Michael C. Turpen
BOK FINANCIALAbout Michael C. Turpen
Michael C. Turpen (age 75) is an independent director nominee of BOK Financial Corporation and a partner at Riggs, Abney, Neal, Turpen, Orbison & Lewis in Oklahoma City; he previously served as Attorney General of the State of Oklahoma and is serving his second nine-year term as a Regent for the Oklahoma State Regents for Higher Education. He has been on BOKF’s Board since 2011 and brings legal expertise, public service experience, and civic leadership to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Oklahoma | Attorney General | Not disclosed | Legal and public service experience cited as qualification |
| Riggs, Abney, Neal, Turpen, Orbison & Lewis | Partner | Current | Legal expertise; civic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oklahoma State Regents for Higher Education | Regent | Second nine-year term (current) | Higher education governance experience |
Board Governance
- Committee assignments: Turpen is a member of the Credit Committee; the committee met 8 times in FY2024 and oversees credit portfolio quality, large extensions of credit, and related-party credit transactions (Chair: Griffin). Turpen holds no chair roles.
- Independence/controlled status: BOKF is a “controlled company” under NASDAQ due to George B. Kaiser’s 59.08% ownership, exempting it from certain independence requirements; Audit Committee members are separately confirmed as independent. Turpen is not listed on the Audit or Compensation Committees.
- Attendance: The Board met 4 times in 2024; all directors who served the entire year—other than Armstrong, Cadieux, and Simmons—attended at least 75% of Board and committee meetings, implying Turpen met the ≥75% threshold. Executive sessions were held 4 times (presiding director: Kaiser).
- Executive sessions and leadership: CEO and Chair roles are split; Kaiser serves as Chair and presides over executive sessions, which concentrates non-management director discussions under the majority shareholder.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $62,007 | Annual cash retainer ($20,000), board meeting fees ($7,500 per meeting), committee meeting fees ($1,500 each), chair fees ($3,500 per meeting, if applicable), quarterly earnings release meetings ($500), plus $1,000 per meeting day for non-Oklahoma resident directors (policy disclosure) |
| Stock Awards | $26,435 | Annual stock retainer ($20,000 in shares) issued under Directors’ Stock Compensation Plan; 2024 grant pricing: $85.89 (Q1 issuance for 4Q23 service) and $89.26 (CY2024 issuance) |
| Total | $88,442 | 2024 total director compensation for Turpen per proxy table |
Director compensation policy summary:
- Non-officer directors receive $20,000 cash and $20,000 shares annually; meeting fees: $7,500 (Board), $1,500 (committee), $3,500 (committee chair), $500 (earnings release assist); $1,000 travel day premium for non-Oklahoma residents. Shares issued annually per plan pricing formula.
Performance Compensation
- No director performance-based metrics, options, or PSUs disclosed for non-officer directors; equity is delivered as annual retainer shares under the Directors’ Stock Compensation Plan rather than performance-conditioning.
Other Directorships & Interlocks
| Company/Institution | Role | Notes |
|---|---|---|
| None disclosed (public company boards) | — | Proxy lists external public-company directorships for other nominees; none listed for Turpen. |
Potential interlocks/related-party exposure:
- No related-party transactions disclosed involving Turpen; policy requires CFO and Audit/Credit Committee review of related-party transactions; disclosed related-party items involve QuikTrip and Griffin Communications, not Turpen.
Expertise & Qualifications
- Legal expert with prior statewide enforcement role and governance of higher education; qualifications emphasize legal expertise, public service experience, and leadership through non-profit and civic involvement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Michael C. Turpen | 3,362 | <1% |
- Beneficial ownership excludes any options exercisable within 60 days or unvested restricted stock (for executives); no pledges are disclosed for Turpen. Company-wide, hedging by directors is permitted; Kaiser has pledged 18,073,394 shares, indicating concentrated control and collateralization risk at the controlling shareholder level.
Shareholder Support Signals
| Item (2025 Annual Meeting) | For | Against/Withheld | Abstain | Non-Votes |
|---|---|---|---|---|
| Election of Director: Michael C. Turpen | 56,490,022 | 719,758 | — | 7,061,956 |
| Advisory Vote on NEO Compensation (Say-on-Pay) | 56,716,207 | 295,741 | 197,832 | 7,061,956 |
- Strong shareholder support for Turpen’s election and say-on-pay reflects positive governance sentiment in 2025.
Governance Assessment
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Board effectiveness and engagement: Turpen serves on the Credit Committee—critical for oversight of credit risk, lending policies, and related-party credit transactions—which met 8 times in 2024, indicating active engagement in core banking risk oversight. Attendance ≥75% supports engagement.
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Independence and controlled company risk: BOKF’s controlled-company status (59.08% ownership by Kaiser) reduces independence requirements and concentrates influence; executive sessions are presided over by the controlling shareholder, which may limit independent oversight dynamics. Turpen is not on the independent Audit Committee.
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Compensation alignment: For directors, compensation is modest, meeting-based, and includes annual stock grants, creating some alignment via share ownership; no performance-conditioned director awards are disclosed. Turpen’s 2024 mix was $62,007 cash and $26,435 stock.
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Ownership and skin-in-the-game: Turpen holds 3,362 shares (<1%); no pledging noted for Turpen. The company permits hedging by directors and officers, which weakens alignment best practices; Kaiser’s large pledged position underscores control/financing risk.
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Potential conflicts: No Turpen-specific related-party transactions disclosed; related-party policy appears robust and routed through CFO, Audit, and Credit Committees.
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RED FLAGS
- Controlled company structure limits mandatory independence and concentrates governance power with Kaiser.
- Hedging by directors is permitted (shareholder-unfriendly); large share pledging by Kaiser is material.
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Signals enhancing investor confidence
- Strong shareholder vote support for Turpen and say-on-pay in 2025.
- Active committee oversight cadence (Credit 8x; Audit 10x; Risk 4x; Compensation 3x) supports board diligence.
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Open items not disclosed
- Individual director independence designation for Turpen is not explicitly stated in the proxy.
- Director-specific stock ownership guidelines are not disclosed; executive guidelines are provided, but not for directors.