Martin E. Grunst
BOK FINANCIALAbout Martin E. Grunst
Martin E. Grunst, age 58, is Executive Vice President and Chief Financial Officer of BOK Financial, responsible for accounting and financial reporting, corporate tax, capital markets, M&A, and investor relations. He became CFO in 2023 after serving as Chief Risk Officer; earlier, he was BOKF Treasurer from 2009–2016, and prior to joining BOKF served six years as Treasurer of Citizens Bank and Citizens Republic Bancorp and held treasury and finance roles at Bank One/JPMorgan Chase . Company performance metrics relevant to his pay-for-performance design include 2024 EPS percentile of 78.1% vs the performance peer group (driving a 193.67% EPS bonus payout) and five-year TSR that grew the value of a $100 investment to $138 in 2024 (vs $109 in 2023); 2024 net income reported in PVP was $523,553 and EPS $8.14 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BOK Financial Corporation | EVP & Chief Financial Officer | 2023–Present | Leads finance, reporting, tax, capital markets, M&A, and IR |
| BOK Financial Corporation | Chief Risk Officer | Pre-2023 | Oversaw enterprise risk management prior to CFO promotion |
| BOK Financial Corporation | Treasurer | 2009–2016 | Managed treasury functions; asset/liability and corporate finance interface |
| Citizens Bank & Citizens Republic Bancorp (MI) | Treasurer | 6 years | Treasury and corporate finance oversight |
| Bank One (now JPMorgan Chase) | Asset Liability Manager; Finance Manager; Manager of Acquisition Planning | N/A | Treasury, corporate finance, line-of-business finance (credit card, CRE, retail, consumer lending) |
External Roles
- No public company directorships or external board roles disclosed for Grunst in the proxy biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $512,750 | $539,167 |
| Target Bonus (% of Base) | 80% | 80% |
| Actual Annual Incentive Paid ($) | $419,017 | $664,102 |
| Actual Annual Incentive (% of Base) | 80% | 123% |
| Stock Awards – Grant Date FV ($) | $577,561 | $596,249 |
| All Other Compensation ($) | $46,957 | $51,220 |
Note: In February 2025, the Compensation Committee approved a one-time special LTI award recognizing strong performance not captured by prior LTI payouts; Grunst's amount was $32,109 (valued at $111.49 per share as of Feb 18, 2025) .
Performance Compensation
Annual Incentive Plan Structure and Results
| Component | Weight | 2023 Payout | 2024 Payout | Calculation Basis |
|---|---|---|---|---|
| EPS Growth (relative to Performance Peers) | 60% | 90% payout (Company EPS percentile 47%) | 193.67% payout (Company EPS percentile 78.1%) | Linear: <30th=0%; 30th=33%; 50th=100%; ≥80th=200% |
| Business Performance (Overall Company for CFO) | 20% | 109% achieved | 85% achieved | Linear vs Plan: <80%=0%; 80%=33%; 100%=100%; ≥120%=200% |
| Strategic Objectives | 20% | 120% achieved | 100% achieved | CEO-established and Committee-approved annually |
| Final Annual Incentive Payout | — | $419,017; 80% of base | $664,102; 123% of base | Committee approval in Feb following year |
Long-Term Incentive (LTI) Design and Grants
| Metric | 2023 | 2024 |
|---|---|---|
| LTI Target (% of Base) | 110% | 110% |
| LTI Mix | 70% performance-based; 30% service-based | 70% performance-based; 30% service-based |
| Performance Units – Grant Date | 2/28/2023 | 2/20/2024 |
| Performance Units – Threshold/Target/Max (#) | 1,304 / 3,950 / 7,900 | 1,684 / 5,103 / 10,206 |
| Service Units (#) | 1,693 | 2,187 |
| Fair Value – Performance Units ($) | $404,283 | $417,374 |
| Fair Value – Service Units ($) | $173,279 | $178,875 |
| Performance Measurement | Trailing 3-year EPS growth percentile vs peers; linear 0–200% earn | Same methodology; linear 0–200% earn |
| Vesting/Hold | Performance units vest when earned at 2-year review; service units vest at 3 years; 2-year post-vest transfer restriction |
Equity Ownership & Alignment
| Ownership Detail | As of Mar 4, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Beneficially Owned Shares | 33,220 | 35,738 |
| Restricted Stock Included | Not separately footnoted in 2024 table for Grunst | Includes 19,129 restricted stock |
| Percent of Class | Not stated; generally less than 1% for NEOs | Not stated; table shows <1% thresholds |
Outstanding unvested equity and market values (12/31/2024):
- Unvested service shares/units: 5,045; market value $537,040 (based on $106.45 closing price) .
- Unearned performance shares/units: 11,770; payout value $1,252,917 (based on $106.45) .
Stock ownership guidelines and compliance:
- Guideline: CFO must hold shares equal to 5x base salary; target compliance date March 1, 2028 .
- Unvested service/performance awards and options do not count toward compliance; price averaged over first-quarter 90 days ($84.77 for 1Q24) .
- Pledging: No pledging disclosed for Grunst; George B. Kaiser has pledged 18,073,394 shares (context for governance risk) .
- Hedging: Company permits hedging by employees, officers, and directors subject to Insider Trading Policy; no explicit prohibition on hedging (alignment risk) .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (termination without cause) | Standard severance plus lump sum equal to then annual salary; for Grunst: $917,091 |
| Change-of-Control (CoC) termination | Lump sum equal to 2x annual salary for termination without cause following CoC; for Grunst: $1,084,000 |
| Equity treatment on CoC termination | All unvested service- and performance-based shares vest upon termination within one year after a CoC, not for cause |
| Unvested equity valuation at 12/31/2024 | Restricted units $1,789,957 (would vest under CoC termination) |
| Clawback | Board may recoup incentive compensation based on incorrect financials; formal Clawback Policy filed with 10-Ks |
| Non-solicit | $3,000 per year payment while in effect; duration: two years after “for cause” termination, one year after other terminations |
Nonqualified deferred compensation (balances at 12/31/2024):
| Item | Amount |
|---|---|
| Executive Contributions (last FY) | $140,301 |
| Aggregate Earnings (last FY) | $280,606 |
| Aggregate Balance | $1,980,294 |
Investment Implications
- Strong pay-for-performance alignment: Grunst’s annual bonus is 60% tied to EPS growth vs peers, with LTI based on three-year relative EPS; 2024 EPS percentile at 78.1% drove a near-maximum EPS bonus payout, supporting incentive sensitivity to operational performance .
- Low near-term selling pressure: Performance awards review at two years and service awards vest at three years, with a mandatory two-year post-vesting hold; this structure materially reduces short-term insider selling pressure and aligns long-term ownership .
- Hedging policy permissiveness is a governance red flag: The Company generally permits hedging transactions for insiders, which can weaken alignment even with ownership guidelines; monitor policy application and any disclosed hedging activity .
- Retention and CoC economics: Double-trigger CoC payouts (2x salary) plus accelerated vesting of unvested units suggest muted retention risk in normal course but value unlock in M&A scenarios; Grunst’s indicative CoC package totals $2.876 million including unvested units .
- Ownership build: Grunst holds 35,738 shares including 19,129 restricted; required to reach 5x salary by March 1, 2028, implying continued accumulation and retention over the medium term .
- LTI calibration risk: Consecutive zero performance-based LTI payouts in 2022 and 2023 led to a one-time special award in February 2025; the peer group methodology was updated with expectations of improved LTI effectiveness beginning with the performance period ending 2025—monitor peer set changes and relative EPS trajectory for future vesting outcomes .