Claudia S. San Pedro
BOK FINANCIALAbout Claudia S. San Pedro
Claudia S. San Pedro (age 55) has served on the BOK Financial Corporation Board since 2019. She is the former President of SONIC (Inspire Brands) and previously served as SONIC’s EVP & CFO and VP of Investor Relations & Treasurer; earlier, she was Director of the Oklahoma Office of State Finance. Her core credentials are finance and accounting expertise, public company executive management, and retail marketing experience across BOKF’s geographic markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SONIC (Inspire Brands) | President | Jan 2018 – Jun 2023 | Led brand; executive management experience cited as Board qualification |
| SONIC | EVP & CFO | 2015 – 2017 | Finance, planning, lender/shareholder relations |
| SONIC | VP Investor Relations & Treasurer | 2006 – 2014 | Capital markets, IR, treasury |
| State of Oklahoma | Director, Office of State Finance | Appointed 2005 | Government budgeting/finance; public sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in nominee profile |
Board Governance
- Independence: BOKF is a NASDAQ “controlled company,” but the Audit Committee is composed solely of independent directors; San Pedro serves on this committee, indicating independent status under NASDAQ Rule 5605(a)(2) .
- Committee memberships and engagement:
- Audit Committee member; the committee met 10 times in FY2024 .
- Compensation Committee member; the committee met 3 times in FY2024 .
- Chair roles: Not listed as chair of any Board committee (Audit chair: E. Carey Joullian; Compensation chair: Joseph W. Craft III) .
- Attendance: All directors serving the full year attended at least 75% of Board and committee meetings, except Armstrong, Cadieux, and Simmons (business conflicts). San Pedro is not named among exceptions, implying ≥75% attendance. Fourteen of seventeen directors attended the 2024 annual meeting .
- Executive sessions: The Board held four executive sessions in 2024; the presiding director is the Chairman (George B. Kaiser) .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 10 | Committee is fully independent per NASDAQ; oversight of financial reporting, internal controls, auditors, related-party reporting, CSR |
| Compensation | Member | 3 | Oversees CEO and senior exec compensation and incentive risk; no delegation of authority |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 64,007 | 26,435 | 90,442 |
Director pay structure:
- Annual retainer: $20,000 in shares and $20,000 in cash for non-officer directors; plus $7,500 per Board meeting, $1,500 per committee meeting (one fee if committees meet contemporaneously), $3,500 for each committee meeting chaired, $500 for quarterly earnings release or special meetings, and $1,000 per in-person meeting day for non-Oklahoma resident directors. Director stock grants are typically issued around July 1; 2024 issuance prices were $85.89 (Q1 grant for prior quarter service) and $89.26 (calendar year grant) .
Performance Compensation
- No director performance-based compensation, options, or PSUs disclosed for non-officer directors; equity is granted via the Directors’ Stock Compensation Plan rather than performance plans .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed |
| Potential interlocks | Related-party dealings disclosed for other directors (e.g., QuikTrip fee-sharing with TransFund; Griffin Communications hedges; Kaiser-affiliated office leases), but none identified for San Pedro . |
Expertise & Qualifications
- Finance and accounting expertise; public company executive management; retail marketing experience .
- Government finance leadership (Director, Oklahoma Office of State Finance) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Notes |
|---|---|---|---|
| Claudia S. San Pedro | 2,994 | <1% | Indirect via San Pedro-Sund Joint Revocable Trust |
| Shares Outstanding (record date) | 64,271,736 | — | As of March 3, 2025 |
| Pledging/Hedging | No pledging disclosed for San Pedro; company permits hedging generally (no prohibitive policy), a governance risk consideration . |
Governance Assessment
- Board effectiveness and independence: Serving on the fully independent Audit Committee supports investor confidence in financial oversight. Participation on the Compensation Committee ties her to pay-for-performance oversight and incentive risk management .
- Engagement: The Audit Committee’s 10 meetings and Compensation’s 3 meetings in 2024, alongside her ≥75% attendance, indicate active governance involvement .
- Compensation and alignment: 2024 director pay of $90,442 with a material equity component ($26,435) aligns director interests with shareholders; equity issuance follows a transparent pricing formula under the Directors’ Stock Compensation Plan .
- Conflicts and related-party exposure: No related-party transactions reported involving San Pedro. Broader Board-related transactions exist (Kaiser leases; QuikTrip/TransFund; Griffin hedges), monitored under formal policies and committee oversight—mitigating but not eliminating perceived conflict risk in a controlled-company context .
- RED FLAGS:
- Controlled company status (majority owner at ~59%) reduces certain NASDAQ governance requirements, though BOKF maintains substantial independent representation and fully independent Audit Committee. Controlled structure can concentrate influence and warrants attention to committee independence and processes .
- Company permits hedging by insiders; while governed by the Insider Trading Policy, allowance of hedging can weaken alignment signals relative to peers that prohibit hedging/pledging for directors .
Net takeaway: San Pedro brings seasoned finance and operating leadership from a scaled consumer brand and public company executive background, bolstering audit and compensation oversight. No direct conflicts or attendance issues are disclosed. In a controlled-company framework, her independent committee roles and equity-based director compensation support governance quality and alignment signals for investors .