Derek S. Martin
BOK FINANCIALAbout Derek S. Martin
Executive Vice President and Chief Information Officer at BOK Financial. Age 54. Leads enterprise operations and information technology; joined BOK Financial in 1994, appointed CIO in 2022 after serving as EVP, Consumer Banking Services and previously Head of Strategic Services overseeing strategy, digital origination, analytics, operations and multiple product lines . Education: BBA in Finance (University of Central Oklahoma), MBA in Finance (Oklahoma City University), graduate of the Southwest Graduate School of Banking at SMU; serves on the board of Goodwill of Tulsa and has held prior Tulsa civic/trustee roles . Company performance context during his executive tenure shows strong 2024 peer-relative EPS percentile and recovering TSR, with EPS-based pay central to incentives .
Company performance context (not Derek-specific):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR – value of $100 investment | $81 | $128 | $128 | $109 | $138 |
| EPS (“CSM: Earnings Per Share”) | $6.19 | $8.95 | $7.68 | $8.02 | $8.14 |
| 2-Year Relative EPS Percentile | 78% | 53% | 11% | 47% | 78% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BOK Financial | EVP & Chief Information Officer | 2022–present | Leads enterprise operations and IT across the company . |
| BOK Financial | EVP, Consumer Banking Services | Pre-2022–2022 | Managed consumer, small business and mortgage banking across seven brands in eight states . |
| BOK Financial | Head of Strategic Services | n/d | Oversaw strategy, digital banking and origination, BI/analytics, operations, contact center, small business, credit delivery, and various product lines . |
External Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Goodwill of Tulsa | Director (Board) | n/d | Community non-profit board service . |
| Tulsa River Parks Authority | Trustee (prior) | n/d | Civic trustee role . |
| Tulsa Children’s Coalition | Board (prior) | n/d | Community non-profit involvement . |
Fixed Compensation
- Derek S. Martin was not a named executive officer (NEO) in the 2024 proxy; his specific base salary and target annual bonus are not disclosed. BOKF sets base salary by benchmarking to a Pay Peer median and adjusting for role scope, experience and performance .
- Executive compensation program components include: Salary, annual Executive Incentive Compensation, and long-term equity under the Omnibus Plan; philosophy emphasizes peer-relative performance, alignment with shareholders, and discouraging excessive risk-taking .
Performance Compensation
Annual Incentive (plan mechanics and 2024 outcomes – program-wide):
- Components: EPS Growth vs Performance Peers (peer-relative 2-year average growth), Business Performance vs budget (0–200% linearly from <80% to ≥120% of plan), and Strategic Objectives (20% of annual incentive for each named executive) .
- 2024 EPS Growth percentile was 78.1%, driving a 193.67% payout for the EPS component across NEOs; Strategic Objectives were set and approved in 2024/2025; Business Performance is unit- or company-level by executive .
- Note: The proxy shows individual target/payout details for NEOs (CEO, CFO, Wealth, Regional Banking, Specialized Industries), not for Martin (CIO) .
Long-Term Incentive (LTI) structure:
- LTI targets are set as a % of base salary, paid in restricted stock/RSUs; majority performance-based for NEOs (CEO 100% perf-based; other NEOs 70% perf/30% service in 2024) .
- Performance-based RS/RSUs vest when earned based on relative 3-year EPS growth percentiles (0% below 30th; 33% at 30th; 100% at 50th; 200% at ≥80th); service-based RS/RSUs vest at 3 years; both are subject to a 2-year post-vesting hold .
- The Compensation Committee noted consecutive zero-payout years for performance LTI ending 12/31/2022 and 12/31/2023 under a legacy peer methodology and approved a small one-time special award in Feb 2025 for NEOs (aggregate ~$350k) while keeping LTI methodology unchanged; not applicable to Martin (non-NEO) .
