DEF 14A of Cullen/Frost Bankers, Inc., Mar 8, 2024

DEF 14A of Cullen/Frost Bankers, Inc.

Filed Mar 8, 2024 · FY20230000039263-24-000025

Open on EDGAR

  1. Board Composition of Director Nominee Slate

    Board Composition of Director Nominee Slate

  2. Board Composition of Director Nominee Slate

    | Total Diversity | | 46% |

  3. Board Composition of Director Nominee Slate

    | Name | Age | Director Since | Independent | Occupation | | Carlos Alvarez | 73 | 2001 | Yes | Chairman, The Gambrinus Company | | Hope Andrade | 73 | 2024 | Yes | Partner, Go Rio San Antonio River Cruises and Co-founder, Andrade Van De Putte & Associates | | Chris M. Avery | 69 | 2015 | Yes | Chairman, James Avery Craftsman, Inc. | | Anthony R. Chase | 69 | 2020 | Yes | Chairman and CEO, ChaseSource LP | | Cynthia J. Comparin | 65 | 2018 | Yes | Founder and Former CEO, Animato Technologies Corp. | | Samuel G. Dawson | 63 | 2017 | Yes | CEO, Pape-Dawson Consulting Engineers, LLC | | Crawford H. Edwards | 65 | 2005 | Yes | President, Cassco Development Co., Inc. | | Phillip D. Green | 69 | 2016 | No | Chairman of the Board and CEO of Cullen/Frost and Frost Bank | | David J. Haemisegger | 70 | 2008 | Yes | President, NorthPark Management Company | | Charles W. Matthews | 79 | 2010 | Yes | Former Vice President, General Counsel, Exxon Mobil Corporation | | Joseph A. Pierce | 55 | 2022 | Yes | Senior Vice President and General Counsel, AMB Sports and Entertainment | | Linda B. Rutherford | 57 | 2022 | Yes | Chief Administration Officer, Southwest Airlines | | Jack Willome | 77 | 2023 | Yes | Former President, Ellison Industries |

  4. Board Skills and Experience of Director Nominees

    Board Skills and Experience of Director Nominees The Board of Directors of Cullen/Frost (the "Board") believes that it has the right mix of qualifications, skills, experience, and perspectives that allow it to fulfill its responsibilities, including overseeing management’s execution of our corporate strategy, which is designed to create long-term shareholder value. The information below shows how the Board’s collective qualifications, skills, and experience relate to the Company’s culture and corporate strategy. For biographical information regarding each of our directors and their individual qualifications, skills, and experience see, "Election of Directors (Proposal No. 1)."

  5. Board Skills and Experience of Director Nominees

    | Audit and Finance | Experience in corporate finance and audit matters. | Human Capital Management | Experience in managing people and related employment issues including, but not limited to, compensation. | | Corporate Governance | Experience in corporate governance and regulatory matters. | Leadership | Experience as a CEO, senior executive or leader of significant operations. | | Culture | Has values and reputation that align with the Frost core values. | Risk Management | Experience in identifying, analyzing, or mitigating operational, regulatory, or other business-related risks. |

  6. GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

    GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

  7. 2023 Director Compensation

    2023 Director Compensation

  8. Director Compensation Table

    Director Compensation Table

  9. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Carlos Alvarez | 85,000 | 79,982 | 164,982 | | Chris M. Avery | 97,500 | 79,982 | 177,482 | | Anthony R. Chase | 101,500 | 79,982 | 181,482 | | Cynthia J. Comparin | 105,000 | 79,982 | 184,982 | | Samuel G. Dawson | 101,500 | 79,982 | 181,482 | | Crawford H. Edwards | 95,000 | 79,982 | 174,982 | | David J. Haemisegger | 94,000 | 79,982 | 173,982 | | Charles W. Matthews | 169,000 | 79,982 | 248,982 | | Joseph A. Pierce | 92,500 | 79,982 | 172,482 | | Linda B. Rutherford | 101,500 | 79,982 | 181,482 | | Jack Willome | 89,376 | 79,982 | 169,358 |

  10. Director Compensation Table

    (1)Ms. Andrade is not included in this table as she was appointed to the Board on January 24, 2024. Messrs. Green and Frost are not included in this table because they are a current or former executive officer of the Company, respectively, and receive no compensation for their service as directors. For further information on the compensation paid to Mr. Green, as well as his holdings of stock awards and option awards, see the Compensation Discussion and Analysis section and the 2023 Grants of Plan Based Awards and Outstanding Equity Awards at 2023 Fiscal Year-End tables in this proxy statement. (2)Amounts shown as Fees Earned or Paid in Cash represent fees paid for serving on the Boards of Directors of both Cullen/Frost and Frost Bank. (3)Amounts shown represent the grant date fair value of deferred stock units granted to the non-employee directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. On April 26, 2023, each non-employee director was granted 773 deferred stock units. The closing price of our stock on that day was $103.47. The following information indicates the aggregate number of deferred stock units previously awarded and outstanding for the following directors as of December 31, 2023:

  11. Director Compensation Table

    | Name | Deferred Stock Units Outstanding (#) | | Carlos Alvarez | 9,382 | | Chris M. Avery | 5,096 | | Anthony R. Chase | 2,913 | | Cynthia J. Comparin | 3,497 | | Samuel G. Dawson | 4,464 | | Crawford H. Edwards | 9,382 | | David J. Haemisegger | 8,837 | | Charles W. Matthews | 7,676 | | Joseph A. Pierce | 773 | | Linda B. Rutherford | 1,371 | | Jack Willome | 773 |

  12. Director Compensation Table

    Non-employee directors receive an annual cash retainer as well as cash retainer fees for service on Committees either as a Committee Chair or a Committee Member. In addition, non-employee directors receive an annual equity grant in the form of deferred stock units. The deferred stock units are fully vested upon grant and entitle the holders to receive equivalent dividend payments at the time such dividends are declared on our common stock. Each deferred stock unit held by a non-employee director is settled in one share of our common stock upon retirement from the Board. The Compensation and Benefits Committee has the authority to review and make recommendations to the Board with respect to the components and amount of Board compensation. Periodically, but not less than every two years, the Compensation and Benefits Committee directs its compensation consultant to provide an independent assessment of the Board's compensation program. The consultant analyzes and compares our Board compensation program against the same peer group used to benchmark executive officer compensation. The Compensation and Benefits Committee targets total Board compensation levels at a competitive range of peer group total Board compensation. The Compensation and Benefits Committee considers total aggregate Board compensation and other factors when making recommendations to the Board for approval. The following are the 2023 fees paid to non-employee directors annually for their service:

  13. Director Compensation Table

    | Fee | ($) | | Annual Retainer: | | | Annual Cash Retainer | 70,000 | | Lead Director Retainer | 25,000 | | Committee Retainer Fees: | | | Audit Chair | 30,000 | | Audit Member | 14,000 | | Compensation and Benefits Chair | 20,000 | | Compensation and Benefits Member | 10,000 | | Corporate Governance and Nominating Chair | 20,000 | | Corporate Governance and Nominating Member | 7,500 | | Risk Chair | 20,000 | | Risk Member | 10,000 | | Technology Chair | 10,000 | | Technology Member | 5,000 | | Executive Non-Management Member | 5,000 | | Equity Grant: | | | Deferred Stock Units Target Value | 80,000 |

  14. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Set forth below are each of the director nominees for the Annual Meeting. The nominees listed below have been nominated to serve for a one-year term expiring in 2025. If any nominee is unable to serve, the individuals named as proxies on the enclosed proxy card will vote the shares to elect the remaining nominees and any substitute nominee or nominees designated by the Board. There are no arrangements or understandings between any director nominee of Cullen/Frost and any other person regarding such nominee's election.

