Cullen/Frost Bankers, Inc DEF 14A, filed Mar 20, 2026

Cullen/Frost Bankers, Inc. (CFR)

DEF 14A 2026-03-20 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Cullen/Frost Bankers, Inc filed this DEF 14A on March 20, 2026.

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☐			Preliminary Proxy Statement

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

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


☒						No fee required

☐						Fee paid previously with preliminary materials

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


1.			To elect fourteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2027 Annual Meeting of Shareholders.

2.			To provide nonbinding approval of executive compensation.

3.			To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2026.

4.			To transact any other business that may properly come before the meeting.


			By Order of the Board of Directors,

			Coolidge E. Rhodes, Jr.
			Group Executive Vice President
			General Counsel and Corporate Secretary

Dated: March 20, 2026


TABLE OF CONTENTS		Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY SUMMARY		1
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS		9
	Meetings and Attendance	9
	Committees of the Board	9
	Leadership Structure	10
	Risk Oversight	11
	Shareholder Engagement	13
	Director Refreshment and Board Evaluation Process	14
	Director Compensation	15
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		17
CORPORATE GOVERNANCE MATTERS		24
	Director Independence	24
	Meetings of Non-Management Directors	25
	Communications with Directors	25
	Corporate Governance Guidelines	25
	Code of Business Conduct and Ethics	25
	Insider Trading Policy and Procedures	25
CERTAIN TRANSACTIONS AND RELATIONSHIPS		26
EXECUTIVE COMPENSATION AND RELATED INFORMATION		27
	Compensation and Benefits Committee Governance	27
	Compensation and Benefits Committee Interlocks and Insider Participation	28
	Compensation and Benefits Committee Report	28
	Compensation Discussion and Analysis	29
	Executive Summary	29
	2025 Say on Pay Vote	31
	Objectives of the Compensation Program	31
	Design of the Total Compensation Program and Overview of Compensation Decisions Made in 2025	31
	Relation of Pay Practices to Risk Management	33
	Elements of Compensation: The 2025 Compensation Program Detail and Key 2026 Actions	33
	Summary Compensation Table	42
	Grants of Plan-Based Awards Table	43
	Holdings of Previously Awarded Equity Table	44
	Options Exercised and Stock Vested Table	45
	Post-Employment Benefits	45
	Potential Payments upon Termination or Change in Control	47
	Pay versus Performance	49
	Pay Ratio	52
PROPOSAL NO. 2 - NONBINDING APPROVAL OF EXECUTIVE COMPENSATION		53
AUDIT COMMITTEE REPORT		54
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF AUDITORS		55
PRINCIPAL SHAREHOLDERS		56
STOCK OWNERSHIP OF SECTION 16(a) EXECUTIVE OFFICERS AND DIRECTORS		57
DELINQUENT SECTION 16(a) REPORTS		57
RECORD DATE AND VOTING RIGHTS		57
	Proxies	58
	Quorum and Voting Requirements	58
	Expenses of Solicitation	59
	Householding	59
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL SHAREHOLDER MEETING		59
FORWARD-LOOKING STATEMENTS		60
OTHER MATTERS		60
APPENDIX A		61



Date:			Wednesday, April 29, 2026

Time:			10:30 a.m., Central Time

Location:			Frost Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205

Record Date:			March 4, 2026




Online	By Phone	By Mail	In Person

Registered holders: www.proxydocs.com/CFR Beneficial holders: Follow instructions provided by your broker, bank, or other nominee.	Call the phone number at the top of your proxy card.	Complete, sign, date and return your proxy card in the envelope provided.	If you choose to vote during the Annual Meeting, you will need the control number appearing on the Notice of Internet Availability of Proxy Materials or proxy card distributed to you.


Item		Board Recommendation

1.	To elect fourteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2027 Annual Meeting of Shareholders.	FOR

2.	To provide nonbinding approval of executive compensation.	FOR

3.	To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2026.	FOR

4.	To transact any other business that may properly come before the meeting.	__



Our Mission Statement
We will grow and prosper, building long-term relationships based on top-quality service, high ethical standards and safe, sound assets.


