CULLEN/FROST BANKERS, INC. Files 2024 Proxy Statement

Ticker: CFR-PB · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 39263

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Cullen/Frost Bankers, Shareholder Meeting

TL;DR

<b>Cullen/Frost Bankers, Inc. has filed its 2024 proxy statement detailing executive compensation and corporate governance for the fiscal year 2023.</b>

AI Summary

CULLEN/FROST BANKERS, INC. (CFR-PB) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. Cullen/Frost Bankers, Inc. filed a DEF 14A (Proxy Statement) on March 8, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 111 W Houston St, San Antonio, TX 78205. The filing includes information related to executive compensation for the years 2020-2023. The SIC code for the company is 6021 (National Commercial Banks).

Why It Matters

For investors and stakeholders tracking CULLEN/FROST BANKERS, INC., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting. Shareholders can use this document to make informed decisions about company leadership and strategic direction, particularly concerning executive pay structures and potential equity awards.

Risk Assessment

Risk Level: low — CULLEN/FROST BANKERS, INC. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a standard disclosure process.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's remuneration and potential areas of shareholder interest.

Key Numbers

Key Players & Entities

FAQ

When did CULLEN/FROST BANKERS, INC. file this DEF 14A?

CULLEN/FROST BANKERS, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CULLEN/FROST BANKERS, INC. (CFR-PB).

Where can I read the original DEF 14A filing from CULLEN/FROST BANKERS, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CULLEN/FROST BANKERS, INC..

What are the key takeaways from CULLEN/FROST BANKERS, INC.'s DEF 14A?

CULLEN/FROST BANKERS, INC. filed this DEF 14A on March 8, 2024. Key takeaways: Cullen/Frost Bankers, Inc. filed a DEF 14A (Proxy Statement) on March 8, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 111 W Houston St, San Antonio, TX 78205..

Is CULLEN/FROST BANKERS, INC. a risky investment based on this filing?

Based on this DEF 14A, CULLEN/FROST BANKERS, INC. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a standard disclosure process.

What should investors do after reading CULLEN/FROST BANKERS, INC.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management's remuneration and potential areas of shareholder interest. The overall sentiment from this filing is neutral.

How does CULLEN/FROST BANKERS, INC. compare to its industry peers?

Cullen/Frost Bankers, Inc. operates within the National Commercial Banks industry (SIC 6021). This filing is a standard proxy statement for a publicly traded bank.

Are there regulatory concerns for CULLEN/FROST BANKERS, INC.?

As a publicly traded company, Cullen/Frost Bankers, Inc. is subject to SEC regulations requiring the filing of proxy statements (DEF 14A) to inform shareholders about corporate governance and voting matters.

Industry Context

Cullen/Frost Bankers, Inc. operates within the National Commercial Banks industry (SIC 6021). This filing is a standard proxy statement for a publicly traded bank.

Regulatory Implications

As a publicly traded company, Cullen/Frost Bankers, Inc. is subject to SEC regulations requiring the filing of proxy statements (DEF 14A) to inform shareholders about corporate governance and voting matters.

What Investors Should Do

  1. Review the executive compensation tables for detailed information on salaries, bonuses, and equity awards for named executive officers.
  2. Examine any shareholder proposals or director nominations presented for vote.
  3. Note the dates and details of the upcoming annual shareholder meeting, if specified in the filing.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A (Proxy Statement) for the fiscal year ending 2023, which is a routine disclosure and does not represent a change from previous filings in terms of financial performance or operational status.

