Emmet C. Richards
BOK FINANCIALAbout Emmet C. Richards
Emmet C. Richards (age 75) is an independent director of BOK Financial Corporation, serving since 2008 and previously from 1997–2001; he is Managing Member of Core Investment Capital, LLC and formerly Executive Vice President and Chief Operating Officer of Sooner Pipe Corporation (a distributor of tubular products) prior to September 1999, bringing private equity and distribution-industry expertise and civic involvement to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sooner Pipe Corporation (subsidiary of Oil States International) | Executive Vice President & Chief Operating Officer | Prior to September 1999 | Operations leadership in global tubular products distribution |
| BOK Financial Corporation | Director (prior service) | 1997–2001 | Governance continuity and prior board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core Investment Capital, LLC | Managing Member | Current as of March 3, 2025 | Private equity leadership; also holds 865 BOKF shares via LLC |
Board Governance
- BOKF is a NASDAQ “controlled company” due to George B. Kaiser’s ~59.08% ownership; while exempt from certain NASDAQ requirements, the company states it maintains a “substantial majority” independent board .
- Committee memberships and meeting cadence:
- Compensation Committee member (3 meetings in 2024; chaired by Joseph W. Craft III) .
- Credit Committee member (8 meetings in 2024; chaired by David F. Griffin) .
- Not listed on Audit Committee or Risk Committee (Audit held 10 meetings; Risk held 4) .
- Attendance: All directors serving the full year (except Armstrong, Cadieux, Simmons) attended at least 75% of Board and committee meetings; 14 of 17 directors attended the 2024 annual meeting. This implies Richards met the ≥75% threshold .
- Executive sessions: Four executive sessions were held in 2024; presiding director is Mr. Kaiser .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | No | 3 |
| Credit | Member | No | 8 |
| Audit | Not a member | — | 10 |
| Risk | Not a member | — | 4 |
| Board | Director | — | 4 |
Fixed Compensation
| Component | FY 2024 Amount (USD) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $63,007 | Includes annual cash retainer and per-meeting fees (Board $7,500; committees $1,500; committee chair $3,500; plus $20,000 annual cash retainer) |
| Stock Awards | $26,435 | Annual director shares under Directors’ Stock Compensation Plan; 2024 grant price $89.26, and Q1 grant for prior-quarter service at $85.89 |
| Total | $89,442 | Cash-plus-equity annual director compensation |
- Standard director pay structure: $20,000 in shares and $20,000 in cash annual retainer; $7,500 cash per Board meeting; $1,500 cash per committee meeting; $3,500 cash per committee meeting chaired; additional $500 for certain earnings-release support meetings; non-Oklahoma residents receive $1,000 per in-person meeting day .
Performance Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Performance-based metrics tied to director pay | None disclosed | Director compensation is retainer- and meeting-based with annual share grants; no performance metrics, options, or variable bonus for directors disclosed |
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Notes |
|---|---|---|---|
| Other public company directorships | None disclosed | — | No other public company boards listed for Richards |
| Compensation Committee interlocks | None | — | Proxy reports no interlocks/insider participation among executive officers and other companies’ compensation committees |
Expertise & Qualifications
- Private equity and distribution industry background; former COO of Sooner Pipe; current private investment leadership, plus civic involvement, supporting risk and credit oversight capability .
- Board qualifications stated: diverse background in private equity and distribution; civic involvement; prior board service at BOKF .
Equity Ownership
| Item | As-of Date | Amount |
|---|---|---|
| Total beneficial ownership | March 3, 2025 | 6,516 shares (less than 1% of outstanding) |
| Indirect holdings – Emmet C. Richards Revocable Trust | March 3, 2025 | 5,651 shares |
| Indirect holdings – Core Investment Capital, LLC | March 3, 2025 | 865 shares |
| Shares outstanding | March 3, 2025 | 64,271,736 |
| Pledged shares (Richards) | March 3, 2025 | None disclosed; pledging disclosure provided for Mr. Kaiser (18,073,394 shares pledged) |
Governance Assessment
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Strengths
- Audit Committee comprised solely of independent directors; robust audit oversight with 10 meetings in 2024 .
- Compensation governance: Richards serves on Compensation Committee; shareholder support for 2024 say‑on‑pay led to no changes; committee evaluated LTI effectiveness; implemented one-time special award to NEOs in 2025 recognizing performance not captured by legacy peer methodology .
- Clawback policy to recover improperly paid incentive-based compensation based on incorrect financial information; Board can require forfeiture/restoration under the Executive Incentive Plan .
-
Risk factors and potential red flags
- Controlled company structure: Majority shareholder (Mr. Kaiser) chairs the Board and sits on Compensation Committee; exemptions from NASDAQ requirements on majority independence and independent nomination/compensation could reduce perceived independence of pay and nominations .
- No standing nominating committee; nominations handled by full Board, which can dilute independent oversight of director selection .
- Hedging by directors and employees is generally permitted under company policy, which many investors view as misaligned with long-term shareholder interests (RED FLAG) .
- Credit Committee oversees related-party credit transactions; Richards sits on this committee—while the policy requires arm’s‑length terms, committee involvement in related-party oversight warrants ongoing monitoring (potential conflict point) .
-
Attendance and engagement
- Richards met the company’s ≥75% attendance threshold for 2024, indicating engagement; Board held four executive sessions, presided by the Chair, enhancing independent discussion .
-
Related-party exposure
- No related-party transactions disclosed for Richards; company disclosed transactions with entities related to other directors (QuikTrip and Griffin Communications) and leases with Mr. Kaiser’s affiliates; all reported as ordinary course and arm’s-length (monitoring advised) .
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Ownership alignment
- Richards holds 6,516 shares, entirely via trust and LLC per footnote, which is a modest stake (<1%); annual stock awards provide incremental equity alignment but the cash/stock mix (approx. 70%/30% in 2024) indicates limited “skin‑in‑the‑game” relative to executives and major shareholders .
Overall signal: Richards brings operations and private equity experience and participates on key pay and credit oversight committees, with satisfactory attendance. However, the controlled company structure, permissive hedging policy, and major shareholder’s presence on the Compensation Committee present governance independence concerns that investors should weigh alongside the company’s stated policies and audit independence .