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Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

(6) STOCK-BASED COMPENSATION

On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. At September 30, 2024 there were 458,675 shares available for future grants. The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSU's are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.

The following table is a summary of the activity under the Company's RSU plan.

 

 

 

 

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

 

Restricted

 

 

Grant Date

 

 

 

Stock Units

 

 

Fair Value

 

Nine Months Ended September 30, 2024

 

 

 

 

 

 

Nonvested at December 31, 2023

 

 

32,075

 

 

$

87.23

 

Granted

 

 

10,750

 

 

 

93.85

 

Forfeited

 

 

(1,500

)

 

 

83.61

 

Nonvested at September 30, 2024

 

 

41,325

 

 

 

89.08

 

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of September 30, 2024, there are 37,399 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2030, if not extended. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. There were 5,022 and 18,136 shares of common stock distributed from the Deferred Stock Compensation Plan during the nine months ended September 30, 2024 and 2023, respectively.

A summary of the accumulated stock units under the Deferred Stock Compensation Plan is as follows:

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Accumulated stock units

 

 

121,241

 

 

 

119,575

 

Average price

 

$

43.43

 

 

$

40.03

 

 

The Company terminated the BancFirst Corporation Stock Option Plan (the “Employee Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

The Company terminated the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

Remaining

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

 

 

(Dollars in thousands, except option data)

 

Nine Months Ended September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

1,241,391

 

 

$

53.12

 

 

 

 

 

 

Options exercised

 

 

(184,649

)

 

 

32.83

 

 

 

 

 

 

Options canceled, forfeited or expired

 

 

(14,500

)

 

 

91.45

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

1,042,242

 

 

 

56.18

 

 

9.54 Yrs.

 

$

51,141

 

Exercisable at September 30, 2024

 

 

421,117

 

 

 

38.99

 

 

6.63 Yrs.

 

$

27,901

 

The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(Dollars in thousands)

 

Total intrinsic value of options exercised

 

$

6,846

 

 

$

176

 

 

$

11,931

 

 

$

2,507

 

Cash received from options exercised

 

 

3,639

 

 

 

75

 

 

 

6,061

 

 

 

1,614

 

Tax benefit realized from options exercised

 

 

1,646

 

 

 

43

 

 

 

2,868

 

 

 

603

 

 

The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company. The Company had no cash settlements during the nine months ended September 30, 2024 or 2023.

Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income. The components of stock-based compensation expense for all share-based compensation plans and related tax benefits are as follows:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(Dollars in thousands)

 

Stock-based compensation expense

 

$

945

 

 

$

864

 

 

$

2,580

 

 

$

2,077

 

Tax benefit

 

 

227

 

 

 

208

 

 

 

620

 

 

 

500

 

Stock-based compensation expense, net of tax

 

$

718

 

 

$

656

 

 

$

1,960

 

 

$

1,577

 

 

The Company amortizes the unearned stock-based compensation expense over the remaining weighted average vesting period of approximately five years for unvested stock options and six years for unvested RSU's. The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSU's:

 

 

September 30, 2024

 

 

 

(Dollars in thousands)

 

Unearned stock-based compensation expense for unvested stock options

 

$

8,106

 

Unearned stock-based compensation expense for unvested RSU's

 

 

3,161