Steven Bangert

About Steven Bangert

Steven Bangert (age 68) has served as a Director of BOK Financial since 2018. He was Chairman and Chief Executive Officer of CoBiz Financial, Inc. from September 1994 until its acquisition by BOK Financial in September 2018, and currently serves as a Director of FWB Financial Inc. and its subsidiary, First Women’s Bank of Chicago. His credentials emphasize deep financial services industry experience, extensive M&A execution, and broad board experience across for‑profit and non‑profit organizations.

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Credit Committee; the committee met eight times in fiscal 2024 and oversees credit portfolio quality, extension of credit above board thresholds, credit policies, and related‑party credit transactions. Bangert is not listed as chair.
• Attendance: The Board met four times in 2024; all directors serving the full year—except Messrs. Armstrong, Cadieux, and Simmons—attended at least 75% of Board and committee meetings, implying Bangert met the 75% threshold. Fourteen of seventeen directors attended the 2024 Annual Meeting; the Board plans to meet at least four times in 2025.
• Independence context: BOK Financial is a NASDAQ “controlled company” (George B. Kaiser beneficially owns ~59.08%), exempt from certain NASDAQ requirements (e.g., majority independent board, independent compensation/nomination processes). The Audit Committee is solely independent; the Board lacks a standing nominating committee, relying on full‑board consensus.

Fixed Compensation

• Standard director pay structure: $20,000 cash retainer; $20,000 in shares; $7,500 per Board meeting; $1,500 per committee meeting (single fee if multiple committees meet concurrently); $3,500 per committee meeting chaired; $500 for quarterly earnings release/assist meetings; Non‑Oklahoma resident directors receive an additional $1,000 per in‑person meeting day.
• 2024 director stock award issuance prices: Q1 grant for Q4’23 service at $85.89; calendar 2024 grant at $89.26.

Performance Compensation

Other Directorships & Interlocks

• Compensation Committee interlocks: Bangert is not listed as a member; current members are Craft (Chair), Cadieux, Griffin, Kaiser, Malcolm, Richards, San Pedro. No voting member is an officer of the Company.

Expertise & Qualifications

• Financial services industry experience across multiple banking institutions and holding companies; prior CEO/Chairman responsibilities.
• M&A expertise, including leading CoBiz Financial through sale to BOK Financial.
• Extensive board experience in for‑profit and non‑profit contexts, with executive committee exposure.

Equity Ownership

• Shares outstanding: 64,271,736 as of March 3, 2025 (context for percent of class).
• Equity plan context: 387,489 shares may be awarded under the Directors Stock Compensation Plan; total securities available for future issuance across plans: 3,148,332.

Governance Assessment

• Strengths:

  • Deep commercial banking and CEO experience enhances board oversight of lending strategy and credit risk; active Credit Committee membership with eight meetings in 2024 signals engagement in a key risk vector for a bank.
  • Attendance at least 75% of Board and committee meetings; presence at a Board operating under regular executive sessions (four in 2024) supports oversight quality.
  • Ownership alignment via 58,445 shares (albeit <1%), supplemented by annual equity retainer under the Directors Plan.

• Risks / Red Flags to monitor:

  • Controlled company status (majority ownership by Kaiser) reduces formal independence requirements and may concentrate influence over compensation and nominations; the Board does not maintain a standing nominating committee.
  • Related‑party credit transactions are overseen within the Credit Committee’s remit; continued vigilance is required, though no Bangert‑specific related‑party transactions are disclosed in the proxy.
  • Director compensation is largely fixed cash/equity without performance conditions; while typical for bank boards, it provides limited pay‑for‑performance signaling at the director level.

• Net view: Bangert’s long‑tenured bank leadership and M&A background are additive for credit risk and strategic oversight; attendance and committee engagement are adequate. The controlled company structure and absence of a nominating committee are structural governance considerations for investor confidence; no specific conflicts, pledging, or related‑party exposures are disclosed for Bangert in the proxy.