Rebecca D. Keesling

About Rebecca D. Keesling

Rebecca D. Keesling is Executive Vice President and Chief Auditor at BOK Financial (BOKF). As Chief Auditor, she is responsible for ensuring internal controls are designed properly and operating effectively and for performing independent assessments of compliance with laws and regulations. She joined BOK Financial in 2004 after 10 years in public accounting primarily with Ernst & Young LLP auditing private and public companies; she is age 52 per the 2025 proxy. Company incentive design for executives emphasizes EPS Growth versus peers (annual) and multi‑year relative EPS (long‑term), with business unit performance and strategic objectives used for non‑CEO executives; company Pay‑Versus‑Performance disclosures show TSR and EPS trends used to evaluate alignment.

Past Roles

External Roles

Fixed Compensation

Keesling is not a Named Executive Officer (NEO) in recent proxies; her individual salary, target bonus, and paid bonus are not itemized in the Summary Compensation Table. The Compensation Committee sets executive base pay and targets with reference to peer medians and company/individual performance under the Executive Incentive Plan (EIP).

Performance Compensation

BOKF’s executive incentive framework (applicable to named executives and used by the company broadly for senior executives) prioritizes relative EPS performance and business results. While Keesling’s individual weights are not disclosed, the plan mechanics and vesting apply to executive officers.

• Annual Incentive Bonus design (plan mechanics and formula) :
  • EPS Growth vs peers (2‑year average): linear payout from 0% at <30th percentile to 200% at ≥80th percentile; 100% at 50th percentile.
  • Additional components for non‑CEO executives include Business Performance and Strategic Objectives.
• Long‑Term Incentive (LTI) design and mix :
  • Performance‑based RSAs/RSUs tied to 3‑year relative EPS (percentile rank with 0%–200% payout scale), plus service‑based RSAs/RSUs for non‑CEO NEOs in certain years.
  • In 2021 (illustrative): CEO 100% performance‑based; other NEOs 70% performance‑based/30% service‑based; awards targeted to peer medians and adjusted for role and performance.

Performance Compensation – Metrics, Weighting, Targets, Payouts, Vesting

Citations: Annual/LTI mechanics and weights ; vesting/holding details ; clawback .

Vesting Schedules and Selling Pressure Considerations

Equity Ownership & Alignment

• Beneficial ownership: Keesling is not individually listed in the “Security Ownership” tables (which cover directors and NEOs); her specific share count, vested/unvested breakdown, and percent of class are not disclosed.
• Stock ownership guidelines: Executive stock ownership guidelines use multiples of base salary, with a five‑year compliance timeline; unvested service/performance shares and options do not count. For 2023 calculation, the 90‑day Q1 average price was $97.97. Named executive multiples disclosed: CEO 6x, CFO 5x, others 4x.
• Hedging/pledging: The company permits hedging transactions by employees, officers, and directors; significant shareholder George B. Kaiser had 18,073,394 shares pledged as collateral as of January 31, 2025 (disclosed in footnotes).

Employment Terms

• Change‑of‑Control (CoC) and severance framework (as disclosed for executives/NEOs):
  • If an executive is terminated without cause within one year after a CoC, all unvested performance shares and stock options vest; options must be exercised within 90 days.
  • Lump‑sum cash severance equal to two times “Annual Salary” upon termination without cause following a CoC (applies to executives as described in Potential Payments Upon Termination for NEOs).
  • For non‑CoC termination without cause, executives receive standard severance (tenure‑based) plus an additional amount equal to then‑annual salary in a lump sum (as described for NEOs).
  • Non‑solicitation: 1 year following any termination other than for cause (2 years if for cause), with $3,000 paid in arrears for each year the non‑solicit is in effect.
• Clawback policy: Board may recoup or require forfeiture/restoration of incentive compensation if incorrect financial information or results were used in calculating incentives.

Company Performance Context (for incentive alignment)

Notes: Values and units reflect BOKF’s Pay‑Versus‑Performance table disclosures.

Investment Implications

• Alignment: Long‑tenured internal audit leader with deep control and compliance background; company incentive architecture ties pay to relative EPS growth (annual and multi‑year) and business performance, reinforcing pay‑for‑performance even for non‑CEO executives. This supports disciplined risk management and long‑term value creation.
• Selling pressure: Two‑year post‑vest holding periods on both performance‑ and service‑based equity reduce near‑term selling; service awards vest on a set January cadence, creating predictable—but deferred—liquidity windows. Net near‑term selling pressure is tempered.
• Retention/CoC risk: Disclosed executive severance terms (including 2x salary on CoC termination without cause and equity acceleration for performance shares/options) are moderate and market‑consistent, suggesting reasonable retention protection without excessive golden parachutes; non‑solicit provisions add post‑termination safeguards.
• Governance flags: The company permits hedging, which is atypical and can weaken alignment; significant shareholder share‑pledging is a standing overhang for governance optics (not specific to Keesling). No specific pledging by Keesling is disclosed.
• Data gaps: Keesling is not an NEO; individual cash/equity compensation amounts, personal ownership totals, pledging, and Form 4 activity are not itemized in the proxy, limiting precision on her pay mix and direct “skin in the game.” The plan mechanics and governance framework nonetheless indicate strong emphasis on relative EPS and long‑term holding requirements.