Filing Stats: 4,384 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-03-08 11:58:43

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION AND RELATED INFORMATION 24

EXECUTIVE COMPENSATION AND RELATED INFORMATION 24 Compensation and Benefits Committee Governance 24 Compensation and Benefits Committee Interlocks and Insider Participation 25 Compensation and Benefits Committee Report 25 Compensation Discussion and Analysis 26 Executive Summary 26 2023 Say on Pay Vote 28 Objectives of the Compensation Program 28 Design of the Total Compensation Program and Overview of Compensation Decisions Made in 2023 28 Relation of Pay Practices to Risk Management 30 Elements of Compensation: The 2023 Compensation Program Detail and Key 2024 Actions 31 Summary Compensation Table 40 Grants of Plan-Based Awards Table 41 Holdings of Previously Awarded Equity Table 42 Options Exercised and Stock Vested Table 43 Post-Employment Benefits 43 Potential Payments upon Termination or Change in Control 45 Pay versus Performance 47 Pay Ratio 50 Stock Ownership of Section 16(a) Executive Officers and Directors 51 PROPOSAL NO. 2 - NONBINDING APPROVAL OF EXECUTIVE COMPENSATION 52 PROPOSAL NO. 3 - 2024 EQUITY INCENTIVE PLAN 53 AUDIT COMMITTEE REPORT 60 PROPOSAL NO. 4 - RATIFICATION OF THE APPOINTMENT OF AUDITORS 61 PRINCIPAL SHAREHOLDERS 62 DELINQUENT SECTION 16(A) REPORTS 62 RECORD DATE AND VOTING RIGHTS 62 Proxies 62 Quorum and Voting Requirements 63 Expenses of Solicitation 64 Householding 64 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL SHAREHOLDER MEETING 64

FORWARD-LOOKING STATEMENTS 65

FORWARD-LOOKING STATEMENTS 65 OTHER MATTERS 65 APPENDIX A - 2024 EQUITY INCENTIVE PLAN A-1 PROXY SUMMARY This proxy summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully before voting. General Information About the Meeting Date: Wednesday, April 24, 2024 Time: 10:30 a.m., San Antonio time Location: Frost Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205 Record Date: March 1, 2024 How to Vote Shareholders of record as of the close of business on March 1, 2024 may vote. Online By Phone By Mail In Person Registered holders: w ww.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. Your vote is important. Please submit your proxy as soon as possible via the internet, mail or telephone. If your shares are held by a broker, bank, or other nominee, it is important that you provide instructions to them so that your vote is counted on all matters. Proposals Item Board Recommendation 1. To elect 13 director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2025 Annual Meeting of Shareholders. FOR 2. To provide nonbinding approval of executive compensation. FOR 3. To approve the 2024 Equity Incentive Plan. FOR 4. To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2024. FOR 5. To transact any other business that may properly come before the m

EXECUTIVE COMPENSATION SUMMARY

EXECUTIVE COMPENSATION SUMMARY We enjoy a strong history of stable and profitable performance. We believe everyone is significant at our Company and successful performance occurs when everyone works together as a team with common goals. As a result, our executive compensation programs generally focus on total Company success. Therefore, we generally target our executive compensation to be in a competitive range of our peer group while taking into account various other factors, including market conditions, Company performance, internal equity, and individual experience and performance levels, among other things. Because we believe Cullen/Frost should be a safe and sound place to do business, we strive to avoid excessive risk, and do not offer executive compensation programs that would encourage the taking of such risks. Further, we believe that the consistency and continuity of our management team serves to enhance our conservative yet profitable risk profile. 2023 Named Executive Officers Phillip D. Green Chairman of the Board and CEO of Cullen/Frost and Frost Bank Jerry Salinas Group Executive Vice President and CFO of Cullen/Frost and Frost Bank Paul H. Bracher President of Cullen/Frost and Frost Bank and Group Executive Vice President, Chief Banking Officer of 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 CULLEN/FROST BANKERS, INC. 2024 PROXY STATEMENT PAGE 5 Key Elements of our 2023 Executive Compensation Program Our compensation mix is heavily performance-based with 80% of the CEO's and 66% of the other Named Executive Officers' average annualized target compensation at-risk and contingent upon the achievement of performance objectives. Additionally, 56% of the CEO's and 41% of the other Named Executive Officers' average

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