  15. ELECTION OF DIRECTORS

    | CARLOS ALVAREZ | | | | | CHAIRMAN | Committee Membership: | | | THE GAMBRINUS COMPANY | | | | Age: 73 | Risk | | | Director Since: 2001 | Technology | | | Independent | | | Qualifications: | | | | Extensive experience in all facets of business, including operations and sales as well as an understanding of the role marketing and branding plays in the success of a company and knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. Carlos Alvarez is Chairman and former CEO of The Gambrinus Company, which he founded in 1986 when he moved from his native Mexico with his family to San Antonio. The Gambrinus Company is a leading U.S. craft brewer and marketer with breweries in Shiner, TX (The Spoetzl Brewery) and Berkeley, CA (Trumer Brewery). Mr. Alvarez is committed to education and has served on the board of trustees of School Year Abroad and Saint Mary's Hall (San Antonio) and is a member of the Chancellor’s Circle for the University of Texas system. Mr. Alvarez has made significant contributions to these and other educational institutions' endowment programs, particularly those that drive greater international engagement. In 2021, the University of Texas San Antonio College of Business was renamed the Carlos Alvarez College of Business in honor of the significant contributions he and his wife Malύ have made to the school. Mr. Alvarez is a board member of the World Affairs Council of America (Washington, D.C.) and the World Affairs Council of San Antonio, which he previously served as Chairman; and he serves on the boards of Davidson College (Davidson, NC), Foreign Policy Association (New York, NY), Tobin Center for the Performing Arts, Haven for Hope, and the United Way of San Antonio. | | |

  16. ELECTION OF DIRECTORS

    | HOPE ANDRADE | | | | | PARTNER | Committee Membership: | | | GO RIVER SAN ANTONIO RIVER CRUISES | | | | Age: 73 | Audit | | | Director Since: 2024 | Risk | | | Independent | | | Qualifications: | | | | Significant experience in the operation and marketing of a small business as well as extensive leadership in governmental and regulatory matters and knowledge of the communities that we serve. | | | | Biographical Information: | | | | Ms. Andrade is a partner with Go Rio San Antonio River Cruises and is the co-founder and partner of Andrade-Van de Putte & Associates which is a bipartisan consulting firm focused on bridging the gap between government entities and the business community. She served as Texas' 107th Secretary of State from 2008 to 2012 as well as the Commissioner Representing Employers for the Texas Workforce Commission from 2013 to 2015 and the Commissioner and Chair of the Texas Department of Transportation from 2003 to 2008. Ms. Andrade is a board member of the Alamo Trust, the Great Springs Project, and the Southwest Research Institute. She is also an investor and on the board of Missions Baseball Club. | | |

  17. ELECTION OF DIRECTORS

    | CHRIS M. AVERY | | | | | CHAIRMAN | Committee Membership: | | | JAMES AVERY CRAFTSMAN, INC. | | | | Age: 69 | Compensation and Benefits | | | Director Since: 2015 | Corporate Governance and Nominating | | | Independent | Technology | | Qualifications: | | | | Considerable experience in business operations and management, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Dr. Chris M. Avery is Chairman and former CEO and President of James Avery Craftsman, Inc., a family-owned company founded by his father in 1954, to create finely crafted jewelry designs. Dr. Avery has served on the James Avery Craftsman, Inc. board of directors since 1989. A licensed physician and board-certified anesthesiologist, he left his profession as Chief of Anesthesia at Sid Peterson Memorial Hospital in Kerrville, Texas in 1991 to assist in the transition and direction of the family business. He became President and Chief Operating Officer in 1991 and later assumed the roles of CEO and Chairman of the Board in May 2007. Under his leadership, James Avery Craftsman, Inc., has become a national brand that designs, manufactures and sells jewelry in its own stores across the United States. Dr. Avery earned a bachelor's degree in biology from Stephen F. Austin State University and a medical degree from the University of Texas Medical School at San Antonio (now the University of Texas Health Science Center at San Antonio). Dr. Avery is a former President of the Fredericksburg Hospital Authority board of directors and has served on the boards of Hill Country Memorial Hospital in Fredericksburg, Texas and Sid Peterson Hospital in Kerrville. | | |

  18. ELECTION OF DIRECTORS

    | ANTHONY ("TONY") R. CHASE | | | | | CHAIRMAN AND CEO | Committee Membership: | | | CHASESOURCE, LP | | | | Age: 69 | Audit | | | Director Since: 2020 | Compensation and Benefits | | | Independent | Corporate Governance and Nominating | | Qualifications: | | | | Considerable experience in corporate governance, banking, regulatory and real estate matters, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. Anthony R. Chase is Chairman and CEO of ChaseSource, LP, a staffing, facilities management, and real estate development firm. Mr. Chase started and sold three ventures (Chase Radio Partners, Cricket Wireless and ChaseCom) and now owns and operates his fourth, ChaseSource. The first, Chase Radio Partners, founded in 1992, owned seven radio stations and was sold to Clear Channel Communications in 1998. The second was Cricket Wireless a nationwide cell phone service provider that he started together with Qualcomm in 1993. He opened the first Cricket markets in Chattanooga and Nashville, TN. The third was ChaseCom, a company that built and operated call centers in the United States and India which he sold to AT&T Corporation in 2007. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principal Auto Toyota dealership in greater Memphis, TN. Mr. Chase serves on several non-profit boards in Houston: Houston Endowment, Greater Houston Partnership, Texas Medical Center, MD Anderson Board of Visitors, and the Greater Houston Community Foundation. Mr. Chase previously served as Deputy Chairman of the Federal Reserve Bank of Dallas and the Chairman of the Greater Houston Partnership. He is also a member of the Council on Foreign Relations. Mr. Chase serves on the boards of LyondellBasell Industries N.V., Nabors Industries Ltd. and Par-Pacific Holdings, Inc. and previously served on the Board of Heritage Crystal Clean, Inc. until 2022. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center. | | |

  19. ELECTION OF DIRECTORS

    | CYNTHIA J. COMPARIN | | | | | FOUNDER AND FORMER CEO | Committee Membership: | | | ANIMATO TECHNOLOGIES CORP. | | | | Age: 65 | Audit | | | Director Since: 2018 | Technology | | | Independent | | | Qualifications: | | | | Considerable leadership experience as a former CEO and as a board member, knowledge and experience in the technology industry, including cybersecurity and extending technology to customers, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Ms. Cynthia J. Comparin is the founder and retired CEO of Animato Technologies Corp., a private company providing business and technology solutions to enterprise clients. She held various senior executive positions in multibillion-dollar global technology corporations throughout her career. Prior to establishing Animato, Ms. Comparin created and was president of Alltel’s Enterprise Network Services Division, providing consulting, integration, and operations services to worldwide customers. Before Alltel, Ms. Comparin was Vice President and General Manager for Nortel's Network Transformation Services Division, general manager of Latin America for Recognition International, a global technology company, and spent 10 years in various U.S.-based and international management positions at EDS, which was later acquired by HP. Ms. Comparin is an independent director of Universal Display Corporation, where she serves on the Audit Committee. She is a former director of Black Box Corporation, a NASDAQ-listed company sold in 2019. She is a National Association for Corporate Directors fellow and Board member of Latino Corporate Directors Association. Ms. Comparin also holds a certificate of Systemic Cyber Risk Governance for Corporate Directors. | | |

  20. ELECTION OF DIRECTORS

    | SAMUEL G. DAWSON | | | | | CEO | Committee Membership: | | | PAPE-DAWSON CONSULTING ENGINEERS, LLC | | | | Age: 63 | Audit | | | Director Since: 2017 | Compensation and Benefits | | | Independent | Corporate Governance and Nominating | | Qualifications: | | | | Significant experience in business operations and management skills, familiarity with issues related to human resources, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. Samuel G. Dawson is CEO of Pape-Dawson Consulting Engineers, LLC, one of the largest engineering firms in Texas, with offices in Austin, Corpus Christi, Dallas, Fort Worth, Houston, New Braunfels, San Antonio, and Orlando, Florida. He graduated from The University of Texas at Austin with a B.S. degree in Civil Engineering. In addition to managing the engineering firm, Mr. Dawson is a community leader who has contributed countless hours to various Texas organizations. He has served as President or Chairman of: Greater San Antonio Chamber of Commerce, The University of Texas Engineering Advisory Board, Trinity Baptist Church Deacon Council, The University of Texas at San Antonio Engineering Advisory Council, The Witte Museum Board, Texas Society of Professional Engineers, American Society of Civil Engineers, Rotary Club of San Antonio, San Antonio Mobility Coalition, Professional Engineers in Private Practice and Tobin Center for the Performing Arts. Mr. Dawson presently serves as Past Chairman of the Board of Southwest Research Institute and is currently Vice Chair of the Board of Haven for Hope. He is Chairman Elect of the Executive Committee of the University of Texas System Chancellors Council. In 2013, Mr. Dawson was inducted into the University of Texas at Austin Cockrell School of Engineering Department of Civil, Architectural and Environmental Engineering Academy of Distinguished Alumni and in 2017 was recognized as a Distinguished graduate of the Cockrell School of Engineering. | | |

  21. ELECTION OF DIRECTORS

    | CRAWFORD H. EDWARDS | | | | | PRESIDENT | Committee Membership: | | | CASSCO DEVELOPMENT CO. | | | | Age: 65 | Risk | | | Director Since: 2005 | Technology | | | Independent | | | Qualifications: | | | | Extensive experience in business operations, management, and real estate, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. Crawford H. Edwards is President of Cassco Development Co., Inc. A native of Fort Worth, Mr. Edwards is the fifth generation of his family involved in managing his family’s ranching business. Since 2005, he has been engaged in the investing in and managing of commercial real estate. After graduating with a bachelor of general studies degree from Texas Christian University and the TCU Ranch Management program, he worked as a petroleum landman in Midland, Texas. Mr. Edwards serves on the board of directors of the following organizations: Texas and Southwestern Cattle Raisers Association, the Southwestern Exposition Livestock Show, and the National Finance Credit Corporation. He is a past board member of All Saints Episcopal School, Big Brothers Big Sisters, North Texas Community Foundation, and Visit Fort Worth. | | |

