David D. Stratton
BOK FINANCIALAbout David D. Stratton
David D. Stratton, age 47, became Executive Vice President – Regional Banking at BOK Financial effective March 31, 2025, overseeing Arizona, Colorado, Kansas, Missouri, New Mexico, Oklahoma markets, and the Treasury Services Division. He joined BOK Financial in 2018 after 15 years at JPMorgan Chase, most recently serving as Managing Director and Oklahoma Region Manager for Commercial Banking; internally he progressed to Executive Vice President, Oklahoma Corporate Banking Director in 2022 before his current appointment . BOK Financial’s long-term performance context relevant to his remit includes a five-year TSR value of $138 vs. $131 for the KBW Regional Banking Index in 2024, and company-selected measures such as EPS and relative EPS percentile used in incentives . The company emphasizes long-term value creation, with CAGR EPS growth of 8.2% vs. 4.0% for the KRX median historically .
Company performance context (latest five years):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – Company TSR | $81 | $128 | $128 | $109 | $138 |
| Value of $100 Investment – Peer Group TSR (KBW Regional Banking Index) | $91 | $125 | $116 | $116 | $131 |
| Net Income ($) | $435,071 | $616,325 | $520,293 | $531,133 | $523,553 |
| EPS (Company Selected Measure) | $6.19 | $8.95 | $7.68 | $8.02 | $8.14 |
| 2-Year Relative EPS Percentile | 78% | 53% | 11% | 47% | 78% |
“There is no principle more emphasized in our organization than managing for long-term value rather than short-term results.” — George B. Kaiser .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BOK Financial | EVP, Regional Banking (AZ, CO, KS, MO, NM, OK) and Treasury Services | 2025–present (effective Mar 31, 2025) | Regional P&L and treasury services oversight across diversified markets |
| BOK Financial | EVP, Oklahoma Corporate Banking Director | 2022–2025 | Led Oklahoma corporate banking, deepening commercial relationships |
| BOK Financial | Corporate Banking Director, Tulsa | 2018–2022 | Built and managed Tulsa corporate banking portfolio |
| JPMorgan Chase | Managing Director, Oklahoma Region Manager, Commercial Banking | ~2003–2018 (15 years to 2018) | Led regional commercial banking offices; market growth and team leadership |
External Roles
No public company board or external directorships disclosed for Stratton in the latest proxy. Skip.
Fixed Compensation
Not disclosed for Stratton (he was not a Named Executive Officer in 2024; excluded from ownership calculations because he became an executive officer March 31, 2025). Skip.
Performance Compensation
Executive Incentive Plan structure for EVP-level executives (company-wide program design):
| Component | Metric | Typical Weighting (EVPs) | Target/Payout Mechanics | Vesting/Payment Timing |
|---|---|---|---|---|
| Annual Incentive – EPS Growth | 2-year average EPS growth vs Performance Peer percentile | 40% (EVPs Grauer/Maun/Vincent) | Linear interpolation: 0% below 30th pct; 33% at 30th; 100% at 50th; 200% at ≥80th percentile | Cash; historically paid Q1 following service year |
| Annual Incentive – Business Performance | Unit performance vs plan (EVPs’ business units) | 40% (EVPs) | Linear interpolation: 0% below 80%; 33% at 80%; 100% at 100%; 200% at ≥120% | Cash |
| Annual Incentive – Strategic Objectives | CEO-set, Committee-approved individual objectives | 20% | Achievement reviewed and approved annually; 0–120% attainment | Cash |
| Long-Term Incentive – Performance Shares/Units | 3-year EPS growth vs peers, measured at the 2-year anniversary for earn-out | 70% performance-based for EVPs | Same percentile curve as annual EPS; potential earn above target adds shares; below target forfeits - | Earned at 2-year mark; 2-year post-vesting hold; transfer restrictions apply - |
| Long-Term Incentive – Service Shares/Units | Time-based vesting | 30% service-based for EVPs | Vests on 3rd anniversary of grant date | 2-year post-vesting hold; ownership guidelines apply - |
Compensation governance and calibration:
- Peer frameworks: Distinct Performance Peers (broad asset-size band ±2x/0.5x) vs Pay Peers (geography-filtered subset) guide EPS comparisons and target setting .
