Kayse M. Shrum
BOK FINANCIALAbout Kayse M. Shrum
Kayse M. Shrum, age 52, is a non-officer director of BOK Financial; she first joined the board in 2024. She is the former President of the Oklahoma State University System and holds a Doctor of Osteopathic Medicine from OSU College of Osteopathic Medicine, with executive leadership programs completed at Harvard and Stanford . Her core credentials center on leadership/management and health sciences/higher education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OSU Center for Health Sciences (OSU‑CHS) | Medical school faculty; Provost | Not disclosed | Academic leadership |
| OSU College of Osteopathic Medicine | Dean | Not disclosed | Medical education leadership |
| OSU‑CHS | President | Not disclosed | Executive leadership of health sciences campus |
| Oklahoma State University System | President | Not disclosed | System-wide executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| George Kaiser Family Foundation Chair in Medical Excellence and Service | Endowed chair holder | Not disclosed | Endowment named for BOKF’s majority shareholder; potential proximity signal |
| Saint Francis Health System Endowed Chair of Pediatrics | Endowed chair holder | Not disclosed | Healthcare expertise alignment |
| Other public company boards | None disclosed | — | No other public company directorships listed in proxy |
Board Governance
- Committee assignments: Member, Risk Committee (focus on enterprise risk, capital/liquidity, market risk, cybersecurity, third-party and regulatory compliance). No chair roles disclosed .
- Independence status: BOKF is a NASDAQ “controlled company” (majority owned by George B. Kaiser at ~59.08%) and is exempt from certain independence requirements; Audit Committee is solely independent, but independence is not specified per director in the proxy .
- Attendance and engagement: Board met four times in 2024; all directors serving the full year attended at least 75% of board and committee meetings (three directors—Armstrong, Cadieux, Simmons—had occasional absences due to business conflicts). Fourteen of seventeen directors attended the 2024 Annual Meeting .
- Executive sessions: Four executive sessions were held; presiding director was Chairman George B. Kaiser .
- Years of service: First year as director was 2024 .
Fixed Compensation
- Structure: Annual retainer $20,000 in shares and $20,000 in cash; Board meeting fees $7,500; Committee meeting fees $1,500; Committee chair fee $3,500; $500 for quarterly earnings release support/other meetings; non‑Oklahoma resident directors receive $1,000 per in‑person meeting day .
| Component | Amount/Detail | Source |
|---|---|---|
| Annual retainer (shares) | $20,000 | |
| Annual retainer (cash) | $20,000 | |
| Board meeting fee | $7,500 per meeting | |
| Committee meeting fee | $1,500 per meeting | |
| Committee chair fee | $3,500 per meeting | |
| Earnings release/assistance | $500 per meeting | |
| Non‑OK resident in‑person attendance | $1,000 per meeting day |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kayse M. Shrum (2024) | 56,007 | 26,435 | 82,442 |
Performance Compensation
- Equity compensation: Director stock awards issued under the Directors’ Stock Compensation Plan. 2024 issuance prices: Q1 (for service in Q4’23) $85.89; calendar year 2024 $89.26. Proxy discloses dollar value of awards; no performance conditions or options for directors are disclosed .
| Equity Item | Detail |
|---|---|
| 2024 director share issuance price (Q1, for Q4’23 service) | $85.89 |
| 2024 director share issuance price (calendar year 2024 service) | $89.26 |
| Options/PSUs for directors | Not disclosed (no options/performance awards for directors in proxy) |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Shrum .
- Potential interlock signal: Historical holder of a George Kaiser Family Foundation endowed chair; Kaiser is BOKF Chairman and majority shareholder. No related‑party transaction is disclosed for Shrum, but proximity is noted .
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | Doctor of Osteopathic Medicine (OSU College of Osteopathic Medicine); executive leadership programs at Harvard and Stanford |
| Domain expertise | Health sciences, higher education; leadership/management |
| Board qualifications | Leadership and management experience; health sciences/higher education |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Kayse M. Shrum | 299 | <1% |
- Ownership alignment: Shrum’s disclosed beneficial ownership is minimal relative to outstanding shares. The company permits hedging by directors and employees, which can weaken incentive alignment; no pledging is disclosed for Shrum specifically, though pledging is disclosed for the majority shareholder (18,073,394 shares pledged as of Jan 31, 2025) .
Governance Assessment
-
Strengths:
- Active participation on the Risk Committee overseeing enterprise risk (including capital, liquidity, market risk, cybersecurity, regulatory compliance) .
- Board maintained audit committee independence; robust committee cadence (Audit 10 meetings; Risk 4; Compensation 3; Credit 8) .
- Shareholder support signals: 2025 director election support for Shrum was 56,639,234 For vs 570,546 Against; Say‑on‑Pay passed with 56,716,207 For vs 295,741 Against .
-
Concerns/RED FLAGS:
- Controlled company regime: Majority owner (Kaiser ~59.08%) exempts BOKF from certain NASDAQ independence requirements; compensation committee includes the majority shareholder, which can dilute independent oversight .
- No nominating committee; nominations by full board consensus may reduce independent filter rigor .
- Hedging permitted for directors and employees; many governance frameworks discourage/ban hedging to preserve alignment with shareholders .
- Low director ownership for Shrum (299 shares), limiting “skin‑in‑the‑game” alignment. No director ownership guidelines disclosed .
-
Related‑party transactions: Proxy discloses ordinary‑course related party dealings (e.g., QuikTrip fee sharing—$11.5 million in 2024; Griffin Communications hedges) with process oversight, but not specific to Shrum; audit/credit committees review for arm’s‑length terms .
Board Governance (Reference Details)
| Topic | Disclosure |
|---|---|
| Risk Committee membership | Coffey (Chair), Cadieux, Malcolm, Shrum, Washington‑Jones |
| Audit Committee independence | Solely independent; Joullian designated financial expert |
| Executive sessions | Four sessions in 2024; presiding director Kaiser |
| Attendance | All full‑year directors ≥75% attendance; 14/17 attended 2024 annual meeting |
| Controlled company status | Yes; majority owned by Kaiser (~59.08%) |
Shareholder Vote Outcomes (2025 Annual Meeting)
| Item | For | Against/Withheld | Abstain | Non‑Vote |
|---|---|---|---|---|
| Election: Kayse M. Shrum | 56,639,234 | 570,546 | — | 7,061,956 |
| Auditor ratification (EY) | 59,224,082 | 766,741 | 8,923 | 4,271,990 |
| Say‑on‑Pay | 56,716,207 | 295,741 | 197,832 | 7,061,956 |
Notes on Compensation Policies
- Executive clawback: Company maintains a clawback policy for executive incentive compensation based on incorrect financial results (filed with 2023 Annual Report), but director‑specific clawbacks are not disclosed .
- Director equity grant practice: No coordination with MNPI; grants approved by committee per plan; issuance pricing methodology specified .
Summary Implications for Investors
- Shrum adds health sciences and academic leadership expertise to risk oversight, potentially strengthening enterprise risk perspective .
- Governance risk stems from controlled company status, hedging permissibility, and limited director ownership; monitoring independence, conflicts, and alignment remains prudent, including committee decisions where the majority shareholder participates .