🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for BancFirst Corporation. Think of it as the official "voter guide" and annual report for shareholders ahead of the company's yearly meeting. Its main job is to lay out what shareholders will vote on and provide all the details they need to make informed decisions—like who's on the board, how much the bosses get paid, and which accounting firm gets hired.

🏢 What The Company Does

In simple terms, BancFirst is a large, Oklahoma-based community bank. It operates through subsidiaries like BancFirst, Pegasus Bank, and Worthington Bank. They focus on traditional banking services for both individuals and businesses within their local markets. Unlike giant national banks, they emphasize local relationships and community involvement.

📅 The Annual Meeting Details

Shareholders will meet on May 28, 2026, at 9:30 a.m. Central Time. You can join in person at the BancFirst Tower in Oklahoma City or virtually via conference call.

Dial-in: 1-408-418-9388
Access Code: 2483 040 2025 👉 Why it matters: This is your chance as a shareholder to have your voice heard on key company decisions.

🗳️ What You're Voting On

There are three main proposals the Board recommends you vote FOR:

Elect 17 Directors: Choose the slate of board members to serve one-year terms.
Ratify the Auditor: Approve Forvis Mazars, LLP as the independent accounting firm for 2026.
Approve Executive Compensation: An advisory (non-binding) vote on the pay for top executives.

Key Dates:

Record Date (March 31, 2026): You must have been a shareholder by this date to vote.
Voting Deadline: You can vote online, by phone, or by mail before the meeting starts.

👥 Meet The Leadership: Directors & Executives

The company is led by a large board and experienced executive team. Here are the key players:

Board Nominees (17 total): The full list includes business leaders, former public officials, and experts in finance, energy, and education. Notable names include:

David E. Rainbolt (70) - Chairman (formerly CEO)
David R. Harlow (63) - Current CEO of BancFirst Corporation
Darryl W. Schmidt (63) - CEO of BancFirst bank
F. Ford Drummond, Joseph Ford, Mautra Staley Jones and others with deep Oklahoma roots.

Executive Officers:

David R. Harlow - President & CEO, BancFirst Corporation
Darryl W. Schmidt - President & CEO, BancFirst
Hannah Andrus - CFO & Treasurer (joined in 2024 from Ernst & Young)
Scott Copeland - Chief Operations Officer
John K. Slay, Jr. - Chief Credit Officer
Jason A. Carroll - Chief Risk Officer

Advisory Directors (non-voting): Greg G. Morse (Worthington Bank) and Harry Smith (Pegasus Bank).

💰 Executive Compensation: How The Bosses Get Paid

The Compensation Committee (made up of independent directors) sets pay to attract talent and align leadership with shareholder interests.

Pay Components:

Base Salary: Competitive annual salary.
Annual Bonus: Performance-based cash incentive tied to company profitability and risk management goals.
Long-Term Awards: Includes Restricted Stock Units (RSUs) and benefits like a Supplemental Executive Retirement Plan (SERP).
Standard Benefits: 401(k), health insurance, etc.

👉 Why it matters: The structure aims to balance guaranteed pay with rewards for long-term performance and risk management. The 2025 "say-on-pay" vote passed with 99% approval, signaling shareholder satisfaction.

Top 2025 Pay (Named Executive Officers):

David R. Harlow (CEO): Total compensation of $1,436,462.
Darryl W. Schmidt (Bank CEO): $1,402,109.
Hannah Andrus (CFO): $446,981.

(The full "Summary Compensation Table" in the filing details all components.)

⚖️ Corporate Governance & Policies

The company outlines its governance framework to ensure ethical operation:

Board Committees: Includes key committees like Audit, Compensation, and Independent Directors. The Board held 12 meetings in 2025.
Key Policies:
- Clawback Policy: Can recover erroneously awarded executive compensation.
- Anti-Hedging Policy: Prohibits executives/directors from betting against the company's stock.
- Insider Trading Policy: Prohibits trading on non-public information.
- Code of Conduct: Applies to all directors, officers, and employees.
Related Party Transactions: The company discloses loans made to directors/officers in the ordinary course of business, all on standard terms. A son of Chairman David Rainbolt works for an insurance subsidiary, earning $595,437 in 2025.

🔮 What's Next & Broader Signals

Continuity: The re-election of the current board and ratification of the auditor signals stability and a continuation of the bank's community-focused, conservative growth strategy.
Succession Planning: The filing highlights a formal management succession plan reviewed annually by the Executive Committee and Board, emphasizing preparedness for leadership transitions.
Focus on Risk: The detailed discussion of risk oversight committees and compensation tied to risk management highlights the bank's priority on safety and soundness, crucial for a financial institution.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Deep Local Roots: Board and management have extensive Oklahoma market knowledge.
Proven Leadership: Long-tenured executives and directors.
Clear Governance: Well-defined committees and policies.
Shareholder Alignment: Pay structure tied to performance and long-term value.

⚠️ Risks:

Market Concentration: Success is closely tied to the Oklahoma economy.
Interest Rate Environment: Like all banks, profitability is affected by rate changes.
Execution Risk: Growth through acquisitions (like recent ones) needs to be integrated smoothly.

🧠 The Analogy

Think of BancFirst like a well-established local farm stand in a specific region. It's not a national supermarket chain. Its board and managers are all local farmers and businesspeople who know the soil and the customers intimately. This proxy statement is the annual meeting where the community owners (shareholders) get together to review the farm's performance, re-elect the experienced farm hands (directors), approve the bookkeeper (auditor), and agree on how to reward the farm manager (executive compensation) for keeping things productive and sustainable for the long haul.

📇 Key Contacts & People

Secretary & Proxy Solicitation Contact:
- Brian Pierson, Secretary
- Address: BancFirst Corporation, 100 N. Broadway Ave., Oklahoma City, Oklahoma 73102
Transfer Agent (for stock records):
- BancFirst Trust and Investment Management
- Phone: (405) 218-4117
- Address: P.O. Box 26883, Oklahoma City, Oklahoma 73126
Independent Auditor: Forvis Mazars, LLP

🧩 Final Takeaway

This document reaffirms BancFirst's status as a stable, community-oriented bank with deep local leadership. Shareholders are being asked to endorse the current team and strategy, with a strong emphasis on risk management and executive accountability. The high "say-on-pay" approval suggests the market is comfortable with how leadership is incentivized.

BANCFIRST CORP /OK/ — DEF 14A Filing