Michael J. Rogers

About Michael J. Rogers

Michael J. Rogers, 56, is Senior Vice President and Chief Accounting Officer (CAO) of BOK Financial. He joined BOKF in June 2022 after serving as CAO of T.D. Williamson; earlier, he spent 18 years in public accounting (starting at Arthur Andersen and later as an audit partner at a regional firm) and has also served as corporate controller roles supporting multiple IPOs and public debt offerings. As CAO, Rogers is a signatory on BOKF’s periodic SEC reports, underscoring his direct accountability for financial reporting and controls . Company performance during his BOKF tenure (since 2022) has shown EPS of $7.68 (2022), $8.02 (2023), and $8.14 (2024); the Company TSR index (fixed $100 basis) moved 128→109→138 over 2022–2024, while the peer TSR index was 116→116→131 .

Company performance since Rogers joined (context):

Past Roles

External Roles

Fixed Compensation

Performance Compensation

BOKF’s Executive Incentive Plan (context, not Rogers-specific):

• Annual incentive metrics and mechanics:
  • EPS Growth vs Performance Peer Group (linear scale; 0% below 30th percentile, 100% at 50th, 200% at 80th+); 2024 EPS percentile yielded a 193.67% factor .
  • Business Performance vs plan (0% below 80%, 100% at 100%, 200% at 120%+); weighting varies by role (e.g., CFO uses Company performance; other NEOs use business unit) .
  • Strategic Objectives (typically 20% weight for NEOs; achievement % approved by the Compensation Committee) .
• Typical NEO weightings (2024 example): CEO 80% EPS/20% Strategic; CFO 60% EPS/20% Business/20% Strategic; other NEOs 40% EPS/40% Business/20% Strategic .
• Long-Term Incentive (LTI) structure (equity):
  • Mix: CEO 100% performance-based; other NEOs 70% performance-based / 30% service-based; paid in performance shares/units and service shares/units .
  • Vesting: Performance shares/units vest when earned based on 3-year relative EPS growth (same 0–200% curve); service awards vest on the 3rd anniversary of grant; both have a two-year post-vest holding requirement .
• 2025 one-time special awards: After consecutive zero-payouts on the LTI in performance periods ending 12/31/2022 and 12/31/2023 due to legacy peer methodology, the Committee approved a one-time stock award aggregating ~$350,000 to the five NEOs in Feb 2025 (e.g., CEO $208,932) while maintaining the LTI design going forward .

Equity award vesting mechanics (plan terms):

Note: Rogers’ individual target mix, weightings, and payouts are not disclosed (he is not an NEO) .

Equity Ownership & Alignment

• Individual beneficial ownership: Not itemized for Rogers in the proxy; the ownership table lists directors, NEOs, and certain officers, plus an aggregate for “all directors, nominees and executive officers” (30 persons) .
• Aggregate insider ownership: “All directors, nominees and executive officers” collectively 60.14% as of March 3, 2025 .
• Pledging and hedging:
  • Chairman George B. Kaiser had 18,073,394 shares pledged as collateral as of January 31, 2025; majority ownership was ~59.08% as of March 3, 2025 (potential share-overhang/pledging risk) .
  • Company states it has no policy restricting hedging by employees/officers/directors; such transactions are generally permitted (a governance negative for alignment) .
• Stock ownership guidelines (context): Executives are expected to hold stock as a multiple of salary; examples for NEOs: CEO 6x, CFO 5x, other NEOs 4x; guidelines measured on 90-day average price; unvested awards do not count. The CAO’s specific multiple and compliance status are not disclosed .

Employment Terms

• Change-of-control (CoC) acceleration: If an executive (or any employee) is terminated within one year after a CoC and not for cause, then all unvested service- and performance-based shares vest (double-trigger via termination post-CoC). Plan definitions specify CoC triggers and for-cause definitions; full CoC multiples and specific terms are detailed for NEOs in the proxy, but not for the CAO .
• Non-solicitation: For NEOs, a non-solicit applies for one year after termination other than for cause (two years if for cause); the executive receives $3,000 in arrears for each year the non-solicit is in effect. CAO-specific agreement terms are not disclosed .
• Clawback: The Board may forfeit or recover incentive compensation if based on incorrect financials; a company-wide Clawback Policy is on file with the 10-K (2023) .

Investment Implications

• Transparency and alignment: Rogers is a senior officer and 10-Q signatory (CAO), but he is not a named executive officer; therefore, his specific pay levels, targets, and realized payouts are not disclosed, limiting precision on CAO pay-for-performance alignment analysis .
• Incentive design context: Company-wide incentives are heavily tethered to relative EPS growth and business performance with equity awards that vest on performance and require post-vest holding—structures that generally promote long-term alignment; however, two consecutive zero LTI performance years led to a special one-time NEO award in Feb 2025, a signal to monitor for future design recalibration and potential retention considerations across senior ranks below the NEO level .
• Governance risk factors: BOKF is a NASDAQ “controlled company” with majority ownership and significant share pledging by the Chairman; the company also permits hedging by insiders. These factors can dilute standard minority shareholder protections and weaken alignment signals versus peers, warranting heightened monitoring of insider trading behavior and compensation decisions that may affect retention and selling pressure across executives (including the CAO) .
• Performance backdrop: During Rogers’ tenure, EPS rose from $7.68 (2022) to $8.14 (2024), and the Company’s TSR index improved to 138 in 2024 (from 109 in 2023), supportive of operating execution, though payouts for the LTI historically hinged on relative EPS vs peer groups that were undergoing methodological updates—investors should watch how revised peer constructs flow through to future equity realizations .