrant; outstanding options continue under existing terms .

Employment Terms

• BANF discloses no written employment arrangements for any named executive officer or any other executive officer, indicating at-will employment across the executive suite .
• Clawback policy (adopted Oct 26, 2023, effective Dec 1, 2023): restatement-driven recovery of incentive-based compensation for Section 16 officers over the prior three years; excludes equity (options/RSUs); recovery first applied to Deferred Bonus Pool balances .
• Supplemental Executive Retirement Agreements (SERP) apply to specific executives (Harlow, Schmidt, Copeland) with defined benefits and change-in-control provisions; no disclosure indicates Ferguson is a SERP participant .
• Survivor benefit agreements apply only to Harlow, Schmidt, and Copeland among NEOs .

Performance & Track Record (Company context)

Role tenure marker:

Compensation Structure Analysis

• Mix skews toward fixed salary with capped cash incentive payouts; committee explicitly aims to limit excessive risk-taking, balance short/long-term incentives, and align risk management goals with pay .
• Equity awards historically modest versus peers; RSU plan adopted in 2023, with long vesting horizons reducing near-term selling pressure but potentially softening performance linkage versus rigorous PSU frameworks .
• Absence of executive stock ownership guidelines and allowance for pledging elevate alignment concerns compared to best practices that mandate ownership multiples and prohibit pledging outright .

Risk Indicators & Red Flags

• Pledging permitted (not prohibited), which can introduce forced-selling risk under market stress and reduce alignment; hedging prohibited (mitigates downside protection risk) .
• No executive stock ownership guidelines (alignment gap) .
• Clawback limited to incentive-based cash compensation, excluding equity awards; narrows accountability scope in restatements .
• No individual employment agreements (could increase flexibility but also imply limited contractual retention mechanisms) .

Investment Implications

• Alignment: The lack of stock ownership guidelines and allowance for pledging are notable governance drawbacks; investors should monitor Section 16 filings for any pledging or significant sales by executives, including Ferguson .
• Retention and incentives: At-will employment and historically modest equity usage suggest retention relies on culture/tenure and role significance rather than contractual protections; RSU long-vesting may reduce near-term selling pressure, but Ferguson’s individual equity holdings are not disclosed, limiting visibility on alignment .
• Execution risk: Ferguson’s decades-long credit leadership and prior chairing of the Senior Loan Committee support continuity in credit oversight; sustained company TSR and EPS/net income growth provide favorable context, though these are company-level outcomes rather than officer-specific performance metrics .