Tom H. McCasland, III
BANCFIRST CORP /OK/About Tom H. McCasland, III
Independent director of BancFirst Corporation (BANF); age 66; first elected to the Board in 2005. President of Mack Energy Co. since 1996, with core credentials in energy operations, investments, and entrepreneurship/small business; identified as independent under NASDAQ standards. He previously served as a community director of BancFirst Duncan (1998–2015) and has longstanding trust-company governance experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BancFirst Duncan (community board) | Community Director | 1998–2015 | Local market oversight and advisory input |
| Cache Road National Bank (Lawton, OK) | Director | Not disclosed | Bank governance (historical) |
| Charter National Bank (Oklahoma City, OK) | Director | Not disclosed | Bank governance (historical) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investors Trust Company (OK-chartered trust co.) | Director; shareholder | Since 1984 | Board determines voting/disposition of BANF shares held in trust; entity is a 6.15% beneficial owner of BANF |
Board Governance
- Independence: The Board affirmatively determined McCasland is independent under NASDAQ standards.
- Committees: Member, Independent Directors’ Committee (serves as nominating committee; executive sessions led by lead independent director). No chair roles disclosed.
- Additional BANF-related role: Receives compensation for service on BancFirst’s Senior Trust Committee (subsidiary bank committee providing oversight of trust functions).
- Attendance: Board held 12 meetings in 2024; each current director attended at least 75% of Board and applicable standing committee meetings. All then-current directors except Joseph Ford and Robin Roberson attended the prior annual meeting (implies McCasland attended).
- Lead Independent Director: G. Rainey Williams, Jr. (chaired executive sessions of independent directors in 2024).
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Earned or Paid in Cash | 36,000 |
| All Other Compensation (Senior Trust Committee payments) | 18,000 |
Director program structure:
- $1,500/month for BANF Board; $1,500/month for BancFirst Board; $1,500/month for Audit Committee membership; $5,000/quarter to Audit Chair; $1,500/meeting for Compensation and Information Security Committees; $12,500/quarter to Lead Independent Director.
- RSU plan for non-employee directors at initial appointment/election; RSUs vest 20% per year starting two years from grant. Deferred Stock Compensation Plan allows fee deferrals into stock units (no voting rights).
Performance Compensation
| Equity/Deferred Item | Detail |
|---|---|
| Stock Awards (2024) | 37,867 — primarily value of stock units credited via deferrals under the Deferred Stock Compensation Plan (includes community director and Senior Trust Committee deferrals) |
| Director RSU Program | RSUs vest 20% per year beginning two years from grant; settled at each vest date (program-wide, not specific 2024 grant for McCasland) |
| Stock Units Account (as of 12/31/2024) | 22,258 stock units accumulated through deferrals and dividend-equivalent credits; units have no voting rights |
- No performance metrics or performance-based vesting are disclosed for director compensation; equity for directors vests by service schedule.
Other Directorships & Interlocks
| Entity | Nature of Interlock | Exposure/Comments |
|---|---|---|
| Investors Trust Company (6.15% owner of BANF) | McCasland is a director/shareholder; Investors Trust Company votes/disposes BANF shares as trustee | Board members/owners (including McCasland) disclaim beneficial ownership in that trustee capacity; nonetheless, governance interlock exists between a significant holder and a BANF director |
Expertise & Qualifications
| Skill | Evidence |
|---|---|
| Energy operations | President of Mack Energy Co. since 1996 |
| Investments | Listed in director skills matrix; trust governance experience |
| Entrepreneurship/Small Business | Listed in skills matrix; energy operator |
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 189,976 shares | <1% of outstanding |
| Breakdown | 6,844 shares held by spouse; 183,132 shares held by three trusts where McCasland is trustee | Trustee capacity noted |
| Options outstanding | None listed among directors with options | Not included in directors’ options roster |
| Deferred stock units | 22,258 units (not actual shares; no voting rights) | Accumulated via fee deferrals and dividend equivalents |
Insider Trades
| Date (Transaction) | Filed Date | Description | Shares | Note |
|---|---|---|---|---|
| 12/08/2023 | 02/27/2025 | Substituted 32,538 shares to Cameron and Meredith Millennium Trust for estate planning purposes | 32,538 | Late Form 4 filing acknowledged in 2025 proxy |
Governance Assessment
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Alignment and independence: Independent status and longstanding banking/trust governance background support board effectiveness; member of Independent Directors’ Committee; no chair roles.
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Ownership alignment: Meaningful beneficial stake (189,976 shares) plus long-term deferrals into stock units (22,258 units); company has no director stock ownership guidelines, which weakens formal alignment discipline.
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Compensation mix: Director pay weighted to fixed cash with deferred equity via stock units; no performance conditions on director equity; RSU plan vests on service only.
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Engagement: At least 75% attendance threshold met; appears to have attended last annual meeting.
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Potential conflicts and red flags:
- Investors Trust Company interlock: McCasland is a director/shareholder of an entity that is a 6.15% BANF beneficial owner and exercises voting/dispositive power over BANF shares held in trust; while beneficial ownership is disclaimed, this is a governance interlock to monitor.
- Late Section 16 filing: A late Form 4 for McCasland was filed on 02/27/2025 (due 12/12/2023) — administrative compliance lapse.
- Related-party lending: Company extends loans to directors/affiliates on market terms per Regulation O; no adverse classification reported, but inherent related-party exposure exists in a banking context.
- Anti-hedging/pledging: Hedging and short-swing trading are prohibited, but pledging of company stock is not prohibited — potential alignment concern if pledging were to occur (no pledging by McCasland disclosed).
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Shareholder signals: Say-on-Pay support was 99% at the 2024 annual meeting, indicating broad investor confidence in compensation governance (applies to NEOs but relevant to overall governance tone).