Equity Ownership & Alignment
Insider ownership and recent Form 4 activity:
- Beneficial ownership after Feb 2025 transactions: 16,855.122 shares (direct) . BOKF had 64,271,736 shares outstanding as of March 3, 2025 → Martin’s stake ≈ 0.026% based on these figures .
| Date | Transaction | Shares | Price | Beneficial ownership after | Notes |
|---|---|---|---|---|---|
| 02/18/2025 | A (award) | 3,399 | $0 | 17,699.122 | Restricted stock vests 01/17/2028; subject to forfeiture if terminated pre-vest or if EPS targets unmet (Executive Incentive Plan) . |
| 02/18/2025 | A (one-time award) | 201 | $0 | 17,900.122 | One-time RS award vesting 02/19/2025 . |
| 02/19/2025 | D (downward adj.) | 190 | $0 | 17,710.122 | Downward restricted stock adjustment based on performance goals for 2022 awards . |
| 02/19/2025 | F (tax withholding) | 855 | $110.80 | 16,855.122 | Shares withheld for taxes on vesting . |
Alignment policies and potential selling pressure:
- Two-year hold requirement applies after vesting for both service and performance awards under the plan, supporting longer holding periods .
- Stock ownership guidelines use multiples of base salary for executive management; specific multiple for the CIO is not enumerated in the proxy (NEO examples: CEO 6x, CFO 5x, etc.) .
- Hedging: The company permits hedging and does not prohibit such transactions for employees/officers/directors; transactions are governed by the Insider Trading Policy—this is atypical and a potential alignment red flag .
- Pledging: The largest shareholder (George B. Kaiser) had 18,073,394 shares pledged as collateral as of Jan 31, 2025; no pledging disclosure for Martin .
- Equity instruments: No stock options outstanding company-wide as of 12/31/24; LTI delivered via restricted stock/units (reduces option-related incentive risk) .
Employment Terms
- Change of control: If an executive (or any employee) is terminated other than for cause within one year after a change of control, all unvested service- and performance-based equity vests (single-trigger vesting requires the termination event) .
- Severance multiples (for executives under employment agreements): Upon termination without cause following a change of control, lump sum equals 2x annual salary; proxy tables show this structure for NEOs .
- Non-solicitation: One-year non-solicit after termination (two years if for cause) covering clients and employees; $3,000 paid in arrears for each year the non-solicit is effective .
- Clawback: Board may require forfeiture/restoration of incentive compensation if based on incorrect financials; a formal Clawback Policy applies to incentive-based compensation and was filed with the 2023 Annual Report .
- Grant practices: Annual equity grant timing approved in February; administrative shift to third Friday in January beginning with the 2025 grant .
Investment Implications
- Pay-for-performance alignment is anchored in peer-relative EPS for both annual and long-term incentives; 2024’s 78th percentile relative EPS delivered a near-maximum EPS bonus factor, but consecutive zero LTI payouts in 2022–2023 (peer methodology issue) highlight payout volatility—this can influence executive retention and risk posture in IT/operations under Martin’s remit .
- Insider activity shows no open-market selling by Martin; Form 4 reflects awards, a performance-driven downward adjustment, and tax withholding—implying limited selling pressure from the CIO beyond event-driven withholding; next notable supply would be from 2028 vesting (and subject to potential two-year hold), reducing near-term sell overhang .
- Alignment risks: The allowance of hedging for insiders is a governance negative; substantial pledging by the controlling shareholder presents a macro overhang risk, though no pledging is disclosed for Martin .
- Retention and CoC economics: While Martin’s individual agreement terms aren’t disclosed, NEO structures suggest 2x salary CoC severance and full equity acceleration upon qualifying termination—a standard but meaningful protection that can lower retention risk during strategic transitions .
- Say-on-pay and committee oversight: Shareholders expressed “significant support” for executive pay in 2024; Compensation Committee retains pay discipline, uses peers extensively, and made only a modest one-time award adjustment—limiting pay inflation risk while preserving incentives tied to shareholder outcomes .
Sources: BOKF 2025 Proxy (DEF 14A) for executive biography, program design, ownership tables, risk and governance; SEC Form 4 (Feb 2025) for Martin’s equity awards/holdings; BOKF investor site for education/roles .