Robert A. Waldo
BOK FINANCIALAbout Robert A. Waldo
Robert A. Waldo (age 49) is the President of Kaiser-Francis Oil Company (since 2016), having worked at Kaiser-Francis in various roles since 2004; he is a nominee to the BOK Financial Corporation board for the 2025 annual meeting, with extensive energy sector and private investment experience including involvement in investments of George B. Kaiser (Cactus Drilling, Excelerate Energy, and other private/public equity) . He currently serves on the Board of Excelerate Energy Limited Partnership (since 2014) and as a Director of Excelerate Energy, Inc. (since April 2022), and previously served as a Director of StepStone Group Inc. (including predecessor) from 2007 to 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser-Francis Oil Company | President | 2016–present | Leads upstream O&G operations; involved in Kaiser-related investment activities |
| Kaiser-Francis Oil Company | Various roles | 2004–2016 | Energy operations and investing for Kaiser interests |
| StepStone Group Inc. | Director | 2007–2021 | Private equity/asset management governance |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Excelerate Energy Limited Partnership | Board Member | Private (LP) | 2014–present | LNG infrastructure; Kaiser-founded enterprise |
| Excelerate Energy, Inc. | Director | Public | Apr 2022–present | Board-level oversight at listed energy company |
Board Governance
- Controlled company: BOK Financial is a NASDAQ “controlled company” due to George B. Kaiser’s ~59.08% beneficial ownership, exempting it from certain independence requirements; the company states it maintains a substantial majority of independent directors despite exemptions .
- Committees: The board operates Risk, Audit, Compensation, and Credit committees; Waldo is a new nominee and is not listed as a member of any committee in 2024 (Risk: Coffey, Cadieux, Malcolm, Shrum, Washington-Jones; Audit: Joullian (Chair), Coffey, Lybarger, San Pedro, Simmons; Compensation: Craft (Chair), Cadieux, Griffin, Kaiser, Malcolm, Richards, San Pedro; Credit: Griffin (Chair), Armstrong, Bangert, Craft, Kaiser, Kymes, Lybarger, Richards, Turpen, Washington-Jones) .
- Nominating: BOKF has no standing nominating committee; director candidates are considered through board consensus under a written policy on qualifications .
- Executive sessions: Directors held four executive sessions in 2024; George B. Kaiser presides over executive sessions, reflecting the influence of the controlling shareholder .
- Attendance: The board met four times in 2024; directors serving the full year attended at least 75% of meetings and committee meetings, except Messrs. Armstrong, Cadieux, and Simmons, who were each absent on occasion due to business conflicts; Waldo was not on the board in 2024 (nominee) .
- Independence: Audit Committee members are all independent under NASDAQ rules and Rule 10A-3; Mr. Joullian is the Audit Committee financial expert .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Paid to all non-officer directors |
| Annual stock retainer | $20,000 | Issued per Directors’ Stock Compensation Plan |
| Board meeting fee | $7,500 per meeting (cash) | Paid for each board meeting attended |
| Committee meeting fee | $1,500 per meeting (cash) | One fee if committees meet contemporaneously |
| Committee chair fee | $3,500 per meeting (cash) | Additional chair compensation |
| Earnings-release/assist mgmt | $500 per meeting (cash) | As needed |
| Non-OK resident day fee | $1,000 per meeting day (cash) | In-person attendance |
| Stock grant pricing (2024) | $85.89 (Q1 for prior Q4 service); $89.26 (CY2024) | Average mid-point pricing across five preceding trading days |
If elected, Waldo would be subject to the above director compensation structure; no 2024 compensation is disclosed for him as he was not a director then .
