Scott B. Grauer
Executive Vice President - Wealth Management; Chief Executive Officer of BOK Financial Securities, Inc. at 
BOK FINANCIAL
BOK FINANCIALExecutive
About Scott B. Grauer
Scott B. Grauer, age 60, is Executive Vice President – Wealth Management at BOK Financial and CEO/Chairman of BOK Financial Securities, Inc.; he also chairs the company’s registered investment advisers, Cavanal Hill Investment Management and BOK Financial Private Wealth, Inc. He joined BOK Financial in 1991 via acquisition, led the retail brokerage from 1996, and was named President/CEO of the broker-dealer in late 1999 when BOKF consolidated retail, institutional and investment banking under one organization . In 2024, company-wide incentive metrics tied to EPS growth ranked at the 78th percentile vs. peers (a key driver of his annual bonus), with EPS of $8.14 and Company TSR value-of-$100 at $138, underscoring strong relative performance used in pay outcomes . Within his remit, Wealth Management delivered Q3 2024 net income of $29.6 million (up 7.7% QoQ), with AUM/AUA of $110.7 billion and a record quarter in investment banking fees (Texas municipal underwriting leadership), highlighting execution against fee-income growth levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BOK Financial Securities, Inc. | President & CEO | Late 1999–present | Led broker-dealer as BOKF combined retail, institutional, and investment banking under one organization . |
| BOK Financial Securities, Inc. | Manager, Retail | 1996–1999 | Built and led retail brokerage following acquisition integration . |
| BOK Financial (via acquisition) | Joined Company | 1991–present | Continuity and leadership across Wealth Management businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cavanal Hill Investment Management (BOKF RIA) | Chairman | N/A | Chairs registered investment adviser subsidiary . |
| BOK Financial Private Wealth, Inc. (BOKF RIA) | Chairman | N/A | Chairs registered investment adviser subsidiary . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 569,584 | 598,841 | 611,037 |
2024 perquisites and other cash compensation detail:
- 401(k) match: $41,400; executive life insurance: $3,599; executive wellness: $3,600; medical supplement: $2,398; personal portion of trip: $6,982 .
Performance Compensation
Annual Incentive (2024)
| Component | Weight | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| EPS Growth vs Performance Peers (2-year) | 40% | Linear scale (0% at <30th, 100% at 50th, 200% at ≥80th percentile) | Payout 194% (Company EPS rank 78.1%) | Annual cash bonus historically paid in Q1 following performance year . |
| Business Performance (unit vs plan) | 40% | 0% at <80%, 100% at 100%, 200% at ≥120% | Achieved 104% | Same as above . |
| Strategic Objectives | 20% | Management/Comp Committee assessment | Achieved 110% | Same as above . |
| Target Award (% of Base) | — | 90% of base salary | — | — . |
| Final Annual Bonus ($) | — | — | $761,112; 127% of base | Approved Feb 18, 2025 . |
Notes:
- Weighting framework for named executives: Grauer’s 2024 weighting was 40% EPS Growth, 40% Business Performance (Wealth Management), 20% Strategic Objectives .
- The Company made a one-time special award in Feb 2025 due to long-term performance shares forfeiting in 2022–2023 based on legacy peer methodology; Grauer received $49,502 (valued at $111.49 per share) .
Long-Term Incentive (2024 awards)
| Attribute | Detail |
|---|---|
| LTI Target (% of Base) | 125% |
| Mix | 70% performance-based; 30% service-based |
| Grant Date | 2/20/2024 |
| Performance Shares | Threshold 2,118; Target 6,419; Max 12,838; Grant-date fair value $525,010 . |
| Service Shares | 2,751 shares; Grant-date fair value $225,004 -. |
| Performance Metric | 3-year EPS growth percentile vs Performance Peers; 0% at <30th, 100% at 50th, 200% at ≥80th percentile -. |
| Vesting/Hold | Performance shares vest when earned after review at the second year-end anniversary; 2-year post-vest holding; service shares vest on third anniversary; 2-year post-vest holding . |
Multi-Year Compensation Summary (Scott B. Grauer)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 569,584 | 598,841 | 611,037 |
| Stock Awards ($) | 695,650 | 727,504 | 750,014 |
| Non-Equity Incentive ($) | 486,375 | 521,949 | 761,112 |
| All Other Compensation ($) | 95,342 | 54,915 | 57,979 |
| Total ($) | 1,850,265 | 1,903,209 | 2,180,143 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 73,957 shares; includes 23,757 restricted and 12,099 shares in the BOKF Thrift Plan; <1% of shares outstanding . |
| Unvested/Unearned Equity (12/31/2024) | Service shares not vested: 6,677 ($710,766); Performance shares/units unearned: 15,582 ($1,658,704); grants dated 2/22/22, 2/28/23, 2/20/24 . |
| Ownership Guidelines | 4x base salary; assessed on 90-day average price; Grauer currently meets guideline . |
| Holding Requirements | All vested LTI equity is subject to a two-year post-vest holding period (after service/performance vest) . |
| Pledging | No pledging disclosed for Grauer; note: majority shareholder George B. Kaiser has 18,073,394 shares pledged as of Jan 31, 2025 (context for governance risk) . |
| Hedging Policy | Company generally permits hedging by employees/officers/directors; insider trading policy governs timing . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Each NEO, including Grauer, is party to an employment agreement . |
| Severance – Without Cause | Standard severance plus lump sum equal to annual salary; for Grauer: $1,015,224 salary/severance; unvested equity remains outstanding (no acceleration) -. |
