BancFirst (BANF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with both in-person and virtual attendance options.

• Shareholders will vote on electing 17 directors, ratifying the external auditor, and approving executive compensation.

• Record date for voting eligibility is March 31, 2025; each share has one vote, with no cumulative voting.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect 17 directors for a one-year term; nominees have diverse backgrounds and skills.

• Proposal 2: Ratify Forvis Mazars, LLP as independent auditor for 2025; audit fees for 2024 were $888,100.

• Proposal 3: Advisory vote on executive compensation; 99% approval in 2024, with annual say-on-pay votes.

• Shareholders may submit proposals for the 2026 meeting by December 13, 2025.

Board of directors and corporate governance

• Board consists of 18 members, with 17 nominated for re-election; 47% of nominees are diverse by gender, race, or ethnicity.

• Majority of directors are independent per NASDAQ standards; regular board refreshment and assessment processes in place.

• Board committees include Executive, Audit, Compensation, Independent Directors', Board Issues, Information Security, and Sustainability.

• Board assessment conducted every three years; latest completed in early 2025.