- 2024 outcomes for EVPs underscore payout mechanics: e.g., EPS percentile of 78.1% yielded ~194% payout for EPS component; business unit payouts scaled per performance; strategic objectives approved Feb 18, 2025 .
- Committee reaffirmed plan design; granted one-time special awards in Feb 2025 owing to legacy peer methodology causing consecutive zero LTI payouts in prior years; strong say‑on‑pay support in 2024 led to no structural changes .
Equity Ownership & Alignment
Policy architecture relevant to Stratton’s alignment:
- Executive Stock Ownership Guidelines: multiples of base salary with five-year compliance window; unvested service/performance shares and options do not count; reviewed annually using a 90‑day average price (Q1 2024 average $84.77). Multiples disclosed for NEOs only (CEO 6x, CFO 5x, others 4x); Stratton’s specific multiple not disclosed .
- Holding requirements: performance-based awards (and units) subject to 2-year hold post-vesting; service-based awards vest at 3 years and then 2-year hold; sales constrained by ownership guidelines - -.
- Hedging/Pledging: Company permits hedging and does not prohibit pledging; insider trading policy governs timing and conduct. Notably, 18,073,394 shares pledged by majority shareholder George B. Kaiser as of Jan 31, 2025, highlighting a systemic permissive stance on pledging (no pledging disclosure for Stratton) .
- Beneficial ownership: Not disclosed for Stratton in 2025 proxy due to timing of executive status. Skip.
Employment Terms
- Severance (without cause): Standard severance plus lump sum equal to one times annual salary; benefits accrued through termination date; equity remains subject to restrictions if not otherwise vested .
- Change-of-control (double-trigger economics): If terminated without cause within one year post-change-of-control, lump sum equals two times annual salary; all unvested service- and performance-based equity awards vest (accelerated vesting) .
- Non-solicitation: 1-year post-termination (non-cause) and 2-year (for cause) client/employee non-solicit; $3,000 annual payment during non-solicit term .
- Clawback: Board may recover or forfeit incentive compensation if based on incorrect financial information; broader Clawback Policy filed with 2023 Annual Report (Feb 21, 2024) .
- Equity grant practices: Grant date aligned with Committee approval in February; no coordination with MNPI release; moved to third Friday in January beginning 2025 for administrative purposes .
Investment Implications
- Pay-for-performance alignment is structurally robust for EVPs: 80% of annual incentive tied to quantifiable outcomes (EPS vs peers and unit performance), with LTI majority performance-based and subject to post‑vesting hold, supporting retention and reducing short-term sell pressure once Stratton begins receiving EVP grants - -.
- Selling pressure windows are gated: 2-year hold after vesting plus ownership guidelines create staggered liquidity events; monitor grant calendars and vest schedules beginning with 2025/2026 awards to anticipate potential sales when holds lapse and guidelines are met - -.
- Risk flags: Company allows hedging/pledging—this permissive stance is a governance overhang for alignment; while no pledging by Stratton is disclosed, policies could enable hedging that blunts incentive alignment unless constrained by internal policy timing and ownership rules .
- Retention and transition: Double-trigger CoC acceleration and 2x salary severance, plus clear non‑solicit terms, lower transition risk; the large, multi-state remit suggests execution leverage—focus on regional credit, deposit, and treasury service KPIs tied to Business Performance component for future payouts - .
- Shareholder sentiment and peer calibration: Strong say-on-pay support and updated peer methodology for performance measurement should stabilize LTI outcomes; monitor 2025–2027 relative EPS rankings for expected LTI earn rates under the revised peer set .