Our Core Values
Integrity			A steadfast adherence to an ethical code. We go out of our way to do the right thing, even when no one is looking. Integrity is woven into the very fabric of our business. Since 1868, we've fostered a culture of doing the right thing because it's the right thing to do. We own our successes and mistakes, we treat everyone with dignity and respect, and we always keep our word.
Caring			We are committed to investing in our communities and providing support for programs and services which have a direct impact on the people who live and work there. You’ll find our employees actively working in our communities through charitable endeavors, facilitating financial literacy classes and more.
Excellence			Commitment to being outstanding. We go above and beyond expectations to deliver sustained superior financial performance and success and satisfaction for all.




COMMITMENT TO CORPORATE GOVERNANCE We believe that good corporate governance is critical to our long-term success and execution of our strategy. The Board has adopted thoughtful governance practices and processes intended to ensure independence, transparency, management accountability, effective decision making, and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our core values, are critical to providing lasting value to the shareholders of our Company.						COMMITMENT TO OUR PEOPLE We're committed to making a difference in people's lives by fostering an inclusive and supportive workplace for all and by treating people with dignity and respect. We remain focused on supporting our employees across the full employee lifecycle from recruitment, onboarding, training, and development. We are focused on actively listening to our workforce, broadening our talent pipeline, and promoting the physical, mental, and financial wellness of our employees.



COMMITMENT TO OUR COMMUNITIES We continue making substantial impacts in the communities where our customers and our employees live and work. Through lending, investing, grants, and volunteerism, we participate in the growth, revitalization, and sustainability of the communities we proudly serve.						COMMITMENT TO CONSERVATION Our commitment to conservation begins with understanding the potential impact of environmental risks and opportunities to care for our environment and natural resources, as well as strengthen our business resilience and improve operational efficiency to reduce our impact on the environment.



			Phillip D. Green			Chairman of the Board and CEO of Cullen/Frost and Frost Bank

			Daniel J. Geddes			Group Executive Vice President and CFO of Cullen/Frost and Frost Bank

			Paul H. Bracher			President, Group Executive Vice President and Chief Banking Officer of Cullen/Frost and Frost Bank

			Jimmy Stead			Group Executive Vice President and Chief Consumer Banking and Technology Officer of Cullen/Frost and Frost Bank

			Coolidge E. Rhodes, Jr.			Group Executive Vice President and General Counsel and Corporate Secretary of Cullen/Frost and Frost Bank


Committee	Members (*Chair)	Primary Responsibilities	Meetings in 2025

Audit	Cynthia J. Comparin* Hope Andrade Samuel G. Dawson David J. Haemisegger Charles W. Matthews Joseph A. Pierce Jeffrey M. Rummel Linda B. Rutherford Marsha M. Shields	•Assists Board oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of the independent auditors and our internal audit function. •Appoints, compensates, retains and oversees the independent auditors, and pre-approves all audit and non-audit services.	5

Compensation and Benefits	Charles W. Matthews* Chris M. Avery Anthony R. Chase Samuel G. Dawson Joseph A. Pierce Linda B. Rutherford Jack Willome	•Oversight of the development and implementation of our compensation and benefits programs. •Reviews and approves the corporate goals and objectives relevant to the compensation of the Chief Executive Officer (the "CEO"), evaluates the CEO’s performance based on those goals and objectives, and sets the CEO’s compensation based on the evaluation. •Oversight of human capital management.	3

Corporate Governance and Nominating	Charles W. Matthews* Chris M. Avery Anthony R. Chase Samuel G. Dawson Joseph A. Pierce Linda B. Rutherford Jack Willome	•Maintains and reviews our corporate governance guidelines. •Oversight of and establishes procedures for the evaluation of the Board. •Identifies and recommends candidates for election to the Board. •Reviews related party transactions. •Responsible for CEO succession plan discussions. •Oversight of our sustainability business strategy.	2

Executive	Phillip D. Green* Charles W. Matthews	•Acts for the Board in between meetings, except as limited by resolutions of the Board, our Articles of Incorporation or Bylaws, and applicable law.	__

Risk	Crawford H. Edwards* Hope Andrade Anthony R. Chase John T. Engates Phillip D. Green David H. Haemisegger Charles W. Matthews Jeffrey M. Rummel Marsha M. Shields Jack Willome	•Oversight of our long-term strategy development. •Oversight of our enterprise risk management framework, including policies, procedures, strategies and systems established to measure, mitigate, monitor and report major risks. •Assists Board oversight across the organization for the types of risks to which we are exposed, including: credit, operational, compliance/regulatory, liquidity, and reputation.	4

