Cullen/Frost Bankers, Inc DEF 14A, filed Mar 21, 2025

Cullen/Frost Bankers, Inc. (CFR)

DEF 14A 2025-03-21 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Cullen/Frost Bankers, Inc filed this DEF 14A on March 21, 2025.

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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 thirteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2026 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, 2025.

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 21, 2025


TABLE OF CONTENTS		Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY SUMMARY		1
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS		8
	Meetings and Attendance	8
	Committees of the Board	8
	Leadership Structure	9
	Risk Oversight	10
	Director Refreshment and Board Evaluation Process	12
	Director Compensation	13
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		15
CORPORATE GOVERNANCE MATTERS		22
	Director Independence	22
	Meetings of Non-Management Directors	23
	Communications with Directors	23
	Corporate Governance Guidelines	23
	Code of Business Conduct and Ethics	23
	Insider Trading Policy and Procedures	23
CERTAIN TRANSACTIONS AND RELATIONSHIPS		24
EXECUTIVE COMPENSATION AND RELATED INFORMATION		25
	Compensation and Benefits Committee Governance	25
	Compensation and Benefits Committee Interlocks and Insider Participation	26
	Compensation and Benefits Committee Report	26
	Compensation Discussion and Analysis	27
	Executive Summary	27
	2024 Say on Pay Vote	29
	Objectives of the Compensation Program	29
	Design of the Total Compensation Program and Overview of Compensation Decisions Made in 2024	29
	Relation of Pay Practices to Risk Management	31
	Elements of Compensation: The 2024 Compensation Program Detail and Key 2025 Actions	32
	Summary Compensation Table	41
	Grants of Plan-Based Awards Table	42
	Holdings of Previously Awarded Equity Table	43
	Options Exercised and Stock Vested Table	44
	Post-Employment Benefits	44
	Potential Payments upon Termination or Change in Control	46
	Pay versus Performance	48
	Pay Ratio	51
PROPOSAL NO. 2 - NONBINDING APPROVAL OF EXECUTIVE COMPENSATION		52
AUDIT COMMITTEE REPORT		53
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF AUDITORS		54
PRINCIPAL SHAREHOLDERS		55
STOCK OWNERSHIP OF SECTION 16(A) EXECUTIVE OFFICERS AND DIRECTORS		56
DELINQUENT SECTION 16(A) REPORTS		56
RECORD DATE AND VOTING RIGHTS		56
	Proxies	57
	Quorum and Voting Requirements	57
	Expenses of Solicitation	58
	Householding	58
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL SHAREHOLDER MEETING		58
FORWARD-LOOKING STATEMENTS		59
OTHER MATTERS		59
APPENDIX A		60



Date:			Wednesday, April 30, 2025

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

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

Record Date:			March 4, 2025




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 thirteen director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2026 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, 2025.	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. Highlights: •We continued to refresh our board ensuring that we have an experienced and highly skilled set of directors that provide a range of viewpoints. In January 2024, we added one new independent director and the Board has nominated another independent director for this Annual Meeting. •Increased the independence of our Board to 92% independent directors. •Maintained a robust annual self-evaluation process for the Board and each Committee.						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. Highlights: •Each year we review our benefits package and enhance it when appropriate. For example, in 2025, we increased our 401(k) matching contribution for all employees to 7% of base salary. •Frost is providing caregiver support to assist those employees taking care of their loved ones, from childcare to elder care. •At December 31, 2024, we employed 5,854 full-time equivalent employees. During 2024, approximately 46% of our open positions were filled by internal candidates and approximately 735 employees were promoted.



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. Highlights: •In 2024, our employees engaged in over 24,000 hours of community service. •Frost and the Frost Foundation distributed over $5 million in donations and grants to hundreds of organizations in 2024. •Frost for Good participated in 240 projects for 136 different community organizations.						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. Highlights: •In 2024, our cross-functional Climate Risk Working Group continued to work on enterprise-wide efforts related to climate risk management, including closely monitoring regulatory developments on climate risk. •Utilized environmentally friendly construction practices resulting in reduced water usage, energy consumption, and material waste.



