Stanley A. Lybarger
BOK FINANCIALAbout Stanley A. Lybarger
Stanley A. Lybarger (age 75) serves as Vice Chairman of the Board at BOK Financial; he is the former President and Chief Executive Officer of BOK Financial and BOKF, with three decades of leadership roles across corporate banking and regional operations. He has been a BOKF director since 1991 and is described as having extensive knowledge of all facets of the banking industry; prior external service includes Director and Audit Committee Chair at Cypress Energy Partners GP, LLC .
Past Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| BOK Financial Corporation/BOKF | President & Chief Executive Officer (former) | Prior role; dates not specified | Led the company; deep banking industry expertise |
| BOK Oklahoma City Regional Office | President (former) | Prior role; dates not specified | Regional leadership |
| BOKF (Corporate Banking) | Executive Vice President (former) | Prior role; dates not specified | Corporate banking oversight |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Cypress Energy Partners GP, LLC | Director; Chairman of the Audit Committee | Prior service; dates not specified | Audit leadership; governance expertise |
Board Governance
- Independence: Audit Committee members are all independent under NASDAQ Rule 5605(a)(2); Lybarger is a member, indicating independence status for committee service .
- Committees: Audit Committee (member); Credit Committee (member). Not a chair on either .
- Attendance: The Board met 4 times in 2024; all directors serving the full year—except Messrs. Armstrong, Cadieux, and Simmons—attended at least 75% of Board/committee meetings. Lybarger met the ≥75% threshold .
- Executive Sessions: Board held four executive sessions in 2024; presiding director is Chairman George B. Kaiser (not Lybarger) .
- Years of service: Director since 1991 .
- Controlled company context: BOKF is a NASDAQ “controlled company” (majority owner Kaiser ~59.08%), exempt from certain independence requirements though it maintains a substantial majority of independent directors .
Committee Assignments
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit Committee | Member | 10 meetings | Financial reporting, internal controls, external audit, related-party reporting, CSR reporting |
| Credit Committee | Member | 8 meetings | Credit portfolio quality, policy oversight, large credit approvals, related-party credit transactions |
Fixed Compensation
BOKF Director Compensation Structure (2024)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | $20,000 | Non-officer directors |
| Annual retainer (stock) | $20,000 in shares; issuance price based on 5-day average midpoints (2024 grants at $89.26; Q1 grant for 4Q23 at $85.89) | Directors’ Stock Compensation Plan |
| Board meeting fee | $7,500 per meeting | Cash |
| Committee meeting fee | $1,500 per meeting (one fee if committees meet concurrently) | Cash |
| Committee chair fee | $3,500 per chaired meeting | Cash |
| Earnings release/assist meetings | $500 per such meeting | Cash |
| Travel premium | $1,000 per meeting day (non-Oklahoma resident directors) | Cash |
2024 Compensation for Lybarger
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stanley A. Lybarger | $76,007 | $26,435 | $102,442 |
Performance Compensation
| Performance Element | Disclosed for Directors? | Evidence |
|---|---|---|
| Options awards | No options disclosed for directors in 2024 | Director comp comprises cash fees and stock awards under the Directors Stock Compensation Plan |
| Performance-vested equity (PSUs/PSAs) | Not disclosed for directors | Structure indicates fixed stock awards, not performance-vested |
| Pay tied to financial/ESG metrics | Not disclosed for directors | No director performance metric framework stated |
Other Directorships & Interlocks
| Company | Role | Interlock/Business Relationship |
|---|---|---|
| Cypress Energy Partners GP, LLC | Director; Audit Committee Chair | Energy services governance experience; no BOKF-related transaction disclosures specific to Lybarger |
Expertise & Qualifications
- Former CEO of BOKF with three decades of leadership; extensive banking industry knowledge across corporate banking and regional operations .
- Audit leadership experience (Chair of Audit Committee at Cypress Energy Partners GP, LLC) .
- Board credentials emphasize comprehensive banking expertise and prior executive leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Form | % of Class | Notes |
|---|---|---|---|---|
| Stanley A. Lybarger | 37,523 | Indirect via Stanley A. Lybarger Revocable Trust | <1% | As of March 3, 2025 record date |
| Update (Form 4) | +207 acquired at $96.38 on 07/14/2025; post-transaction 37,730 | Indirect via revocable trust | n/a | SEC Form 4 filing (reported 07/16/2025) |
Insider Trades
| Date | Transaction Code | Shares | Price | Post-Transaction Holdings | Ownership Form |
|---|---|---|---|---|---|
| 07/14/2025 | A | 207 | $96.38 | 37,730 | Indirect via revocable trust |
- Pledging/Hedging: The company permits hedging transactions generally and discloses pledging by the majority shareholder (Kaiser), but no pledging is disclosed for Lybarger .
Governance Assessment
- Independence and oversight: Service on an all-independent Audit Committee and the Credit Committee supports board effectiveness in financial reporting and credit risk oversight. Audit Committee met 10 times in 2024 (robust cadence), indicating active oversight .
- Attendance/engagement: Met ≥75% attendance threshold; not among directors noted for absences, supporting engagement .
- Compensation alignment: Director pay mixes cash retainers/meeting fees with annual stock awards; no performance-linked elements disclosed for directors, but equity component provides some alignment; absence of options/PSUs reduces risk of pay-driven conflicts .
- Conflicts/related parties: No related-party transactions disclosed involving Lybarger; broader related-party dealings exist (e.g., leases with Kaiser affiliates; QuikTrip fee sharing) but do not implicate Lybarger specifically—a favorable indicator for conflict risk at the director level .
- Controlled company context: Majority control by Kaiser shapes board processes (e.g., no standing nominating committee, compensation decisions for non-Plan officers by CEO and Chairman), but committees central to risk and reporting (Audit, Risk, Credit) are active, with Audit independence affirmed—investors should weigh the controlled-company structure alongside Lybarger’s independent audit role .
RED FLAGS: None specific to Lybarger identified (no low attendance, no related-party exposure, no pledging). Broader controlled-company dynamics warrant investor monitoring for board independence and nomination/compensation processes .