UNTIEDUNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

March 24, 202221, 2024

To Our Shareholders:

We hope that you will be able to attend this meeting via live webcast, but all shareholders, whether or not they expect to attend the meeting, are requested to complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.

Sincerely,

George B. Kaiser, Chairman of the

Board of Directors

Stacy C. Kymes, President and

Chief Executive Officer

The annual meeting may be adjourned from time to time and, at any reconvened meeting, action with respect to the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s Bylaws.

General

These proxy materials will be mailed on or about March 24, 202221, 2024 to holders of record of common stock as of the close of business on March 7, 2022.4, 2024.

Voting by Proxy

If you are the “record holder” of your shares (shares owned in your own name and not through a bank or brokerage firm), you may vote by phone, by mail, over the Internet, or in person (via live webcast) at the annual meeting. We encourage you to vote by phone, mail, or on the Internet in advance of the meeting even if you plan to attend the live webcast of the meeting.

If you hold your shares in “street name” (shares held in the name of a bank or broker on a person’s behalf), you must vote by following the instructions on the form that you receive from your broker or nominee. Without your instructions, your broker or nominee is permitted to use its own discretion and vote your shares on certain routine matters (such as Item 2), but is not permitted to use discretion and vote your shares on non-routine matters (such as Items 1 and 3). We urge you to give voting instructions to your broker on all voting items.

As to any other matter that may properly be brought before the annual meeting, your proxy will be voted as the Board of Directors may recommend. If the Board of Directors makes no recommendation, your proxy will be voted as the proxy holder named in your proxy card deems advisable. The Board of Directors does not know of any other matter that is expected to be presented for consideration at the annual meeting.

Any shareholder executing a proxy retains the right to revoke it any time prior to exercise at the annual meeting. A proxy may be revoked by (i) delivery of written notice of revocation to Tamara Wagman,Sloan, Secretary, at 124 East Fourth Street, Tulsa, Oklahoma 74103, (ii) execution and delivery of a later proxy to the address indicated on the proxy card, or (iii) voting the shares electronically at the annual meeting. If not revoked, all shares represented by properly executed proxies will be voted as specified therein.

Voting and Quorum Requirements at the Meeting

Only holders of shares of common stock of the Company at the close of business on March 7, 20224, 2024 (the “record date”) are entitled to notice of and to vote at the annual meeting. On the record date, there were 68,105,38264,626,703 shares of common stock outstanding and entitled to vote.

You will have one vote on each matter before the meeting for each share of common stock of the Company held by you on the record date.

In order to have a meeting it is necessary that a quorum be present. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted as having voted either for or against a proposal.

The affirmative vote of the holders of shares representing a majority of the voting power of the shareholders present or represented at the meeting in which a quorum is present and entitled to vote is required for approval of all matters other than election of directors. Directors are elected by the affirmative vote of the holders of shares representing a majority of the voting power of the shareholders present or represented at the meeting in which a quorum is present and entitled to vote for the election of directors, but if the number of nominees exceeds the number of directors to be elected (i.e. a contested election), the shareholders shall instead elect the directors by plurality vote of the shares present in person or by proxy.

George B. Kaiser currently owns approximately 55.77%58.77% of the outstanding common stock and plans to vote all of his shares.

Solicitation of Proxies

BOK Financial is soliciting proxies under this Proxy Statement for the annual meeting and is paying for all costs incurred in soliciting proxies under this Proxy Statement for the annual meeting.Statement. In addition to solicitation by mail, we may use our directors, officers and regular employees to solicit proxies by telephone or otherwise. These personnel will not be specifically compensated for these services. We will pay persons holding shares of common stock for the benefit of others, such as nominees, brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to the beneficial owner.

Annual Report

Our Annual Report to Shareholders, covering the fiscal year ended December 31, 2021,2023, including audited financial statements, is enclosed. No parts of the Annual Report are incorporated in this Proxy Statement or are deemed to be a part of the material for the solicitation of proxies.

Security Ownership of Certain Beneficial Owners and Management

As of March 7, 2022,4, 2024, there were 68,105,38264,626,703 shares of common stock issued and outstanding. The following table sets forth, as of March 7, 2022,4, 2024 (except as otherwise noted in the notes to table), the beneficial ownership of common stock of BOK Financial Corporation by those persons who were, at December 31, 2021,2023, (i) the Chief Executive Officer (Steven G. Bradshaw)(Stacy Kymes), (ii) the Chief Financial Officer (Steven(Martin E. Nell)Grunst), and (iii) the three other most highly compensated executive officers of the Company who were serving as executive officers at the end of 20212023 (the “named executives”); each director and nominee; and, as a group, all such persons and other executive officers not named in the table.