  22. ELECTION OF DIRECTORS

    | PHILLIP D. GREEN | | | | | CHAIRMAN AND CEO | Committee Membership: | | | CULLEN/FROST AND FROST BANK | | | | Age: 69 | Executive | | | Director Since: 2016 | Risk | | Qualifications: | | | | Over 43 years of financial services experience at Cullen/Frost, including significant leadership experience and critical insight on Cullen/Frost's business and operations, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Phil Green serves as Chairman and Chief Executive Officer of Cullen/Frost Bankers, Inc., and Frost Bank. He joined the Cullen/Frost organization in July 1980 and served in a number of managerial positions in the Company's financial division before being named Chief Financial Officer in 1995, a position he held until 2015 when he was named President of Cullen/Frost. He became Chairman and CEO in 2016. During his tenure at Frost, the Company has become one of the nation’s 50 largest banks and has increased its common stock dividend for 30 consecutive years. He launched expansion projects to double the number of locations in the Houston and Austin regions and triple the number of Dallas-area locations. At the same time, Frost has won numerous accolades for excellence and customer service, receiving the highest ranking in customer satisfaction in Texas in the J.D. Power U.S. Retail Banking Satisfaction Study for 14 consecutive years, and earning the most Greenwich Excellence Awards for service to business clients among banks nationwide for eight consecutive years. Frost has also ranked highly in the American Banker/Reputation Institute Survey of Bank Reputations and Forbes magazine’s list of America's 100 Best Banks. Mr. Green is a Past Chair of the Greater San Antonio Chamber of Commerce and currently serves as an executive board member. He is a founding member of the Corporate Partners for Racial Equity. He sits on the Board of Directors and chairs the Investment Committee of the Southwest Research Institute. He serves on the University of Texas at Austin Chancellor’s Council Executive Committee, the McCombs School of Business Advisory Council, and the McCombs Scholars Program committee. Mr. Green was inducted into the McCombs School of Business Hall of Fame in November of 2023. Mr. Green serves as Board Chair of The Tobin Center for the Performing Arts. He serves on the University of Texas San Antonio Campaign Leadership Council and is a member of the Mid-Sized Bank Coalition where he is a former executive committee member. Mr. Green is a member of the Executive Committee and Board of Trustees of the United Way of San Antonio and Bexar County and serves as the Campaign Chair for their 2024 campaign. He previously served on the Federal Reserve Board’s Federal Advisory Council, serving the Fed's 11th District. Mr. Green graduated with honors from the University of Texas at Austin in 1977, earning a bachelor's degree in accounting. Prior to joining Frost, he spent three years in public accounting with Ernst & Ernst. Mr. Green and his wife, Sandy, have been married for 47 years and have six grown children. | | |

  23. ELECTION OF DIRECTORS

    | DAVID J. HAEMISEGGER | | | | | PRESIDENT | Committee Membership: | | | NORTHPARK MANAGEMENT COMPANY | | | | Age: 70 | Audit | | | Director Since: 2008 | Risk | | | Independent | | | Qualifications: | | | | Experience in banking, business operations, management and real estate, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. David J. Haemisegger is President of the NorthPark Management Company, which manages NorthPark Center, a major shopping mall in Dallas, Texas. After graduating with a B.A. degree from Princeton University in his native New Jersey, he earned an MBA degree from the Wharton School at the University of Pennsylvania. He was President and Chief Operating Officer of the Raymond D. Nasher Company until 1995, when he became President of NorthPark Management Company. Mr. Haemisegger is President and Chairman of the Board of Trustees and the Acquisition, Audit and Finance Committees at both the Nasher Foundation and the Nasher Sculpture Center. Mr. Haemisegger is a member of the Princeton University Art Museum Advisory Council, the Duke University Art Museum Board of Advisors, the Graduate Executive Board for the Wharton School at the University of Pennsylvania, and the Director’s Council of the Harvard Art Museums. Mr. Haemisegger is a former member of the board of directors and the Audit, Loan and Executive Committees of NorthPark National Bank. | | |

  24. ELECTION OF DIRECTORS

    | CHARLES W. MATTHEWS | | | | | FORMER GENERAL COUNSEL | Committee Membership: | | | EXXON MOBIL CORPORATION | | | | | Audit | | | Age: 79 | Compensation and Benefits | | | Director Since: 2010 | Corporate Governance and Nominating | | | Lead Independent Director | Executive | | | | Risk | | | | Technology | | Qualifications: | | | | Experience in corporate governance, regulatory compliance, and in-depth knowledge of the opportunities and challenges facing energy companies, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Mr. Charles W. Matthews, formerly General Counsel of Exxon Mobil Corporation, spent his entire career at Exxon, the world’s largest energy company. A native of Houston, he graduated from The University of Texas at Austin with a B.A. degree in government. He also earned a J.D. degree from the University of Houston and joined Humble Oil, now known as Exxon-Mobil, upon graduation. He rose in the law department to become Vice President and General Counsel of Exxon Mobil. He was responsible for coordinating the legal and regulatory efforts to facilitate the merger between Exxon Corporation and Mobil Corporation. As General Counsel, Mr. Matthews oversaw the company's law department, consisting of more than 460 lawyers with offices in 40 countries. He is a former member of the advisory board and past Chairman of the University of Houston Law Foundation. Mr. Matthews is also past Chairman and past President of the University of Texas Ex-Students Association and past-member of the Texas Exes Scholarship Foundation and member of the Board of the University of Texas Foundation. Within the last five years, he served on the board of Trinity Industries Inc. Mr. Matthews is past Chairman of Texas Cultural Trust where he continues to serve on the Board. | | |

  25. ELECTION OF DIRECTORS

    | JOSEPH A. PIERCE | | | | | SENIOR VICE PRESIDENT AND GENERAL COUNSEL | Committee Membership: | | | AMB SPORTS & ENTERTAINMENT | | | | Age: 55 | Compensation and Benefits | | | Director Since: 2022 | Corporate Governance and Nominating | | | Independent | Technology | | Qualifications: | | | | Experience working in the financial services industry as well as risk management, legal, and marketing expertise. | | | | Biographical Information: | | | | Mr. Joseph A. Pierce has served as the Senior Vice President and General Counsel for AMB Sports & Entertainment since December 2020. He previously served as the Senior Vice President and Chief Legal Officer of the Charlotte Hornets from October 2019 to December 2020 and the Vice President and General Counsel from October 2014 until October 2019. Prior to joining the Hornets organization, Mr. Pierce was Senior Vice President and Associate General Counsel of Global Marketing and Corporate Affairs at Bank of America. Mr. Pierce is a native San Antonian and holds a Bachelor of Science degree in finance from Georgetown University and dual Juris Doctorate and Master of Business Administration degrees from the University of Pennsylvania Law School and the Wharton School of Business. Mr. Pierce currently serves as an Advisory Director to the Crawford Group. | | |

  26. ELECTION OF DIRECTORS

    | LINDA B. RUTHERFORD | | | | | CHIEF ADMINISTRATION OFFICER | Committee Membership: | | | SOUTHWEST AIRLINES CO. | | | | Age: 57 | Audit | | | Director Since: 2022 | Compensation and Benefits | | | Independent | Corporate Governance and Nominating | | Qualifications: | | | | Significant business operations and management skills, familiarity with issues related to human capital management and organizational culture, as well as knowledge of the communities we serve. | | | | Biographical Information: | | | | Ms. Rutherford is the Chief Administration Officer at Dallas-based Southwest Airlines, the nation's largest airline in terms of domestic customer boardings. She is known for creating and leading powerful teams that equip, empower, and engage the business to serve its people and customers. In her role, she provides executive leadership for Culture & Communications, Diversity, Equity & Inclusion, Internal Audit, People (Human Resources), Talent and Leadership Development, Total Rewards, Technology, Southwest Airlines University, and Artificial Intelligence & Data Transformation. She has been with Southwest since 1992 and has held several leadership positions, including Chief Administration and Communications Officer, Executive Vice President People & Communications, Senior Vice President & Chief Communications Officer, Vice President and Communications Officer, and Vice President Communications and Strategic Outreach. Prior to joining Southwest, she began her career with Newsweek magazine in New York and was a journalist in the Dallas area, including working for the Dallas Times Herald. Ms. Rutherford serves on several local and national nonprofit and community outreach boards. She has a bachelor of arts degree in journalism from Texas Tech University. She is married to Michael, and together they are proud parents to Allison and Matthew. | | |

