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Brad A. Vincent

Executive Vice President - Specialized Industries Banking at BOK FINANCIALBOK FINANCIAL
Executive

About Brad A. Vincent

Brad A. Vincent, age 64, is Executive Vice President and Executive Director of Specialized Industries at BOK Financial. He oversees Energy Financial Services, Commercial Real Estate, TransFund, Commercial Strategies, Merchant Banking, and Healthcare Banking; he previously served as Executive Director of Healthcare Banking. Vincent joined BOK Financial in 1997 and has held various roles in commercial lending . Company performance context over 2020–2024 shows Total Shareholder Return (value of $100 investment) rising from $81 (2020) to $138 (2024) versus $131 for the KBW Regional Bank peer group (2024) . Revenues and net income have been broadly stable in recent years (see Performance & Track Record), underscoring a pay program tied heavily to relative EPS growth against peers .

Past Roles

OrganizationRoleYearsStrategic Impact
BOK FinancialExecutive Director, Specialized Industries (current)Not disclosedLeads EFS, CRE, TransFund, Commercial Strategies, Merchant Banking, Healthcare Banking
BOK FinancialExecutive Director, Healthcare Banking (prior)Not disclosedBuilt and led healthcare banking franchise
BOK FinancialVarious positions in commercial lendingSince 1997Relationship/credit leadership across commercial banking

External Roles

No public company directorships or external roles disclosed for Mr. Vincent in the company proxy materials .

Fixed Compensation

Metric20232024
Base Salary (USD)$504,167 $529,167
Target Annual Bonus (% of Base)75% 75%
Actual Annual Bonus Paid (USD)$486,173 $576,582
Bonus Payout as % of Base94% 108%
Base Salary vs Pay-Peer Median99% 98%
Perquisites (selected)401(k) match $39,600; wellness $3,600; medical supplement $2,398; life insurance $4,910; trip earnings $3,771 401(k) match $41,400; wellness $3,600; medical supplement $2,398; life insurance $5,453; trip earnings $3,751

• One-time special award (Feb 2025) to recognize strong performance despite prior LTI zero payouts: Vincent $25,643 (based on $111.49 stock price on Feb 18, 2025) .

Performance Compensation

Annual Incentive (structure and outcomes)

YearMetricWeightTarget (Plan)Actual/Payout FactorNotes
2024EPS Growth vs peers40%Percentile linear scale194% payout (Company at 78.1st percentile) EPS metric determines majority of payout for NEOs
2024Business Performance (Specialized Industries unit)40%Budget-based scale118% achieved Unit-level two-year average vs plan
2024Strategic Objectives20%CEO-set, Committee-approved100% Reviewed/approved Feb 18, 2025
2023EPS Growth vs peers40%Percentile linear scale90% payout (Company at 47th percentile)
2023Business Performance (Specialized Industries unit)40%Budget-based scale170% achieved
2023Strategic Objectives20%CEO-set, Committee-approved110% Reviewed/approved Feb 20, 2024

• 2024 final payout for Vincent: $576,582 = 108% of base . 2023 final payout: $486,173 = 94% of base .

Long-Term Incentive (LTI) design and grants

YearLTI Target (% of Base)Performance-based (% of LTI)Service-based (% of LTI)Performance MetricVesting/Transfer
2024100% 70% 30% 3-year EPS growth vs peers (percentile) Performance shares reviewed at 2nd year-end anniversary; service shares vest at 3rd anniversary; 2-year post-vest hold for both
2023100% 70% 30% 3-year EPS growth vs peers (percentile) Same vesting/hold framework

Grant details:

  • 2024 Grants (2/20/2024): Performance shares threshold/target/max = 1,502 / 4,553 / 9,106; Service shares = 1,951 .
  • 2023 Grants (2/28/2023): Performance units threshold/target/max = 1,162 / 3,522 / 7,044; Service units = 1,510 .

Realized vesting in 2024: Shares acquired on vesting 1,433; value realized $122,034 .

