Mindy M. Mahaney
BOK FINANCIALAbout Mindy M. Mahaney
Executive Vice President and Chief Risk Officer at BOK Financial; age 56. Responsible for enterprise-wide risk management, information security, and regulatory compliance; promoted to CRO in 2023 after serving as Chief Operating Officer for wealth management; joined BOK Financial in July 2008 following a decade in public accounting at Arthur Andersen and a CFO role at Oklahoma’s Spirit Bank . Company shareholder return improved per Pay Versus Performance: value of $100 investment rose from $109 (2023) to $138 (2024); EPS was $8.02 (2023) and $8.14 (2024) . Revenues increased from $643.3M (FY 2022) to $839.6M (FY 2024)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BOK Financial | Chief Operating Officer, Wealth Management | — (prior to 2023) | Led wealth management lines including Institutional Wealth, Private Bank, International Banking; operational oversight across markets |
| BOK Financial | Various roles (pre-CRO) | — | Progression through senior roles culminating in CRO appointment; risk oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit Bank (OK) | Chief Financial Officer | — (prior to July 2008) | Financial leadership of a regional bank |
| Arthur Andersen | Public accounting (audit) | ~10 years | Public company audit and accounting expertise |
Fixed Compensation
- Not disclosed for Ms. Mahaney in the proxy’s NEO tables (she was not a named executive officer for 2024) .
Performance Compensation
Company Executive Incentive Plan structure (applies to CEO, CFO, and other designated senior executives; CRO likely participates, but individual targets for Ms. Mahaney are not disclosed) .
| Metric | Weighting (CEO/NEOs) | Target/Threshold | Payout Curve |
|---|---|---|---|
| Annual EPS Growth vs Performance Peer Percentile | CEO 80%; CFO 60%; other NEOs 40% | Percentile rank on 2-year avg EPS growth | 0% <30th; 33% at 30th; 100% at 50th; 200% ≥80th percentile |
| Business Performance (unit vs plan) | CFO 20%; other NEOs 40%; CEO n/a | Versus budget (% achieved) | 0% <80%; 33% at 80%; 100% at 100%; 200% ≥120% |
| Strategic Objectives | 20% for all NEOs | CEO-set, Committee-approved goals | Up to 120% payout based on achievement |
Long-term incentive mechanics:
- Awards: performance-based restricted stock/units and service-based restricted stock/units under 2009 Omnibus Incentive Plan .
- Performance measurement: trailing 3-year EPS growth percentile vs Performance Peer group; same 0–200% payout curve as annual EPS metric .
- Vesting/hold: service-based awards vest at 3 years; performance awards vest when earned at the 2-year review; all have 2-year post-vest holding requirements and stock ownership guidelines thereafter .
Equity Ownership & Alignment
- Beneficial ownership: 17,971 shares directly (as of Form 4 filed Feb 20, 2025) .
- Ownership as % of shares outstanding: 0.028% = 17,971 / 64,271,736 .
- Recent equity activity and vesting-related withholding:
- 2025-02-18: Award of 3,360 shares (equity grant under plan) .
- 2025-02-19: Tax withholding of 136 shares at $110.80 .
- 2025-01-14: Tax withholding of 477 shares at $109.44 .
- 2024-02-20: Award of 4,040 shares .
- Stock ownership guidelines: Executives are subject to salary-multiple ownership guidelines; specific multiple for Ms. Mahaney not disclosed. Unvested shares and options do not count toward compliance; guidelines measured on a 90-day price average .
- Pledging: Proxy discloses pledged shares only for majority shareholder George B. Kaiser (18,073,394 shares) and not for Ms. Mahaney .
Employment Terms
- Change-of-control: If terminated without cause within one year after a change of control, all unvested service- and performance-based equity vests (applies to executive officers and employees) .
- Severance: Executive officers receive standard employee severance based on tenure; additional severance for named executives per employment agreements (specific terms for Ms. Mahaney not disclosed) .
- Clawback: Company Clawback Policy enables forfeiture/recoupment of improperly paid incentive compensation based on incorrect financial results; filed with 2023 Annual Report .
- Non-solicit: NEO agreements include non-solicitation for one year (or two years for cause), with $3,000 per year payable; Ms. Mahaney’s specific agreement is not disclosed .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $643.257M | $789.949M | $839.641M |
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (Company TSR) | $128 | $109 | $138 |
| EPS ($) | $7.68 | $8.02 | $8.14 |
Peer benchmarking framework:
- Performance peers and pay peers set in 2022; broad performance peers and geographically-filtered pay peers govern relative EPS rankings and compensation benchmarking .
Governance and Shareholder Feedback
- Say-on-pay: “Significant support” for NEO compensation at April 30, 2024 Annual Meeting; no direct changes made in response .
- Hedging policy: Hedging transactions by insiders are generally permitted under Company policy; Insider Trading Policy governs timing and compliance .
Investment Implications
- Alignment: CRO role ties incentives to long-term EPS outperformance relative to peers, with multi-year vesting and post-vest holding—constructive for risk-sensitive value creation. The clawback and accelerated vesting under CoC mitigate governance risk and retention uncertainty in change events .
- Insider flow/pressure: Recent grants and small tax-withholding transactions suggest normal vesting activity, not discretionary selling; current beneficial ownership is modest at ~0.03% of shares, limiting direct selling pressure but signaling ongoing equity participation .
- Execution risk: CRO oversight of enterprise-wide risk and information security is central amid evolving regulatory and cybersecurity landscapes; company-level EPS and TSR trends post-2023 provide supportive backdrop, but compensation specifics for Ms. Mahaney are not disclosed—investors should monitor future proxies and Form 4s for award structure and vesting outcomes .
Note: *Values retrieved from S&P Global.