Nominees and Vote Required to Elect Nominees

A board of twenty-two (22)seventeen (17) directors is to be elected at the annual meeting. The nominees for director who receive a majority of shares voting “FOR” their election shall be elected as directors. You may vote the number of shares of common stock you own for up to twenty-two (22)seventeen (17) persons. Unless you otherwise instruct by marking your proxy card, the proxy holders will vote the proxies received by them FOR the election of each of the twenty-two (22)seventeen (17) nominees named below, unless you hold your shares in street name, in which case your broker is not permitted to use its discretion and those votes will constitute broker non-votes.

Term of Office

The term of office of each person elected as a director will continue until the next annual meeting of shareholders or until his or her successor has been elected and qualified.

Family Relationships

There are no family relationships by blood, marriage or adoption between any director or executive officer of the company and any other director or executive officer of the company.

Information about Nominees

Certain information concerning the nominees to the Board of Directors of the Company is set forth below based on information supplied by the nominees. All information is as of March 7, 2022.4, 2024. All references in this Proxy Statement to “BOKF” shall mean BOKF, National Association, the banking subsidiary of BOK Financial Corporation, which operates banking divisions across eight states: Bank of Albuquerque, Bank of Oklahoma, Bank of Texas ("BOT") and BOK Financial in Arizona, Arkansas, Colorado, Kansas and Missouri. BOK Financial Securities, Inc., a registered broker/dealer and registered investment adviser, is a wholly-owned subsidiary of BOK Financial Corporation. No other corporation or organization listed below is a parent, subsidiary, or other affiliate of BOK Financial Corporation unless otherwise indicated.

BOARD OF DIRECTORS NOMINEES

At least annually, the Audit Committee reviews the Company's independent public accounting firm to decide whether to retain such firm on behalf of the Company. Ernst & Young LLP ("EY") has served as the Company’s independent auditor since the Company'Company's inception on October 24, 1990. The Audit Committee has selected EY as our independent auditor for the fiscal year ending December 31, 2022.2024.

When conducting its latest review of EY, the Audit Committee considered, among other factors:

While we are not required to do so, the Company is submitting the selection of EY to serve as our independent auditor for the fiscal year ending December 31, 20222024 for ratification, in order to ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of EY are expected to participate in the annual meeting, will be available to answer shareholder questions and will have the opportunity to make a statement if they desire to do so.

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which added section 14A to the Securities Exchange Act, shareholders may vote to approve, not less frequently than once every three years, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. This is commonly known as a “say on pay” vote. This allows our shareholders the opportunity to communicate annually to the Board of Directors their views on the compensation of our named executive officers through the following resolution:

We are asking you to vote for the above resolution approving the compensation of our named executive officers. This vote is advisory in nature and non-binding; however, the Board of Directors will consider the shareholder vote when making future decisions regarding executive compensation. Our “say on pay” vote is included in our Proxy Statement every year, and the vote on the frequency of the “say on pay” proposal is held every six years.

The affirmative vote of the holders of a majority of the shares of common stock, present in person or by proxy, voted at the meeting, is required for the advisory approval of this resolution.

Director Compensation

Attendance of Meetings

Director Nominations

While the Board of Directors does not have a standing nomination committee, director candidates identified by management and members of the Board of Directors are discussed regularly at Board of Directors meetings. The Board has adopted a written policy on qualifications of directors, which states that directors will have all of the following characteristics: (a) impeccable integrity, (b) strong sense of professionalism, and (c) capability of serving the interests of shareholders, along with several of the following characteristics: (i) prominence in the community, (ii) ability to represent the views of under-represented constituencies in the Company’s market areas, (iii) financial analytical skill and expertise, and (iv) vision for social trends.

While the policy on director qualifications does not formally require diversity on the Board, the director qualifications policy states that the Board should encompass a diverse range of skill and expertise sufficient to provide prudent guidance to the Company, and have the right mix of characteristics and talents for the optimal functioning of the Board in its oversight of the Company. In considering a particular nominee, the Board will consider, in addition to the qualifications and characteristics described above, whether the potential director assists in achieving a mix of Board members that represents a diversity of background, perspective, and experience, including with respect to age, gender, race, place of residence, and specialized expertise. The Company's Diversity and Inclusion Policy states that the Company is committed to promoting an environment that is inclusive of the diverse values, opinions, experiences, cultures and needs of its employees, clients, suppliers, and communities.