Technology and Cybersecurity	John T. Engates* Chris M. Avery Cynthia J. Comparin Crawford H. Edwards Charles W. Matthews	•Oversight of our information technology and information security programs, including cybersecurity.	4


Powers and Duties of our Lead Director

•Provides independent leadership			•Leads the annual CEO evaluation
•Serves as an advisor to the Chairman			•Presides at executive sessions of the independent directors
•Engages with other directors as needed in between Board and Committee meetings			•Provides guidance to the Chairman on Board composition and refreshment
•Presides at any Board meeting at which the Chairman is not present			•Oversight of the Board's governance processes, including Board evaluations, succession planning, and other governance-related matters
•Reviews the agenda, schedule, and materials for each Board meeting in advance


Who We Met with in Fiscal Year 2025

We offered to meet with shareholders representing approximately 66% of shares outstanding									We met with 146 investors representing approximately 30% of shares outstanding



Our Primary Engagement Team									What We Discussed
•CEO									•Corporate Strategy
•CFO									•Financial and Operating Performance
•Investor Relations Officer									•Risk Management
									•Corporate Governance


SUSTAINABILITY PILLARS


Topics considered during the Board and committee evaluations include:

•	Board culture	•	Strategic oversight
•	Board skills and experience	•	Committee responsibilities
•	Director refreshment	•	Board meeting mechanics
•	Risk oversight	•	Crisis management


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	Total ($)
Hope Andrade	100,000	85,023	185,023
Chris M. Avery	98,750	85,023	183,773
Anthony R. Chase	102,500	85,023	187,523
Cynthia J. Comparin	110,000	85,023	195,023
Samuel G. Dawson	107,500	85,023	192,523
Crawford H. Edwards	100,000	85,023	185,023
John T. Engates	63,334	85,023	148,357
David J. Haemisegger	100,000	85,023	185,023
Charles W. Matthews	190,000	85,023	275,023
Joseph A. Pierce	107,500	85,023	192,523
Linda B. Rutherford	107,500	85,023	192,523
Jack Willome	102,500	85,023	187,523


Fees			($)
Annual Retainer:
Annual Cash Retainer			80,000
Lead Director Retainer			45,000

Committee Retainer Fees:
Audit Chair			30,000
Audit Member			15,000
Compensation and Benefits Chair			20,000
Compensation and Benefits Member			10,000
Corporate Governance and Nominating Chair			20,000
Corporate Governance and Nominating Member			10,000
Risk Chair			20,000
Risk Member			10,000
Technology and Cybersecurity Chair			10,000
Technology and Cybersecurity Member			5,000

Equity Grant:
Deferred Stock Units Target Value			90,000


Name			Deferred Stock Units Outstanding (#)
Hope Andrade			1,457
Chris M. Avery			6,553
Anthony R. Chase			4,370
Cynthia J. Comparin			4,954
Samuel G. Dawson			5,921
Crawford H. Edwards			10,839
John T. Engates			730
David J. Haemisegger			10,294
Charles W. Matthews			9,133
Joseph A. Pierce			2,230
Linda B. Rutherford			2,828
Jack Willome			2,230


ANTHONY ("TONY") R. CHASE
	FORMER CHAIRMAN AND CEO	Committee Membership:
	CHASESOURCE, LP

	Age: 71	Compensation and Benefits

	Director Since: 2020	Corporate Governance and Nominating

	Independent	Risk

Qualifications:
Considerable experience in corporate governance, banking, regulatory, and real estate matters.

Biographical Information:
Mr. Anthony R. Chase is the former Chairman and CEO of ChaseSource, LP, a staffing, facilities management, and real estate development firm. Mr. Chase has started and sold multiple ventures including, Chase Radio Partners, Cricket Wireless, a nationwide cell phone service provider that he started together with Qualcomm in 1993 and 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: 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 National Energy Services Reunited Corp. He previously served on the Boards of Par Pacific Holdings, Inc. until 2024 and Heritage Crystal Clean, Inc. until 2022. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center.


CRAWFORD H. EDWARDS
	PRESIDENT	Committee Membership:
	CASSCO DEVELOPMENT CO.

	Age: 67	Risk

	Director Since: 2005	Technology and Cybersecurity

	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.


