Chester E. Cadieux, III
BOK FINANCIALAbout Chester E. Cadieux, III
Chester E. Cadieux, III (age 58) is Chairman and Chief Executive Officer of QuikTrip Corporation since 2002 (previously Vice President of Sales) and has served on BOK Financial’s board since 2005. The proxy cites his knowledge of finance and accounting, management experience, and familiarity with all of BOKF’s geographic markets as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuikTrip Corporation | Vice President of Sales | Prior to 2002 | Senior leadership and sales management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QuikTrip Corporation (private) | Chairman & CEO | 2002–Present | Significant shareholder; QuikTrip has material commercial arrangements with BOKF’s TransFund ATM network |
| Other public company directorships | Not disclosed | — | No other public company boards noted in proxy biography |
Board Governance
- Committee assignments: Risk Committee member; Compensation Committee member. He is not listed as a chair on either committee .
- Attendance: The proxy states all directors serving the full year, except Messrs. Armstrong, Cadieux, and Simmons who were each absent on occasion due to business conflicts, attended at least 75% of Board and committee meetings on which they served; Board met four times in 2024; executive sessions were held after each regular meeting (four in total) .
- Independence status and structure: BOK Financial is a “controlled company” (Mr. Kaiser beneficially owns ~59.08%) and is exempt from certain NASDAQ independence requirements. The Audit Committee is comprised solely of independent directors; the Compensation Committee includes Mr. Kaiser alongside non-officer directors, including Mr. Cadieux .
- Executive sessions: Four executive sessions in 2024; Mr. Kaiser served as presiding director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Per Directors' Stock Compensation Plan |
| Annual equity retainer (stock) | $20,000 | Issued around July 1; 2024 grant prices: $85.89 (Q4 2023 service) and $89.26 (calendar 2024) |
| Board meeting fees | $7,500 per meeting | Paid in cash per meeting attended |
| Committee meeting fees | $1,500 per meeting | One fee paid when committees meet contemporaneously |
| Committee chair fee | $3,500 per meeting | Applicable to chairs; Cadieux not listed as chair |
| Additional meeting stipend | $500 | For quarterly earnings release or assisting management; non-Oklahoma residents receive $1,000/day in-person |
| Cadieux—Fees earned in cash (2024) | $48,507 | From Director Compensation table |
| Cadieux—Stock awards (2024) | $26,435 | From Director Compensation table |
| Cadieux—Total compensation (2024) | $74,942 | From Director Compensation table |
Performance Compensation
- No performance-based components are disclosed for non-officer directors; compensation consists of retainers, meeting fees, and annual stock awards without performance metrics .
Other Directorships & Interlocks
| Relationship | Nature | 2024 Value/Exposure | Potential Governance Impact |
|---|---|---|---|
| QuikTrip–TransFund ATM fee sharing | BOKF pays fees to QuikTrip for TransFund ATMs placed at QuikTrip locations | ~$11.5 million paid by BOKF in 2024 | Related-party commercial relationship; requires robust oversight and recusal protocols |
| Cadieux interest rate derivatives with BOKF | Derivative contracts between Cadieux/related interests and BOKF | Unrealized gain of $1,022,666 as of 12/31/2024 (from Cadieux perspective) | Direct financial exposure with company creates conflict risk if not managed by independent review |
Expertise & Qualifications
- Finance and accounting knowledge; senior operating leadership as CEO of QuikTrip; market familiarity across BOKF’s geographies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Chester E. Cadieux, III | 4,974 | * (<1%) | As of March 3, 2025; 64,271,736 shares outstanding |
| Shares outstanding (reference) | 64,271,736 | — | For percentage context; table uses * to denote <1% |
No pledging or hedging of BOKF stock is disclosed for Cadieux; pledging is disclosed for Mr. Kaiser (18,073,394 shares as of Jan 31, 2025), not for Cadieux .
Governance Assessment
- Strengths: Long-tenured director (since 2005) with deep operating experience and finance/accounting background; active on Risk and Compensation committees overseeing critical areas (enterprise risk; senior executive compensation) .
- Alignment: Receives annual equity as part of director pay; holds 4,974 shares, which is less than 1% of outstanding shares—typical for outside directors. Director equity grants have defined issuance pricing methodology, offering transparent alignment, albeit without performance metrics .
- Controlled-company considerations: With Mr. Kaiser as controlling shareholder and presiding director at executive sessions, independence on compensation governance may be structurally limited; Audit Committee remains fully independent. Cadieux’s presence on Compensation Committee alongside the controlling shareholder warrants attention to how independence is maintained in practice .
- Attendance signal: Proxy language indicates exceptions to the ≥75% attendance threshold for Messrs. Armstrong, Cadieux, and Simmons due to business conflicts—this is a governance concern for engagement; investors may seek clarification on Cadieux’s specific attendance rate and remediation .
- Conflicts—RED FLAGS:
- QuikTrip fee-sharing with TransFund totaled ~$11.5 million in 2024—material related-party transaction requiring independent oversight and strict recusal .
- Cadieux and related interests maintain interest rate derivative contracts with BOKF (unrealized gain $1,022,666 at year-end 2024)—direct financial arrangements with the issuer necessitate robust conflict controls .
- Section 16 compliance: No late filings disclosed for Cadieux in 2024 (one late report for Mr. Joullian); indicates basic compliance with insider reporting .
Overall: Cadieux brings valuable operator expertise but faces heightened conflict-of-interest scrutiny due to material QuikTrip arrangements and personal derivatives with BOKF. Combined with controlled-company governance, investors should monitor committee processes (recusal, independent review), attendance improvement, and disclosure around independence determinations.
Notes for Further Diligence
- Independence determination for Cadieux is not explicitly enumerated; investors should request confirmation of independence status and specific recusal practices on related-party items .
- Obtain director-level attendance percentages (not just threshold compliance language) and any corrective actions or scheduling adjustments planned for 2025 .
- Review committee minutes/charter references for how related-party transactions and director financial dealings are vetted (Risk/Compensation/Credit Committees) .