  27. ELECTION OF DIRECTORS

    | JACK WILLOME | | | | | FORMER PRESIDENT | Committee Membership: | | | ELLISON INDUSTRIES | | | | Age: 77 | Audit | | | Director Since: 2023 | Compensation and Benefits | | | Independent | Corporate Governance and Nominating | | Qualifications: | | | | Financial, accounting, and real estate experience as well as experience as a board member of other banks and knowledge of the communities that we serve. Mr. Willome was instrumental in helping Frost produce our Frost philosophy in written form, known as the Frost Blue Book. | | | | Biographical Information: | | | | Mr. Willome was the President of Ellison Industries, a leading home builder in San Antonio, from 1979 until the company's sale in 1996 and prior to that was the Chief Financial Officer from 1975 to 1978. Mr. Willome is a consultant and facilitator, helping numerous organizations, families and individuals develop clarity around strategy and governance. He previously served as a director on the boards of Texas Commerce Bank-San Antonio, Guaranty Federal Bank, and GPM Life Insurance and is currently a director at James Avery Craftsman. | | |

  28. ELECTION OF DIRECTORS

    | The Board recommends that you vote “FOR” each nominee. |

  29. Key 2023 Company Performance Outcomes

    | 2023 Compensation Actions During 2023, taking into account our strong financial performance, our management team’s performance, demonstrated leadership in alignment with our culture, and to help ensure our executive team’s compensation remains competitive with our peer group, the following decisions were made concerning compensation of the Named Executive Officers. | | We believe that our executive compensation programs successfully balance elements of fixed compensation, short-term and long-term incentives and benefit programs consistent with our core values of integrity, caring and excellence | | • | Increases to base salary approximating 2.6% on average effective January 1, 2024; | | | • | Annual incentive payments for 2023 performance paid in 2024 at 10% below target; and | | | • | Long-term incentive award grants consisting of 50% performance stock units and 50% restricted stock units. | |

  30. Benchmarking and Peer Companies

    Benchmarking and Peer Companies Under the direction of the Committee, the Company, together with Meridian, typically conducts an annual competitiveness review of base salary, annual incentive pay and long-term incentive pay. The competitiveness of other forms of pay is reviewed on a periodic basis, as determined by the Committee. During the 2023 review, the Committee continued to focus on the importance of refining the peer group to serve as true peer banks. In assessing the peer group, the Committee continued to look at not only asset size but also market capitalization and business focus. In addition, the Committee believes there should be a limited set of larger aspirational peers included in the peer group. In reviewing a range of banks of comparable size and scope and including aspirational peers, the Committee considered banks one-half times to a range of four times of our asset size. Market capitalization was also considered as a secondary reference point in addition to asset size. Two of our previously reported peer group banks were removed from the list. First Citizens BancShares, Inc. was removed due to asset growth and Signature Bank was removed due to its failure during 2023. The following nine banks were added to the peer group for 2023 based on asset size and market capitalization:

  31. Benchmarking and Peer Companies

    | Associated Banc-Corp | First Interstate BancSystem, Inc. | | BankUnited, Inc. | Hancock Whitney Corporation | | Columbia Banking System, Inc. | New York Community Bancorp, Inc. | | Commerce Bancshares, Inc. | UMB Financial Corporation | | First Horizon Corporation | |

  32. Benchmarking and Peer Companies

    Following the Committee's review with Meridian, the Committee established a peer group of the following 28 companies in 2023 to make compensation decisions for 2024. The final peer group is comprised of 24 peers and four aspirational peers. Cullen/Frost is at the 49th percentile of this peer group in terms of asset size. External market data for the peer group was provided by Meridian.

  33. Benchmarking and Peer Companies

    | Aspirational Peers: | | | | Huntington Bancshares Incorporated | New York Community Bancorp, Inc. | | | KeyCorp | Regions Financial Corporation | | | Peers: | | | | Associated Banc-Corp | First Horizon Corporation | SouthState Corporation | | Bank United, Inc. | First Interstate Bancsystem, Inc. | Synovus Financial Corporation | | BOK Financial Corporation | F.N.B. Corporation | UMB Financial Corporation | | Cadence Bank | Hancock Whitney Corporation | Valley National Bancorp | | Columbia Banking System, Inc. | Old National Bancorp | Webster Financial Corporation | | Comerica Incorporated | PacWest Bancorp | Western Alliance Bancorporation | | Commerce Bancshares, Inc. | Pinnacle Financial Partners, Inc. | Wintrust Financial Corporation | | East West Bancorp, Inc. | Prosperity Bancshares, Inc. | Zions Bancorporation, NA |

  34. Benchmarking and Peer Companies

    Market data is typically collected by Meridian from multiple published survey sources representing national financial institutions of a similar asset size to us. The Committee believes that the combination of peer company data and survey data is appropriate in light of our external market for business and executive talent. Accordingly, the Committee uses both of these sources when comparing our executive target aggregate compensation to the external market. The Committee does not utilize any stated weighting of external market data relative to other factors to determine compensation levels of the Named Executive Officers. Instead, the Committee, in consultation with Meridian evaluates the market data, along with the other factors listed previously to determine the appropriate compensation levels of the Named Executive Officers on an individual basis.

  35. Elements of Compensation: The 2023 Compensation Program Detail and Key 2024 Actions

    | Base Salary Base salary is an important element of executive compensation because it provides executives with a fixed amount of monthly income. Internal and external equity, performance, experience, and other factors are considered when establishing base salary. The Committee does not assign a specific weighting to these factors when making compensation decisions. Base salary changes are generally approved in October of each year and are effective January 1st of the following year. No specific weighting is targeted for base salaries as a percentage of total compensation. | | | Annual Incentive Compensation Annual incentive compensation is provided to Named Executive Officers to recognize achievement of annual financial targets and is paid in accordance with the quantitative and qualitative terms of the Annual Incentive Plan for the Chief Executive Officer and the Executive Management Bonus Plan, which covers the other Named Executive Officers. This award is paid in the form of cash, following the completion of the performance year to which it relates. | | | Long-Term Incentive Compensation Long-term incentive compensation in the form of equity-based awards is awarded to the Named Executive Officers in an effort to align management and shareholder interests, ensure our future performance, enhance stock ownership opportunities, and increase shareholder value, in each case, over the longer term. Our long-term incentive awards provide for a three-year performance period for performance stock units and a 3-year cliff vesting period for time-based restricted stock units. | | | Benefits and Perquisites We provide an employee benefits package, including retirement benefits, along with health and welfare benefits, to remain competitive with the market and to help meet the health and retirement security needs of our employees, including the Named Executive Officers. Limited perquisites are provided in an effort to remain competitive and to provide certain conveniences that we believe are reasonable. We do not pay tax gross-ups on perquisites. | |

  36. Annual Incentive Pay

    Annual Incentive Pay

  37. Philosophy and Practice

    Philosophy and Practice Annual incentive pay for our Named Executive Officers is paid under two different plans: • Mr. Green participates in the Annual Incentive Plan for the Chief Executive Officer; and • The remaining Named Executive Officers participate in the Executive Management Bonus Plan. The primary focus for both plans continues to be based on achievement of budgeted expectations. Our net income budget for a given year typically represents a meaningful increase in earnings per share over the previous year. In finalizing a budget, the current economic, regulatory and interest rate environments are considered, as well as market expectations. The budget must be ratified by the Board. The structure of the two plans are detailed below: Annual Incentive Plan for the CEO In addition to achievement of budgeted expectations, the Annual Incentive Plan for the CEO is based on the following qualitative measures:

  38. Philosophy and Practice

    | Performance Measures | Description | | Operating Results | Provides direction so that we meet our financial goals, both in terms of achieving budgetary results and in its commitment to performance compared to its peers. | | Leadership | Leads Cullen/Frost, setting a philosophy—based on the corporate culture, and grounded in our core working values—that is well understood, widely supported, consistently applied, and effectively implemented. | | Strategic Planning | Establishes clear objectives and develops strategic policies to support growth in our core business and expansion through organic growth and when appropriate acquisitions. Is committed to the utilization of advanced technology applications to support these growth goals, and maintains the long-term interest of Cullen/Frost in all actions. | | Human Capital Management and Development | Helps to ensure the effective recruitment of a diverse workforce, consistent retention of key employees and the ongoing motivation of all staff. Offers personal involvement in the recruiting process and provides feedback. | | Communications | Serves as our chief spokesperson, communicating effectively with all of our stakeholders. | | External Relations | Establishes and maintains relationships with the investment community to keep them informed on our progress. Serves in a leadership role in civic, professional and community organizations. Reinforces key customer relationships through regular market visits and customer contacts. | | Board Relations | Works closely with the Board to keep it fully informed on all important aspects of the status and development of Cullen/Frost. Facilitates the Board’s composition and committee structure, as well as its governance and any regulatory agency relations. |

