Joseph W. Craft, III

About Joseph W. Craft, III

Joseph W. Craft, III (age 74) has served on BOK Financial Corporation’s Board since 2007. He is President, Chief Executive Officer and Director of Alliance Resource Partners, L.P. (ARLP) since 1999 and serves as its Chairman since 2019; previously Chairman, President, Director and CEO of Alliance Holdings GP, L.P. (2006–2018), and President of MAPCO Coal Inc. . BOK Financial is a controlled company under NASDAQ rules due to George B. Kaiser’s ~59% ownership, which affects director independence requirements at the Board level .

Past Roles

External Roles

Board Governance

• Committee assignments:

  • Compensation Committee: Chair; Committee met 3 times in FY2024; responsibilities include approving CEO and senior executive compensation and ensuring incentives do not create unacceptable risk .
  • Credit Committee: Member; Committee met 8 times in FY2024; responsibilities include portfolio quality oversight, large credit extensions, and related party credit transactions .

• Independence and structure:

  • BOKF is a “controlled company” under NASDAQ Rule 5615(c)(1), exempt from certain independence requirements; Audit Committee is solely independent; nominations occur by board consensus; Compensation Committee members are non-officers (includes controlling shareholder George B. Kaiser) .

• Attendance and engagement:

  • Board met 4 times in 2024; all directors serving the full year attended at least 75% of Board and committee meetings (noting that Armstrong, Cadieux, and Simmons had occasional absences) .
  • In 2023, Armstrong and Craft had occasional absences due to business conflicts; overall attendance remained ≥75% .
  • Executive sessions: 4 in FY2024; presiding director is Mr. Kaiser .

Fixed Compensation

• Director pay plan (policy-level): Annual retainer $20,000 in cash and $20,000 in shares; meeting fees of $7,500 per Board meeting, $1,500 per committee meeting, and $3,500 per committee meeting chaired; additional $500 for earnings release/assist meetings and $1,000 per in-person meeting day for non-Oklahoma resident directors (2024 plan) .

Performance Compensation

• BOKF does not tie non-officer director compensation to performance metrics; equity grants for directors arise from the Directors’ Stock Compensation Plan with fixed issuance mechanics (no PSU/option performance schemes for directors) .

Other Directorships & Interlocks

• No specific related-party transactions disclosed between BOKF and entities controlled by Craft; disclosed related-party transactions primarily involve other directors (e.g., QuikTrip and Griffin Communications) and Kaiser-affiliated leases .

Expertise & Qualifications

• Extensive public company leadership and energy sector experience (ARLP; Alliance Holdings GP; MAPCO Coal) .
• Governance: Chairs Compensation Committee with remit over risk-balanced incentive structures and executive pay; serves on Credit Committee overseeing portfolio quality and related-party credit protocols .

Equity Ownership

• Notes:
  • Footnote states share counts are beneficial ownership; options exercisable within 60 days and certain unvested restricted shares may be included for beneficial ownership but do not count toward executive stock ownership guidelines (applies to executives; director guidelines not detailed) .
  • No pledge disclosure for Craft; pledge disclosure in proxy pertains to Kaiser’s holdings .

Governance Assessment

• Positives:

  • Chair of Compensation Committee with clear charter and risk oversight of incentive design; committee operates without delegation and met 3 times in 2024, indicating active engagement .
  • Additional oversight via Credit Committee membership, supporting board coverage of credit risk and related-party credit transactions .
  • Director compensation is modest and blended cash/equity, supporting ownership alignment; Craft’s 2024 total: $89,442 .

• Risks and potential red flags:

  • Controlled company status reduces formal independence requirements; Compensation Committee includes controlling shareholder George B. Kaiser, which can raise optics concerns for pay governance despite members being non-officers .
  • Board lacks a standing nominating committee; nominations occur via board consensus, which can limit formal independent oversight of director selection .
  • Company permits hedging transactions generally (subject to Insider Trading Policy), which is shareholder-unfriendly if used; no Craft-specific hedging disclosure provided .
  • Attendance: Craft had occasional absences in 2023; however, 75%+ attendance threshold was met overall .

• Shareholder signals:

  • “Say on pay” support in 2024 described as significant; Compensation Committee maintained pay-for-performance framework for executives and used peer-relative EPS growth and business performance constructs; while this pertains to executive pay, it reflects Craft’s committee leadership philosophy .

Overall, Craft’s external energy leadership augments BOKF’s sector knowledge and risk oversight via his roles on Compensation and Credit Committees, but the controlled-company framework and compensation committee composition (including the controlling shareholder) present governance optics that investors should monitor for potential influence on executive pay and risk posture .