Equity Ownership & Alignment

Ownership AspectDetail
Beneficial ownership (Mar 3, 2025)28,760 shares; includes 16,890 restricted and 8,301 held by the Vincent Family Revocable Trust; <1% of class
Beneficial ownership (Mar 4, 2024)34,678 shares; includes 14,632 restricted and 7,026 held by the Vincent Family Revocable Trust; <1% of class
Unvested service-based awards (12/31/2024)4,390 shares; market value $467,316 (at $106.45)
Unearned performance-based awards (12/31/2024)10,242 shares/units; market value $1,090,261 (at $106.45)
OptionsNone outstanding/exercisable
Ownership guidelines4x base salary; unvested equity does not count; target compliance by September 1, 2026
Pledging/HedgingNo pledging disclosed for Vincent; company permits hedging generally subject to insider trading policy

Deferred compensation (12/31/2024): Aggregate balance $2,398,058; 2024 earnings $151,402; no contributions in 2024; did not hold BOK Financial stock in his deferred account during 2024 .

Employment Terms

Scenario (assumes 12/31/2024)Cash SeveranceEquity TreatmentOther
Termination without Cause$900,165 Unvested equity remains subject to restrictions; no acceleration Non-solicit 1 year; $3,000/year during restriction
Termination without Cause following Change of Control (Double Trigger)$1,064,000 (2x salary) All unvested service- and performance-based equity vests Non-solicit 1 year; $3,000/year during restriction
For Cause$0 Forfeiture; standard policy Non-solicit 2 years; $3,000/year during restriction
  • Clawback: Company has a clawback policy to recover improperly paid incentive-based compensation (filed with 10-K) .
  • No tax gross-ups disclosed; severance structure is moderate and formulaic .

Performance & Track Record

Company TSR (value of $100 investment; higher is better)

Metric20202021202220232024
Company TSR ($)81 128 128 109 138
Peer Group TSR ($)91 125 116 116 131

Company fundamentals (USD)

MetricFY 2020FY 2021FY 2022FY 2023FY 2024
Revenues ($)842,320,000*755,775,000*643,257,000*789,949,000*839,641,000*
Net Income ($)435,030,000*618,121,000*520,273,000*530,746,000*523,569,000*

Values retrieved from S&P Global.*

Compensation Committee, Peer Group, and Say-on-Pay

  • Compensation Committee members: Joseph W. Craft III (Chair), Chester E. Cadieux III, David F. Griffin, George B. Kaiser, Steven J. Malcolm, Emmet C. Richards, Claudia S. San Pedro . BOKF is a “controlled company” under NASDAQ (majority owner George B. Kaiser); despite exemptions, it maintains a substantial majority of independent directors .
  • Pay design emphasizes relative EPS growth against a defined “Performance Peer” group; LTI for non-CEO NEOs is 70% performance-based and 30% service-based; LTI targets generally set around pay-peer medians .
  • 2024 say-on-pay: “significant support” from shareholders; no direct program changes made as a result .

Related Party, Hedging, and Controls

  • Hedging: The company permits hedging generally, governed by the Insider Trading Policy (not prohibited) .
  • Related party: None specific to Vincent disclosed; related-party transactions with other insiders (e.g., leases with Kaiser affiliates; QuikTrip ATM fee-sharing) disclosed and overseen per policy .
  • Section 16(a): One late report in 2024 (unrelated to Vincent) noted for another director .

Additional Disclosures and Filings

  • Outstanding equity at FY-end 2024 shows meaningful unearned performance awards (10,242) and service awards (4,390), with two-year post-vest holding requirements that may stagger sales and mitigate one-time selling pressure .
  • No recent Item 5.02 (executive appointment/comp changes) 8-Ks specific to Vincent were found; a historical 2018 8-K related to a board change was unrelated to Vincent .

Investment Implications

  • Pay-for-performance alignment: Vincent’s incentives are heavily levered to relative EPS growth (40% of annual bonus; 70% of LTI), creating clear linkage to peer-relative profitability rather than absolute macro conditions .
  • Near-term selling pressure: As of 12/31/2024, Vincent had 10,242 unearned performance awards and 4,390 unvested service shares with two-year post-vest holding requirements, implying staggered potential supply rather than lump-sum sales; ownership guidelines (4x salary by 9/1/2026) further constrain discretionary selling .
  • Retention and change-of-control: Severance is modest (1x salary; 2x after CoC) with double-trigger equity acceleration, supporting retention without excessive shareholder cost; strong clawback and defined non-solicit protections apply .
  • Governance watchpoints: Controlled-company status and the majority owner’s presence on the Compensation Committee merit ongoing monitoring; hedging permissibility reduces alignment versus best-practice prohibitions, though insider trading policy governs timing .
  • Performance context: TSR outperformed peers in 2024 after underperformance in 2023; stable net income through 2022–2024 suggests medium-term continuity in incentive attainment if relative EPS growth remains strong (annual bonus EPS factor was 194% in 2024) .