  39. Philosophy and Practice

    Executive Management Bonus Plan The remaining Named Executive Officers participate in the Executive Management Bonus Plan. Annually, an incentive pool is generated based on our financial performance as compared to the budgeted expectations for the year. The incentive pool is funded at target if our financial performance meets our budgeted net income goal and is funded below target if our financial performance falls below budget. A minimum percentage of budgeted net income must be achieved before the annual incentive pool is funded, and no incentive payments are made unless we attain this minimum threshold. The incentive pool may be funded above target if we achieve financial performance above budget. The Committee approves the corporate and individual objectives as well as the payment targets, which are expressed as a percentage of the executives’ base salary earnings for the year. There is not a stated cap on this plan; however, over the past decade, the most paid to any Named Executive Officer was 30% above the executive’s pre-established annual incentive target for the applicable year. Individual target levels are established annually. The individual targets are not formula-driven and no specific weighting is targeted for annual incentive pay as a percentage of total compensation. For each of the Named Executive Officers in the Executive Management Bonus Plan, the targets are set at the discretion of the CEO and are approved by the Committee. The incentive targets are based on external market data provided by Meridian, internal equity considerations, and strategic objectives for corporate performance. The individual targets for the next year are reviewed annually at the fall meeting of the Committee and adjusted as deemed appropriate. Payment amounts for the Named Executive Officers participating in this plan are made based on recommendations of the CEO and approval of the Committee. Annual incentive amounts in excess of, or below, target may be paid at the discretion of the CEO with the approval of the Committee. Before the CEO makes recommendations to the Committee regarding annual incentive payments for the other Named Executive Officers, such recommendations are discussed with Meridian. The Committee has the discretion to approve, disapprove or adjust the CEO's recommendations. The primary criterion for annual incentive payments for the Named Executive Officers (other than the CEO) is the measurement of actual net income versus budgeted net income.

  40. Determination of Target Levels and Payout Levels

    Determination of Target Levels and Payout Levels In its fall meeting, the Committee generally reviews the competitiveness of the Named Executive Officers' annual cash incentive target levels. Reviewing market data and discussing internal equity as well as strategic objectives, the Committee makes determinations concerning target levels for the upcoming year. At its January meeting, the Committee generally reviews performance of the previous year to determine payout of the Annual Cash Incentives. Payouts for Mr. Green are determined by the Committee without Mr. Green present and are presented to the Board for ratification. Payouts for the remaining Named Executive Officers are recommended to the Committee by Mr. Green and are discussed and determined by the Committee.

  41. Determination of 2023 Target Level and Payout for the CEO

    Determination of 2023 Target Level and Payout for the CEO At its October 2022 meeting, the Committee elected to set Mr. Green's annual incentive target for 2023 at 135% of his base salary earnings. For 2023, the Company’s budgeted level for net income was $711 million, representing a significant increase in budgeted expectations over the prior year. Actual performance for 2023 fell slightly below this level as the Company realized actual net income available to common shareholders inclusive of the FDIC special assessment of approximately $591 million, a record level of earnings. As previously discussed, net income exclusive of the FDIC special assessment, represents 89% of budget expectations. In light of these factors, and taking into account the Board's assessment of Mr. Green's very effective leadership, the Committee determined to award an annual incentive to Mr. Green at 90% of target, or $1,458,000. This decision was ratified by the Board and is shown in the Summary Compensation Table.

  42. Determination of 2023 Target Level and Payout for the Named Executive Officers (other than the CEO)

    Determination of 2023 Target Level and Payout for the Named Executive Officers (other than the CEO) For 2023, the Committee set the following individual targets as a percentage of 2023 base salary for the Named Executive Officers in the Executive Management Bonus Plan:

  43. Determination of 2023 Target Level and Payout for the Named Executive Officers (other than the CEO)

    | Named Executive Officer | 2023 Incentive Target | | Jerry Salinas | 85% | | Paul H. Bracher | 85% | | Jimmy Stead | 85% | | Coolidge E. Rhodes, Jr. | 85% |

  44. Determination of 2023 Target Level and Payout for the Named Executive Officers (other than the CEO)

    As previously stated, our 2023 net income results, exclusive of the FDIC special assessment, fell slightly below our budgeted net income target for 2023. As a result, the CEO recommended, and the Committee approved, annual incentive payments to the other Named Executive Officers at 90% of target for 2023. The 2023 annual incentives were paid in February 2024 and are shown in the Summary Compensation Table.

  45. Long-Term Incentive Pay

    Long-Term Incentive Pay

  46. Philosophy and Grant Practices

    Philosophy and Grant Practices In recent years, long-term incentives have been awarded to the Named Executive Officers in the form of fifty percent performance stock units and fifty percent restricted stock units, based on the estimated economic value of awards on the date of grant. This weighting between performance stock units and restricted stock units allows us to strike a balance between performance and retention. The value of the long-term incentive grant is determined by the Committee, taking into account a variety of factors, including the value of prior year grants when made, external market data, internal equity considerations, individual and Company performance, overall share usage, shareholder dilution and cost. No specific weighting is targeted for long-term incentive pay as a percentage of total compensation. Historically, the Committee has generally approved and granted long-term incentive awards to the Named Executive Officers and any other designated employees at its fall meeting. While we maintain no policy, whether official or unofficial, for timing the granting of stock options or other equity-based awards in advance of the release of material nonpublic information, our practice has been to grant long-term incentive awards on the date of the fall Committee meeting.

  47. Determination of 2023 Long-Term Incentive Awards

    Determination of 2023 Long-Term Incentive Awards Consideration of Award Opportunity and Mix During its October 2023 meeting, the Committee discussed the competitiveness of the long-term incentive program for the Named Executive Officers. In reviewing external market data provided by Meridian, the Committee observed that the long-term incentive opportunities for our Named Executive Officers were somewhat lower than the external market. In light of this comparison, the Committee determined that the long-term incentive opportunities for our Named Executive Officers should be increased to maintain market competitiveness and continue the strong alignment of executive team and shareholder interests. In its review, the Committee determined that it was critical to continue placing a strong emphasis on future financial performance and increasing shareholder value, while offering a competitive total compensation package overall. The Committee took into account the change in the market value of Company stock as compared to the prior year, along with the Committee's desire to maintain a competitive posture as it relates to award value, and, in its discretion, awarded long-term incentives to the Named Executive Officers at increased levels over the prior year grants. For long-term incentives granted in 2023, the Committee elected to continue utilizing a mix of half performance stock units and half restricted stock units, based on the estimated economic value of the awards at the time of grant. The awards granted in 2023 are shown in the Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table. The Committee believes that the Company’s use of performance stock units and restricted stock units continues to create a strong alignment of executive team and shareholder interests. •Performance stock units align management and shareholder interests and reward executives with shareholder value creation. •Restricted stock units create an immediate link to shareholder interests, enhance ownership opportunities and help maintain a stable executive team. 2023 Performance Stock Units. The awards granted in 2023 include a three-year performance period beginning January 1, 2024 and ending December 31, 2026, and will be earned based on an increase in average Pre-Provision Net Revenue less Net Loan Charge-offs over the three-year period. The Committee determined to maintain this growth metric in order to align our performance award with our strategy of achieving organic growth by meaningful expansion in existing markets. The vesting of the performance stock units is subject to Committee certification and the exercise of discretion. The performance metric and vesting schedule were structured to align the Named Executive Officers with long-term shareholder value creation, to be competitive, and to enhance our retention efforts. On October 24, 2023, the Committee granted performance stock units based on a market price of $84.81, the closing price of our stock on the date of grant. Reconciliation of Pre-Provision Net Revenue less Net Loan Charge-offs For performance stock units granted in 2023, issuance is based on the measure of our achievement of growth in Pre-Provision Net Revenue less Net Loan Charge-offs, averaged over the three-year performance period, compared to the 2023 base-year amount.

  48. Determination of 2023 Long-Term Incentive Awards

    | Pre-Provision Net Revenue Calculation | | Taxable-equivalent Net Interest Income (excluding the effects of PPP Lending) | | plus | | Non-Interest Income | | less | | Non-Interest Expense (excluding the effects of PPP Lending) | | less | | Net Charge-offs |

  49. Determination of 2023 Long-Term Incentive Awards

    | 2023 Pre-Provision Net Revenue less Net Loan Charge-offs (Base Year) | | Taxable-equivalent Net Interest Income (excluding the effects of PPP Lending) | | plus | | Non-Interest Income | | less | | Non-Interest Expense | | less | | 0.30% of Average Total Loans for 2023 |

  50. Determination of 2023 Long-Term Incentive Awards

    Performance and Payout of 2020 Performance Stock Units. The performance stock units (PSUs) granted to the Named Executive Officers on October 25, 2020 were earned based on performance over a three-year performance period that began on January 1, 2021 and ended on December 31, 2023 with vesting opportunities ranging from 0% to a maximum of 150% of target. The performance criteria established by the Committee to determine the vesting of the performance stock units was based on the Return on Average Assets relative to the peer group, which aligned with the Company's peer group when the PSUs were granted. The Committee reviewed the final ranking of the Return on Average Assets of each member of the peer group along with the Return on Average Assets of the Company at a special meeting called for that purpose on March 5, 2024. The Company achieved a 50th percentile ranking resulting in a payout to the Named Executive Officers of 100% of target. 2023 Restricted Stock Units. The awards granted in 2023 are scheduled to cliff vest three years after the date of the grant. This vesting schedule is aligned with peer and market practice and encourages long-term value creation.

