Scott Copeland

About Scott Copeland

Scott Copeland is Executive Vice President and Chief Operations Officer (COO) of BancFirst (BancFirst Corporation), age 60, and has been an executive officer since 1992 . His role centers on operations, including oversight of information systems, digital delivery, operational compliance/support, item processing, treasury services support, core banking systems facilities/operations, multiple system conversions/upgrades, and renewing the core processing contract . Company performance context during his recent tenure shows net income of $193.1M (2022), $212.5M (2023), and $216.4M (2024), with diluted EPS of $5.77, $6.34, and $6.44 respectively, and 5‑year TSR value of $208.74 vs. peer group $128.85 in 2024 .

Past Roles

External Roles

• No external public company directorships disclosed for Copeland in the executive officer section of the latest proxy filings reviewed .

Fixed Compensation

Performance Compensation

• Annual bonus framework and outcomes:
  • 2022: Eligible up to 20% of base; awarded maximum — 20% cash and additional 5% deferred bonus (payable end of 2025) based on subjective assessment of objectives tied to operations and systems initiatives .
  • 2023: Eligible up to 20% of base; awarded maximum — 20% cash and 5% deferred (payable end of 2026) on similar qualitative objectives .
  • 2024: Eligible up to 25% of base; awarded maximum — 20% cash and 5% deferred (payable end of 2027) on operational execution objectives .

Note: The Summary Compensation Table shows “Performance‑based Incentive Pay” of $102,750 (2022), $112,500 (2023), and $118,750 (2024), which include the deferred bonus components .

Long‑term equity incentives

• Equity program transition: Legacy Stock Option Plan replaced by the 2023 RSU Plan (effective 6/1/2023). RSUs vest beginning two years after grant, at 20% per year for 5 years; awards recommended by Executive Committee and ratified by the Board; no stock ownership guidelines for directors or executives . No RSUs were granted to Copeland in 2024; the only 2024 NEO RSU grant was to the CFO (4,000 units on 3/29/2024, FV $352,120) .

Multi‑year Compensation Mix (Summary)

Equity Ownership & Alignment

• Stock ownership guidelines: The company has no stock ownership guidelines for directors or executive officers .
• Beneficial ownership: Copeland’s reported beneficial holdings are in company retirement plans; no shares are flagged as pledged for Copeland in the beneficial ownership footnotes (pledging is noted for other individuals where applicable) .

• Outstanding equity at 12/31/2024:
  • Options: 10,000 unexercisable at $94.86, vesting 25% per year 2026–2029; expiration 6/17/2037 .
  • RSUs: none outstanding for Copeland .

• Intrinsic value context (12/31/2024): BANF closing price $117.18; Copeland’s 10,000 options at $94.86 were in‑the‑money by $22.32 per share, implying ~$223k intrinsic value at that date (inputs: $117.18 and $94.86) .

Employment Terms

• Supplemental Executive Retirement Agreement (SERA, dated 11/15/2006): Present value of Copeland’s accumulated benefit was $368,143 (2022), $414,223 (2023), and $464,586 (2024) . If employed until age 65, he is entitled to $100,000 per year for 10 years; a lump‑sum (discounted present value) is payable upon separation following a change of control or if terminated without cause between ages 59–65; no benefits if he leaves before 59 (other than death) or is terminated for cause before 65; non‑compete/confidentiality violations forfeit benefits .
• Survivor Benefit Agreement: Company‑owned life insurance benefit; beneficiary receives specified death benefit if death occurs while employed; value included in “All Other Compensation.” Copeland is a participant (with Harlow and Schmidt) .
• Other severance/COC agreements: Except for the SERA described above, the company states no other agreements providing potential payments upon termination or change‑in‑control for named executive officers .

Compensation Committee, Say‑on‑Pay, and Performance Linkage

• Compensation Committee (independent): F. Ford Drummond, Joseph Ford, and G. Rainey Williams, Jr. (Chair) .
• Say‑on‑pay support: ~95% approval in 2023; 99% in 2024 .
• Pay versus Performance indicators (Company level):
  • 2024 TSR index $208.74 (vs. peer $128.85), net income $216.4M, diluted EPS $6.44 .
  • 2023 TSR index $170.28 (peer $106.87), net income $212.5M, diluted EPS $6.34 .
  • Most important measures used by committee: budgeted net income, classified assets to capital, internal audit ratings .

Risk Indicators & Red Flags (as disclosed)

• Pledging/Hedging: Beneficial ownership footnotes identify pledging for other individuals where applicable; no pledging disclosure is noted for Copeland; company has no stock ownership guidelines for executives .
• Equity award practices: No option repricing in prior 12 months under the former option plan; options granted at market price; RSU plan implemented in 2023 .
• Related‑party transactions: Company outlines Regulation O policy and review; no Copeland‑specific related‑party items disclosed in the sections reviewed .

Investment Implications

• Alignment and selling pressure: Copeland holds no RSUs and only unexercisable options that begin vesting June 2026, reducing near‑term selling pressure from equity vestings; options are in‑the‑money at 12/31/2024 (intrinsic value context ~$223k), but not exercisable until vest tranches begin in 2026 . The company has no executive ownership guidelines, which reduces formal alignment requirements vs. peers .
• Pay for performance: Annual incentives for Copeland are capped at 25% of salary and determined through qualitative, subjective assessments of operational objectives; this provides line‑of‑sight but may weaken direct linkage to shareholder metrics vs. explicit financial targets, though company‑level pay‑versus‑performance disclosure ties compensation to net income/EPS and shows TSR outperformance vs. peers in 2023–2024 .
• Retention/COC economics: Copeland’s SERA provides $100,000 per year for 10 years at retirement age 65 and a lump‑sum upon qualifying termination/change‑of‑control, creating meaningful retention value (PV $464,586 at YE 2024) without additional severance multiples beyond the SERA framework . Survivor benefit agreements add ancillary retention value .
• Governance/Shareholder sentiment: High say‑on‑pay support (95% in 2023; 99% in 2024) suggests low compensation‑related shareholder friction; Compensation Committee is independent .

Overall: Limited equity overhang specific to Copeland near term (no RSUs; options vest 2026‑2029), strong qualitative operational focus for bonuses, and substantial SERA retention benefits; absence of ownership guidelines is a governance trade‑off investors should monitor alongside any future RSU participation and insider Form 4 activity .