Steven J. Malcolm

About Steven J. Malcolm

Steven J. Malcolm (age 76) is a long‑tenured, non‑officer director of BOK Financial, serving since 2002. He is the retired Chairman, President and CEO of The Williams Companies, Inc. and Williams Partners L.P., with deep executive experience in midstream energy and public company governance; he also became a director of ONEOK, Inc. and ONEOK Partners in December 2011 . BOKF’s 2025 proxy lists him among current nominees and details his background and board‑relevant qualifications .

Past Roles

External Roles

Board Governance

• Committee assignments: Risk Committee member (Risk met 4x in FY2024) ; Compensation Committee member (Compensation met 3x in FY2024) .
• Committee chairs: None (Risk chaired by Coffey; Compensation chaired by Craft) .
• Attendance: Board met 4x in 2024; all directors who served the full year—other than Armstrong, Cadieux, and Simmons—attended at least 75% of Board and committee meetings, implying Malcolm met the ≥75% threshold .
• Independence and structure: BOKF is a NASDAQ “controlled company” due to George B. Kaiser’s 59.08% ownership, exempting certain independence requirements; Audit Committee is solely independent; Compensation Committee includes Mr. Kaiser alongside non‑officer directors .
• Executive sessions: The Board held 4 executive sessions in 2024; presiding director is Mr. Kaiser .

Fixed Compensation

Director compensation framework (non‑officer directors):

• Annual retainer: $20,000 in shares and $20,000 in cash .
• Meeting fees: $7,500 per Board meeting; $1,500 per committee meeting (one fee if multiple committees meet concurrently); $3,500 per committee meeting chaired; $500 for quarterly earnings release meetings/assists; +$1,000 per meeting day for non‑Oklahoma resident in‑person attendance .
• 2024 stock award issuance prices: Q1 (for 4Q23 service) $85.89; CY2024 $89.26 .

Steven J. Malcolm – 2024 Director Pay Mix

Performance Compensation

• For directors, compensation is primarily fixed cash and fixed equity retainer plus meeting fees; no director‑specific performance metrics (e.g., TSR‑linked PSU) are disclosed for non‑officer directors. Director share grants follow the Directors’ Stock Compensation Plan pricing mechanics noted above .

Other Directorships & Interlocks

Related party transactions disclosed in 2024 involved QuikTrip (director Cadieux) and Griffin Communications (director Griffin), and facility leases with Mr. Kaiser/affiliates; no transactions involving Mr. Malcolm were disclosed .

Expertise & Qualifications

• Sector expertise: Energy/midstream operating and executive leadership .
• Public company governance: Former CEO/Chair; director roles at large public energy companies .
• Risk oversight: Member of BOKF’s Risk Committee (enterprise risk, capital/liquidity, cybersecurity) .
• Compensation oversight: Member of Compensation Committee (CEO/NEO pay, plan risk review) .

Equity Ownership

• Pledging: No pledging disclosed for Malcolm; pledging noted for Mr. Kaiser (18,073,394 shares as of Jan 31, 2025) .
• Hedging: Company permits hedging transactions generally; policy governs timing and insider trading compliance .
• Director ownership guidelines: Not disclosed for directors; executive stock ownership guidelines are disclosed separately and do not apply to directors .

Governance Assessment

• Positives

  • Long tenure with significant public company CEO/Chair experience and energy risk expertise relevant to BOKF’s sector exposures; serves on Risk Committee and Compensation Committee, indicating engagement in core governance areas .
  • Attendance: Met the ≥75% threshold for 2024 Board and committee meetings (not among exceptions) .
  • Director compensation balanced cash/equity; equity retainer aligns interests modestly; transparent fee schedule and grant pricing .

• Potential Risks/Red Flags

  • Controlled company status and majority owner (Mr. Kaiser) serving on the Compensation Committee may reduce perceived independence of pay decisions; although all voting members are non‑officers, investor scrutiny of comp governance may be higher in controlled structures .
  • Company permits hedging of company stock by insiders, which can weaken alignment signals versus investors’ preference for anti‑hedging policies; no Malcolm‑specific hedging disclosed, but policy posture is permissive .
  • No explicit director ownership guidelines disclosed; Malcolm’s beneficial stake is small relative to total shares (<1%), limiting “skin‑in‑the‑game” optics .

• Conflicts/Related Party Exposure

  • No related‑party transactions involving Malcolm are disclosed in the 2025 proxy; notable related‑party items involve other directors (QuikTrip fee sharing, Griffin derivatives; facility leases with Mr. Kaiser/affiliates) .

• Engagement Signals

  • Service on Risk and Compensation Committees suggests active involvement in enterprise risk oversight and incentive design; Risk Committee and Compensation Committee met 4x and 3x respectively in 2024, indicating ongoing engagement cadence .

Overall, Malcolm’s background adds risk and compensation oversight expertise; governance risk primarily stems from controlled company structure and permissive hedging policy rather than director‑specific conflicts, with attendance and committee service supporting board effectiveness .