  51. Change-in Control-Severance Plan

    Change-in Control-Severance Plan We maintain a Change-in-Control Severance Plan (the "Change in Control Plan") that applies to our Named Executive Officers as well as certain other key employees. Under the Change in Control Plan: •Mr. Green would be eligible for severance payments of three times base salary and target annual incentive compensation plus a prorated annual incentive payment for the year of termination. •The remaining Named Executive Officers would be eligible for severance payments of two times base salary and target annual incentive compensation plus a prorated annual incentive payment for the year of termination. The Committee established the change in control benefits at their current level to be competitive, with a primary intent to: •Help executives evaluate objectively whether a potential change in control is in the best interests of shareholders; •Help protect against the departure of executives, thus assuring continuity of management, in the event of an actual or threatened merger or change in control; and •Provide compensation and benefit protection following a change in control that is comparable to the protections available from competing employers. Benefits under the Change in Control Plan would become available if within two years following a change in control the Named Executive Officer's employment is terminated (i) other than for cause or (ii) for good reason. Cause is generally defined in the Change in Control Plan as an executive's: (1) willful and continued failure to substantially perform his duties after delivery of a written demand for substantial performance; (2) willful engagement in conduct materially injurious to us; or (3) conviction of a felony. Good reason is generally defined as the occurrence of one or more of the following (without the executive's consent): (1) a significant change or reduction in the executive’s responsibilities; (2) an involuntary transfer of the executive to a location that is 50 miles farther than the distance between the executive’s current residence and our headquarters; (3) a significant reduction in the executive’s current compensation; (4) the failure of any successor to us to assume the executive's participation in the Change in Control Plan; or (5) any termination of the executive’s employment that is not effected pursuant to a written notice which indicates the reasons for the termination. Change in Control is generally defined to be: •An acquisition of beneficial ownership of 20% or more of our common stock by an individual, corporation, partnership, group, association or other person; •Certain changes in the composition of a majority of the Board; or •Certain other events involving a merger or consolidation of us or a sale of substantially all of our assets. The Change in Control Plan also provides for a continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three years for Mr. Green, and two years for the remaining Named Executive Officers following termination of employment without cause or for good reason. The Change in Control Plan does not provide for any tax gross-up payments. Instead, the Change in Control Plan contains a "net-better" cutback provision, meaning that an executive’s severance and other change in control benefits would be cut back to the level that eliminates the excise taxes due to excess parachute payments if such a cutback would put the executive in a better after-tax position than receiving the severance and other change in control benefits and paying the corresponding excise tax. Under the Change in Control Plan, if the executive becomes entitled to the severance benefits described above, all stock options that did not otherwise vest in conjunction with the change in control would become immediately exercisable and all the vesting restrictions would lapse on all outstanding restricted stock units. Additionally, the performance metric on any outstanding performance stock units would be determined to have been earned as of the change in control date, but the award itself would continue to be subject to the time-based vesting for the remainder of the performance period. The 2015 Omnibus Incentive Plan that was approved by our shareholders in 2015 and the proposed 2024 Equity Incentive Plan provide for "double-trigger" vesting of equity-based awards following a change in control. Under the Change in Control Plan, a change in control would have no impact on benefits available to Named Executive Officers under the frozen retirement and retirement restoration plans. The Committee believes that the Change in Control Plan is consistent with our objective to remain competitive as compared to the external marketplace and with our executive compensation program. The Change in Control Plan does not affect decisions to be made regarding other elements of compensation. For detailed estimated payments upon a qualifying termination following a change in control, please see the Change in Control Payments Table below. We do not maintain any other severance policies or employment contracts for our Named Executive Officers.

  52. 2023 Summary Compensation Table

    2023 Summary Compensation Table The Table below gives information on compensation for the Named Executive Officers:

  53. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Phillip D. Green | 2023 | 1,200,000 | 3,400,043 | 1,458,000 | — | 429,811 | 6,487,854 | | Chairman of the Board and CEO of Cullen/Frost and Frost Bank | 2022 | 1,100,000 | 3,174,997 | 1,787,500 | — | 305,599 | 6,368,096 | | | 2021 | 927,000 | 2,900,022 | 1,158,750 | — | 200,541 | 5,186,313 | | Jerry Salinas | 2023 | 630,000 | 819,980 | 481,950 | 19,633 | 67,739 | 2,019,302 | | Group Executive Vice President and CFO of Cullen/Frost and Frost Bank | 2022 | 600,000 | 789,986 | 624,000 | — | 56,581 | 2,070,567 | | | 2021 | 528,300 | 615,009 | 462,263 | — | 33,888 | 1,639,460 | | Paul H. Bracher | 2023 | 650,000 | 827,053 | 497,250 | — | 63,019 | 2,037,322 | | President of Cullen/Frost and Frost Bank and Group EVP, Chief Banking Officer of Frost Bank | 2022 | 605,000 | 800,062 | 629,200 | — | 57,765 | 2,092,027 | | | 2021 | 535,500 | 619,914 | 468,563 | 4,772 | 40,622 | 1,669,371 | | Jimmy Stead | 2023 | 625,000 | 785,027 | 478,125 | 563 | 54,498 | 1,943,213 | | Group Executive Vice President and Chief Consumer Banking and Technology Officer of Cullen/Frost and Frost Bank | 2022 | 550,000 | 749,948 | 572,000 | — | 42,010 | 1,913,958 | | | 2021 | 412,500 | 600,049 | 386,719 | — | 26,318 | 1,425,586 | | Coolidge E. Rhodes, Jr. | 2023 | 605,000 | 625,037 | 462,825 | — | 40,851 | 1,733,713 | | Group Executive Vice President and General Counsel and Corporate Secretary of Cullen/Frost and Frost Bank | 2022 | 575,000 | 600,013 | 598,000 | — | 32,736 | 1,805,749 |

  54. 2023 Summary Compensation Table

    (1)Amounts shown in the Stock Awards column represent the FASB ASC Topic 718 grant date fair value of performance stock units and restricted stock units granted during 2023. See Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the associated assumptions used in the valuation of stock-based compensation awards. Amounts shown in the Stock Awards column for 2021 and 2022 similarly represent the grant date fair value of performance stock units and restricted stock units granted during those years. The maximum payout for PSUs is 150% of PSUs granted. The table below shows the grant date fair value of PSUs granted in 2021, 2022, and 2023 at the maximum performance and payout level:

  55. 2023 Summary Compensation Table

    | Named Executive Officer | 2021 ($) | 2022 ($) | 2023 ($) | | Phillip D. Green | 3,625,017 | 3,968,727 | 4,250,092 | | Jerry Salinas | 768,777 | 987,552 | 1,024,985 | | Paul H. Bracher | 774,898 | 1,000,163 | 1,033,851 | | Jimmy Stead | 750,052 | 937,508 | 981,291 | | Coolidge E. Rhodes, Jr. | — | 750,089 | 781,330 |

  56. 2023 Summary Compensation Table

    See the relevant Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the years ended December 31, 2021 and 2022, respectively, for a discussion of the associated assumptions used in the valuation of stock-based compensation awards for those years. (2)Amounts shown represent payments under the Annual Incentive Plan for the CEO (with respect to Mr. Green) and the Executive Management Bonus Plan (with respect to the other Named Executive Officers). (3)The actuarial present value for both the Retirement Plan and the Restoration Retirement Plan decreased in 2023 by $3,200 for Mr. Green and by $684 for Mr. Bracher. The actuarial present value for both the Retirement Plan and the Restoration Retirement Plan increased in 2023 for both Messrs. Salinas and Stead as shown above. Mr. Rhodes is not a participant in the Retirement Plan nor the Restoration Retirement Plan as both were frozen on December 31, 2001. See Note 10 to the Consolidated Financial Statements in Cullen/Frost’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the associated assumptions used in the valuation of these benefits. There were no above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified. (4)This column includes other compensation not properly reported elsewhere in this table. The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.

