Mark B. Wade
BOK FINANCIALAbout Mark B. Wade
Mark B. Wade, age 61, is Executive Vice President – Texas Markets at BOK Financial, responsible for all Texas markets and leading Commercial Banking, Commercial Finance, and BOK Financial Equipment Finance. He joined BOK Financial in 2001 and previously led the Dallas corporate banking group, the Texas healthcare group, commercial banking, commercial finance, and equipment leasing; he served as Chief Operating Officer of Bank of Texas from 2008 to 2019 . Company performance context (recent): BOKF’s 2024 pay-versus-performance shows EPS of $8.14, Company TSR index at 138 versus peer TSR 131, and two‑year relative EPS growth at the 78th percentile, signaling strong relative earnings momentum . Recent operating momentum is supported by quarterly net income of $137M–$141M in Q1–Q3’25 and $136M in Q4’24, with revenues $186M–$211M across the same periods (see Performance & Track Record table below) [GetFinancials: S&P Global]*.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BOK Financial (Bank of Texas) | Chief Operating Officer, Bank of Texas | 2008–2019 | Oversaw state franchise operations during growth/credit cycles; supports later promotion to lead Texas Markets . |
| BOK Financial | Leader, Commercial Banking, Commercial Finance, Equipment Finance; led Dallas corporate banking and Texas healthcare banking | 2001–present | Built and scaled key revenue lines across corporate and specialized lending verticals . |
External Roles
No public company directorships or external roles disclosed for Wade in the proxy .
Fixed Compensation
- Wade is not a named executive officer (NEO), so his individual base salary is not disclosed. BOKF sets executive base pay with reference to a “Pay Peers” median for comparable roles, adjusting for experience, scope, and performance; in 2024, NEO base pay positioning was ~98–101% of peer medians (CEO 101%, CFO 99%, other NEOs ~98–100%), indicating a pay philosophy at or near market medians .
Performance Compensation
BOKF Executive Incentive Plan – design applicable to senior executives:
- Metrics and weights (2024): relative EPS Growth vs performance peers (weight varies by role), Business Performance vs plan (unit/company), and Strategic Objectives (CEO-set; Committee-approved). For EVP-level NEOs (e.g., Grauer/Maun/Vincent), weights were 40% EPS, 40% Business Performance, 20% Strategic Objectives; CFO: 60% EPS/20% Business/20% Strategic; CEO: 80% EPS/20% Strategic .
- Annual EPS payout curve: 0% below 30th percentile; 33% at 30th; 100% at 50th; 200% at 80th+ . In 2024, BOKF’s two‑year EPS rank was 78.1%, yielding a 193.67% factor for the EPS component .
- Business Performance payout curve: 0% below 80% of plan; 33% at 80%; 100% at 100%; 200% at 120%+ .
- Strategic Objectives: up to 20% of the annual incentive; CEO proposes/Committee approves objectives and achievement .
Long-term incentives (LTI):
- 2024 LTI mix for NEOs: CEO 100% performance-based; other NEOs 70% performance-based/30% service-based, granted as restricted stock/units .
- Performance awards vest when earned based on three‑year EPS growth percentile vs performance peers (same 0/33/100/200% curve), then subject to a two‑year post‑vest holding period .
- Service-based awards vest on the third anniversary of grant and carry a two‑year post‑vest hold . (Note: the 2024 proxy also described a $1.00 EPS “retention” threshold for the prior year’s service awards, while the 2025 proxy footnotes emphasize three‑year vesting; the current document does not repeat the EPS threshold .)
Special one-time award:
- Due to consecutive zero-payout years for performance LTI ending 2022 and 2023 (peer methodology issues), the Committee approved a one-time special award in February 2025 for NEOs (aggregate ~$350,000; CEO $208,932), with a process change (new peers) to take effect for the 2025 performance period . This indicates selective use of discretion to address plan-design misalignment with outcomes .
Table – Annual incentive design and 2024 outcome context (EVP design)
| Metric | Weight (EVP NEOs) | Target definition | 2024 actual outcome | Payout factor | Vesting/Timing |
|---|---|---|---|---|---|
| EPS Growth vs peers | 40% | 2-yr average EPS growth percentile vs performance peers | 78.1% percentile in 2024 | 193.67% | Paid in cash after year end . |
| Business Performance | 40% | 2-yr average contribution vs plan (unit/company) | Unit-specific (examples in NEO table) | 0–200% curve | Paid in cash after year end . |
| Strategic Objectives | 20% | CEO-set, Committee-approved | Individual assessments | Up to 120% | Paid in cash after year end . |
Note: Wade’s personal targets and payouts are not disclosed; table shows EVP NEO design and company-wide outcomes .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO 6x base salary, CFO 5x, other NEOs 4x; unvested equity does not count. Five-year time to reach guideline after promotion; reviewed annually (price uses 1Q 90-day average) .
- Post-vesting holding: Two years for both service- and performance-based equity .
- Change-in-control equity acceleration: If any employee (including executives) is terminated other than for cause within one year after a change in control, all unvested service and performance shares/units vest (single-trigger acceleration requires termination during the one-year period) .
- Hedging and pledging: The company permits hedging/offsetting transactions and does not prohibit pledging; insider trading policy governs timing of trades . (Red flag versus best-practice prohibitions.)
- Beneficial ownership detail for Wade is not itemized in the proxy; NEO-level and director holdings are disclosed, while “all directors, nominees and executive officers” aggregate is reported -.
Employment Terms
- Employment agreements: Disclosed for NEOs (not for all executive officers). NEOs receive additional severance via employment agreements; executives otherwise receive company-standard severance .
- NEO severance economics (illustrative): In a termination without cause following a change in control, NEOs receive a lump sum equal to 2x annual salary, in addition to equity vesting terms described above .
