David F. Griffin

About David F. Griffin

David F. Griffin (age 59) has served on BOK Financial Corporation’s Board since 2003. He is Chairman & CEO of Griffin Capital, LLC and CEO of GComm Holdings, LLC (parent of Griffin Media LLC and Griffin Investments LLC), bringing corporate management expertise and deep ties to the Oklahoma City and Tulsa markets . BOKF is a controlled company under NASDAQ rules, led by majority shareholder George B. Kaiser, which shapes board independence requirements and practices .

Past Roles

External Roles

Board Governance

• Committees and roles:
  • Credit Committee: Chair. Oversees credit portfolio quality, large extensions of credit, credit‑related policies, and related‑party credit transactions .
  • Compensation Committee: Voting member (not an officer). Oversees CEO and senior executive compensation; risk in incentives. Committee includes controlling shareholder George B. Kaiser .
• Attendance and engagement: Board met four times in 2024; all directors serving the full year attended at least 75% of board and applicable committee meetings, with exceptions noted for other directors (Armstrong, Cadieux, Simmons). Griffin was not listed as an exception .
• Independence context: BOKF is a NASDAQ “controlled company” (approx. 59.08% owned by George B. Kaiser) and is exempt from certain NASDAQ independence requirements; Audit Committee members are all independent, but the Board does not maintain a separate nominating committee . Executive sessions were held after each regular board meeting; presiding director is Mr. Kaiser .

Fixed Compensation

Director compensation structure:

• Annual retainer: $20,000 in shares + $20,000 in cash .
• Meeting fees: $7,500 per Board meeting; $1,500 per committee meeting; $3,500 per committee meeting chaired; $500 for quarterly earnings release/other management assist meetings; +$1,000/day for non‑Oklahoma resident directors attending in person .

Performance Compensation

• No performance‑linked compensation elements are disclosed for non‑officer directors; equity awards are service‑based director shares under the Directors’ Stock Compensation Plan .
• 2024 issuance prices for director stock awards (for informational alignment):
  • Q1 (service in Q4 2023): $85.89 per share .
  • 2024 calendar year grant: $89.26 per share .

Other Directorships & Interlocks

Expertise & Qualifications

• Significant expertise in corporate management; leadership of media and investment businesses; deep ties across Oklahoma City and Tulsa markets .
• Role as Credit Committee Chair suggests applied experience in credit risk oversight and portfolio governance .

Equity Ownership

• Shares outstanding: 64,271,736 (record date 3/3/2025) .
• No pledging disclosed for Griffin; pledging disclosure pertains to Mr. Kaiser (environmental governance consideration) .

Governance Assessment

• Strengths:

  • Long tenure (since 2003) with committee leadership in Credit, indicating institutional knowledge and direct accountability for credit risk oversight .
  • Documented engagement: not flagged among exceptions to the 75% attendance threshold in 2024 .

• Watch items / RED FLAGS:

  • Related‑party transactions: Griffin Communications’ hedging with BOKF creates potential conflicts; while governed under the Related Party Transaction Policy, Griffin’s committee chairmanship over credit‑related party matters heightens sensitivity and requires robust recusal and oversight practices .
  • Controlled company status: Exemptions from certain NASDAQ independence requirements and the chairing of executive sessions by the controlling shareholder may limit independent counterbalance; the Compensation Committee includes Mr. Kaiser, increasing perceived influence over pay decisions .
  • Hedging policy: Company permits hedging by directors and employees (no formal prohibition), which is generally viewed as misaligned with shareholder‑friendly governance norms unless tightly controlled .

• Signals for investor confidence:

  • Clear disclosure of director pay and standardized fee structure; service‑based equity for directors supports some alignment though lacks performance linkage .
  • Executive sessions conducted after each regular board meeting; however, presiding director being the controlling shareholder may dilute independent oversight signal .

Overall, Griffin’s committee leadership and tenure are positives for board effectiveness in credit risk oversight, but his leadership of an entity engaged in financial contracts with BOKF and the controlled‑company governance context introduce material perceived conflict risks that warrant ongoing monitoring and transparency in recusals and approvals .