Kelley E. Weil
BOK FINANCIALAbout Kelley E. Weil
Kelley E. Weil, age 48, is Executive Vice President and Consumer Banking Services Executive at BOK Financial. She oversees strategy and delivery for retail and business banking, mortgage, corporate real estate, and corporate communications/marketing; she joined BOK Financial in 2015 as Director of Human Resource Operations and Employee Relations and most recently served as Chief Human Resources Officer before moving into her current role . The company emphasizes long-term alignment and equity ownership, with all long-term executive compensation paid in restricted stock/RSUs and a formal clawback policy for incentive compensation .
Company performance context during Weil’s time as a senior executive:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – $100 initial value | $128 | $109 | $138 |
| Net Income ($USD) | $520,293 | $531,133 | $523,553 |
| EPS | $7.68 | $8.02 | $8.14 |
| 2-Year Relative EPS Percentile | 11% | 47% | 78% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BOK Financial Corporation | Executive Vice President, Consumer Banking Services Executive | As of 2024–2025 (disclosed) | Leads strategies for retail/business banking, mortgage, corporate real estate, communications/marketing to strengthen client/employee experience |
| BOK Financial Corporation | Chief Human Resources Officer | Not disclosed | Designed and delivered human capital strategy; strengthened employee experience |
| BOK Financial Corporation | Director of Human Resource Operations and Employee Relations | Joined 2015 | Built HR operations and employee relations foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Williams Companies, Inc. | Director of HR Operations, Employee Relations; Sr. HR Business Partner | Not disclosed | Led HR ops and employee relations at a major energy company |
| PlainsCapital Bank (Hilltop Holdings) | Senior Vice President of Human Resources | Not disclosed | Senior HR leadership in banking sector |
| Covenant Health System (1,200-bed hospital) | Director of Employee Benefits and Talent Acquisition | Not disclosed | Built benefits and talent functions in large healthcare system |
Performance Compensation
Structure of BOKF’s Executive Incentive Plan (company-wide mechanics; individual targets for Weil not disclosed):
| Component | Metric | Weighting (illustrative from NEOs) | Target/Scale | 2024 Program Outcome | Vesting/Hold |
|---|---|---|---|---|---|
| Annual Incentive | EPS Growth (relative) | CEO 80%; CFO 60%; select EVPs 40% | Percentile vs Performance Peer Group | 2024 EPS percentile 78.1% → 193.67% payout for this metric | Cash payout annually |
| Annual Incentive | Business Performance (unit or company) | 0% CEO; 20% CFO; 40% for certain business unit EVPs | 0% if <80%; 33% at 80%; 100% at 100%; 200% at ≥120% (linear interpolation) | EVP-specific achievements approved Feb 18, 2025 | Cash payout annually |
| Annual Incentive | Strategic Objectives | 20% for all named executives | 0–120% achievement range | CEO/Committee approved achievement; final payouts approved Feb 18, 2025 | Cash payout annually |
| Long-Term Incentive | Performance Shares (EPS Growth over 3 years) | All long-term paid in equity; CEO 100% performance-based | Target grant at 100%; additional “Shares Exceeding Target” if >100%; forfeiture if <100% | Company noted consecutive zero-payout years for performance-based long-term awards ending 2022 and 2023 due to legacy peer group; new peer group applies to period ending 2025 | Earned shares subject to two-year post-vest hold; stock ownership guidelines then apply |
Note: The table reflects program design and disclosed NEO outcomes; specific annual targets/payouts for Kelley E. Weil were not disclosed in the proxy .
Equity Ownership & Alignment
- Stock ownership guidelines use multiples of base salary; examples disclosed include CEO 6x, CFO 5x, and certain EVPs 4x. Executives are encouraged to meet guidelines within five years of assuming a role; unvested service/performance shares and options do not count toward compliance. The 90-day average share price used for calculation in Q1 2024 was $84.77 .
- Company-wide beneficial ownership: all directors, nominees, and named executive officers (group) collectively beneficially owned ~60.14% of the class as of March 3, 2025; George B. Kaiser beneficially owned ~59.08% and had 18,073,394 shares pledged as collateral (excludes spouse’s shares) .
- Long-term alignment features include all long-term executive compensation delivered in restricted stock/RSUs and a two-year post-vest holding requirement before shares can be sold unless ownership guideline thresholds are met .
Note: Individual beneficial ownership, vested/unvested breakdown, and any pledging for Kelley E. Weil were not disclosed in the proxy tables focused on directors and named executive officers .
Employment Terms
- Change-of-control vesting: if an executive (or any employee) is terminated other than for cause within one year after a change of control, all unvested service- and performance-based shares vest .
- Severance (named executives): termination without cause provides standard severance plus an additional lump sum equal to one year of base salary; following a change of control, termination without cause provides a lump sum equal to two times annual salary. Termination for cause limits payments and defines conduct-based triggers .
- Non-solicitation: for two years after termination for cause and one year for other separations, executives are prohibited from soliciting clients or employees; $3,000 is paid in arrears for each year the non-solicitation agreement is in effect .
- Clawback: the Board may require forfeiture or restitution of incentive compensation if based on incorrect financial information; a formal Clawback Policy applies to incentive-based compensation and prior periods .
Note: The proxy explicitly states named executives are subject to employment agreements; specific contract terms for Kelley E. Weil were not disclosed. Company contacts in 2023 filings show CHRO Kelley Weil as the HR contact for executive agreements, consistent with her then-CHRO role .
Investment Implications
- Pay-for-performance alignment: Annual incentives combine relative EPS performance, business unit/company performance, and strategic objectives, with long-term awards fully in equity and subject to a two-year post-vest hold—structures that reduce short-term selling pressure and tie rewards to multi-year results .
- Retention and change-of-control: The combination of severance protections, double-trigger vesting, and enforceable non-solicitation provisions supports executive retention while aligning with industry practice—though Weil’s individual agreement terms were not disclosed .
- Ownership alignment and risk flags: Stringent ownership guidelines and hold requirements favor alignment; no pledging or hedging data is disclosed for Weil. High insider concentration via the controlling shareholder (with significant pledged shares) is a structural factor for BOKF equity risk/flow but not directly attributable to Weil .
- Execution profile: Weil’s cross-functional remit (consumer banking, mortgage, corporate real estate, communications/marketing) and deep HR background suggest operational focus on client and employee experience, organizational capability, and risk management—areas embedded in the company’s incentive design and strategic objectives framework .