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

			Jerry Salinas *			Former 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 2024

Audit	Cynthia J. Comparin* Hope Andrade Samuel G. Dawson David J. Haemisegger Charles W. Matthews Joseph A. Pierce Linda B. Rutherford	•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.	4

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 ESG 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 Phillip D. Green David H. Haemisegger Charles W. Matthews 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	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


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


SUSTAINABILITY PILLARS


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	Total ($)
Carlos Alvarez	21,250	-	21,250
Hope Andrade	90,167	84,943	175,110
Chris M. Avery	100,833	84,943	185,776
Anthony R. Chase	102,167	84,943	187,110
Cynthia J. Comparin	108,333	84,943	193,276
Samuel G. Dawson	105,500	84,943	190,443
Crawford H. Edwards	98,333	84,943	183,276
David J. Haemisegger	98,000	84,943	182,943
Charles W. Matthews	183,000	84,943	267,943
Joseph A. Pierce	102,500	84,943	187,443
Linda B. Rutherford	105,500	84,943	190,443
Jack Willome	100,833	84,943	185,776


Fee			($)
Annual Retainer:
Annual Cash Retainer			75,000
Lead Director Retainer			40,000

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			7,500
Risk Chair			20,000
Risk Member			10,000
Technology Chair			10,000
Technology Member			5,000

Equity Grant:
Deferred Stock Units Target Value			85,000


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

	Age: 66	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.


Name			Deferred Stock Units Outstanding (#)
Hope Andrade			727
Chris M. Avery			5,823
Anthony R. Chase			3,640
Cynthia J. Comparin			4,224
Samuel G. Dawson			5,191
Crawford H. Edwards			10,109
David J. Haemisegger			9,564
Charles W. Matthews			8,403
Joseph A. Pierce			1,500
Linda B. Rutherford			2,098
Jack Willome			1,500


JOHN T. ENGATES

	FIELD CHIEF TECHNOLOGY OFFICER	Committee Membership:
	CLOUDFLARE, INC.

	Age: 53	N/A

	Director Since: N/A

	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 has served as the Field Chief Technology Officer for Cloudflare, Inc. since 2021. He previously served as the Client Chief Technology Officer of 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 currently serves as a director of James Avery Craftsman Jewelry.


PHILLIP D. GREEN

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

	Age: 70	Executive

	Director Since: 2016	Risk

Qualifications:
Over 44 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 31 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 15 consecutive years, and earning the most Greenwich Excellence Awards for service to business clients among banks nationwide for eight 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 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. He and his wife Sandy are members of the McCombs School of Business Cornerstone Society. Mr. Green was inducted into the McCombs School of Business Hall of Fame in November of 2023. As a member of the Board of Directors of the Tobin Center for the Performing Arts, he serves as Board Chair. Mr. Green is a member of the Executive Committee and Board of Trustees of the United Way of San Antonio and Bexar County and was the Campaign Chair for their 2024 campaign. He has served as an executive board member of the San Antonio Chamber of Commerce and is a Past Chair. He previously served on the Federal Reserve Board’s Federal Advisory Council from 2018 through 2021, serving the Fed's 11th District and has been asked to serve another three-year term to represent the 11th District beginning in 2025. 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 48 years and have six grown children.


JOSEPH A. PIERCE

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

	Age: 56	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 an Advisory Director to Enterprise Mobility.



Charles W. Matthews, Committee Chair			Joseph A. Pierce

Chris M. Avery			Linda B. Rutherford

Anthony R. Chase			Jack Willome

Samuel G. Dawson


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

						Jerry Salinas			Former 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


2024 Compensation Actions During 2024, 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 2.85% on average effective January 1, 2025 (with the exception of Jerry Salinas who retired as CFO on December 31, 2024);
•	Annual incentive payments for 2024 performance paid in 2025 at 110% 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 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.


