William Scott Martin
BANCFIRST CORP /OK/About William Scott Martin
William Scott Martin (age 75) is an independent director of BancFirst Corporation (BANF) and a private investor; he was first elected to the BANF board in 2018. He previously served as principal shareholder and Chairman of First Wagoner Corporation and First Chandler Corp. until their merger into BANF in January 2018, and is recognized by the board as a banking industry expert. He serves on BANF’s Audit Committee and Independent Directors’ Committee and meets NASDAQ independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Wagoner Corporation | Principal shareholder; Chairman of the Board | Until merger into BANF (Jan 2018) | Led prior banking entities merged into BANF |
| First Chandler Corp. | Principal shareholder; Chairman of the Board | Until merger into BANF (Jan 2018) | Led prior banking entities merged into BANF |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| First Bank of Burkburnett, Texas | Director | Current | Banking industry role |
| First Chandler USA, Inc. | Director | Current | Parent of National American Insurance Company |
| National American Insurance Company | Director | Current | Subsidiary of First Chandler USA, Inc. |
Board Governance
- Independence: The board affirmatively determined Martin is independent under NASDAQ rules; he participates in executive sessions via the Independent Directors’ Committee .
- Committees: Audit Committee (member); Independent Directors’ Committee (member). Audit met 12 times in 2024; Independent Directors’ Committee met at least annually (1 meeting in 2024). The full board met 12 times in 2024 .
- Attendance: Each current director attended at least 75% of board and applicable committee meetings; all directors except Joseph Ford and Robin Roberson attended the prior annual meeting (Martin not among exceptions) .
- Expertise matrix: Accounting/Finance; Investments; Real Estate. Board also designates him a banking industry expert .
- Lead independent director: G. Rainey Williams, Jr.; Independent Directors’ Committee meets at least annually in executive session .
- Board refreshment: No director eligible to stand for election after age 79 (Martin is 75) .
- Policies relevant to investor alignment: Anti-hedging policy applies to directors; pledging of BANF equity is not prohibited (company-level policy) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Earned or Paid in Cash | $54,000 | Aggregates monthly board, BancFirst board, and Audit Committee fees |
| Stock Awards | $0 | No RSUs granted to Martin in 2024 |
| Option Awards | $0 | No option awards in 2024 |
| All Other Compensation | $0 | None reported |
| Total | $54,000 | 2024 director compensation total |
- Director fee schedule: $1,500/month for BANF board; $1,500/month for BancFirst board; $1,500/month for Audit Committee; $12,500/quarter for Lead Independent Director (not Martin); other committee fees as applicable; initial RSUs at appointment/election vest 20% per year over 5 years starting two years after grant .
Performance Compensation
| Item | Status/Terms | Notes |
|---|---|---|
| Performance-based cash (Directors) | None | Director fees are fixed; Compensation Committee fees paid per meeting; no performance KPIs tied to director pay |
| Equity awards (Directors) | Initial RSU grant at appointment | RSUs vest time-based; Martin received no new RSUs in 2024 |
| Options (Directors) | Legacy plan terminated June 1, 2023 | Options outstanding continue under prior terms; Martin not listed among directors with options outstanding as of Dec 31, 2024 |
Other Directorships & Interlocks
| Entity | Relationship to BANF | Potential Interlock/Conflict Considerations |
|---|---|---|
| First Bank of Burkburnett, Texas | External bank | Ordinary-course loans to directors/affiliates are allowed under Regulation O; BANF reports such loans are on market terms with no adverse features |
| National American Insurance Company | External insurance company | No specific related-party transactions disclosed involving Martin |
Expertise & Qualifications
- Banking industry expert designation; deep banking leadership from prior chair roles at banks merged into BANF .
- Skills matrix: Accounting/Finance, Investments, Real Estate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William Scott Martin | 214,499 | <1% | As of March 31, 2025; percent shown as “* less than 1%” in proxy |
| Options/RSUs status | Not listed | N/A | Martin not listed among directors with options outstanding as of Dec 31, 2024 |
| Ownership guidelines | None | N/A | Company does not have stock ownership guidelines for directors/executives |
Governance Assessment
- Strengths: Independent director with Audit Committee service and banking industry expert designation; at least 75% meeting attendance; cash-only compensation in 2024 reduces pay complexity; significant personal share ownership enhances alignment .
- Risks/RED FLAGS:
- Pledging of BANF stock is permitted by company policy; no pledge disclosure for Martin, but policy allowance is a governance risk to monitor .
- No director stock ownership guidelines—alignment depends on voluntary holdings; Martin’s ownership is material, but the absence of a formal guideline is a structural gap .
- Concentrated ownership and influence: Chairman David E. Rainbolt beneficially owns ~15.03% and is deemed a “parent” under the Securities Act, which can reduce minority investor influence; board independence remains majority but concentration is a governance consideration .
- Engagement signals: Participation on a monthly Audit Committee (12 meetings in 2024) and on the Independent Directors’ Committee; attendance ≥75%; not among directors missing the annual meeting .
- Compliance signals: Proxy notes late Section 16 filings for two others (not Martin) in 2024–2025; no late filings noted for Martin .
- Related-party exposure: BANF extends loans to directors/affiliates in the ordinary course on market terms; none classified as problematic; no specific related-party transaction disclosures tied to Martin .
Overall: Martin’s audit oversight, banking expertise, and meaningful share ownership bolster investor confidence. Key watch items are the company’s allowance of pledging and lack of director ownership guidelines, and the broader governance context of concentrated ownership. Executive sessions and majority independent board mitigate some risks .