| Severance – Change of Control (CoC) | Double-trigger: if terminated without cause within one year after CoC, lump sum equal to 2x annual salary (Grauer: $1,200,000) and unvested service- and performance-based shares vest - . |
| For Cause | No severance; non-solicit payment $6,000 (aggregate) reflected; equity forfeiture as applicable -. |
| Non-Solicitation | 2 years after termination for cause; 1 year after termination for other reasons; $3,000 per year paid in arrears . |
| Clawback | Company clawback allows forfeiture/recoupment of incentive comp based on incorrect financials; Dodd-Frank compliant policy filed with 2023 10-K . |
| Deferred Compensation | Grauer did not participate in the non-qualified deferred compensation plan in 2024 . |
Performance & Track Record
| Period/Metric | Result |
|---|---|
| Q3 2024 Wealth Management | Net income $29.6m vs. $27.5m in Q2; combined NII+fees up $2.9m QoQ; AUM/AUA $110.7b; average deposits $9.84b (+3% QoQ) . |
| Markets & Investment Banking | Record quarter for investment banking fees, led by Texas municipal bond underwriting; offsetting lower trading activity; trading fees $23.6m (down 14.6% QoQ) . |
| Company-wide EPS/TSR (used in pay) | 2024 Company TSR value-of-$100: $138; EPS $8.14; 2-year relative EPS rank 78%—a primary driver of annual incentive payout . |
| 2024 Annual Bonus Outcome | Final payout $761,112 (127% of base) driven by EPS Growth payout of 194%, Business Performance 104%, Strategic Objectives 110% . |
Compensation Structure Analysis
- At-risk mix: For 2024, Grauer’s LTI target equals 125% of base, with 70% performance-based equity and 30% service-based equity—maintaining a high share of pay at risk and aligned to relative EPS growth .
- Discretionary overlay: After consecutive zero LTI performance payouts (performance periods ending 2022 and 2023) driven by legacy peer methodology, the Committee approved a special one-time award in Feb 2025 (Grauer: $49,502), signaling willingness to use discretion when plan outcomes diverge from management’s view of performance .
- Ownership alignment: He meets the 4x salary ownership guideline and is subject to two-year post-vest holding on equity, which moderates near-term selling pressure from vesting .
- Risk controls: Clawback policy active; Incentive Risk Review Committee oversight of plan risk; however, company permits hedging, which many investors view as misaligned with best practices .
Equity Ownership & Vesting Schedules (Detail)
| Category | Count/Value | Source/Notes |
|---|---|---|
| Beneficial ownership (total shares) | 73,957 | Includes 23,757 restricted; 12,099 Thrift Plan . |
| Service-based shares not vested (12/31/24) | 6,677 ($710,766) | Totals across 2022–2024 grants . |
| Performance-based shares/units unearned (12/31/24) | 15,582 ($1,658,704) | Subject to 3-year relative EPS growth . |
| 2024 grant service shares vest | Third anniversary (2/20/2027) + 2-year hold | . |
| 2024 grant performance shares | Earn based on 3-year EPS peer percentile; vest when earned; 2-year hold | -. |
Compensation & Peer Framework
- Annual incentive: 40%–80% weight on relative EPS growth by role; Grauer 40% EPS Growth; 40% business unit (Wealth); 20% strategic objectives .
- Long-term performance: 3-year relative EPS growth vs. a broad Performance Peer group; pay benchmarking vs. narrower Pay Peer group; dual peer framework adopted in 2022 to better calibrate performance vs. pay -.
- Salary positioning: 2024 base salary set at ~100% of Pay Peer median for comparable role (Grauer: 100%) .
Say-on-Pay & Governance Context
- 2024 say-on-pay received significant shareholder support; no direct program changes were made in response .
- Controlled company: BOKF is a NASDAQ “controlled company” (majority owner George B. Kaiser ~59.08%), exempting it from certain independence requirements; Compensation Committee members listed; no delegation .
Risk Indicators & Red Flags
- Hedging permitted for insiders (policy governs timing), which many investors view as a governance negative .
- Special one-time equity award in 2025 due to prior LTI zero payouts indicates discretionary compensation usage; investors may scrutinize pay-for-performance rigor despite plan rationale .
- Majority shareholder pledging: 18,073,394 shares pledged by the controlling shareholder (contextual governance consideration; not Grauer-specific) .
Investment Implications
- Alignment: Grauer’s pay is heavily at-risk with a high equity component (125% of base LTI; 70% performance-based) tied to relative EPS, and he meets a 4x salary ownership guideline with post-vest holding—supportive of long-term alignment .
- Retention: Contract terms provide one-time salary severance if terminated without cause and 2x salary plus accelerated vesting in a double-trigger CoC scenario; significant unvested equity ($2.37m as of 12/31/24) also supports retention -.
- Near-term supply/pressure: Two-year post-vest holding mitigates immediate selling from upcoming vests; unearned performance awards depend on future 3-year relative EPS results, reducing short-term selling pressure signals .
- Execution: Wealth Management delivered steady profitability (Q3 2024 net income up 7.7% QoQ) with record investment banking fees—positive for segment momentum and for Business Performance components of pay .
- Governance watch items: Hedging permissibility and the use of a special award to offset zero LTI outcomes may draw scrutiny from investors focused on tighter pay-for-performance discipline .