E. Carey Joullian, IV
BOK FINANCIALAbout E. Carey Joullian, IV
E. Carey Joullian, IV (age 64) has served on BOK Financial’s Board since 1995; he is Chairman, President and CEO of Mustang Fuel Corporation, President and Manager of Joullian & Co., L.L.C., and Manager of JCAP, L.L.C. His qualifications include significant experience and expertise in the oil and gas industry and expertise in accounting, and he is designated as the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mustang Fuel Corporation | Chairman, President & CEO | Not disclosed | Energy sector operational leadership; financial expertise |
| Joullian & Co., L.L.C. | President & Manager | Not disclosed | Investment/management experience |
| JCAP, L.L.C. | Manager | Not disclosed | Indirect share ownership link to BOKF (JCAP holds 1,869 shares) |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Mustang Fuel Corporation | Chairman, President & CEO | Not disclosed | Private (not disclosed as public) |
| Joullian & Co., L.L.C. | President & Manager | Not disclosed | Private (not disclosed as public) |
| JCAP, L.L.C. | Manager | Not disclosed | Private (not disclosed as public) |
Board Governance
- Audit Committee Chair; designated Audit Committee Financial Expert; Audit Committee members are all independent under NASDAQ and Rule 10A-3. Audit Committee held 10 meetings in FY2024; responsibilities include accounting policies, ICFR, auditor selection, related party reporting (excluding credit), internal audit, whistleblower, ALLL/credit loss accrual, MSR valuation, and CSR reporting.
- Independence: The proxy explicitly states Joullian is independent and serves as the audit committee financial expert.
- Other committees: Joullian is not listed as a member of the Risk Committee (4 meetings FY2024) or Compensation Committee (3 meetings FY2024); Credit Committee met 8 times FY2024.
- Attendance: Board met four times in 2024; all directors serving all year—except Armstrong, Cadieux, and Simmons—attended at least 75% of Board and committee meetings; by implication Joullian met the ≥75% threshold. Fourteen of 17 directors attended the 2024 Annual Meeting; executive sessions held four times, presided over by George B. Kaiser.
- Controlled company: BOKF is a NASDAQ “controlled company” due to George B. Kaiser’s 59.08% beneficial ownership; despite exemptions, the Company maintains a substantial majority of independent directors and uses consensus for nominations.
Fixed Compensation
- Structure (2024): Annual retainer $20,000 in shares plus $20,000 in cash; $7,500 per Board meeting attended; $1,500 per committee meeting; $3,500 per committee meeting chaired; $500 for quarterly earnings release/other assistance meetings; non-Oklahoma residents receive $1,000 per meeting day for in-person attendance.
- Director compensation paid (2024 calendar year): Joullian received $73,007 in cash fees and $26,435 in stock awards, totaling $99,442.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 73,007 | 26,435 | 99,442 |
| 2023 | 32,500 | 26,206 | 58,706 |
- Structural change YoY: 2023 used share retainer of 75 shares per quarter and lower per-meeting fees ($1,250 Board; $750 committee; $2,750 chair; $500 non-OK resident per day), which increased materially in 2024 to the current retainer/fee levels.
Performance Compensation
- Directors at BOKF do not have performance-tied incentive plans (no RSUs/PSUs/options disclosed for directors); equity grants are retainer shares per the Directors’ Stock Compensation Plan.
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| EPS, TSR, Revenue/Net Income metrics | Not applicable to director pay (retainer-based) |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction |
|---|---|---|
| None disclosed (public company boards) | Not applicable | No public company directorships disclosed for Joullian |
- Related party transactions: Proxy lists related party dealings for other directors (e.g., QuikTrip; Griffin Communications) but none are attributed to Joullian.
Expertise & Qualifications
- Industry and technical expertise: Significant experience in the oil and gas industry and expertise in accounting; designated audit committee financial expert.
Equity Ownership
- Beneficial ownership: 6,496 shares; includes 1,869 shares indirectly owned via JCAP, L.L.C.; percent of class reported as “less than one percent.” Shares outstanding as of March 3, 2025: 64,271,736.
| Holder | Shares Beneficially Owned | Indirect Ownership Details | Percent of Class |
|---|---|---|---|
| E. Carey Joullian, IV | 6,496 | Includes 1,869 shares indirectly via JCAP, L.L.C. | * (less than 1%) |
| Shares Outstanding (reference) | 64,271,736 | — | — |
- Pledging/Hedging: No pledging disclosed for Joullian; proxy notes pledging for George B. Kaiser but not for Joullian.
- Insider reporting: One late Section 16(a) report for Joullian related to a gift of 506 shares.
Governance Assessment
- Strengths:
- Long-tenured independent director (first appointed 1995) with accounting expertise; serves as Audit Committee Chair and designated financial expert, aligning with robust oversight of financial reporting and controls.
- Audit Committee independence confirmed; regular engagement with internal and external auditors; quarterly meetings and comprehensive remit.
- Attendance threshold met (≥75%); active Board and executive session cadence.
- Director pay structure includes both cash and equity, supporting alignment; increased fees in 2024 consistent with expanded responsibilities and market adjustments.
- Potential concerns and monitoring items:
- Controlled company status (majority ownership by Kaiser) reduces certain NASDAQ governance requirements, increasing reliance on committee independence and Board consensus for nominations.
- Late Section 16(a) filing (gift of 506 shares) is a minor process lapse but bears monitoring for future compliance.
- Energy-sector affiliations (Mustang Fuel, JCAP) could present perceived conflicts if related-party credit or derivative transactions existed; none disclosed for Joullian in the proxy, which mitigates direct conflict risk at present.
- Net assessment: Joullian’s audit leadership and independence are positives for investor confidence; controlled company context underscores the importance of continued transparency and strong committee processes.