- Restrictive covenants: Non-solicitation payments of $3,000 per year while the restriction is in force (two years after “for cause” termination; one year after other terminations) .
- Clawbacks: Company has an incentive compensation clawback policy (filed with 2023 10-K) and may recover/forfeit incentive compensation tied to incorrect financials; separate recoupment also under the Plan .
Performance & Track Record
Recent operating performance (company-level, for context)
| Metric (USD) | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues | 210,044,000 | 186,041,000 | 207,098,000 | 210,709,000 |
| Net Income | 136,154,000 | 119,777,000 | 140,018,000 | 140,894,000 |
Pay-versus-performance (TSR and EPS) – recent years (company-level)
| Metric | 2023 | 2024 |
|---|---|---|
| Company TSR (Index from $100) | 109 | 138 |
| Peer TSR (Index from $100) | 116 | 131 |
| EPS (Company Selected Measure) | $8.02 | $8.14 |
| 2-Year Relative EPS Percentile | 47% /29% (3-yr in PVP) | 78% |
Notes: 2024 “2-Year Relative EPS” is the annual incentive factor (78.1%). The PVP 2023 table reports 3‑year percentile (29%); the 2‑year percentile used for annual incentives was 47% in the 2024 proxy’s annual incentive section .
Compensation Structure Analysis
- Shift toward RSAs/RSUs and away from options: All long-term awards are RSAs/RSUs, with CEO at 100% performance-based and other NEOs at 70% performance-weighted in 2024, increasing retention and lowering risk versus options .
- Discretionary special award: Committee used a one-time grant in 2025 after two zero-payout performance cycles, citing peer methodology constraints; this underscores governance flexibility but is a watch item for pay-for-performance integrity .
- Peer methodology change: Performance peer set was broadened to mitigate M&A shrinkage/peer volatility, aiming to restore line-of-sight for performance LTI beginning with the 2025 period .
- Cash versus equity mix: Emphasis on equity with two-year post-vest holds and ownership guidelines reinforces alignment; annual cash incentive remains significantly driven by relative EPS and business performance -.
Compensation Peer Group (methodology highlights)
- Two peer groups: “Performance Peers” (broader) for relative EPS tests and “Pay Peers” (subset, geographically filtered) for benchmarking compensation .
- Eligibility: public, SEC-registered U.S. banks within ~0.5x–2x BOKF asset size; performance peer group is broader to reflect marketplace competitors .
- Examples: Associated, Cadence, Comerica, Commerce, Cullen/Frost, Prosperity, Simmons, Texas Capital, UMB, Western Alliance, Zions (Pay Peers denoted with asterisks in the proxy’s list) .
Say-on-Pay & Shareholder Feedback
- The 2024 say-on-pay vote received “significant support,” and no direct changes were made to the program as a result; focus remains on pay for performance with balanced annual and LTI incentives .
Risk Indicators & Red Flags
- Hedging/pledging permitted: Unlike many peers, BOKF permits hedging and pledging, increasing potential misalignment risk if used by insiders .
- Controlled company status: Majority ownership by George B. Kaiser (59.08%) exempts BOKF from certain NASDAQ independence requirements for nominations/compensation, though the board maintains a substantial majority of independent directors .
- Discretionary LTI remedy: The 2025 special award following consecutive zero performance payouts signals board willingness to intervene; future consistency versus performance outcomes bears monitoring .
Board Governance (Compensation Committee)
- Committee members: Joseph W. Craft III (Chair), Chester E. Cadieux III, David F. Griffin, George B. Kaiser, Steven J. Malcolm, Emmet C. Richards, Claudia S. San Pedro; authority not delegated . No external compensation consultant is cited in the proxies reviewed .
Equity Ownership & Insider Activity – Wade
- Individual Form 4 transactions and beneficial ownership for Wade are not enumerated in the proxy; the aggregate “all directors, nominees and executive officers” group is reported. The company reports Section 16(a) compliance generally, with one noted late report for another director in 2024 - . Hedging/pledging is permitted under the insider trading policy .
Employment Contracts, Severance, and CoC Economics – Wade
- Wade’s specific employment agreement terms are not disclosed. For NEOs, severance includes 2x salary upon termination without cause following a change of control; for any employee terminated within one year post-CoC (other than for cause), all unvested service and performance shares vest .
- Non-solicit consideration is $3,000 per year while in effect (one year after termination; two years if “for cause”) .
- Clawback policy applies to incentive compensation based on incorrect financials (company policy on file with the 10-K) .
Expertise & Qualifications (as disclosed)
- Deep commercial banking and specialized industry lending leadership across Texas; multi-vertical oversight (commercial banking, commercial finance, equipment finance); prior COO experience for Bank of Texas .
Investment Implications
- Alignment and retention: Two-year post-vest holding periods, ownership guidelines, and performance-weighted LTI for senior executives support alignment; hedging/pledging allowances, however, weaken best-practice alignment and warrant monitoring .
- Pay-for-performance: Heavy reliance on relative EPS (annual and LTI) ties compensation to peer-normalized profitability; 2024’s 78th percentile outcome reinforces incentive cyclicality and potential for higher payouts in up-cycles .
- Governance watch items: The 2025 special one-time award indicates a willingness to use discretion to offset perceived plan-design issues; investors should monitor 2025–2027 LTI outcomes under the revised peer set for alignment consistency .
- Operational backdrop: Solid recent profitability and TSR outperformance versus peers bolster confidence in management execution, including in Wade’s Texas leadership remit; continued credit discipline and unit Business Performance will be key to sustaining incentive outcomes [GetFinancials: S&P Global]*.
Footnotes:
- Values retrieved from S&P Global via GetFinancials.