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Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

(13) 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 December 31, 2024 there were 457,175 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

 

Year Ended December 31, 2024

 

 

 

 

 

 

Nonvested at December 31, 2023

 

 

32,075

 

 

$

87.23

 

Granted

 

 

12,250

 

 

 

97.71

 

Forfeited

 

 

(1,500

)

 

 

83.61

 

Nonvested at December 31, 2024

 

 

42,825

 

 

 

90.35

 

 

 

 

 

 

 

 

Year Ended December 31, 2023

 

 

 

 

 

 

Nonvested at December 31, 2022

 

 

 

 

 

 

Granted

 

 

32,075

 

 

$

87.23

 

Nonvested at December 31, 2023

 

 

32,075

 

 

 

87.23

 

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of December 31, 2024, there are 35,647 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 7,031 and 18,136 shares of common stock distributed from the Deferred Stock Compensation Plan during the years ended December 31, 2024 and 2023, respectively.

A summary of the accumulated stock units is as follows:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Accumulated stock units

 

 

120,984

 

 

 

119,575

 

Average price

 

$

44.70

 

 

$

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)

 

Year Ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

1,241,391

 

 

$

53.12

 

 

 

 

 

 

Options exercised

 

 

(276,470

)

 

 

32.60

 

 

 

 

 

 

Options canceled, forfeited, or expired

 

 

(17,000

)

 

 

91.32

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

947,921

 

 

 

58.42

 

 

9.70Yrs

 

$

55,700

 

Exercisable at December 31, 2024

 

 

361,921

 

 

 

42.20

 

 

6.98Yrs

 

$

27,136

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

1,310,290

 

 

$

52.51

 

 

 

 

 

 

Options exercised

 

 

(60,024

)

 

 

34.83

 

 

 

 

 

 

Options canceled, forfeited, or expired

 

 

(8,875

)

 

 

86.42

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

1,241,391

 

 

 

53.12

 

 

9.70Yrs

 

$

54,882

 

Exercisable at December 31, 2023

 

 

524,016

 

 

 

34.53

 

 

6.39Yrs

 

$

32,908

 

 

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

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Total intrinsic value of options exercised

 

$

20,373

 

 

$

3,055

 

 

$

14,837

 

Cash received from options exercised

 

 

9,013

 

 

 

2,090

 

 

 

6,776

 

Tax benefit realized from options exercised

 

 

4,497

 

 

 

734

 

 

 

3,567

 

 

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model and was based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period. The risk-free interest rate was determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield was the expected yield for the expected term. The stock price volatility was estimated from the recent historical volatility of the Company’s stock. The expected term was estimated from the historical option exercise experience. The Company accounts for forfeitures as they occur. No stock options were granted during the year ended December 31,2024 or December 31, 2023.

The Company currently uses newly issued shares for stock option exercises and restricted stock units, 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 years ended December 31, 2024, 2023 and 2022.

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:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Stock-based compensation expense

 

$

3,452

 

 

$

2,999

 

 

$

1,941

 

Tax benefit

 

 

830

 

 

 

721

 

 

 

467

 

Stock-based compensation expense, net of tax

 

$

2,622

 

 

$

2,278

 

 

$

1,474

 

The Company amortizes the unearned stock-based compensation expense over the remaining 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:

 

 

 

December 31, 2024

 

 

 

(Dollars in thousands)

 

Unearned stock-based compensation expense for unvested stock options

 

$

7,462

 

Unearned stock-based compensation expense for unvested RSU's

 

 

3,193