JOHN T. ENGATES

	FORMER FIELD CHIEF TECHNOLOGY OFFICER	Committee Membership:
	CLOUDFLARE, INC.

	Age: 54	Risk

	Director Since: 2025	Technology and Cybersecurity

	Independent

Qualifications:
Extensive experience in information technology, including cybersecurity and cloud technology, as well as knowledge of the communities we serve.

Biographical Information:
Mr. Engates served as the Vice President and Field Chief Technology Officer at Cloudflare, Inc. from 2021 to July 2025 where he founded and led the company's Field CTO organization, advising global enterprises and public sector institutions on cybersecurity, digital transformation, and emerging technologies including AI and quantum readiness. Prior to Cloudflare, he was the Client Chief Technology Officer at NTT Global Networks from 2018 to 2020 and the Global Chief Technology Officer for Rackspace from 2002 to 2018. He holds a Bachelor of Business Administration from the University of Texas San Antonio. Mr. Engates is a founding member of the UTSA College of Sciences Advancement Council and is the President of the San Antonio Chapter of the Society for Information Management (SIM). He also currently serves as a director of James Avery Craftsman, Inc.


PHILLIP D. GREEN

	CHAIRMAN AND CEO	Committee Membership:
	CULLEN/FROST AND FROST BANK

	Age: 71	Executive

	Director Since: 2016	Risk

Qualifications:
Over 45 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:
Mr. Phillip D. Green serves as Chairman and Chief Executive Officer of Cullen/Frost Bankers, Inc., and Frost Bank. Mr. Green 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 Mr. Green’s 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. Mr. Green launched a significant multi-year expansion of the Company's physical locations in major Texas markets representing a significant commitment to organic growth. 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 16 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 serves as the Vice Chairman of the Board of Directors of the Southwest Research Institute and chairs the Investment Committee. He serves on the University of Texas at Austin Chancellor’s Council Executive Committee, McCombs School of Business Advisory Council, and the McCombs Scholars Program committee. Mr. Green and his wife, Sandy, are members of the McCombs School of Business Cornerstone Society and he was inducted into the McCombs School of Business Hall of Fame in November of 2023. Mr. Green is on the Board of Directors of The Tobin Center for the Performing Arts, where he has served as board chair and is a past chair of the Greater San Antonio Chamber of Commerce. He is currently serving 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 49 years and have six grown children.


JOSEPH A. PIERCE

	SENIOR VICE PRESIDENT AND GENERAL COUNSEL	Committee Membership:
	AMB SPORTS & ENTERTAINMENT

	Age: 57	Audit

	Director Since: 2022	Compensation and Benefits

	Independent	Corporate Governance and Nominating

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 a member of the Board of Directors of Enterprise Mobility.


JEFFREY M. RUMMEL

	FORMER SAN ANTONIO OFFICE MANAGING PARTNER	Committee Membership:
	ERNST & YOUNG

	Age: 60	Audit

	Director Since: January 2026	Risk

	Independent

Qualifications:
Significant experience auditing and overseeing risk of large, complex financial institutions and knowledge of the communities that we serve.

Biographical Information:
Mr. Jeffrey M. Rummel served as the San Antonio Office Managing Partner of Ernst & Young (“EY”) from 2020 to June 2025. He served as the lead audit partner on a number of publicly traded companies in the financial services sector as well as various leadership roles at EY for over 37 years. Mr. Rummel's leadership roles included Market Segment Leader of the Southwest Region of Financial Services Office from 2015 to 2018. the BCM Southwest Regional Practice Leader from 2013 to 2015, and the Regional Bank Audit Practice Leader of the Southwest Region from 2009 to 2013. Mr. Rummel has significant experience auditing and assessing risk at large complex financial institutions. Mr. Rummel is a board member of the Alamo Bowl. Mr. Rummel holds a Bachelor's Degree from the University of Texas and is a retired certified public accountant.



Charles W. Matthews, Committee Chair			Joseph A. Pierce

Chris M. Avery			Linda B. Rutherford

Anthony R. Chase			Jack Willome

Samuel G. Dawson


2025 Compensation Actions During 2025, taking into account our strong financial performance, our management team’s performance and 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 4.3% on average effective January 1, 2026;
•	Annual incentive payments for 2025 performance paid in 2026 at 122% of target; and
•	Long-term incentive award grants consisting of 25% performance stock units and 75% restricted stock units.