The Board of Directors will consider director candidates recommended by shareholders if provided with the following: (i) evidence in accordance with Rule 14a-8 of compliance with shareholder eligibility requirements, (ii) the written consent of the candidate(s) for nomination as a director and verification as to the accuracy of the biographical and other information submitted in support of the candidate, (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director, and (iv) all information regarding the candidate(s) and the submitting shareholder that would be required to be disclosed in a proxy statement filed with the SECSecurities and Exchange Commission (the "SEC") if the candidate(s) were nominated for election to the Board of Directors. Any recommendations received from shareholders will be evaluated in the same manner that potential nominees suggested by Board members, management or other parties are evaluated. The Board of Directors encourages shareholder director candidate recommendations.

Any shareholder that wishes to present a director candidate for consideration should submit the information identified above pursuant to the procedures set forth on page 2425 under “Communication with the Board of Directors”.

Director Independence

The Board of Directors has determined that BOK Financial is a “controlled company,” as defined in Rule 5615(c)(1) of the NASDAQ listing standards, based on Mr. Kaiser's beneficial ownership of approximately 55.77%58.77% of the outstanding common stock. Accordingly, BOK Financial is exempt from certain requirements of the NASDAQ listing standards, including the requirement to maintain a majority of independent directors on the Company's Board of Directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors. Nevertheless, the Company maintains a substantial majority of independent directors and nominates new board members through board consensus.

The Audit Committee is comprised solely of independent board members. Further discussion regarding determination of independence may be found in the section entitled “Audit Committee”.Committee.” The Board does not have a nominating committee, but all directors participate in nomination of directors.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of the following members: Joseph W. Craft III (Chairman), Chester E. Cadieux, III, David F. Griffin, George B. Kaiser, Steven J. Malcolm, E.C.Emmet C. Richards and Claudia S. San Pedro. No voting member of the Compensation Committee is an officer of the Company or has served as an officer of the Company, including its affiliates, at any time. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of the Company’s Board of Directors. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee. None of our executive officers serve as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

Board Role in Oversight of Risk

The Board has an active role, as a whole and also at the committee level (as disclosed in the descriptions of the committees in this Proxy Statement), in overseeing management of the Company’s risks. The full Board maintains responsibility for general oversight of strategic risks, and regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s compensation policies and programs. The Risk Committee manages enterprise-wide risk management programs including capital planning, liquidity, interest rate, and operations risk (including cybersecurity and data privacy) as well as compliance with legal and regulatory requirements. The Audit Committee manages risks associated with accounting and financial reporting and internal controls and maintains oversight of Environmental, Social and Governance reporting. The Credit Committee manages risks associated with the Company’s credit portfolio and credit-related policies. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors oversees overall strategic and reputational risks, and is regularly informed through committee reports and reports directly from officers responsible for oversight of various risks within the Company. Throughout the COVID-19 pandemic, the Board of Directors has reviewed, overseen and continues to monitor the identification of COVID-19 risks and mitigation strategies related to the Company's return-to-work procedures, business strategy, business continuity, and the impact on the Company's financial planning.

Committees of the Board of Directors

The Risk Committee, Audit Committee, Compensation Committee, Credit Committee and their respective areas of responsibility are described below. Each of the committees regularly report to the full Board of Directors on matters relating to the specific areas of risk that each committee oversees.

The Risk Committee assists the Board in its oversight of the Company’s risk management strategies, policies, and practices that identify, assess, monitor and manage the Company’s risks. The Risk Committee held four meetings in fiscal year 2021.2023.

All of the Audit Committee members are “independent” as defined in Rule 5605(a)(2) of the NASDAQ listing standards. Director independence is determined through the procedures described under “Related Party Transaction Review and Approval Policy”.Policy.” The Report of the Audit Committee is on page 2526 of this Proxy Statement. The Audit Committee held thirteenten meetings in fiscal year 2021.2023. The Audit Committee has a charter which is available on the Company’s website at www.bokf.com.

The Compensation Committee administers a performance-based compensation plan for the Chief Executive Officer, direct reports of the Chief Executive Officer and other designated senior executives. The Compensation Committee has a charter which is available on the Company’s website at www.bokf.com.