Performance Compensation
| Director Equity Issuance Parameters | Details |
|---|---|
| Plan | BOK Financial Directors’ Stock Compensation Plan; equity granted around July 1 each year for service |
| Grant pricing mechanism | Average of mid-points between NASDAQ daily high/low over the 5 trading days preceding issuance |
| 2024 grant prices | $85.89 (issued in Q1 for Q4 2023 service); $89.26 (for 2024 service) |
No performance metrics are tied to director compensation; performance-based incentive structures are for executives and not applicable to directors .
Other Directorships & Interlocks
| Relationship | Nature | Governance/Conflict Insight |
|---|---|---|
| Affiliation with George B. Kaiser | Waldo is President of Kaiser-Francis and participates in Kaiser's investment activities | Potential influence/interlock given Kaiser’s role as BOKF Chairman and controlling shareholder |
| Controlled-company dynamics | Kaiser presides over executive sessions; Compensation Committee includes Kaiser | Heightens related-party influence in governance/comp decisions |
| Related party transactions (environment) | Office leases with Kaiser affiliates ($661k in 2024) | Ongoing related-party exposure; terms claimed ordinary-course/arm’s-length via policy |
| Related party transactions (other directors) | QuikTrip fee-sharing ($11.5M in 2024); Griffin interest rate hedges (unrealized gain $2,591,960) | Illustrates board-level related-party business within BOKF ecosystem |
Expertise & Qualifications
- Energy operations and upstream O&G leadership; long-tenured at Kaiser-Francis; active in private/public investment oversight across Kaiser’s portfolio .
- Public company governance experience (Excelerate Energy, Inc.; StepStone Group Inc.) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 36,578 | Indirectly via the Robert A. Waldo Revocable Trust |
| Shares outstanding (record date) | 64,271,736 | As of March 3, 2025 |
| Ownership % of outstanding | ~0.057% | 36,578 ÷ 64,271,736; less than 1% per proxy |
| Vested vs. unvested | Not disclosed | Director equity vesting details not itemized per individual in proxy |
| Pledged shares | None disclosed for Waldo | Kaiser has 18,073,394 pledged; no pledge disclosure for Waldo |
Governance Assessment
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Strengths:
- Audit Committee composed solely of independent directors, with designated financial expert, and robust audit oversight cadence (10 meetings in 2024) .
- Regular executive sessions held (four in 2024), enhancing board-only deliberation .
- Clear director compensation structure with modest fixed retainers and equity grants aligning directors with shareholders .
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Concerns/RED FLAGS:
- Controlled-company status with the controlling shareholder presiding over executive sessions and serving on the Compensation Committee; absence of a standing nominating committee concentrates influence and may limit independent checks in key governance processes .
- Waldo’s executive role within Kaiser-Francis and involvement in Kaiser’s investments suggests potential related-party influence/interlock given Kaiser’s majority stake and chairmanship at BOKF; this may affect perceived independence and board effectiveness on matters involving Kaiser-affiliated interests .
- Related-party transactions are active and material (e.g., $11.5M paid to QuikTrip in 2024; $661k in leases to Kaiser affiliates; significant hedging relationships with entities led by directors), raising ongoing conflict management demands for the Audit and Credit Committees and investor scrutiny of arm’s-length treatment .
- Hedging of company stock is “generally permitted” under BOKF policies, which is shareholder-unfriendly and can weaken alignment, though governed by insider trading procedures .
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Independence & Attendance:
- Waldo is a 2025 nominee with no 2024 board attendance record or committee assignments; independence classification by director is not enumerated in the proxy; Audit Committee independence is affirmed for its members .
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Director Compensation Mix & Alignment:
- Cash/equity retainer structure and per-meeting fees are moderate; director equity grants priced by formula enhance ownership alignment but lack performance linkage; no director-specific ownership guidelines disclosed (executive stock ownership guidelines apply only to executives) .
Overall signal: Waldo’s affiliation with the controlling shareholder provides sector expertise and investment acumen but introduces heightened related-party and independence optics; investors should monitor committee assignments post-election, any recusal practices on related-party matters, and the board’s adherence to its related-party transaction review policy .