Alan S. Armstrong
BOK FINANCIALAbout Alan S. Armstrong
Alan S. Armstrong (age 62) has served as an independent, non-officer director of BOK Financial Corporation since 2013; he is Chief Executive Officer, President, and a Director of The Williams Companies, Inc. (energy), bringing energy sector and public company leadership experience, civic involvement, and regional knowledge to BOKF’s board . As of March 3, 2025, Armstrong beneficially owned 4,949 BOKF shares, including 1,500 shares held indirectly via CCJG Investments, LLC; his ownership is less than 1% of shares outstanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Williams Companies, Inc. | CEO, President, Director | Since Jan 2011 | Brings energy sector and management expertise, civic leadership, regional knowledge, and public company experience to BOKF board |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Williams Companies, Inc. | CEO, President, Director | Current | Public company directorship and operating leadership in energy sector |
Board Governance
- Committee assignments: Member, Credit Committee (Chair: Griffin). Credit Committee met 8 times in FY2024 and oversees credit portfolio quality, extensions of credit above board thresholds, credit-related policies, and related-party credit transactions .
- Other committees: Not listed on Audit (10 meetings), Risk (4 meetings), or Compensation (3 meetings) committees .
- Attendance and engagement: The full Board met 4 times in 2024; the proxy notes Armstrong was “absent on occasion due to business conflicts.” Fourteen of 17 directors attended the 2024 Annual Meeting. Executive sessions were held after each regular board meeting (4 in total), presided over by Chairman George B. Kaiser .
- Independence context: BOKF is a NASDAQ “controlled company” (Kaiser beneficially owns ~59.08%), exempt from certain independence requirements, although it maintains a substantial majority of independent directors; the Audit Committee is composed solely of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $20,000 | Paid to all non-officer directors under Directors’ Stock Compensation Plan |
| Annual retainer (stock) | $20,000 | Issuance prices: Q1 grant (for 4Q23 service) $85.89; 2024 calendar grant $89.26 |
| Meeting fees | $7,500 per board meeting | Cash per board meeting attended |
| Committee meeting fees | $1,500 per committee meeting | $3,500 per meeting when chairing a committee; $500 for quarterly earnings release/assist meetings |
| Travel differential | $1,000 per meeting day | For non-Oklahoma resident directors attending in person |
| 2024 Director compensation (Armstrong) – Cash fees | $35,007 | As reported |
| 2024 Director compensation (Armstrong) – Stock awards | $26,435 | As reported |
| 2024 Director compensation (Armstrong) – Total | $61,442 | As reported |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-linked director pay (PSUs/options) | Not disclosed | Director compensation consists of cash retainers/meeting fees and fixed stock retainer; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock | Notes |
|---|---|---|---|
| The Williams Companies, Inc. | Armstrong is CEO/President/Director | Board also includes Steven J. Malcolm (retired Williams Chairman/CEO) | Armstrong’s and Malcolm’s Williams ties create network connectivity; no Williams-related party transactions disclosed by BOKF |
Expertise & Qualifications
- Energy sector and management expertise; civic leadership; regional market knowledge; public company experience noted by BOKF as qualifications for Armstrong’s board service .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Alan S. Armstrong | 4,949 | Includes 1,500 shares indirectly owned via CCJG Investments, LLC; less than 1% of outstanding shares |
Governance Assessment
- Controlled company risks: With ~59.08% ownership, BOKF is exempt from certain NASDAQ independence requirements; the board states it maintains a substantial majority of independent directors and uses consensus for nominations. Audit Committee is fully independent, but Compensation and Credit Committees include the controlling shareholder (Kaiser) among members, which can constrain independent oversight perceptions .
- Attendance signal: The proxy specifically notes Armstrong was “absent on occasion due to business conflicts.” While the statement affirms at least 75% attendance for directors other than the named exceptions, it does not explicitly disclose Armstrong’s attendance percentage; repeated “business conflicts” could be viewed as a soft engagement flag by investors .
- Hedging policy: BOKF permits hedging transactions by directors, officers, and employees (subject to Insider Trading Policy). Allowing hedging can be viewed as misaligned with shareholder-preferred practices that discourage hedging to preserve incentive alignment—a governance red flag for some investors .
- Ownership alignment: Armstrong’s stake is under 1% (4,949 shares), which is typical for outside directors but offers limited direct economic alignment relative to a controlled company context; there is no director-specific ownership guideline disclosure in the proxy .
- Committee role: Armstrong’s placement on the Credit Committee aligns with his operating experience, supporting oversight of credit risk and related party credit transactions; however, the committee includes the controlling shareholder, which may temper pure independence optics .
- Related-party exposure: BOKF discloses material related-party transactions with QuikTrip (Cadieux) and real estate leases with Kaiser affiliates; none are disclosed involving Armstrong or Williams, mitigating direct conflict concerns for Armstrong at this time .