	2024 Base	2025 Base	%
Named Executive Officer	Salary	Salary	Change

Phillip D. Green	$1,225,000	$1,260,000	3	%

Jerry Salinas1	$650,000	—	—

Paul H. Bracher	$670,000	$690,000	3	%

Jimmy Stead	$640,000	$655,000	2	%

Coolidge E. Rhodes, Jr.	$620,000	$640,000	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			2024 Incentive Target

Jerry Salinas			90%

Paul H. Bracher			90%

Jimmy Stead			90%

Coolidge E. Rhodes, Jr.			90%


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


2021 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 2021


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.
Profit Sharing Restoration 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 ($)	Stock Awards ($)(1)	Non Equity Incentive Plan Compensation ($)(2)	Change in Pension Value and Nonqualified Deferred Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Phillip D. Green	2024	1,225,000	3,520,010	1,819,125	—	168,275	6,732,410
Chairman of the Board and CEO of Cullen/Frost and Frost Bank	2023	1,200,000	3,400,043	1,458,000	—	429,811	6,487,854
	2022	1,100,000	3,174,997	1,787,500	—	305,599	6,368,096


Jerry Salinas(5)	2024	650,000	819,917	643,500	—	46,114	2,159,531
Group Executive Vice President and CFO of Cullen/Frost and Frost Bank	2023	630,000	819,980	481,950	19,633	67,739	2,019,302
	2022	600,000	789,986	624,000	—	56,581	2,070,567


Paul H. Bracher	2024	670,000	855,083	663,300	—	51,557	2,239,940
President, Group Executive Vice President and Chief Banking Officer of Cullen/Frost and Frost Bank	2023	650,000	827,053	497,250	—	63,019	2,037,322
	2022	605,000	800,062	629,200	—	57,765	2,092,027

Jimmy Stead	2024	640,000	818,013	633,600	—	43,748	2,135,361
Group Executive Vice President and Chief Consumer Banking and Technology Officer of Cullen/Frost and Frost Bank	2023	625,000	785,027	478,125	563	54,498	1,943,213
	2022	550,000	749,948	572,000	—	42,010	1,913,958

Coolidge E. Rhodes, Jr.	2024	620,000	640,009	613,800	—	41,872	1,915,681
Group Executive Vice President and General Counsel and Corporate Secretary of Cullen/Frost and Frost Bank	2023	605,000	625,037	462,825	—	40,851	1,733,713
	2022	575,000	600,013	598,000	—	32,736	1,805,749


Named Executive Officer	2022 ($)	2023 ($)	2024 ($)
Phillip D. Green	2,381,190	2,550,039	1,319,927
Jerry Salinas	592,496	615,013	307,459
Paul H. Bracher	600,100	620,280	320,686
Jimmy Stead	562,481	588,790	306,744
Coolidge E. Rhodes, Jr.	450,025	468,768	240,068


Name	Year	Perquisites and Other Personal Benefits ($)(1)	Thrift Plan Match ($)(2)	Group Term Life ($)	401(k) Match ($) (3)	Total ($)

Phillip D. Green	2024	93,564	52,800	1,211	20,700	168,275

Jerry Salinas	2024	6,650	18,300	464	20,700	46,114

Paul H. Bracher	2024	10,893	19,500	464	20,700	51,557

Jimmy Stead	2024	3,308	17,700	2,040	20,700	43,748

Coolidge E. Rhodes, Jr.	2024	1,175	16,500	714	23,483	41,872


								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	10/29/2024	0	1,653,750	—	3,692	7,384	11,076	20,341	2,640,058	3,520,010

Jerry Salinas	10/29/2024	0	585,000	—	860	1,720	2,580	4,738	614,945	819,917

Paul H. Bracher	10/29/2024	0	603,000	—	897	1,794	2,691	4,941	641,292	855,083

Jimmy Stead	10/29/2024	0	576,000	—	858	1,716	2,574	4,727	613,517	818,013

Coolidge E. Rhodes, Jr.	10/29/2024	0	558,000	—	672	1,343	2,015	3,698	479,963	640,009