John W. Coffey

About John W. Coffey

John W. Coffey (age 62) is an independent director of BOK Financial Corporation, first appointed in 2018. He is a private investor and formerly served as Managing Director at Wellington Management Company, LLP (2007–2017), bringing extensive financial services expertise in valuation, risk, corporate governance, capital markets, and M&A to BOKF’s board . Education is not disclosed in the proxy; core credentials emphasize finance, accounting, securities markets, and risk assessment .

Past Roles

External Roles

• No other public company directorships disclosed for Coffey in the “Directorships of Other Public Companies” field within BOKF’s nominees table .

Board Governance

• Independence and controlled-company status: BOKF is a NASDAQ “controlled company” (majority owned by George B. Kaiser), exempt from certain independent director requirements; nonetheless the board maintains a substantial majority of independent directors, and the Audit Committee is solely independent . Coffey serves on the Audit Committee, indicating independent status under NASDAQ rules .
• Committee assignments and chair roles:
  • Risk Committee: Chairman; oversight of enterprise risk, capital planning, market risk, IT/cybersecurity, compliance, and regulatory exams; 4 meetings in FY2024 .
  • Audit Committee: Member; oversight of accounting policies, internal controls, auditor selection, whistleblower complaints, allowance for loan losses, CSR reporting; 10 meetings in FY2024 .
• Attendance and engagement:
  • Board met 4 times in 2024; Coffey (not among exceptions listed) attended at least 75% of board and committee meetings on which he served .
  • Executive sessions: Board held 4 executive sessions in 2024 (presiding director: George B. Kaiser) .

Fixed Compensation

• Director pay framework (2024): Annual retainer $20,000 in shares + $20,000 in cash; $7,500 per board meeting; $1,500 per committee meeting; $3,500 per meeting chaired; $500 for quarterly earnings-release/management assist meetings; non-OK resident add $1,000 per meeting day .
• Share grant pricing: Director stock awarded in 2024 at $89.26 (for 2024 service) and $85.89 (for service in 4Q23) .

• Year-over-year change: Coffey’s total director compensation increased ~135% ($44,456 → $104,442) primarily due to revised fee structure and his Risk Committee chair responsibilities .

Performance Compensation

• Director pay is not tied to financial performance metrics (e.g., EPS, TSR) and is delivered through fixed retainers, meeting fees, and director stock awards; no PSUs/options or performance hurdles are disclosed for directors .

Other Directorships & Interlocks

• No current public company directorships disclosed for Coffey .
• Related-party transactions disclosed for certain directors (e.g., QuikTrip/TransFund; Griffin Communications derivatives), but none involving Coffey are reported .

Expertise & Qualifications

• Extensive financial services expertise; understanding of business value, risk, and strategic decision-making; experience across finance, accounting, securities markets, corporate governance, M&A, risk assessment, and government relations .
• Committee leadership in risk oversight (Chair) and experience on Audit Committee supports board effectiveness in risk, controls, and reporting .

Equity Ownership

• Notes: Shares reported as beneficially owned; no pledging disclosed for Coffey. Company insider policy permits hedging by directors and employees (generally permitted), which is a governance consideration for alignment .

Insider Trades (last 24 months)

• The July 2025 acquisition increases Coffey’s holdings modestly; consistent with director stock award issuance cadence under the Directors’ Stock Compensation Plan .

Governance Assessment

• Positives
  • Committee leadership: As Risk Committee Chair and Audit Committee member, Coffey is positioned to influence enterprise risk management, internal controls, and audit quality—key for investor confidence in a regional bank .
  • Attendance: Coffey met at least the 75% attendance threshold for 2024, indicating engagement .
  • Ownership: Steady share accumulation through director stock awards; beneficial ownership increased from 6,800 to 7,024 as of latest proxy, with further acquisitions in July 2025 .
• Risks/Red Flags
  • Controlled company: Majority ownership by Mr. Kaiser confers exemptions from certain NASDAQ independent director requirements; potential for reduced independent oversight despite majority of independent directors .
  • Hedging permitted: Company permits hedging transactions by directors and employees, which can weaken equity alignment; no director-specific hedging by Coffey disclosed, but policy is shareholder-unfriendly compared to peers with prohibitions .
  • Related-party ecosystem: Significant related party transactions exist (e.g., QuikTrip fee sharing; Griffin hedges), though none involve Coffey; elevated board vigilance required to manage conflicts .
• Pay structure signals
  • 2024 director compensation framework materially increases cash per-meeting and chair fees versus 2023, raising cash mix; however, ongoing stock awards maintain some alignment. Coffey’s higher cash fees reflect committee chair responsibilities rather than guaranteed pay escalation .
• Overall: Coffey’s capital markets and risk credentials, coupled with active committee roles, support board effectiveness in risk and financial oversight. Controlled-company status and permissive hedging policy are governance drawbacks that warrant continued monitoring from investors .