bokf-20230323

UNITED 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


X						Filed by Registrant

						Filed by a Party other than the Registrant

Check the appropriate box:


						Preliminary Proxy Statement

						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

X						Definitive Proxy Statement

						Definitive Additional Materials

						Soliciting Material Pursuant to Section 240.14a-12


BOK FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


X						No fee required.

						Fee computed on table below per Exchange Act Rules 14-a-6(i)(1) and 0-11.
						1) Title of each class of securities to which transaction applies:
						2) Aggregate number of securities to which transaction applies:
						3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
						4) Proposed maximum aggregate value of transaction:
						5) Total fee paid:

						Fee paid previously with preliminary materials.

						Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

						1) Amount Previously Paid:
						2) Form, Schedule or Registration Statement No.:
						3) Filing Party:
						4) Date Filed:

March 23, 2023

To Our Shareholders:

The Annual Meeting of Shareholders of BOK Financial Corporation will be held this year on Tuesday, May 2, 2023, at 2:30 p.m. Central Time as a virtual meeting of shareholders. You will be able to participate in the meeting, vote, and submit questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/BOKF2023 and entering your secure control number, which can be found on the enclosed proxy card. Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Also enclosed is our Annual Report to Shareholders, covering the fiscal year ended December 31, 2022.

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

BOK Financial Corporation | 1

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			4

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS			5
General			5
Voting by Proxy			5
Voting and Quorum Requirements at the Meeting			5
Solicitation of Proxies			6
Annual Report			6
Principal Executive Offices of the Company			6
Principal Shareholders of the Company			6
Security Ownership of Certain Beneficial Owners and Management			7

PROPOSAL ONE - ELECTION OF DIRECTORS			9
Nominees and Vote Required to Elect Nominees			9
Term of Office			9
Family Relationships			9
Information about Nominees			9

PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITOR			15

PROPOSAL THREE - ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			16

PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			17

CORPORATE GOVERNANCE			18
Director Compensation			18
Attendance of Meetings			19
Director Nominations			19
Director Independence			20
Compensation Committee Interlocks and Insider Participation			20
Board Role in Oversight of Risk			20
Committees of the Board of Directors			21
Executive Session Meetings			24
Communication with the Board of Directors			24
Report of the Audit Committee			25
Principal Accountant Fees and Services			26
Board Leadership Structure			26
Board Diversity Matrix			27

BOK Financial Corporation | 2


Executive Officers			28

EQUITY COMPENSATION PLAN INFORMATION			32

COMPENSATION DISCUSSION AND ANALYSIS			33
Executive Compensation Program Overview			33
2022 Executive Compensation Summary			33
Promoting Long-Term Growth and Discouraging Excessive Risk Taking			34
Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance			35
Factors Used for Establishing Executive Compensation			36
Components of Executive Compensation			37
Compensation Philosophy and Objectives			42
Change of Control and Termination Benefits			43
Equity Grant Policy			43
Tax and Accounting Considerations			43
Committee Report			44

EXECUTIVE COMPENSATION TABLES			45
Summary Compensation Table			45
2022 Pay Ratio Disclosure			46
Option Exercises and Stock Vested			46
Grants of Plan-Based Awards			47
Outstanding Equity Awards at Fiscal Year-End			48
Pension Benefits			49
Nonqualified Deferred Compensation			49
Potential Payments Upon Termination			50

PAY VERSUS PERFORMANCE (PVP)			53

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES			58

RELATED PARTY TRANSACTION REVIEW AND APPROVAL POLICY			62

CERTAIN TRANSACTIONS			62

DELINQUENT SECTION 16(a) REPORTS			63

PROPOSALS OF SHAREHOLDERS FOR 2024 ANNUAL MEETING			63

ELIMINATION OF DUPLICATE PROXIES			64

OTHER MATTERS			64

BOK Financial Corporation | 3

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on May 2, 2023

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of BOK Financial Corporation (the “Company”), an Oklahoma corporation, will be held via live webcast at www.virtualshareholdermeeting.com/BOKF2023 on May 2, 2023, at 2:30 p.m. Central Time, for the following purposes:

1.To fix the number of directors to be elected at nineteen (19) and to elect nineteen (19) persons as directors for a term of one year or until their successors have been elected and qualified;

2.To ratify the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023;

3.To consider an advisory vote to approve the compensation of the named executive officers;

4.To consider an advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers; and

5.To transact such other business as may properly be brought before the annual meeting or any adjournment or adjournments thereof.

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.

The Board recommends that shareholders vote FOR (i) the director nominees named in the accompanying Proxy Statement, (ii) the ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023, (iii) the approval of the named executive officers’ compensation, and (iv) the approval of holding the advisory vote on executive compensation every year.

Only shareholders of record at the close of business on March 6, 2023 shall be entitled to receive notice of, and to vote at, the annual meeting. A complete list of shareholders entitled to vote will be available for inspection at our offices, Bank of Oklahoma Tower, One Williams Center, Tulsa, OK 74172, and electronically during the annual meeting at www.virtualshareholdermeeting.com/BOKF2023.

BY ORDER OF THE BOARD OF DIRECTORS

Tamara Sloan, Secretary

March 23, 2023

Tulsa, Oklahoma

BOK Financial Corporation | 4

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

To be held May 2, 2023

General

The enclosed proxy is solicited on behalf of BOK Financial Corporation (the "Company" or "BOK Financial") and its Board of Directors for use at our annual meeting of shareholders. The annual meeting will be held on Tuesday, May 2, 2023, at 2:30 p.m. Central Time via live webcast at www.virtualshareholdermeeting.com/BOKF2023.

These proxy materials will be mailed on or about March 23, 2023 to holders of record of common stock as of the close of business on March 6, 2023.

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 not revoked, your proxy will be voted at the annual meeting in accordance with your instructions marked on the proxy card. If you fail to mark your proxy with instructions, your proxy will be voted in accordance with the recommendations of the Board of Directors: (1) FOR the election of the nineteen (19) nominees for director listed in this Proxy Statement, (2) FOR the ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023, (3) FOR the approval of the named executives’ compensation, and (4) FOR the approval of holding the advisory vote on executive compensation every year. If you are voting shares held in the BOK Financial Thrift Plan and you fail to mark your proxy with instructions, your shares will be voted by the Trustee of the Thrift Plan in the same ratio as those shares credited to the account of the Thrift Plan members who do give instructions to the Trustee.

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, 3 and 4). 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 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 6, 2023 (the “record date”) are entitled to notice of and to vote at the annual meeting. On the record date, there were 66,780,833 shares of common stock outstanding and entitled to vote.

BOK Financial Corporation| 5

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 56.88% of the outstanding common stock and plans to vote all of his shares.

Solicitation of Proxies

BOK Financial is paying for all costs incurred in soliciting proxies under this Proxy Statement for the annual meeting. 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, 2022, 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.

Principal Executive Offices of the Company

The Company's principal executive offices are located at Bank of Oklahoma Tower, Tulsa, Oklahoma 74172.

Principal Shareholders of the Company

To the extent known to the Board of Directors of the Company, as of March 6, 2023, the only shareholder of the Company having beneficial ownership of more than 5% of the shares of common stock of the Company is set forth below:

Name & Address of Beneficial Owner

Beneficial Ownership

Percentage of Class

George B. Kaiser
P.O. Box 21468, Tulsa, Oklahoma 74121-1468

37,982,600

56.88%

BOK Financial Corporation | 6

Security Ownership of Certain Beneficial Owners and Management

As of March 6, 2023, there were 66,780,833 shares of common stock issued and outstanding. The following table sets forth, as of March 6, 2023 (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, 2022, (i) the Chief Executive Officer (Stacy Kymes), (ii) the Chief Financial Officer (Steven E. Nell), and (iii) the three other most highly compensated executive officers of the Company who were serving as executive officers at the end of 2022 (the “named executives”); each director and nominee; and, as a group, all such persons and other executive officers not named in the table.


Name of Beneficial Owner	Amount & Nature of Beneficial Ownership(1)		Percent of Class(2)
Alan S. Armstrong	2,925		*
Norman P. Bagwell	36,540	(3)	*
C. Fred Ball, Jr.	4,600	(4)	*
Steven Bangert	81,821	(5)	*
Steven G. Bradshaw	91,046	(6)	*
Chester E. Cadieux, III	4,450		*
John W. Coffey	6,500		*
Joseph W. Craft, III	3,959		*
Scott B. Grauer	65,127	(7)	*
David F. Griffin	43,541	(8)	*
V. Burns Hargis	18,930	(9)	*
Douglas D. Hawthorne	6,132	(10)	*
Kimberley D. Henry	2,550		*
E. Carey Joullian, IV	6,143	(11)	*
George B. Kaiser	37,982,600	(12)	56.88%
Stacy C. Kymes	91,149	(13)	*
Stanley A. Lybarger	34,059	(14)	*
Steven J. Malcolm	4,942	(15)	*
Marc C. Maun	32,999	(16)
Steven E. Nell	55,706	(17)	*
E. C. Richards	5,992	(18)	*
Claudia San Pedro	2,394	(19)	*
Peggy I. Simmons	450		*
Michael C. Turpen	2,838		*
Rose M. Washington	934		*
All directors, nominees and executive officers listed on pages 28-31 (35 persons)			57.78%

* Less than one percent (1%)

(1) Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the person named. Certain shares included here (i.e. options exercisable within 60 days and unvested restricted stock granted as of February 28, 2023) do not count towards an executive’s stock ownership for purposes of the BOKF Executive Stock Ownership Guidelines discussed on pages 34 and 35.

BOK Financial Corporation | 7

(2) All percentages are rounded to the nearest tenth, and are based upon the number of shares outstanding as of the date set forth above. For purposes of computing the percentages of the outstanding shares owned by the persons in the table, any shares such persons are deemed to own by having a right to acquire such shares by exercise of an option are included, but shares acquirable by other persons by the exercise of stock options are not included.

(3) Includes 17,045 shares of restricted stock and 9,576 shares held in the BOK Thrift Plan. Mr. Bagwell stepped down from his executive role with the Company, and moved to a different role with the Company, effective December 31, 2022. Mr. Bagwell's share ownership represented in the table is as of December 31, 2022.

(4) Includes 2,500 shares owned by C. Fred Ball, Jr. IRA.

(5) Includes 23,486 shares indirectly owned by Bangert Family Investments, LLP.

(6) Includes 61,558 shares indirectly owned by the Steven G. Bradshaw Revocable Trust. Also includes 29,488 shares of restricted stock. Mr. Bradshaw retired as a director of the Company effective December 31, 2022 and Mr. Bradshaw's share ownership represented in the table is as of December 31, 2022.

(7) Includes 20,773 shares of restricted stock and 11,223 shares held in the BOK Thrift Plan.

(8) Includes 38,903 shares indirectly owned by Doppler Investments, LP and 4,638 shares indirectly owned by the David F. Griffin Revocable Trust.

(9) Includes 15,805 shares indirectly owned by Devonshire Holdings, LLC.

(10) Includes 450 shares indirectly owned by Mr. Hawthorne’s wife’s partnership Tomahawk Springs, Ltd.

(11) Includes 1,869 shares indirectly owned by JCAP, LLC.

(12) Excludes 9,808 shares held by Mr. Kaiser's spouse, all of which such shares Mr. Kaiser has disclaimed beneficial ownership. 19,496,523 shares have been pledged as collateral.

(13) Includes 49,238 shares of restricted stock and 8,919 shares held in the BOK Thrift Plan. Also includes 13,543 shares indirectly owned by Angel D. Kymes Revocable Trust.

(14) Includes 34,059 shares indirectly owned by the Stanley A. Lybarger Revocable Trust.

(15) Includes 4,942 shares indirectly owned by the Steven J. Malcolm Revocable Trust.

(16) Includes 15,369 shares of restricted stock, 134 shares held in the BOK Thrift Plan and 12,189 shares directly owned by the Marc Christopher Maun Revocable Trust (1997)

(17) Includes 20,304 shares of restricted stock and 36 shares held by BOK Thrift Plan. Also includes 139 shares indirectly owned by Forrest Robert Nell Irrevocable Trust of 2016, 238 shares indirectly owned by Emma Eleanor Nell Irrevocable Trust of 2016, 238 shares indirectly owned by Stefani Grace Nell Irrevocable Trust of 2016, 238 shares indirectly owned by Sara Rose Nell Irrevocable Trust of 2016, and 238 shares indirectly owned by Natalie Ann Nell Irrevocable Trust of 2016. Mr. Nell retired from the Company effective February 28, 2023.

(18) Includes 5,127 shares indirectly owned by the Emmet C. Richards Revocable Trust and 865 shares owned by Core Investment Capital, LLC.

(19) Includes 2,394 shares indirectly owned by the San Pedro-Sund Joint Revocable Trust.

BOK Financial Corporation | 8

PROPOSAL ONE - ELECTION OF DIRECTORS

RECOMMENDATION

The Board of Directors recommends that you vote FOR the 19 nominees.

Nominees and Vote Required to Elect Nominees

A board of nineteen (19) 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 nineteen (19) 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 nineteen (19) 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.

If at the time of the annual meeting any of the nominees is unwilling or unable to serve, all proxies received will be voted in favor of the remainder of those nominated and for such substitute nominees, if any, as shall be designated by the Board and nominated by any of the proxies named in the enclosed proxy form. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

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 6, 2023. 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.

BOK Financial Corporation | 9

BOARD OF DIRECTORS NOMINEES


Name	Age	Principal Occupation and Business Experience During Last 5 Years and Directorships of Other Public Companies	First Year Became a Director
Alan S. Armstrong	60	Chief Executive Officer, President, and a Director of The Williams Companies, Inc. (energy holding company) since January 2011. Mr. Armstrong's qualifications to sit on our Board of Directors include his energy sector and management expertise, civic leadership experience, knowledge of our region and his public company experience.	2013
Steven Bangert	66	Chairman of the Board of Directors and Chief Executive Officer of CoBiz Financial, Inc. from September 1994 to September 2018 when it was acquired by BOK Financial. Mr. Bangert currently serves as a director of FWB Financial Inc. and its subsidiary, First Women’s Bank of Chicago. From August 1992 to March 1999, Mr. Bangert served as President and a director of Western Capital Holdings, Inc., formerly the bank holding company for River Valley Bank-Texas. From March 1992 to July 1998, Mr. Bangert also served as Chairman of the Board of River Valley Bank-Texas, and from April 1988 to July 1994, he served as Vice Chairman of the Board and Chief Executive Officer of River Valley Savings Bank-Illinois. From February 1994 to July 1998, Mr. Bangert served as a director and member of the Executive Committee of Lafayette American Bank. Mr. Bangert's qualifications to sit on our Board of Directors include his financial services industry experience, his merger and acquisition experience, his extensive board experience in the for-profit and not-for-profit world and his years of experience as a director of CoBiz Financial.	2018
Chester E. Cadieux, III	56	Chairman and Chief Executive Officer of QuikTrip Corporation (a gasoline and retail convenience chain) since 2002. Mr. Cadieux previously served as Vice President of Sales at QuikTrip Corporation. Mr. Cadieux’s qualifications to sit on our Board of Directors include his knowledge of finance and accounting, his management experience, and his knowledge of all of our geographic markets.	2005
John W. Coffey	60	Private Investor. Mr. Coffey retired from the position of Managing Director, Wellington Management Company, LLP (a private, investment management company), which he held from September 2007 until June 2017. Mr. Coffey's qualifications to sit on our Board of Directors include his extensive financial services expertise, understanding of business value, business risk and strategic decision-making and experience with finance, accounting, securities markets, corporate governance, mergers and acquisitions, risk assessment and government relations.	2018

BOK Financial Corporation | 10


Name	Age	Principal Occupation and Business Experience During Last 5 Years and Directorships of Other Public Companies	First Year Became a Director
Joseph W. Craft, III	72	President, Chief Executive Officer and Director of Alliance Resource Partners, L.P. (a diversified natural resource company) since 1999 and Chairman since 2019. Mr. Craft served as Chairman, President, Director and Chief Executive Officer of Alliance Holdings GP, L.P. from 2006-2018. Previously, he served as President of MAPCO Coal Inc. Mr. Craft’s qualifications to sit on our Board of Directors include his extensive experience in corporate leadership, as well as his public company experience.	2007
David F. Griffin	57	Chairman and Chief Executive Officer of Griffin Capital, L.L.C. and President and Chief Executive Officer of Griffin Communications, L.L.C. (owns and operates CBS- and CW-affiliated television stations plus associated websites, billboards, and radio stations in Oklahoma). Mr. Griffin was formerly President and General Manager, KWTV-9 (Oklahoma City). Mr. Griffin’s qualifications to sit on our Board of Directors include his significant expertise, experience, and background in corporate management and his involvement with both the Oklahoma City and Tulsa markets.	2003
V. Burns Hargis	77	President Emeritus of Oklahoma State University. Prior to becoming OSU President, Mr. Hargis served as Vice Chairman, BOK Financial and BOKF and Director of BOK Financial Securities, Inc. since 1993. Mr. Hargis was formerly Attorney and Shareholder of the law firm of McAfee & Taft (Oklahoma City, Oklahoma). Mr. Hargis’ qualifications to sit on our Board of Directors include his nearly three decades practicing law with a focus on financial reporting and litigation, including representing financial institutions and their boards, as well as having served for many years as our Vice Chairman.	1993
Douglas D. Hawthorne	75	Advisor and former founding Chief Executive Officer Emeritus, Texas Health Resources. Prior to helping create Texas Health Resources in 1997, Mr. Hawthorne was Chief Executive Officer of Presbyterian Healthcare System. Mr. Hawthorne’s qualifications to sit on our Board of Directors include his knowledge of the healthcare sector and of the Texas market.	2013
Kimberley D. Henry	58	Executive director of Sarkeys Foundation, a private, charitable foundation that provides grants and gifts to Oklahoma’s non-profit organizations. Ms. Henry is the former First Lady of Oklahoma. Ms. Henry’s qualifications to sit on our Board of Directors include her knowledge of our geographic market, her leadership skills, and her extensive civic involvement, including participation on numerous boards of non-profit organizations.	2015
E. Carey Joullian, IV	62	Chairman, President and Chief Executive Officer of Mustang Fuel Corporation and subsidiaries; President and Manager, Joullian & Co., L.L.C.; Manager, JCAP, L.L.C. Mr. Joullian’s qualifications to sit on our Board of Directors include his significant experience and expertise in the oil and gas industry and his expertise in accounting.	1995

BOK Financial Corporation | 11


Name	Age	Principal Occupation and Business Experience During Last 5 Years and Directorships of Other Public Companies	First Year Became a Director
George B. Kaiser	80	Chairman of the Board and majority shareholder of BOK Financial and BOKF, NA; President, Chief Executive Officer, and principal owner of GBK Corporation, parent of Kaiser-Francis Oil Company (independent oil and gas exploration and production company); founder of Excelerate Energy and Argonaut Private Equity. Mr. Kaiser’s qualifications to sit on our Board of Directors include his four decades of executive leadership in the oil and gas industry, his broad perspective gained from involvement in diverse industries, his knowledge of our business, and his interest as the majority owner of our Company.	1990
Stacy C. Kymes	52	President and CEO of BOK Financial Corporation. Mr. Kymes became the President and CEO on January 1, 2022 after previously serving as Chief Operating Officer in which he oversaw all the Company’s revenue-generating divisions. He also served as Executive Vice President over specialized banking areas, including energy, commercial real estate, healthcare, treasury services, commercial strategies, and TransFund. Mr. Kymes joined BOK Financial in 1996. He has held a number of positions in various areas of the Company, previously serving as chief auditor, corporate controller, treasurer, and chief credit officer. Mr. Kymes’ qualifications to sit on our Board of Directors include his position and years of leadership at the Company and extensive knowledge of all aspects of our business.	2021
Stanley A. Lybarger	73	Vice Chairman of the Board. Former President and Chief Executive Officer of BOK Financial and BOKF. Mr. Lybarger was previously President of BOK Oklahoma City Regional Office and Executive Vice President of BOKF with responsibility for corporate banking. He served as a director and chairman of the audit committee of Cypress Energy Partners GP, LLC. Mr. Lybarger’s qualifications to sit on our Board of Directors include his prior role as our Chief Executive Officer, his three decades of leadership positions with BOKF, and his extensive knowledge of all facets of the banking industry.	1991
Steven J. Malcolm	74	Retired Chairman, President and Chief Executive Officer of The Williams Companies, Inc. (energy holding company) and Williams Partners L.P. Mr. Malcolm was previously President and Chief Executive Officer of Williams Energy Services after serving as senior vice president and general manager of Midstream Gas and Liquids for Williams Energy Services. In December 2011, Mr. Malcolm became a director of ONEOK, Inc. and ONEOK Partners. Mr. Malcolm’s qualifications to sit on our Board of Directors include his experience in the energy sector as well as his public company and executive management expertise.	2002

BOK Financial Corporation | 12


Name	Age	Principal Occupation and Business Experience During Last 5 Years and Directorships of Other Public Companies	First Year Became a Director
E.C. Richards	73	Managing Member of Core Investment Capital, LLC. Prior to September 1999, Mr. Richards served as Executive Vice President and Chief Operating Officer for Sooner Pipe Corporation (distributor of tubular products worldwide with domestic and international operations), a subsidiary of Oil States International. Mr. Richards previously served on the BOK Financial Board of Directors from 1997 through 2001. Mr. Richards’ qualifications to sit on our Board of Directors include his diverse background in the private equity and distribution industries and his civic involvement.	2008
Claudia San Pedro	53	President of SONIC, part of the Inspire Brands, Inc. family of restaurants. Ms. San Pedro assumed her role at SONIC in January 2018. She joined SONIC in 2006 as vice president of investor relations and treasurer. Ms. San Pedro was promoted to executive vice president and chief financial officer in 2015, and was responsible for SONIC’s financial planning practices, as well as the brand’s relationship with lending institutions, shareholders, and the financial community. Prior to joining SONIC, she served as the director for the Oklahoma Office of State Finance, appointed by Governor Brad Henry in 2005. Ms. San Pedro's qualifications to sit on our Board of Directors include her knowledge in finance and accounting, public company executive management experience and knowledge of retail marketing across our geographic markets.	2019
Peggy I. Simmons	45	President and Chief Operating Officer of Public Service Company of Oklahoma (“PSO”) since 2018. Ms. Simmons has responsibility for all aspects of electric service for PSO's more than 562,000 customers, including distribution operations, safety, customer service, communications, external affairs and regulatory functions. Prior to her current role with PSO, Ms. Simmons served as managing director of transmission asset strategy for American Electric Power Ohio from 2016. Additionally, Ms. Simmons is on the Federal Reserve Bank of Kansas City Economic Advisory Council. Ms. Simmons' qualifications to sit on our Board of Directors include her knowledge and experience in company executive management, the energy industry and with businesses and consumers of our region as a leader of a public utility.	2021

BOK Financial Corporation | 13


Name	Age	Principal Occupation and Business Experience During Last 5 Years and Directorships of Other Public Companies	First Year Became a Director
Michael C. Turpen	73	Partner at the law firm of Riggs, Abney, Neal, Turpen, Orbison & Lewis in Oklahoma City, Oklahoma. Mr. Turpen previously served as Attorney General for the State of Oklahoma. He is serving his second nine-year term as a Regent for Oklahoma State Regents for Higher Education. Mr. Turpen's qualifications to sit on our Board of Directors include his legal expertise, his public services experience and leadership skills demonstrated through extensive involvement with non-profit boards and organizations.	2011
Rose M. Washington	58	Chief Executive Officer, Tulsa Economic Development Corporation ("TEDC"), an entity promoting small business growth in the Tulsa region, since 2001. Ms. Washington served on the Board of Directors of the Federal Reserve Bank of Kansas City beginning in 2013, after having served three years on the Oklahoma City Branch board of directors, and served as Chair of the Federal Reserve Bank of Kansas City Board of Directors from January 2017 until December 2019. She now serves as Chairwoman of the Tulsa Regional Chamber. Before joining TEDC, Ms. Washington served as assistant vice president and director of the University of Southern California’s Division of External Relations, special assistant to the dean and director of placement at Jackson State University School of Business, and was an officer at Trustmark National Bank in Jackson, Mississippi. Ms. Washington's qualifications to sit on our Board of Directors include her extensive understanding of economic policy, knowledge of banking regulations and regulatory processes and her involvement with business development in our region.	2020

BOK Financial Corporation | 14

PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITOR

RECOMMENDATION

The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of BOK Financial and its subsidiaries for the fiscal year ending December 31, 2023.

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' inception on October 24, 1990. The Audit Committee has selected EY as our independent auditor for the fiscal year ending December 31, 2023.

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

•the professional qualifications of EY and that of the lead audit partner and other key engagement members relative to the current and ongoing needs of the Company;

•EY's historical and recent performance on the Company's audits, including the extent and quality of EY's communications with the Audit Committee ;

•the appropriateness of EY's fees relative to both efficiency and audit quality;

•EY's independence policies and processes for maintaining EY's independence;

•EY's tenure as the Company's independent public accounting firm and its related depth of understanding of the Company's business, operations and systems and the Company's accounting policies and practices; and

•EY's capability, expertise and efficiency in handling the breadth and complexity of the Company's operations.

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, 2023 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.

BOK Financial Corporation | 15

PROPOSAL THREE - ADVISORY VOTE TO APPROVE THE

COMPENSATION OF NAMED EXECUTIVE OFFICERS

RECOMMENDATION

The Board of Directors recommends that you vote FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

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:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

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.

BOK Financial Corporation | 16

PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

RECOMMENDATION

The Board of Directors recommends that you vote FOR holding the advisory vote to approve the compensation of the Company's named executive officers EVER YEAR.

Section 951 of the Dodd-Frank Act also allows shareholders to vote, not less frequently than once every six years, on the frequency of the advisory vote to approve the compensation of our named executive officers. Shareholders may vote for the compensation vote to occur every year, every two years, or every three years, or the shareholders may abstain. This is commonly known as a “say on frequency” vote.

The Board of Directors has determined that a frequency of every year would be the most efficient timeframe for the Company's shareholders to determine the appropriateness of the compensation of our named executive officers and for the Company to respond to shareholder feedback. The Board believes that it is a good governance practice to seek shareholder input on executive compensation annually, and wishes to receive frequent shareholder input on this issue. In addition, the named executive officers’ compensation is evaluated, adjusted, and approved annually, so the Board wishes to receive shareholder input on the same cycle.

This vote is advisory in nature and non-binding; however the Board of Directors will consider the shareholder vote when determining the frequency of the vote to approve the compensation of our named executive officers.

This say on frequency vote is not a vote to approve or disapprove the Board’s recommendation; rather, shareholders are choosing among four distinct options as reflected on the proxy card (one, two, or three years, or abstain). 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 proposal.

BOK Financial Corporation | 17

CORPORATE GOVERNANCE

Director Compensation

All non-officer directors of BOK Financial and BOKF receive a retainer of 75 shares per quarter, in accordance with the BOK Financial Directors' Stock Compensation Plan, whether serving on one or both of the Boards of Directors. Director compensation shares are issued to each eligible director on or before the 15th day following the end of each calendar quarter during which such director served as a member of the Board of Directors of BOK Financial or BOKF. All non-officer directors are also paid $1,250 in cash for each Board of Directors meeting attended, $750 in cash for each committee meeting attended (provided only one fee is paid when two or more committees meet contemporaneously), and $2,750 in cash for each committee meeting chaired. Committee members may also receive $500 for each quarterly earnings release meeting or other meetings to assist management. Non-Oklahoma resident directors receive an additional $500 for attendance in person per meeting day. Non-officer Company directors were paid the following in 2022:


Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards(2) ($)	Total ($)
Alan S. Armstrong	9,750	27,501	37,251
C. Fred Ball, Jr.	11,500	27,501	39,001
Steven Bangert	13,250	27,501	40,751
Steven G. Bradshaw (3)	6,500	19,622	26,122
Chester Cadieux, III	5,500	27,501	33,001
John W. Coffey	24,750	27,501	52,251
Joseph W. Craft	17,250	27,501	44,751
David F. Griffin	24,500	27,501	52,001
V. Burns Hargis	11,750	27,501	39,251
Douglas D. Hawthorne	15,500	27,501	43,001
Kimberley D. Henry	8,750	27,501	36,251
E. Carey Joullian, IV	29,750	27,501	57,251
Stanley A. Lybarger	32,000	27,501	59,501
Steven J. Malcolm	10,250	27,501	37,751
E.C. Richards	14,000	27,501	41,501
Claudia San Pedro	7,250	27,501	34,751
Peggy I. Simmons	13,250	27,501	40,751
Michael C. Turpen	11,000	27,501	38,501
Rose M. Washington	14,750	27,501	42,251

(1) George B. Kaiser, a non-officer director, is not listed as he does not receive payment for serving as a director.

(2) The BOK Financial Directors Stock Compensation Plan provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter. Director shares were granted in 2022 at the following prices: first quarter, $105.56; second quarter, $96.61; third quarter, $77.26; and fourth quarter, $87.76. The Stock Awards column reflects actual payments made to the directors in 2022 for service in the fourth quarter of 2021 and the first three quarters of 2022. The total BOK Financial common stock owned by each director and nominee as of March 7, 2022 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 7.

(3) Following his retirement as CEO on January 1, 2022, Mr. Bradshaw was appointed to the BOK Financial Board of Directors in May 2022 as a non-officer director. Prior to his retirement, Mr. Bradshaw served as the Chief Executive Officer of the Company for eight years. Mr. Bradshaw resigned as a director of the Company effective as of December 31, 2022.

BOK Financial Corporation | 18

Attendance of Meetings

The entire Board of Directors of BOK Financial met four times during 2022. All directors of BOK Financial who were members of the Board of Directors for the entire 2022 year, except for Mr. Cadieux who was absent on occasion due to business conflicts, attended at least 75% of all meetings of the Board of Directors and committees on which they served. Although BOK Financial does not have a policy with respect to attendance by the directors at the Annual Meeting of Shareholders, directors are encouraged to attend. Twenty-one of the twenty-two members of the Board of Directors attended the 2022 Annual Meeting of Shareholders. The Board of Directors intends to meet at least four times in 2023.

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 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 24 under “Communication with the Board of Directors”.

BOK Financial Corporation | 19

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 56.88% 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.” 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. Richards and Claudia 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.

BOK Financial Corporation | 20

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.

Risk Committee

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 2022.


Members			Responsibilities include oversight of
Coffey (Chairman) Cadieux Henry Malcolm Washington			• Enterprise-wide risk management • Capital planning and adequacy, including stress testing • Market risk, including rate, price, and liquidity • Corporate-wide policy management framework • Risk transfer program • Mergers and acquisitions • Alternative investments • Operating risks, including cybersecurity, information technology and COVID-19 issues • Counterparty risk • Third party risk • Compliance with laws and regulations, including data privacy • Reports of examinations from regulators

BOK Financial Corporation | 21

Audit Committee

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.” The Report of the Audit Committee is on page 25 of this Proxy Statement. The Audit Committee held thirteen meetings in fiscal year 2022. The Audit Committee has a charter, which is available on the Company’s website at www.bokf.com.


Members			Responsibilities include oversight of
Joullian (Chairman)(1) Coffey Hawthorne Lybarger Simmons			• Accounting and financial reporting policies of the Company • Internal controls over financial reporting • Selection and reporting of the Company’s independent auditors, including the selection of the lead audit partner • Audits of the financial statements of the Company • Related party reporting (other than related party credit transactions overseen by the Credit Committee) • Reports of internal audits • Whistleblower complaints • Allowance for loan losses and accrual for off-balance sheet credit losses • Mortgage servicing rights valuation • Environment, Social and Governance reporting

(1) The Board of Directors designated Mr. Joullian as its "audit committee financial expert," as defined in Item 407(d) of Regulation S-K.

BOK Financial Corporation | 22

Compensation Committee

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 44 and 33 respectively. The Compensation Committee held three meetings in fiscal year 2022.


Members			Responsibilities include approval or review of
Craft (Chairman) Cadieux Griffin Kaiser Malcolm Richards San Pedro			• Compensation of the Chief Executive Officer • Compensation of direct reports to the Chief Executive Officer • Compensation of other officers participating in the Company’s Executive Incentive Plan • Compensation incentives, and to determine such incentives do not create an unacceptable level of risk

Credit Committee

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 2022.


Members			Responsibilities include oversight of
Griffin (Chairman) Armstrong Ball Bangert Craft Hargis Kaiser Lybarger Richards Turpen Washington			• Quality of the Company’s credit portfolio and trends affecting the credit portfolio (and reporting to the Board regarding such quality and trends) • Extension of credit exceeding amounts as determined from time to time by the Board • Effectiveness and administration of credit-related policies and related party credit transactions

BOK Financial Corporation | 23

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 2022. 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.

BOK Financial Corporation | 24

Report of the Audit Committee

In 2022, 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 reviewed the Ernst & Young LLP opinion on the conformity of the audited consolidated financial statements with U.S. generally accepted accounting principles with Ernst & Young LLP, the Company's independent registered public accounting firm. This discussion included their judgments as to the quality, not just the acceptability, of the Company's accounting policies, and other matters as required to be discussed with the Committee by the standards of the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB Auditing Standard No. 1301, Communications with Audit Committees, the rules of the Securities and Exchange Commission and other applicable regulations. In addition, the Committee has discussed with Ernst & Young LLP (a) the firm’s independence from the Company, including matters in the firm’s independence letter required by the PCAOB, and considered the compatibility of any non-audit services with the firm’s independence and (b) critical audit matters.

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, 2022, 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, 2023.

AUDIT COMMITTEE

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

John W. Coffey Peggy I. Simmons

Douglas D. Hawthorne

BOK Financial Corporation | 25

Principal Accountant Fees and Services

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, 2023. EY has acted as the Company’s independent registered public accounting firm since October 24, 1990.

Audit Fees. Fees paid to EY for the audit of the annual consolidated financial statements included in BOK Financial’s Annual Report on Form 10-K, for the review of the consolidated financial statements included in BOK Financial’s Forms 10-Q for the quarters included in the years ended December 31, 2022 and 2021 and various subsidiary audits were $2,296,900 and $2,539,500 respectively.

Audit-Related Fees. Fees paid to EY for SOC 1 reports and other audit-related functions were $541,300 and $462,080 respectively, for the years ended December 31, 2022 and 2021.

Tax Fees. Fees paid to EY associated with tax consultation and planning were $18,218 and $19,369 respectively, for the years ended December 31, 2022 and 2021.

All Other Fees. Fees paid to EY for other services, including trust tax return preparation that is reimbursed by our clients, were $1,245,232 and $986,447 respectively, for the years ended December 31, 2022 and 2021.

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

BOK Financial Corporation | 26

Board Diversity Matrix

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.


Board Diversity Matrix (as of March 6, 2023)
Total Number of Directors:	21
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	12	—	5
Part II: Demographic Background
African American or Black	2	—	—
Alaskan Native or Native American	—	—	—
Asian	—	—	—
Hispanic or Latinx	1	—	—
Native Hawaiian or Pacific Islander	—	—	—
White	2	12	—
Two or More Races or Ethnicities	1	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	5

BOK Financial Corporation | 27

Executive Officers

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


James A. Dietz
Executive Vice President and Chief Credit Officer

James A. Dietz, age 63, is Executive Vice President and Chief Credit Officer. He is responsible for all aspects of Credit Administration, including credit approval, policy administration, loan portfolio reporting, loan and appraisal review and loan work outs. Mr. Dietz joined the Company in 1987 and has held a number of positions within Credit Administration. Prior to his current position’s appointment in January 2022, Mr. Dietz served as Executive Vice President and Executive Director of Credit Risk.

Scott B. Grauer
Executive Vice President - Wealth Management
Chief Executive Officer of BOK Financial Securities, Inc.

Scott B. Grauer, age 58, is Executive Vice President, Wealth Management and Chief Executive Officer and Chairman of the Company’s broker-dealer subsidiary, BOK Financial Securities, Inc. In his current role, Mr. Grauer is responsible for the Company’s wealth management business lines in all markets, including Institutional Wealth, The Private Bank, and International Banking. He also serves as chairman of the Company’s registered investment advisers, Cavanal Hill Investment Management and BOK Financial Private Wealth, Inc. Mr. Grauer joined the Company in 1991 as part of the company’s acquisition of an independent retail brokerage operation and was named manager of BOK Financial Securities, Inc. retail in 1996. In late 1999, he was named president and Chief Executive Officer of the firm and assumed responsibilities for retail, institutional and investment banking activities when BOK Financial first combined these units under one organization.

Martin E. Grunst
Executive Vice President and Chief Financial Officer

Martin E. Grunst, age 56, is Executive Vice President and Chief Financial Officer. Mr. Grunst is responsible for all accounting and financial reporting, corporate tax, capital markets, mergers and acquisitions, and investor relations for the Company. Prior to being promoted to Chief Financial Officer in 2023, Mr. Grunst was Chief Risk Officer. Mr. Grunst also served as treasurer from 2009-2016. Before joining the Company as treasurer in 2009, he served as treasurer for Citizens Bank and Citizens Republic Bancorp in Michigan for six years, where he had the additional responsibility of managing corporate finance. Previously, Mr. Grunst was with Bank One (now JPMorgan Chase) in Columbus, Ohio, where he worked in treasury, corporate finance, and line of business finance roles, including asset liability manager and finance manager for Banc One Ohio Corporation, manager of acquisition planning for the credit card line of business, finance manager for commercial real estate lending, asset liability manager for the retail line of business, and finance manager for consumer lending.

Rebecca D. Keesling
Executive Vice President and Chief Auditor

Rebecca D. Keesling, age 51, is Executive Vice President and Chief Auditor. As Chief Auditor, Ms. Keesling is responsible for ensuring the Company’s internal controls are designed properly and operating effectively and performing independent assessments of the Company’s compliance with various laws and regulations. Previously, Ms. Keesling was Senior Vice President and Manager of Loan Portfolio Reporting, where she managed a team responsible for financial reporting as it pertained to the loan portfolio and allowance for credit losses. Ms. Keesling joined the Company in 2004 as Vice President and Corporate Audit Manager. Prior to joining BOK Financial, Ms. Keesling spent 10 years in the public accounting industry primarily with Ernst & Young LLP auditing private and publicly owned companies.

BOK Financial Corporation | 28


Stacy C. Kymes
President and Chief Executive Officer

Stacy C. Kymes, age 52, is President and CEO of BOK Financial Corporation. He leads a team that oversees a diverse portfolio of services for commercial, consumer, and wealth management clients across the country through banking centers in eight states in the Midwest and Southwest. The company’s national lines of business include energy financial services; healthcare banking, trading and brokerage; mortgage origination and servicing; and TransFund, a top 10 electronic funds transfer network. Prior to being named CEO in January 2022, Mr. Kymes was Chief Operating Officer and oversaw all the company’s revenue-generating divisions. He also served as executive vice president over specialized banking areas, including energy, commercial real estate, healthcare, treasury services, commercial strategies, and TransFund. Mr. Kymes joined BOK Financial in 1996. He has held a number of positions in various areas of the company, previously serving as chief auditor, corporate controller, treasurer, and chief credit officer.

Mindy M. Mahaney
Executive Vice President and Chief Risk Officer

Mindy M. Mahaney, age 54, is Executive Vice President and Chief Risk Officer. As Chief Risk Officer, Ms. Mahaney is responsible for enterprise-wide risk management, information security, and ensuring the company’s compliance with government regulations. Prior to being promoted to Chief Risk Officer in 2023, Ms. Mahaney served as Chief Operating Officer for wealth management. Before joining BOK Financial Corporation in July 2008, Ms. Mahaney served as chief financial officer at Oklahoma’s Spirit Bank. She previously spent a decade in public accounting at Arthur Andersen.

Derek S. Martin
Executive Vice President and Chief Information Officer

Derek S. Martin, age 52, is Executive Vice President and Chief Information Officer. Mr. Martin leads the Company enterprise operations and information technology division. Prior to Mr. Martin's appointment as Executive Vice President and Chief Information Officer, Mr. Martin was the Executive Vice President, Consumer Banking Services and managed all consumer, small business and mortgage banking functions operating under seven brands across eight states. He joined the Company in 1994 and has held a variety of roles across the consumer bank. Mr. Martin has also held the position of head of Strategic Services, which was responsible for strategy, digital banking and origination, business intelligence and analytics, operations, contact center, small business, credit delivery and various product lines.

Marc C. Maun
Executive Vice President - Regional Banking

Marc C. Maun, age 64, is Executive Vice President - Regional Banking with responsibility for Arizona, Colorado, Kansas, Missouri, New Mexico and Oklahoma markets as well as the Treasury Services Division. He previously served for six years as the Chief Credit Officer of the Company. Since joining BOK Financial in 1985, Mr. Maun has overseen significant business divisions such as Treasury, International Banking, Mergers and Acquisitions, Corporate Banking and Correspondent Banking. Mr. Maun served as the Market CEO for the Kansas City market beginning in 2006 before moving to the Oklahoma City market in 2013 in a similar role.

BOK Financial Corporation | 29


Jeffrey A. Reid
Executive Vice President - Chief Human Resource Officer

Jeff A. Reid, age 55, Executive Vice President and Chief Human Resources Officer. In October 2022, Mr. Reid was promoted to Chief Human Resources Officer. He is responsible for the design and delivery of the Company's human capital strategy, which focuses on strengthening the employee experience. Prior to being appointed Chief Human Resources Officer, Mr. Reid held various positions with the Company. In 2004 Mr. Reid joined the Company as Senior HR Manager, and moved to Senior Human Resources Business Partner in 2013 where he supported several executives and their lines of business. Prior to joining the Company, Mr. Reid spent nine years in professional recruiting in numerous industries, including banking, accounting and finance, and also spent ten years working at First Union National Bank, now known as Wells Fargo, with responsibilities primarily focussed in consumer and business development arenas.

Michael J. Rogers
Senior Vice President - Chief Accounting Officer

Michael J. Rogers, age 54, is Senior Vice President and Chief Accounting Officer. Mr. Rogers joined the Company in June 2022. Prior to joining the Company, Mr. Rogers was the Chief Accounting Officer at T.D. Williamson, a privately-held global pipeline services and manufacturing company. Mr. Rogers has also spent 18 years in public accounting as an auditor of public and private companies, starting with Arthur Andersen as a member of its commercial, industrial and banking groups and was later an audit partner with a regional accounting firm. He has also served as corporate controller, playing a key role in multiple initial public offerings and public debt offerings in the technology and petrochemical industries.

Brad A. Vincent
Executive Vice President - Specialized Industries Banking

Brad A. Vincent, age 62, is Executive Vice President and Executive Director of Specialized Industries. Specialized Industries include Energy Financial Services, Commercial Real Estate, TransFund, Commercial Strategies, Merchant Banking, and Healthcare Banking. Most recently, Mr. Vincent served as the Executive Director of Healthcare Banking for BOK Financial. Mr. Vincent joined BOK in 1997 and has held various positions in commercial lending.

Mark B. Wade
Executive Vice President - Texas Markets

Mark B. Wade, age 59, is Executive Vice President, Texas Markets, with responsibility for all of the Company's Texas markets. Mr. Wade also leads the commercial banking line of business, commercial finance division and BOKF equipment finance. Since joining the Company in 2001, Mr. Wade has led several divisions of the Company, including the Dallas corporate banking group, the healthcare group in Texas, commercial banking, commercial financing and equipment leasing. Mr. Wade served as the Chief Operating Officer of Bank of Texas from 2008 to 2019.

BOK Financial Corporation | 30


Kelley E. Weil
Executive Vice President and Consumer Banking Services Executive

Kelley E. Weil, age 46, is Executive Vice President and Consumer Banking Services Executive. Ms. Weil is responsible for the design and delivery of the Company's strategies for retail and business banking, mortgage, corporate real estate; and corporate communications and marketing to strengthen the client and employee experience. She joined the Company in 2015 as the director of human resource operations and employee relations. Most recently, Ms. Weil held the role of Chief Human Resources Officer for the Company. Prior to joining BOKF, she worked for Williams Companies, Inc., where she served as director of human resources operations, employee relations and senior human resource business partner. Her previous roles also include senior vice president of human resources for PlainsCapital Bank, now a part of Hilltop Holdings, and director of employee benefits and talent acquisition for a 1,200-bed hospital, Covenant Health System.

BOK Financial Corporation | 31

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Company’s equity compensation plans in effect at December 31, 2022. The 2009 Omnibus Incentive Plan and the BOK Financial Directors Stock Compensation Plan are included in the table. The material features of the compensation plans are described within Note 12 of the Company's Notes to Consolidated Financial Statements, which was included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted-average exercise price of outstanding options, warrants, and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (1)
Equity compensation plans approved by security holders:
(a) Stock options	—	$0.00	1,877,915(2)
(b) Non-vested restricted stock	492,884	Not applicable	"
(c) Non-vested restricted stock units	51,010	Not applicable	"
Sub-total	543,894		1,877,915(2)
Equity compensation plans not approved by security holders	None	None	None
Total	543,894		1,877,915(2)

(1) Includes 362,469 shares of common stock which may be awarded pursuant to the BOK Financial Directors Stock Compensation Plan. Securities may be issued as stock options, restricted stock or restricted stock units under the 2009 Omnibus Incentive Plan.

(2) 1,877,915 is the total number of securities available for issuance of stock options, non-vested restricted stock and non-vested restricted stock units combined.

BOK Financial Corporation | 32

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Overview

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:

▪Reward sustained, above-peer-bank performance

▪Encourage both individual performance and teamwork

▪Link compensation to operational and strategic results

▪Align executive interests with shareholder interests

▪Discourage inappropriate risk taking

▪Keep BOK Financial compensation competitive with peer banks

▪Create long-term commitment to the Company

The BOK Financial executive compensation program includes:

▪Salary

▪Executive Incentive Compensation (annual and long-term)

▪401(k) Plan

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."

2022 Executive Compensation Summary

During 2022, the Compensation Committee planned for a number of executive role changes according to the Company's established succession plan. Due to internal executive role changes, the Committee approved compensation for three executives who changed roles in 2022 and three additional executives assuming new executive roles effective in 2023. The Committee focused on approving consistent yet competitive compensation for all executives assuming new positions.

No material changes were made to the methodologies, criteria and formulas previously established to compensate executive officers as they remained viable and effective. While the Committee foresees no material changes to methodologies, criteria and formulas established to compensate executive management, the Committee will continue to evaluate executive compensation outcomes to ensure they remain consistent with the Committee's objectives for the executive compensation program.

The Committee received reports that BOK Financial continued to enhance benefits to support the broader employee population and be responsive to competitive labor pressures. BOK Financial raised the organization’s minimum wage for several job families, enhanced health care benefits, including additional contributions to Health Savings Accounts for employees making less than a certain annual wage, and provided

BOK Financial Corporation | 33

opportunities to access a variety of flexible and convenient health and wellness programs, including telehealth offerings for all employees. Additionally, parental leave benefits were expanded to cover all parents equally regardless of gender.

The Company continued its focus on diversity and inclusion in 2022. 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 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 page 2 of the Company's Annual Report on Form 10-K.

In 2022, the Committee considered the results of the advisory vote by shareholders on the “say-on-pay” proposal presented to shareholders at the May 3, 2022 annual meeting. At the 2022 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.

Promoting Long-Term Growth and Discouraging Excessive Risk Taking

Review and Oversight 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.

Significant Equity Ownership

The stock ownership guidelines for executive management utilize a multiple of base salary 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 guidelines, each named executive is encouraged to retain ownership of shares equaling the following amount of his base salary:

BOK Financial Corporation | 34


Executive Name			Multiple of Base Salary
Stacy C. Kymes			6 X base salary
Martin E. Grunst			5 X base salary
Scott B. Grauer			4 X base salary
Marc C. Maun			4 X base salary
Norman P. Bagwell			4 X 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, is encouraged to retain ownership of Company shares equal to at least six times his base salary by January 1, 2027. Martin E. Grunst, as our new CFO as of March 1, 2023, is encouraged to retain ownership of Company shares equal to at least five times his base salary by March 1, 2028.

The other three named executives currently meet the annual guidelines. The Executive Stock Ownership Guidelines calculate stock ownership using a first quarter, 90-day average. The 90-day average per share price for the first quarter of 2022 was $103.38. The Committee reviews compliance with the Executive Stock Ownership Guidelines annually. Unvested service shares, performance shares, and stock options do not count towards ownership. For a further accounting of Company named executive equity ownership see the beneficial ownership table on page 7. Base salary may be found in the Summary Compensation Table on page 45.

Shareholder and President and Chief Executive Officer Emphasis on Long-Term Success

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.

Recoupment of Incentive Compensation

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.

Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance

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 2022, Kymes was eligible to receive 80% of his annual incentive based on EPS Growth, Nell - 60%, Grauer - 40%, Maun - 40% and Bagwell - 40%, as more fully described under “Annual Incentive Bonus” on page 38. A portion of long-term incentive (LTI) target compensation, as more fully described under “Long Term Incentive Compensation” on page 40, 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 2022, Kymes' LTI was 100% performance-based, while the other 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.

BOK Financial Corporation | 35

Factors Used for Establishing Executive Compensation

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:

Earnings Per Share Growth Compared to Peers

•EPS Growth is a component of the annual and long term incentive under the Executive Incentive Plan.

•The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the Company’s stock price and, thus, shareholder value.

Business Performance

•"Business Performance" is determined by comparing the two-year average actual financial contribution of a business unit of the Company to its planned performance. Business Performance targets are established using standard Company methodologies and approved annually by the Board of Directors.

•Linking compensation to Business Performance motivates executives to achieve superior results in their particular business units, contributing to Company-wide profitability.

Strategic Objectives

•At the beginning of each year, the President and CEO meets with each of the named executives and other executives of the Company to establish individual strategic objectives ("Strategic Objectives").

•Strategic Objectives focus the executive team on expanding organizational capabilities, optimizing business models, and managing risk.

•Progress is discussed with each named executive and the other executives periodically throughout the year.

Peer Group Compensation Data

•The Company’s internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements.

•The Committee uses this information to assist in setting base salary and to establish annual and long-term compensation targets in accordance with the Plan.

•The Committee annually updates the peer group of bank holding companies in accordance with the following guidelines that were updated in 2021:

•The peer banks will include only publicly-traded, SEC registered, United States bank holding companies (BHCs) with assets ranging from $16.5 billion smaller to $16.5 billion larger than BOKF, per the most recently filed quarterly earnings report, Quarterly Report on Form 10-Q or Annual Report on Form 10-K.

•The peer group size will not be less than 14 nor greater than 24 banks. If asset range causes a group of less than 14 peer banks, the next BHC, greater or smaller in asset size, will be included in the peer bank group.

•The Committee uses the peer bank group for determining comparable executive compensation and relative EPS Growth.

BOK Financial Corporation | 36

The Committee determined the "Peers" for the period ending December 31, 2022:


Financial Institution
Associated Banc-Corp			Prosperity Bancshares, Inc.
BankUnited, Inc.			South State Corporation
Commerce Bancshares, Inc.			Synovus Financial Corp
Cullen/Frost Bankers, Inc.			Texas Capital Bancshares, Inc.
East West Bancorp, Inc.			UMB Financial Corporation
F.N.B. Corporation			Valley National Bancorp
Hancock Whitney Corporation			Webster Financial Corporation
PacWest Bancorp			Western Alliance Bancorporation
Pinnacle Financial Partners, Inc.			Wintrust Financial Corporation

Peer groups used to establish trailing average earnings per share growth are found in our previous proxy statement filings. In 2022, the Committee approved an update to the peer group methodology that will begin with the Company's 2023 peer group. The new methodology expands the asset range, both above and below the Company, broadens the type of banking institutions that may be peers, and has specific geographic constraints. This methodology will be explained in more detail as the 2023 peer group is described in future years.

Components of Executive Compensation

Comparable Executive Position

For purposes of determining salary and setting targets for both annual and long-term incentive, each named executive’s position is compared to the Peers' executive positions, based upon information reported in shareholder proxy statements, as follows (each a “Comparable Executive Position”): the Company’s CEO is compared against the chief executive officers of the Peers; the CFO is compared against the chief financial officers of the Peers; and the named executive officers, other than the CEO and CFO (i.e., Grauer, Maun, and Bagwell), are compared against the highest paid positions of our Peers, excluding the chief executive officer and the chief financial officer.

Salary

In determining base salary of named executives, the Committee is directed by the Plan to compare the median base salary of each named executive to that of the Comparable Executive Position from shareholder proxy statements of the Peers. Adjustments to base salary of a named executive may occur based upon a named executive’s experience, scope and scale of position, performance history and effectiveness in building organizational capabilities. For 2022, the BOK Financial base salary for each of the named executives compared to the median of his Peer was as follows:

BOK Financial Corporation | 37


Executive Name			BOKF Base Pay Compared to Peer Median for Comparable Executive Position
Stacy C. Kymes			98%
Steven E. Nell [1]			110%
Scott B. Grauer			104%
Marc C. Maun			96%
Norman P. Bagwell			102%

[1] Mr. Nell retired effective February 28, 2023.

Executive Incentive Compensation

The Executive Incentive Plan allows the named executives, and certain executives that report directly to, or are designated by, the CEO, to earn (1) an annual cash incentive, which has historically been paid in the first quarter of the year following that to which the service relates, and (2) long-term incentive, which may be paid through the award of stock options, service-based or performance-based restricted stock or restricted stock units (hypothetical Company common stock units), or a combination of the foregoing as determined by the Committee. For 2022, the Committee elected to award long-term incentive in the form of restricted shares and restricted stock units. No annual cash incentive for any one named executive in any year may exceed $2,000,000. No more than 60,000 shares may be issued to a single named executive in any one year. Share-based compensation is awarded based on the closing stock price on the second Friday in January, and is granted on the date on which the Committee approves long-term incentive targets, typically at the February Committee meeting.

Annual Incentive Bonus

The “Annual Incentive Bonus” is determined as follows:

(i)The target Annual Incentive Bonus for each named executive is determined annually by the Committee and is a percentage of base salary. The Committee reviews the median Annual Incentive Bonus for named executives’ Comparable Executive Position and adjusts the target Annual Incentive Bonus based upon factors determined by the Committee such as years in the position, responsibilities and performance (the “Annual Incentive Target”).

(ii)“Earnings Per Share Performance” is the percentile ranking of the Company after (a) calculating the two-year average earnings per share growth (“Average Growth”) for each Peer and for the Company and (b) ranking the Company’s Average Growth compared to the Peer's Average Growth, starting with the highest Average Growth and ending with the lowest Average Growth. A named executive shall earn that portion of his or her Annual Incentive Bonus based upon Earnings Per Share Performance (an “EPS Bonus”) using a linear interpolation pursuant to which 0% of the EPS Bonus shall be earned if the Earnings Per Share Performance is below the 30th percentile, 33% of the EPS Bonus shall be earned if the Earnings Per Share Performance is at the 30th percentile, 100% of the EPS Bonus shall be earned if the Earnings Per Share Performance is at the 50th percentile, and 200% of the EPS Bonus shall be earned if the Earnings Per share Performance is at the 80th percentile or above, as illustrated in the following matrix:

BOK Financial Corporation | 38

(iii)A named executive shall earn that portion of his Annual Incentive Bonus based upon Business Performance (the “Business Performance Bonus”) using a linear interpolation pursuant to which 0% of the Business Performance Bonus shall be earned if Business Performance is below 80%, 33% of the Business Performance Bonus shall be earned if 80% of Business Performance is achieved, 100% of the Business Performance Bonus shall be earned if 100% of Business Performance is achieved, and 200% of the Business Performance Bonus shall be earned if 120% or more of Business Performance is achieved as illustrated in the following matrix:

(iv)Each named executive is eligible to receive 20% of his Annual Incentive Bonus based on the Strategic Objective goal achievement. The Strategic Objectives are established by the Chief Executive Officer and were reviewed and approved by the Committee on February 22, 2022 for service performed in 2022. Strategic Objectives recognize the importance of focus by each named executive on expanding organizational capabilities, optimizing business models, and managing risk.

(v)For 2022, the Annual Incentive Targets and payouts for the named executives are as follows:

BOK Financial Corporation | 39


Annual Incentive Bonus Factors
Executive Name	Target Award % of Base	BOKF EPS Growth(1)		Business Performance(2)		Strategic Objectives		Final Payouts (4)
		Weight	Payout (%) (1)	Weight	Payout (%)	Weight	Achieved (%)(3)	($)	% of Base
Stacy C. Kymes	100%	80%	—%	—%	—%	20%	100%	$196,000	20%
Steven E. Nell	75%	60%	—%	20%	179%	20%	100%	$237,276	42%
Scott B. Grauer	90%	40%	—%	40%	193%	20%	100%	$486,375	87%
Marc C. Maun	80%	40%	—%	40%	200%	20%	120%	$428,480	83%
Norman P. Bagwell	90%	40%	—%	40%	200%	20%	100%	$436,500	90%

(1) For 2022, BOKF Earnings per Share performance percentile rank was 11.1% based on the 2021 peer group, resulting in a 0.0% payout.

(2) Nell's Business Performance is based on overall Company performance; Grauer's Business Performance is based on the Wealth Management business unit performance; Maun's Business Performance is based on the Regional Banking business unit performance; and Bagwell's Business Performance is based on the Texas Markets business unit performance. Targets are established annually by standard Company methodologies.

(3) At the February 28, 2023 Compensation Committee meeting, Kymes, as current CEO, presented his detailed assessments of the executives' performance against the strategic objectives established by the Committee, and the Committee approved those achievement percentages. Kymes' achievement percentage was recommended by the Committee Chair and approved by the Committee on that date.

(4) Final payouts were approved by the Committee on February 28, 2023.

Long Term Incentive Compensation

“Long Term Incentive Compensation” is determined as follows:

(i) The Long Term Incentive Compensation target amount for each Comparable Executive Position at each Peer is calculated based upon such Peer's latest proxy statements (the “Peer Long Term Incentive Compensation Amount”).

(ii) The Long Term Incentive Compensation awarded to each named executive is based upon the median of all the Peer Long Term Incentive Compensation Amounts corresponding to such Plan participant’s Comparable Executive Position, adjusted by the Committee using such factors as years in the position, responsibilities, and performance. The amounts paid to the Executives as restricted stock awards may be found in column (e) of the Summary Compensation Table on page 45.

(iii) For 2022, the named executives were awarded the following percentage of Long Term Incentive Compensation:


Executive Name	2021 LTI Target (as a % of base)	Performance-Based (as a % of target)	Service-Based (as a % of target)
Stacy C. Kymes	210%	100%	-
Steven E. Nell	115%	70%	30%
Scott B. Grauer	125%	70%	30%
Marc C. Maun	100%	70%	30%
Norman P. Bagwell	105%	70%	30%

Long Term Incentive Compensation is paid through the award of service-based restricted stock, performance-based restricted stock, or a combination of service-based and performance-based restricted stock, as determined by the Committee annually prior to March 15 of the applicable year. Service-based and

BOK Financial Corporation | 40

performance-based restricted stock and restricted stock units (hypothetical Company common stock units) are issued pursuant to, and subject to the additional terms of (including restrictions and forfeiture), the BOK Financial Corporation 2009 Omnibus Incentive Plan (the “Omnibus Plan”). Performance-based restricted stock and units vest once earned as described in paragraph (ii) below and generally may not be transferred by the named executive until two years after vesting. Service-based restricted stock and units vest once earned as described in paragraph (iv) below, and generally may not be transferred by the named executive until two years after vesting.

(i)“Long Term Incentive EPS Performance” is the percentile ranking of the Company after (a) calculating the trailing three-year period earnings per share growth (determined as of the second anniversary of the end of the year in respect of which the performance-based restricted stocks were awarded) (the “Three Year EPS Average Growth”) for each Peer and for the Company and (b) ranking the Company’s Three Year EPS Average Growth compared to the Peers’ Three Year EPS Growth Average, starting with the highest Three Year EPS Average Growth and ending with the lowest Three Year EPS Average Growth.

(ii)Each annual award of performance-based restricted stocks or units are reviewed for performance as of the second year-end anniversary of the year in respect of which the performance-based restricted stocks were awarded (the “Reviewed Restricted Stocks”). A named executive shall earn Reviewed Restricted Stocks using a linear interpolation pursuant to which 0% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is below the 30th percentile, 33% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 30th percentile, 100% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 50th percentile, and 200% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 80th percentile or above as illustrated in the following matrix:

(iii)In the event that the Long Term Incentive EPS Performance is such that performance exceeds the target grant (e.g. 120% of target), the named executive receives an additional grant of performance-based restricted stock that equals the difference between the number of performance-based restricted stock that was granted at target and that which was earned pursuant to the immediately preceding paragraph (ii) (e.g. 20%) (the “Shares Exceeding Target”). The vesting and transfer restrictions on the Shares Exceeding Target shall be equal in duration to the Reviewed Restricted Stock. In the event that the Long Term Incentive EPS Performance is such that performance does not exceed the target grant, the named executive shall forfeit the performance-based restricted stock received in accordance with the preceding paragraph (ii) but not earned by the named executive.

BOK Financial Corporation | 41

(iv)To the extent the Company’s earnings per share for the year in which service-based restricted stock or units are granted (the “Service-Based Performance Year”) does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive shall forfeit all the service-based restricted stock granted to him in such Service-Based Performance Year on or before March 15 of the year following the Service-Based Performance Year. To the extent the Company’s earnings per share for the year following the grant of service-based restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive retains all the service-based restricted stock granted to him or her the previous year and such shares shall be earned and vest three years following the second Friday in January of the year in which such shares were granted.

401(k) Plan

Executives may contribute to the BOKF 401(k) Plan (also referenced sometimes as the BOKF Thrift Plan). Employee contributions are matched by the Company up to 6% of base compensation based on years of service and subject to 401(k) Plan limits. For 2022, the Company provided a 5% supplemental match to all eligible matched contributions to the 401(k) Plan. Named executives may direct the investments of their accounts in a variety of options, including BOK Financial common stock.

Perquisites and Other Personal Benefits

Other than participation in the plans and programs described above, benefits which are very immaterial in nature and disclosed in footnote 4 to the Summary Compensation Table on page 45 and benefits which are provided to employees generally such as health and dental insurance, the Company does not provide perquisites or other personal benefits to named executive officers.

Compensation Philosophy and Objectives

The BOK Financial executive compensation program has many objectives, all of which are designed to enhance Company value. Because no single type of compensation award or performance criteria could achieve all objectives, several types of compensation performance criteria and awards are used to achieve the maximum benefit from executive compensation.

There is no pre-established policy or target for allocating executive compensation between cash and equity, long-term and short-term. Rather, the Committee considers its varied objectives, personal performance, Company performance and data regarding peer bank compensation to establish the appropriate level and mix of incentive compensation. The Committee has generally chosen not to consider the benefits to named executives from previously awarded compensation other than to establish a baseline for future compensation.

Company executive compensation objectives include:

Sustained, Above Peer Performance - BOK Financial rewards sustained above peer performance through the Executive Incentive Plan which uses comparative EPS Growth as a metric.

Individual Performance and Teamwork - Annual incentive compensation promotes individual performance with a percentage of annual incentive compensation being based on Business Performance (except for the CEO) and a percentage being based on EPS Growth, with potential downward adjustments for failure to meet individual performance goals. Long-term compensation, which is awarded entirely as equity, promotes teamwork by aligning all executives’ interests with the success of the Company as a whole.

Link Compensation to Operational Results - By using EPS Growth and Business Performance as the metrics for performance, both annual and long-term compensation are directly tied to financial performance of the Company. The Committee also considers the financial success of the Company when determining salary.

BOK Financial Corporation | 42

Competition with Peer Banks - To attract and retain superior executives, BOK Financial strives to provide levels of compensation comparable to competitor banks. The Committee considers peer compensation data when establishing salary and incentive compensation targets.

Align Executive Interests with Shareholder Interests - While BOK Financial does not have a specific policy or target for determining the allocation between equity and cash awards, the Company does promote equity ownership to align executive interests with shareholder interests. All long-term executive compensation is paid in restricted stock. Stock ownership guidelines as described on pages 34 and 35 require executives to retain Company stock.

Change of Control and Termination Benefits

The Company has a limited number of change of control benefits for executive officers. If an executive, or any employee of the Company, is terminated within one year after a “change of control” (as defined in footnote 3 on page 51), and such termination is other than “for cause” (as defined in footnote 4 on page 51), then all unvested performance shares and stock options he or she has been granted vest. Stock options must then be exercised within 90 days of the change of control.

Executive officers receive the same severance benefits as other Company employees which are based upon the amount of time a person has been employed by the Company. The named executives are entitled to receive additional severance pursuant to their employment agreements as more fully described in Potential Payments upon Termination found on page 50. The Company believes that the severance and termination payments help recruit and retain senior executives by protecting them in the event their positions are adversely impacted by an unexpected change in circumstance and are consistent with those offered by competitors.

Equity Grant Policy

In 2019, the equity grant date (the "Grant Date") became the date on which the Committee approves long-term incentive targets, typically at the February Committee meeting. There is no program or policy to coordinate the granting of equity with the release of material non-public information.

Tax and Accounting Considerations

Section 409A of the Internal Revenue Code

If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to substantial risk of forfeiture. In such case, the Service Provider is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit included in the income. The Company believes all deferred compensation benefits currently comply with 409A.

BOK Financial Corporation | 43

Committee Report

The Committee meets as often as necessary to perform its duties and responsibilities. The Committee held three meetings during fiscal year 2022. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Committee, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and delivered to shareholders.

COMPENSATION COMMITTEE

Joseph W. Craft III (Chairman)

Chester E. Cadieux, III

David F. Griffin

George B. Kaiser

Steven J. Malcolm

E.C. Richards

Claudia San Pedro

BOK Financial Corporation | 44

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table provides summary information concerning the compensation of the named executive officers for the past three fiscal years.


Executive Name and Principal Position	Year	Salary		Bonus(1)		Stock Awards(2)		Option Award		Non-Equity Incentive Plan Compensation(3)		Change in Pension Value & Nonqualified Deferred Compensation Earnings(4)		All Other Compensation(5)		Total
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Stacy C. Kymes President & Chief Executive Officer	2022	$	980,000	$	100,000	$	2,057,989	$	—	$	196,000	$	1,283	$	93,962	$	3,429,234
	2021	$	609,167	$	—	$	609,464	$	—	$	698,618	$	1,864	$	77,807	$