Rose M. Washington-Jones
BOK FINANCIALAbout Rose M. Washington-Jones
Independent director since 2020 (age 60 as of March 3, 2025), Rose M. Washington-Jones is Chief Executive Officer of Tulsa Economic Development Corporation (TEDC), a certified community development financial institution, since 2001. She previously served on the Board of Directors of the Federal Reserve Bank of Kansas City (beginning in 2013) and was Chair from 2017 to 2019; she is Chairwoman of the Tulsa Regional Chamber and Board Chair of i2E (Idea to Enterprise). Her qualifications include extensive understanding of economic policy, knowledge of banking regulations and regulatory processes, and regional business development experience; prior roles include USC’s Division of External Relations, Jackson State University School of Business, and Trustmark National Bank in Jackson, MS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tulsa Economic Development Corporation (TEDC) | Chief Executive Officer | 2001–present | CDFI leader focused on small business growth |
| Federal Reserve Bank of Kansas City | Director; Chair | Director since 2013; Chair 2017–2019 | Led board oversight during Chair term |
| University of Southern California | Assistant VP & Director, Division of External Relations | Not disclosed | External relations leadership |
| Jackson State University School of Business | Special Assistant to the Dean; Director of Placement | Not disclosed | Academic placement and administration |
| Trustmark National Bank (Jackson, MS) | Officer | Not disclosed | Banking operations experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tulsa Regional Chamber | Chairwoman | Current | Regional economic leadership |
| i2E (Idea to Enterprise) | Board Chair | Current | Statewide venture development organization |
Board Governance
- Committees: Risk Committee member (4 meetings in 2024) with remit over enterprise risk, capital adequacy, market/liquidity, cybersecurity, third-party and compliance; Credit Committee member (8 meetings in 2024) overseeing portfolio quality, large credit approvals, and related-party credit transactions .
- Attendance: Board met 4 times in 2024; all directors serving the full year, except Messrs. Armstrong, Cadieux, and Simmons, attended at least 75% of Board and committee meetings. 14 of 17 directors attended the 2024 Annual Meeting of Shareholders .
- Independence/structure: BOKF is a “controlled company” under NASDAQ rules due to George B. Kaiser’s ~59.08% ownership, exempting it from certain independence requirements; Audit Committee is composed solely of independent directors. The Board has no standing nominating committee; director nominations are by Board consensus .
- Executive sessions: Directors met in executive session after all regular Board meetings; four executive sessions were held in 2024, presided over by Chairman George B. Kaiser .
Fixed Compensation
Director compensation structure and Washington-Jones’s 2024 compensation:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Paid to all non-officer directors |
| Annual stock retainer | $20,000 | Issued around July 1 each year |
| Board meeting fee (cash) | $7,500 per meeting | Paid to all non-officer directors |
| Committee meeting fee (cash) | $1,500 per meeting; $3,500 if chair | Only one fee if committees meet contemporaneously |
| Additional meetings (earnings release/assist mgmt) | $500 per meeting | As needed |
| Travel premium | $1,000 per day for non-OK residents attending in person | If applicable |
| 2024 stock award issue prices | $85.89 (Q1 grant for 4Q23 service); $89.26 (CY2024) | Directors Stock Compensation Plan |
| 2024 Director Compensation – Rose M. Washington-Jones | Amount ($) |
|---|---|
| Fees earned or paid in cash | $66,507 |
| Stock awards | $26,435 |
| Total | $92,942 |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance-based pay elements for directors | None disclosed; program consists of cash retainers/meeting fees and fixed-value stock awards under the Directors Stock Compensation Plan (no options listed for directors) |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Washington-Jones .
- Board-level interlocks/transactions context: QuikTrip Corporation has a fee-sharing agreement with BOKF’s TransFund ATM network (~$11.5 million paid in 2024), and Griffin Communications, LLC has interest rate hedges (unrealized gain of $2.59 million at 12/31/24); both entities are linked to current directors (Cadieux and Griffin). BOKF leases offices from Mr. Kaiser and affiliates ($661,000 in 2024). Related party transactions are overseen by the Audit Committee (non-credit) and Credit Committee (credit) per policy .
Expertise & Qualifications
- Economic policy and regulatory process expertise through Federal Reserve Bank of Kansas City directorship and chair role; banking regulations knowledge; regional business development leadership via TEDC and Tulsa Regional Chamber .
- Prior operational/administrative roles in higher education and banking support risk/compliance and credit oversight committee assignments .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 1,520 shares; less than 1% of outstanding shares |
| Shares outstanding (record date) | 64,271,736 shares (as of March 3, 2025) |
| Pledged shares | None disclosed for Washington-Jones; note that the majority shareholder has 18,073,394 shares pledged as collateral (as of Jan 31, 2025) |
| Hedging policy | Company generally permits hedging by employees/officers/directors; Insider Trading Policy governs timing and compliance |
Governance Assessment
- Strengths: Washington-Jones serves on the Risk and Credit Committees, aligning her regulatory and economic development background with core oversight areas (enterprise risk, capital, cybersecurity; credit portfolio quality and related-party credit transactions). Committee engagement is evidenced by 4 Risk and 8 Credit meetings in 2024, and she met at least the 75% attendance threshold applied to directors serving the full year .
- Alignment: Director pay mix includes cash retainers/meeting fees and annual stock awards; her 2024 compensation totaled $92,942, with stock awards issued at programmatic prices, offering moderate alignment but with a small personal ownership stake (1,520 shares, <1%) .
- Controlled company risks: BOKF’s controlled status (≈59.08% ownership by George B. Kaiser) reduces formal independence requirements; the Compensation Committee includes the majority owner, which concentrates influence over executive pay. Executive sessions are chaired by Mr. Kaiser. These features may temper investor confidence in board independence, though Audit Committee independence is maintained and related-party oversight policies are in place .
- Conflicts/related-party exposure: No related-party transactions are disclosed for Washington-Jones. Board-level relationships include leases with Mr. Kaiser’s affiliates and commercial arrangements with companies led by other directors (QuikTrip; Griffin Communications); the Company states these are ordinary course, arm’s-length, and subject to committee oversight. Company permits hedging by insiders, which can be a governance red flag if used to offset equity risk, although policy controls are in place .
- Overall: Washington-Jones appears engaged in risk and credit oversight, with credible regulatory expertise, but limited personal ownership and a controlled company environment with permitted hedging and notable related-party transactions represent structural governance risks investors should monitor for potential influence on compensation, credit decisions, and strategic risk posture .