The Compensation Committee does not delegate its authority. Compensation for all other officers is, in practice, determined by the Chief Executive Officer and Mr. Kaiser, the Chairman of the Board. The Compensation Committee Report on Executive Compensation and the Compensation Discussion and Analysis may be found on pages 4345 and 3234, respectively. The Compensation Committee held three meetings in fiscal year 2021.2023.

The Credit Committee oversees the credit and lending strategies and objectives of BOKF, including overseeing credit risk management and the quality and performance of BOKF's credit portfolio. The Credit Committee met eight times during fiscal year 2021.2023.

Executive Session Meetings

The Board of Directors has adopted a policy of regularly scheduled executive sessions where directors meet separately from management. The directors plan to meet in executive session after all regularly scheduled Board of Directors meetings. The directors held four executive sessions during fiscal year 2021.2023. The presiding director at the executive sessions is Mr. Kaiser. Shareholders of the Company may communicate their concerns to the non-management directors in accordance with the procedures described below under “Communication with the Board of Directors.”

Communication with the Board of Directors

The Board of Directors of BOK Financial believes that it is important for shareholders to have a process to send communications to the Board. Accordingly, shareholders who wish to communicate with the Board of Directors, or a particular director, may do so by sending a letter to the Chief Financial Officer of BOK Financial at P.O. Box 2300, Tulsa, Oklahoma 74192. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” Such letters should identify the author as a shareholder and state whether the intended recipients are all members of the Board of Directors or certain specified individual directors. The Chief Financial Officer and the General Counsel will independently review the content of the letters. Communications which are constructive suggestions for the conduct of the business or policies of the Company will be promptly delivered to the identified director or directors. Communications which are complaints about specific incidents involving banking or brokerage service will be directed to the appropriate business unit for review. Director nominations will be reviewed for compliance with the requirements identified in the section of this proxy entitled “Director Nominations,” and if meeting such requirements, promptly forwarded to the director(s) identified in the communication.

In 2021,2023, the Audit Committee (the “Committee”) oversaw the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee discussed and reviewed the audited consolidated financial statements included in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting policies, reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee also reviewed and discussed with management and Ernst & Young LLP the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the firm’s audit of internal control over financial reporting. The Committee meets at least quarterly with the Company's internal auditors and Ernst & Young LLP, with and without management present, regarding the overall scope and plans for their respective audits and the results of those audits, including their evaluations of internal control over financial reporting and the overall quality of the Company’s financial reporting.

The Committee is a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, and the Audit Committee is governed by a charter which is available for review at www.bokf.com. Each of the members of the Committee qualifies as an “independent” Director under the current NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Board of Directors has "at least one audit committee financial expert” serving on the Audit Committee. E. Carey Joullian IV is the “audit committee financial expert”, and Mr. Joullian IV is independent.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2021,2023, filed with the Securities and Exchange Commission.

The Committee and the Board have also recommended, subject to shareholder approval, the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.

AUDIT COMMITTEE

E. Carey Joullian IV, Audit Committee Chairman        Stanley A. Lybarger

John W. Coffey                        Peggy I. Simmons

Douglas D. Hawthorne

The Board and the Audit Committee have selected Ernst & Young LLP (“EY”), subject to shareholder approval, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. EY has acted as the Company’s independent registered public accounting firm since October 24, 1990.

The Audit Committee has a policy on auditor independence requiring the approval by the Committee of all professional services rendered by the Company'sBOK Financial's independent auditor prior to the commencement of the specified services. 100% of the services described in ”Audit Fees”,Fees,” “Audit-Related Fees”,Fees,” “Tax Fees” and “All Other Fees” were approved by the Audit Committee in accordance with the Company’sBOK Financial’s policy on auditor independence and approval of fees.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board are not held by the same person. Mr. Kymes, the President and Chief Executive Officer, brings Company-specific experience and expertise to the role, while Mr. Kaiser, the Chairman of the Board, brings experience, oversight, and expertise from outside the Company and industry. Mr. Kaiser is also the majority shareholder of BOK Financial Corporation, giving him additional incentive to ensure the success of the Company. Keeping the positions of Chief Executive Officer and Chairman separate allows the Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Board believes that having separate Chief Executive Officer and Chairman positions and having an outside director serve as Chairman is the appropriate leadership structure for the Company at this time, given the characteristics and circumstances of the Company, and demonstrates our commitment to good corporate governance. It provides the appropriate balance between strategy development and independent oversight of management. In the event the Chairman is unable to serve, the director serving as Vice Chairman would assume the role of Chairman. The Vice Chairman is also a person separate from the Chief Executive Officer.