  57. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information concerning non-equity awards for 2023 paid in February 2023 under the Annual Incentive Plan for the CEO (with respect to Mr. Green) and the Executive Management Bonus Plan (with respect to the other Named Executive Officers) and each grant of an equity award made to a Named Executive Officer in 2023 under the Cullen/Frost 2015 Omnibus Incentive Plan:

  58. 2023 Grants of Plan-Based Awards

    | | | | | | | | | All Other | Grant | | | | | | | | | | | Stock | Date Fair | | | | | | | | Estimated Future Payments Under | | | Awards: | Value of | Grant Date | | | | Estimated Future Payments Under | | | Equity Incentive Plan Awards(2) | | | Number | All Other | Fair Value | | | | Non-Equity Incentive Plan Awards(1) | | | Threshold | Target | Maximum | of Shares | Stock | of Stock | | | | Threshold | Target | Maximum | Shares | Shares | Shares | or Units | Awards(3) | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | ($) | | Phillip D. Green | 10/24/2023 | 0 | 1,620,000 | — | 11,378 | 22,755 | 34,133 | 20,045 | 1,700,016 | 3,400,043 | | Jerry Salinas | 10/24/2023 | 0 | 535,500 | — | 2,744 | 5,488 | 8,232 | 4,834 | 409,972 | 819,980 | | Paul H. Bracher | 10/24/2023 | 0 | 552,500 | — | 2,768 | 5,535 | 8,303 | 4,876 | 413,534 | 827,053 | | Jimmy Stead | 10/24/2023 | 0 | 531,250 | — | 2,627 | 5,254 | 7,881 | 4,628 | 392,501 | 785,027 | | Coolidge E. Rhodes, Jr. | 10/24/2023 | 0 | 514,250 | — | 2,092 | 4,183 | 6,275 | 3,685 | 312,525 | 625,037 |

  59. 2023 Grants of Plan-Based Awards

    (1) Amounts shown represent the target annual bonus for 2023. (2) Amounts shown represent the grant date fair value of the performance stock units granted on October 24, 2023, which are earned over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. At the time awards are paid, the Named Executive Officers will be eligible to receive a dividend equivalent payment in an amount equal to the dividends that would have been paid during the performance period but only to the extent the underlying award vests. (3) Amounts shown represent the grant date fair value of restricted stock unit awards granted on October 24, 2023, which fully vest on the third anniversary of their grant date. The grant date fair value was $84.81 per share of restricted stock unit, which was the closing price of our common stock on the date of grant. Dividend equivalent payments are paid on awards of restricted stock units at the same rate as dividends paid to shareholders generally, which was $0.87 per share in the first and second quarters of 2023 and $0.92 per share in the third and fourth quarters of 2023.

  60. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth the value realized by each of our Named Executive Officers as a result of the exercise of options, the vesting of restricted stock units, and the vesting of performance stock units in 2023. The Named Executive Officers did not defer receipt of any amount on exercise or vesting of awards.

  61. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | | Phillip D. Green | — | — | RSU | 11,966 | 1,072,991 | | | | | PSU | 11,940 | 1,524,977 | | Jerry Salinas | — | — | RSU | 2,579 | 231,259 | | | | | PSU | 2,573 | 328,624 | | Paul H. Bracher | 8,080 | 480,675 | RSU | 2,606 | 233,680 | | | | | PSU | 2,600 | 332,072 | | Jimmy Stead | — | — | RSU | 1,462 | 131,098 | | | | | PSU | 1,460 | 186,471 | | Coolidge E. Rhodes, Jr. | — | — | — | — | — |

  62. 2023 Post-Employment Benefits

    2023 Post-Employment Benefits The following table details the defined benefit pension plans in which Messrs. Green, Salinas, Bracher and Stead participated in 2023:

  63. 2023 Post-Employment Benefits

    | Name | Plan Name | Number of Years of Credited Service(2) | Present Value of Accumulated Benefits(3) | Payments During Last Fiscal Year(4) | | Phillip D. Green | Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (as amended and restated)(1) | 21.4167 | 621,138 | 45,075 | | Jerry Salinas | | 15.7500 | 493,243 | 22,678 | | Paul H. Bracher | | 20.3334 | 608,290 | 43,172 | | Jimmy Stead | | 2.6667 | 6,055 | - | | Phillip D. Green | Restoration of Retirement Income Plan for Participants in the Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (as amended and restated)(1) | 21.4167 | 848,507 | 61,575 | | Jerry Salinas | | 15.7500 | 103,995 | 4,781 | | Paul H. Bracher | | 20.3334 | 354,814 | 25,182 | | Jimmy Stead | | 2.6667 | - | - |

  64. 2023 Post-Employment Benefits

    (1)The Retirement Plan was frozen for new participants and benefit accrual for existing participants on December 31, 2001. Mr. Rhodes is not a participant in either plan as his employment with the Company commenced in 2021. Under the terms of the Retirement Plan and the Retirement Restoration Plan, Messrs. Green, Salinas and Bracher are eligible for retirement. Eligibility for early retirement is defined as age 55 or older with five years of service. Retirement is defined as age 65 with five years of service. Mr. Stead is not yet eligible for early retirement or for retirement. (2)Because both the Retirement Plan and the Retirement Restoration Plan were frozen as of December 31, 2001, the number of years of credited service shown above for each Named Executive Officer is also as of that date. At the time these plans were frozen, we adopted the defined contribution Profit Sharing Plan and the accompanying nonqualified Profit Sharing Restoration Plan. (3)See Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the associated assumptions used in the calculation of the present value of the accumulated benefits. (4)During 2019, Mr. Green attained the age of 65, thereby becoming eligible to commence an in-service benefit under both the Retirement Plan and the Restoration of Retirement Income Plan. At that time, Mr. Green elected to begin receiving his in-service benefit and to use those funds to serve as a force for good for both our employees and the communities we serve. Mr. Green is using the benefit in its entirety to fund a Donor Advised Fund through a third-party administrator. The purpose of the fund is to allow the Company’s employees to play an active role in showing generosity to local charities operating in the communities we serve. Employees are given the opportunity to participate in determining which charities will receive the donated funds. Mr. Green does not participate in the process to determine recipients of the donated funds. During 2022, Mr. Bracher attained the age of 65 and during 2023, Mr. Salinas attained the age of 65 thereby both becoming eligible to commence an in-service benefit under both the Retirement Plan and the Restoration of Retirement Income Plan. At their respective eligibility time, Messrs. Bracher and Salinas elected to begin receiving their in-service benefit.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed in the Compensation Discussion and Analysis section of this proxy statement, under the Change in Control Plan, each Named Executive Officer would receive severance payments representing a multiple of base salary and target annual incentive compensation plus a prorated annual incentive payment for the year of termination if the Named Executive Officer was terminated by us without cause or by the Named Executive Officer for good reason within two years following a change in control. Multiples are shown below:

  66. Potential Payments Upon Termination or Change in Control

    | Name | Change in Control Multiple | | Phillip D. Green | Three Times | | Jerry Salinas | Two Times | | Paul H. Bracher | Two Times | | Jimmy Stead | Two Times | | Coolidge E. Rhodes, Jr. | Two Times |

  67. Potential Payments Upon Termination or Change in Control

    The severance payment would be made in a lump sum. In addition, the plan calls for a continuation of welfare benefits for either two or three years as discussed in the Compensation Discussion and Analysis. Where applicable, any potential payments under the Change in Control Plan would be made in compliance with Section 409A of the Internal Revenue Code, which may require certain payments made on separation of service to be deferred for six months. The plan does not provide for a tax gross-up payment. Instead, it includes a "net-better" benefit as previously discussed. Messrs. Stead and Rhodes would have triggered an excise tax under the scenario modeled in the Change in Control table as of December 31, 2023. However, under the "net-better" provision, neither Messrs. Stead nor Rhodes would have his benefits under the plan cut back. Please see the Change in Control table following this discussion. There are no other severance policies or employment contracts in place for the Named Executive Officers and, generally, vesting of unvested stock options and restricted stock unit awards will not accelerate upon termination of employment other than in certain circumstances following retirement of the Named Executive Officer after attaining the age of 65 (i.e. retirement-eligibility). All outstanding equity awards held by the Named Executive Officers as of December 31, 2023, are subject to double-trigger change in control vesting. For calculation purposes, the change in control and termination of employment are assumed to have occurred on December 29, 2023, the last business day of the year. The closing price of the stock on December 29, 2023, $108.49, was used to calculate the value of the unvested stock option spread and the value of the unvested restricted stock units and unvested performance stock units. In the event of retirement of a Named Executive Officer, potential payments would consist of: • Stock options (that are already fully vested); • Restricted stock units that would vest on their original schedule; • Performance stock units that would vest on their original schedule; • Any retirement benefits commenced by the Named Executive Officer under the: a. Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates; b. Restoration of Retirement Income Plan for Participants in the Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates; c. Profit Sharing Plan; and d. Profit Sharing Restoration Plan. For more detail concerning these potential payments at the time of retirement, see the 2023 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at Fiscal Year-End Table, the Pension Benefits Table and the 2023 Post-Employment Benefits discussion above.