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 three-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.


	2025 Base	2026 Base	%
Named Executive Officer	Salary	Salary	Change

Phillip D. Green	$1,260,000	$1,300,000	3	%

Daniel J. Geddes	$500,000	$550,000	10	%

Paul H. Bracher	$690,000	$705,000	2	%

Jimmy Stead	$655,000	$675,000	3	%

Coolidge E. Rhodes, Jr.	$640,000	$660,000	3	%


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 talented, culturally aligned workforce, consistent retention of key employees, and the ongoing motivation of all staff. Offers personal involvement in the recruiting process of key employees 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.


Named Executive Officer			2025 Incentive Target

Daniel J. Geddes			80%

Paul H. Bracher			90%

Jimmy Stead			90%

Coolidge E. Rhodes, Jr.			90%


Named Executive Officer			2026 Incentive Target

Daniel J. Geddes			90%

Paul H. Bracher			100%

Jimmy Stead			100%

Coolidge E. Rhodes, Jr.			100%


Return on Assets Performance Level Achieved Relative to Peer Group						Award Payout Percentage
<25th Percentile						0% of Target
25th Percentile						50% of Target
50th Percentile						100% of Target
75th Percentile or greater						150% of Target


Pre-Provision Net Revenue Calculation

Taxable-equivalent Net Interest Income (excluding the effects of Paycheck Protection Program (PPP) Lending)
plus
Non-Interest Income
less
Non-Interest Expense (excluding the effects of PPP Lending)
less
Net Charge-offs


2022 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 2022


Retirement Benefit Plan	Purpose	NEO Participation	All Employee Participation
401(k) Plan	A tax-qualified retirement plan to provide for the welfare and future financial security of the employee as well as align employee and shareholder interests. The 401(k) Plan includes a Profit Sharing component that is also tax-qualified.
Thrift Incentive Plan	A non-qualified plan to provide benefits comparable to the 401(k) for Named Executive Officers that would otherwise be reduced due to Internal Revenue Code limits.
Restoration Profit Sharing Plan	A non-qualified plan that provides benefits comparable to the Profit Sharing component of the 401(k) Plan for Named Executive Officers that would otherwise be reduced due to Internal Revenue Code limits.
Retirement Plan(1)	A tax-qualified pension plan to provide for the welfare and future financial security of the employee.
Retirement Restoration Plan(1)	A non-qualified plan to provide benefits comparable to the Retirement Plan for Named Executive Officers that would otherwise be reduced due to Internal Revenue Code limits.


Participant			Target Ownership Level
Chairman and CEO			Five times Base Salary
All Other Executive Officers			Three times Base Salary
Non-Management Directors			Five times Annual Cash Retainer


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Phillip D. Green	2025	1,260,000	9,692	4,000,081	2,075,220	6,399	274,582	7,625,974
Chairman of the Board and CEO of Cullen/Frost and Frost Bank	2024	1,225,000		3,520,010	1,819,125	—	168,275	6,732,410
	2023	1,200,000		3,400,043	1,458,000	—	429,811	6,487,854


Daniel J. Geddes(6)	2025	500,000	3,846	650,484	488,000	1,308	57,310	1,700,948
Group Executive Vice President and CFO of Cullen/Frost and Frost Bank


Paul H. Bracher	2025	690,000	5,308	950,474	757,620	5,469	57,069	2,465,940
President, Group Executive Vice President and Chief Banking Officer of Cullen/Frost and Frost Bank	2024	670,000		855,083	663,300	—	51,557	2,239,940
	2023	650,000		827,053	497,250	—	63,019	2,037,322

Jimmy Stead	2025	655,000	5,038	900,005	719,190	714	50,110	2,330,057
Group Executive Vice President and Chief Consumer Banking and Technology Officer of Cullen/Frost and Frost Bank	2024	640,000		818,013	633,600	—	43,748	2,135,361
	2023	625,000		785,027	478,125	563	54,498	1,943,213

Coolidge E. Rhodes, Jr.	2025	640,000	4,923	699,980	702,720	—	54,933	2,102,556
Group Executive Vice President and General Counsel and Corporate Secretary of Cullen/Frost and Frost Bank	2024	620,000		640,009	613,800	—	41,872	1,915,681
	2023	605,000		625,037	462,825	—	40,851	1,733,713