We recognize the value that diverse directors, coming from many different backgrounds, brings to our Board and our business. Below is a table summarizing the gender and demographic backgrounds of our Board members.

Executive Officers

Certain information concerning the executive officers of the Company and its subsidiaries is set forth below:

The BOK Financial executive compensation program is designed to attract and retain executives whose judgment, leadership abilities, and special efforts result in successful operations for the Company and an increase in shareholder value. Various components of the program work together to:

The BOK Financial executive compensation program includes:

The Compensation Committee (the "Committee") has responsibility for establishing, implementing, and approving the Company’s general compensation philosophy with regard to the senior executive officers who participate in the Company’s Executive Incentive Plan (referred to as the “Executive Incentive Plan” or the “Plan”). The Committee receives guidance from the Chief Executive Officer (the “CEO”), who assists in evaluating employee performance, recommending business performance targets and objectives, and suggesting salary levels and awards for executives (other than himself).

Throughout this proxy statement, the Company's CEO, Chief Financial Officer (the "CFO"), and the three most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of the last completed fiscal year are referred to as the “named executives” or the “named executive officers”.officers." In 2023, the Company was served by two Chief Financial Officers, as Steven Nell retired, and Martin Grunst was named his successor. As a result, The Company has six named executives for 2023.

20212023 Executive Compensation Summary

During 2021,2023, the Executive Compensation Committee planned for the retirement of CEO Steve Bradshaw, who had assumed the CEO position in 2014 after having served in numerous roles since joining BOK Financial in 1991. Stacy Kymes, who was serving as Executive Vice President – Corporate Banking, was promoted to Chief Operating Officer, a new position for the organization, at the beginning of 2021. Upon the announcement of Mr. Bradshaw’s retirement, Mr. Kymes was appointedseveral executive role changes according to the CEO position effective January 1, 2022. With Mr. Kymes’ promotionCompany's established succession plan. Due to CEO, otherretirement and internal executive leadershiprole changes, the Committee approved compensation for three executives who moved into their roles in corporate and regional banking were transitioned.2023. The Executive Committee focused on approving consistent yet competitive compensation for all executives assuming new positions, including Mr. Kymes.positions.

No material changes were made to the methodologies, criteria and formulas previously established to compensate executive managementofficers as theythe methodologies, criteria, and formulas remained viable and effective. However, responding to the effects of the pandemic in 2020, the Committee did determine that 100% of the strategic objectives for all named executives had been achieved in 2020 due to executive management’s successful handling of operational and employee matters during the pandemic, and such objectives differing from the original strategic objectives outlined for each executive at the beginning of 2020. Strategic objective attainment accounts for 20% of executive payout for annual incentive bonus as more fully describe on page 38. While the Committee foresees

The Company continued its focus on diversity and inclusion in 2021.2023. The Company has a Diversity & Inclusion Council led by the CEO and includes other members of the executive leadership team. The Company joined the "CEO Action for Diversity and Inclusion" pledge.pledge in 2020 and remains a signee. This pledge outlines the

Company's commitment to cultivating a trusting environment where all ideas are welcomed, and employees feel comfortable and empowered to have discussions about diversity, equity and inclusion. For more discussion on diversity and inclusion and human capital measurements and programs see the "Environmental, Social and Governance Practices" section of this Proxy beginning on page 3 of the Company's Annual Report on Form 10-K.61.

In 2021,2023, the Committee considered the results of the advisory vote by shareholders on the “say-on-pay” proposal presented to shareholders at the May 4, 20212, 2023 annual meeting. At the 20212023 Annual Meeting, there was significant support by shareholders for the compensation program offered to the Company’s named executive officers. Accordingly, the Committee made no direct changes to the Company’s executive compensation program as a result of the say-on-pay vote. The Company’s executive compensation program continued to focus on pay for performance, aligning executives' interests with those of the Company’s shareholders, achieving a balance between annual and long-term incentives and monitoring incentive plans, and the creation of incentives, so as not to create an excessive amount of risk.