  68. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between "compensation actually paid" to our Named Executive Officers and certain financial performance measures of the Company. For further information about how we align executive compensation with the Company's performance, see the "Compensation Discussion and Analysis" section. The Committee did not take into account this pay versus performance information while making compensation decisions described in the Compensation Discussion and Analysis section. Further, the amounts in the table below are calculated pursuant to SEC rules, but do not represent amounts actually earned or realized by the NEOs, including with respect to restricted stock units and performance stock units. For further discussion of equity compensation and values actually realized, see the 2023 Option Exercises and Stock Vested table above. The table below provides the following information: (i) the total compensation of our CEO and the average of the total compensation of our other Named Executive Officers as reported in the Summary Compensation Table for the past four fiscal years, (ii) the compensation actually paid to our CEO and the average of the compensation actually paid to our other Named Executive Officers for the past four fiscal years and (iii) certain Company performance measures, in each case required by SEC rules.

  69. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | Summary of Compensation Table for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for non-CEO NEOs ($) (3) | Average Compensation Actually Paid to non-CEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | TSR Measurement Period (Years) | Net Income ($)(7) | Actual Performance Compared to Budgeted Expectations (%)(8) | | 2023 | 6,487,854 | 6,841,615 | 1,933,388 | 1,990,443 | 124.95 | 104.72 | 4 | 591,298 | 83% | | 2022 | 6,368,096 | 7,630,315 | 1,970,575 | 2,185,699 | 148.86 | 94.38 | 3 | 579,150 | 158% | | 2021 | 5,186,313 | 8,145,636 | 1,548,976 | 2,097,431 | 137.05 | 116.82 | 2 | 443,079 | 136% | | 2020 | 3,823,543 | 3,477,347 | 1,312,697 | 1,133,709 | 92.48 | 86.25 | 1 | 331,151 | 83% |

  70. Pay Versus Performance

    (1)The amounts shown above represent Total Compensation reported for Mr. Green for each corresponding year in the "Total" column of the Summary Compensation Table. (2)The amounts shown above represent "compensation actually paid" to Mr. Green for each corresponding year. In accordance with the requirements of Item 402(v) of Regulation S-K, we calculated Mr. Green's compensation actually paid by making certain required adjustments to Mr. Green's total compensation as reported in the Summary Compensation Table as shown in the table below. The amounts reported above do not reflect the actual amount of compensation earned by or paid to Mr. Green during the applicable year. The fair values of outstanding performance stock units are based on the same methodology used to account for such awards in our financial statements under generally accepted accounting principals and consider the probable outcomes of the underlying performance conditions.

  71. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation from Summary Compensation Table | 6,487,854 | 6,368,096 | 5,186,313 | 3,823,543 | | Pension Value from Summary Compensation Table | — | — | — | (117,316) | | Grant Date Fair Value of Equity Awards Granted in Covered Year | (3,400,043) | (3,174,997) | (2,900,022) | (2,249,957) | | Year-End Fair Value of Equity Awards Granted in Covered Year | 4,407,402 | 2,958,436 | 2,801,782 | 3,003,492 | | Dividends Paid on Unvested Equity Awards | 190,389 | 166,151 | 145,416 | 127,609 | | Change in Fair Value as of Prior Year-End to Covered Year-End of Unvested Equity Awards Granted in Prior Years | (462,099) | 1,177,256 | 2,248,950 | (422,799) | | Change in Fair Value as of Prior Year-End to Vesting Date of Equity Awards Vested in Covered Year | (381,888) | 273,265 | 703,672 | (599,840) | | Prior Year-End Fair Value of Awards Forfeited During Covered Year | — | (137,892) | (40,475) | (87,385) | | Compensation Actually Paid | 6,841,615 | 7,630,315 | 8,145,636 | 3,477,347 |

  72. Pay Versus Performance

    (3)The amounts shown above represent the average of the amounts reported for the Other Named Executive Officers in the "Total" column of the Summary Compensation Table for each applicable year. The names of each Other Named Executive Officer whose compensation was included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Jerry Salinas, Paul H. Bracher, Jimmy Stead and Coolidge E. Rhodes, Jr., (ii) for 2021, Jerry Salinas, Paul H. Bracher, Jimmy Stead and Patrick B. Frost and (iii) for 2020, Jerry Salinas, Paul H. Bracher, Patrick B. Frost and William L. Perotti. (4)The amounts shown above represent the average of the "compensation actually paid" to the Other Named Executive Officers, for each covered year. In accordance with the requirements of Item 402(v) of Regulation S-K, we calculated the average of the compensation actually paid by making certain required adjustments to the Other Named Executive Officers’ average total compensation as reported in the Summary Compensation Table as shown in the table below. The amounts reported above do not reflect the actual amount of compensation earned by or paid to the Other Named Executive Officers during the applicable year. The fair values of outstanding performance stock units are based on the same methodology used to account for such awards in our financial statements under generally accepted accounting principals and consider the probable outcomes of the underlying performance conditions.

  73. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation from Summary Compensation Table | 1,933,388 | 1,970,575 | 1,548,976 | 1,312,697 | | Pension Value from Summary Compensation Table | (5,049) | — | (1,193) | (129,773) | | Grant Date Fair Value of Equity Awards Granted in Covered Year | (764,274) | (735,002) | (558,740) | (423,749) | | Year-End Fair Value of Equity Awards Granted in Covered Year | 990,712 | 684,869 | 539,812 | 565,666 | | Dividends Paid on Unvested Equity Awards | 33,933 | 25,972 | 26,723 | 25,231 | | Change in Fair Value as of Prior Year-End to Covered Year-End of Unvested Equity Awards Granted in Prior Years | (145,237) | 220,521 | 402,519 | (86,359) | | Change in Fair Value as of Prior Year-End to Vesting Date of Equity Awards Vested in Covered Year | (53,030) | 37,818 | 147,854 | (113,481) | | Prior Year-End Fair Value of Awards Forfeited During Covered Year | — | (19,054) | (8,520) | (16,523) | | Compensation Actually Paid | 1,990,443 | 2,185,699 | 2,097,431 | 1,133,709 |

  74. Pay Versus Performance

    (5)The amounts shown above represent the Company’s cumulative TSR on an assumed investment of $100 in shares of our common stock over the indicated measurement period. The cumulative TSR reported above is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the indicated measurement period by our share price at the beginning of the measurement period. (6)The amounts shown above represent the cumulative peer group TSR on an assumed investment of $100, weighted according to the respective peer group companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P500 Bank Index included in our Annual Report on Form 10-K. (7)The amounts shown above represent the amount of net income reflected in our audited financial statements for the covered year. (8)The amounts shown above representing Actual Performance Compared to Budgeted Expectations is comprised of Net Income Available to Common Shareholders compared to Budgeted Net Income Available to Common Shareholders which is a GAAP measure used by the Company. While we use numerous financial and nonfinancial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that Actual Performance Compared to Budgeted Expectations is the financial performance measure that, in our reasonable best assessment, represents the most important performance measure used by us to link "compensation actually paid" to the CEO and Other Named Executive Officers, for the most recently completed fiscal year, to our performance.

  75. Description of the Relationship Between Compensation Actually Paid and Company Performance

    Description of the Relationship Between Compensation Actually Paid and Company Performance The graph below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other Named Executive Officers and our net income over the four fiscal years ending December 31, 2023. The graph below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other Named Executive Officers and our cumulative total shareholder return over the four fiscal years ending December 31, 2023. In addition, the table below shows the relationship between our cumulative total shareholder return and our peer group total shareholder return over that same period. The graph below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other Named Executive Officers and our Actual Performance Compared to Budgeted Expectations over the four fiscal years ending December 31, 2023.

  76. Pay Ratio

    Pay Ratio The SEC requires disclosure of the CEO to median employee pay ratio. As shown in the Summary Compensation Table, Mr. Green received total annual compensation in 2023 of $6,487,854. Our median employee’s total annual compensation was $76,044. As a result, the ratio of Mr. Green’s compensation to that of our median employee was approximately 85:1. To identify our median employee, we used our entire workforce population as of December 31, 2021 and measured compensation based on IRS reportable wages, annualizing the pay of those employees in permanent positions but working less than the whole year. As permitted under SEC rules, we are using the same median employee for our 2023 pay ratio that we used for our 2021 and 2022 pay ratios as there has not been a significant change to our employee population, our employee compensation arrangements, our median employee or any circumstances that we believe would significantly impact our pay ratio disclosure. After identifying our median employee, we calculated 2023 annual total compensation for our median employee using the same methodology that we used to determine our CEO’s 2023 annual total compensation for the Summary Compensation Table.