BancFirst : Latest Proxy

	BancFirst Corporation
	100 N. Broadway Ave.
	Oklahoma City, Oklahoma 73102
	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE	May 25, 2023.
TIME	9:30 a.m., local time.
PLACE	BancFirst Tower, 34th Floor, Petroleum Club, John Nichols Room,
	100 North Broadway Avenue, Oklahoma City, Oklahoma 73102.
	The meeting can also be accessed virtually via conference call by the following dial in number along with
	the accompanying access code. Dial in number: 1-408-418-9388. Access code: 2496 534 0735

ITEMS OF BUSINESS 1. To elect the 18 directors nominated by our board of directors and named in the accompanying proxy statement;

1. To approve the BancFirst Corporation Restricted Stock Unit Plan;
2. To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
3. Advisory vote to approve executive compensation;
4. Advisory vote on the frequency of the Company's executive compensation vote; and
5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

RECORD DATE	In order to vote, you must have been a shareholder at the close of business on March 31, 2023.
PROXY VOTING	Whether or not you attend the meeting in person or via conference call, it is important that your shares be
	represented and voted. Please vote your shares electronically through the Internet or by telephone or by
	completing, signing and dating your proxy card and returning it as soon as possible in the enclosed,
	postage−paid envelope. This proxy is revocable. You can revoke this proxy at any time prior to its exercise
	at the meeting by following the instructions in the proxy statement. Voting on the Internet or by telephone
	will eliminate the need to return a paper proxy card.
	By Order of the Board of Directors:
	Randy Foraker
	Secretary

Oklahoma City, Oklahoma

April 5, 2023

BANCFIRST CORPORATION
2023 ANNUAL MEETING
PROXY STATEMENT
TABLE OF CONTENTS
	Page
About the Annual Meeting	1
How Do I Vote?	4
Matters to be Voted On	5
Proposal 1: Election of 18 Directors	5
Proposal 2: Approve the BancFirst Corporation Restricted Stock Unit Plan	6
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm	7
Proposal 4: Advisory Vote to Approve Executive Compensation	8
Proposal 5: Advisory Vote on the Frequency of the Company's Executive Compensation Vote	8
Corporate Governance	9
Director Independence	9
Board Refreshment and Assessment	9
Directors of BancFirst Corporation	12
Board Structure and Committee Composition	16
Board Leadership Structure and Risk Oversight	16
Board Committees	17
Anti-Hedging Policy	18
Corporate Code of Conduct	19
Shareholder Communications with the Board	19
Compensation Committee Report	20
Compensation Committee Interlocks and Insider Participation	20
Audit Committee Report	21
Transactions with Related Persons	22
Executive Officers	23
Management Succession	23
Executive Compensation	23
Compensation Discussion and Analysis	23
Objectives of our Compensation Program	23
Executive Participation in Committee Discussions	24
Executive Compensation Program	24
Base Salary	25
Annual Performance-Based Incentive Pay	25
Long-Term Awards	28
Benefits Available to All Employees	29
Perquisites	29
Employment Arrangements	29
Deductibility of Named Executive Officers Compensation	29
Summary Compensation Table	30
Grants of Plan-Based Awards	30
Outstanding Equity Awards at Fiscal Year-End	31
Option Exercises	31
Equity Compensation Plan Information	31
Supplemental Retirement Benefits	31
Potential Payments upon Termination or Change-in-Control	32
Pay Ratio Disclosure	32
Pay versus Performance	33
Director Compensation	37
Stock Ownership	39
Certain Beneficial Owners	39
Directors and Officers	40
Delinquent 16(a) Reports	41
Proposals for the 2024 Annual Meeting of Shareholders	41
Other Matters	41
Appendix A: BancFirst Corporation 2023 Restricted Stock Unit Plan	A-1

BancFirst Corporation

100 N. Broadway Ave.

Oklahoma City, Oklahoma 73102

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation by the Board of Directors of BancFirst Corporation of proxies to be used at our 2023 Annual Meeting of Shareholders (the "Annual Meeting"). In this proxy statement, we refer to the Board of Directors as the "Board," to BancFirst Corporation as "we," "us," "our" or the "Company," and to our wholly-owned subsidiaries, BancFirst, as "BancFirst", Pegasus Bank as "Pegasus" and Worthington Bank as "Worthington." This proxy statement, the accompanying proxy card or voter instruction card and our 2022 Annual Report on Form 10−K were first mailed to shareholders on or about April 11, 2023. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

What matters will be voted on at the Annual Meeting?

You will be voting on:

• Proposal 1: To elect the 18 directors nominated by our Board and named in this proxy statement;
• Proposal 2: To approve the BancFirst Corporation Restricted Stock Unit Plan;
• Proposal 3 To ratify the selection of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
• Proposal 4: To consider an advisory vote to approve the compensation of named executive officers;
• Proposal 5: To consider an advisory vote on the frequency of advisory votes to approve the compensation of named executive officers; and
• Such other business as may properly come before the meeting or any adjournments or postponements thereof.

What are the Board's recommendations?

The Board recommends a vote:

• for the election of the 18 directors nominated by our Board and named in this proxy statement;
• for the approval of the BancFirst Corporation Restricted Stock Unit Plan;
• for the ratification of the selection of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
• for the approval of named executive officers compensation; and
• one year as the frequency of holding the advisory vote on compensation of named executive officers.

Who is entitled to vote at the Annual Meeting?

The Board set March 31, 2023 as the record date for the Annual Meeting (the "record date"). You are entitled to vote if you were a shareholder of record of our common stock as of the close of business on March 31, 2023. Your shares can be voted at the Annual Meeting only if you are attending via conference call, are present in person or represented by a valid proxy.

How many votes do I have?

You will have one vote for each share of our common stock you owned at the close of business on the record date, provided those shares are either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other nominee. There are no voting restrictions on our common stock.

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What is the difference between holding shares as a shareholder of record and beneficial owner?

Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, BancFirst Trust and Investment Management, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote during the Annual Meeting. If you wish to grant a proxy, we have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares during the Annual Meeting, unless you request, complete and deliver a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.

What will happen if I do not vote my shares?

Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by proxy card or during the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non- routine matters result in what are commonly referred to as "broker non-votes."

The election of directors (Proposal No. 1), the proposal to approve the BancFirst Corporation Restricted Stock Unit Plan (Proposal No. 2), the advisory vote on executive compensation (Proposal No. 4) and the frequency of future advisory votes (Proposal No. 5) are considered non-routine matters under the rules and regulations promulgated by NASDAQ and approved by the Securities and Exchange Commission ("SEC"). Consequently, brokers may not vote uninstructed shares on these proposals. The ratification of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023 (Proposal No. 3) is considered a routine matter under the rules and regulations promulgated by NASDAQ and approved by the SEC. Consequently, brokers may vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal.

Abstentions and broker non-votes are counted as shares that are present for purposes of determining whether a quorum is present at the Annual Meeting. However, for purposes of determining whether a proposal is approved, abstentions and broker non-votes are tabulated separately. The effect of abstentions and broker non-votes depends on the vote required for a particular proposal. See "What vote is required to approve each proposal," below, for a description of the effect of abstentions and broker non-votes on such proposal.

If you do not give your broker voting instructions, your broker will only be entitled to vote your shares on Proposal 3. We urge you to provide instructions to your broker, bank or other nominee so that your votes may be counted on all of these important matters.

How many votes can be cast by all shareholders?

Each share of BancFirst Corporation common stock is entitled to one vote. There is no cumulative voting. We had 32,899,493 shares of common stock outstanding and entitled to vote on the record date.

How many votes must be present to hold the Annual Meeting?

A majority of our outstanding shares of common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a "quorum." Shares that are present and entitled to vote on one or more of the matters to be voted upon at the Annual Meeting are counted as present for establishing a quorum. Both abstentions and broker non- votes are counted as present for the purpose of determining the presence of a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.

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What vote is required to approve each proposal?

Proposal 1: Election of 18 Directors

The election of directors requires the affirmative vote of the holders of at least a majority of the common stock voted for uncontested elections. Each director nominee who receives at least a majority of the common stock voted will be elected as a director for the ensuing one year. However, 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. Abstentions will have the same effect as votes "against" this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 2: Approval of the BancFirst Corporation Restricted Stock Unit Plan

This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstentions and broker non-votes will have the same effect as a vote "against" this proposal.

Proposal 3: Ratification of the selection of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023

This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstentions will have the same effect as a vote "against" this proposal.

Proposal 4: Advisory vote to approve the compensation of the named executive officers

The advisory approval of this resolution requires the affirmative vote of a majority of the shares of common stock represented via conference call, present in person or by proxy at the Annual Meeting and eligible to vote. Abstentions will have the same effect as a vote "against" this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 5: Advisory vote on the frequency of future advisory votes to approve the compensation of the 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 three distinct options (one, two, or three years). The choice among the three choices included in this proposal receiving the most votes, via conference call, present in person or by proxy, will be deemed the choice of the shareholders. Abstentions and broker non-votes will have no effect on the vote for this proposal.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy at any time before it is exercised by:

• delivering to the Company at any time before the annual meeting is called to order, by our corporate secretary, a written notice of revocation addressed to BancFirst Corporation, 100 N. Broadway Ave., Oklahoma City, Oklahoma 73102, Attention: Corporate Secretary;
• casting a new vote over the Internet by visiting the website www.proxypush.com/BANF and following the instructions in your proxy materials or the proxy card provided to you before the Internet voting deadline of 9:30 a.m., Central Time, on May 25, 2023;
• casting a new vote over the Telephone by calling 1-866-870-6370 and following the simple recorded instructions before the phone voting deadline of 9:30 a.m., Central Time on May 25, 2023;
• by mailing a valid, later-dated proxy to the secretary of the Company at least five business days before the Annual meeting; or
• attending the annual meeting and voting in person.

However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker, bank or nominee.

What does it mean if I receive more than one proxy or voting instruction card?

It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

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