In 2010, the Office of the Comptroller of the Currency, the Federal Reserve Board of Governors and other regulatory agencies issued Interagency Guidance on Sound Incentive Compensation Policies (the “Compensation Guidance”). In response, Company management formed a review committee consisting of senior and executive leaders from human resources, audit, risk management, accounting, finance, legal, compliance and the various business lines (the “Incentive Risk Review Committee”). The Incentive Risk Review Committee undertook review of all the compensation plans of the Company in accordance with the Compensation Guidance. The Compensation Guidance required the Company to assess the balance of risk and reward in all compensation plans, the effectiveness of controls and risk management and the effectiveness of corporate governance, including Board of Director oversight. The Incentive Risk Review Committee reported to the Committee that the Company plans had a satisfactory balance of risk and reward and that controls, risk management and corporate governance were adequate. The Incentive Risk Review Committee reviews all new plans and any material changes to existing plans in accordance with the Compensation Guidance to continually assess the balance of risk and reward in the Company’s compensation plans. The Incentive Risk Review Committee reports the results of this review to the Committee on an annual basis.

The stock ownership guidelines for executive management were reviewed and revised by the Committee in December 2014 from a fixed-share guideline toutilize a multiple of base salary guideline.measurement. The purpose of the ownership guidelines is to encourage executive investment in the enterprise and to align the interest of executive management with those of long-term Company shareholders. Under the revised guidelines, each named executive is encouraged to retain ownership of shares equaling the following amount of histhe executive’s base salary:

Executives are encouraged to meet their ownership guidelines within five years of becoming an executive officer or assuming a new role with greater ownership guidelines. Stacy C. Kymes, as our new CEO as of January 1, 2022, will beis encouraged to retain ownership of Company shares equal to at least six times his base salary.salary by January 1, 2027. Martin E. Grunst, as our new CFO as of March 1, 2023, is encouraged to retain ownership of

    

George B. Kaiser, the largest shareholder of the Company and Chairman of the Company's Board, and Stacy C. Kymes, our President and CEO, as of January 1, 2022, emphasize a long-term approach to management, reducing pressure on executives to realize short-term gains to the detriment of overall long-term success. Our immediately prior President and CEO, Steven G. Bradshaw, who retired at the end of 2021, also concurred in the emphasis on a long-term approach to management.

    

Under the Plan, in the event incorrect financial information or results were used as a basis for calculation of incentive compensation under the Plan, our Board of Directors may direct remedial action including the forfeiture of unpaid incentive compensation and/or the restitution of paid incentive compensation. Our Board of Directors may require forfeiture or restitution from any executive who is accountable for the incorrect financial information or results, as well as any executive who erroneously benefits from the incorrect financial information or results. In addition to the consequences under the Plan for improper compensation due to incorrect financial information or results, the Company has a Clawback Policy to recover improperly paid incentive-based compensation based on incorrect financial information or results, including incorrect financial information or results in previous periods. The Company’s Clawback Policy is attached as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC.

By basing the Executive Incentive Plan on peer bank comparison, the Company avoids penalizing executives for general industry and economic downturns and encourages executives to produce the best possible results in good and bad economic times. All the named executives receive a percentage of their annual incentive compensation based on the per share earnings growth (“EPS Growth”) of the Company compared to peer banks’ EPS Growth. In 2021, Bradshaw2023, Kymes was eligible to receive 80% of his annual incentive based on EPS Growth, NellGrunst - 60%, BagwellGrauer - 40%, KymesMaun - 40% and GrauerVincent - 40%, as more fully described under “Annual Incentive Bonus” on page 37.39. A portion of long-term incentive ("LTI") target compensation, as more fully described under “Long Term Incentive Compensation” on page 39,41, is based on comparison to the peer bank median and is paid in restricted stock and restricted stock units (hypothetical Company common stock units), a majority of which, by the terms of the Plan, are performance based. In 2021, Bradshaw's2023, Kymes' LTI was 100% performance-based, while the other NEOsNamed Executive Officers' ("NEOs") LTI was 70% performance based and 30% service-based. The Committee’s goal has always been to provide competitive remuneration to executives to enable the Company to hire and retain top talent. The Committee has reviewed previous years’ earnings per share performance relative to the peer banks and compensation paid to named executives relative to compensation paid to persons in similar positions at the peer banks.

The following is an explanation of the primary data, metrics and criteria used by the Committee to determine compensation as more fully described in "Components of Compensation" below:

Peer groups used to establish trailing average earnings per share growth isare found in our previous proxy statement filings.

The “Annual Incentive Bonus” is determined as follows: