CULLEN FROST BANKERS INC (CFR)
Sector: Financials
2026 Annual Meeting Analysis
CULLEN FROST BANKERS INC · Meeting: April 29, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Fourteen Director Nominees to Serve on the Board of Directors
Joined the board in 2024, within the 24-month exemption window, so she is not subject to the TSR performance trigger; her background in government, regulatory affairs, and small business operations is relevant to the company's community banking focus.
CFR's 3-year return of 34.3% outpaces the community bank benchmark QABA (33.4%) by only 0.9 percentage points, well below the 65-point threshold required to trigger a negative vote for a director with strong-positive TSR; his extensive corporate governance and banking experience is relevant.
No TSR underperformance trigger applies — CFR's 3-year return exceeds QABA by just 0.9 percentage points, far below the 65-point threshold; her technology, cybersecurity, and audit expertise are well-suited to the board's needs.
No TSR underperformance trigger applies given CFR's near-parity with QABA over three years; his engineering business leadership and community knowledge are relevant to board oversight.
No TSR underperformance trigger fires — CFR's performance is essentially in line with QABA over three years; his long tenure since 2005 reflects continuity, and his real estate and business operations background is relevant.
Joined the board in April 2025, well within the 24-month new-director exemption, so he is not subject to any TSR trigger; his deep technology and cybersecurity expertise is directly relevant to the board's oversight needs.
As CEO and executive director, Green is subject to the same TSR trigger as other directors, but CFR's 3-year return of 34.3% versus QABA's 33.4% produces only a 0.9 percentage-point gap — far below the 65-point threshold needed to trigger a negative vote at this level of positive absolute returns.
No TSR underperformance trigger applies; his long tenure since 2008 is paired with relevant real estate, banking, and audit committee financial expertise.
No TSR underperformance trigger fires given CFR's near-identical 3-year performance to QABA; his governance, legal, and compliance experience, along with his Lead Director role, are appropriate for this board.
No TSR underperformance trigger applies; his financial services, legal, and risk management background is relevant to the company's banking operations.
Joined the board in January 2026, well within the 24-month new-director exemption; his 37-plus years as an audit partner at Ernst & Young focused on financial institutions brings strong financial expertise to the audit committee.
No TSR underperformance trigger applies; her experience in human capital management, organizational culture, and technology at Southwest Airlines is well-suited to the board's compensation and governance oversight responsibilities.
Joined the board in January 2026, within the 24-month new-director exemption; her experience running a large family enterprise with automotive, energy, and real estate businesses is relevant to the board's oversight of a diversified regional bank.
No TSR underperformance trigger applies; his financial, accounting, and prior bank board experience are directly relevant to Cullen/Frost's community banking business.
All fourteen director nominees receive a FOR vote. CFR's 3-year price return of 34.3% outperforms the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by only 0.9 percentage points, which is far below the 65-point underperformance threshold required to trigger a negative vote for directors serving during a period of strong positive absolute returns. Three nominees (Andrade, Engates, Rummel, Shields) joined within the past 24 months and are automatically exempt from the TSR trigger. No director is overboarded, no attendance issues are disclosed (one director exceeded 93% attendance, meeting the 75% threshold), no non-independent directors serve on audit or compensation committees, and no familial relationships with senior management are identified.
Say on Pay
✓ FORCEO
Phillip D. Green
Total Comp
$7,625,974
Prior Support
96%%
The prior year Say on Pay vote received over 96% shareholder support, well above the 70% threshold that would require visible changes, and the committee continued its established compensation philosophy in response. CEO total compensation of approximately $7.6 million is reasonable for a CEO of a $8.4 billion market cap regional bank with strong financial performance — net income of $642 million exceeded budget by 22% — and annual incentives were paid at 122% of target, which is directly tied to that outperformance. The pay structure is heavily performance-based (83% of CEO target compensation is at-risk), includes a meaningful clawback policy adopted in 2023, uses long-term equity awards with a genuine three-year performance condition tied to return on assets relative to peers, and CFR's 3-year total shareholder return of 34.3% is in line with the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) at 33.4%, confirming that above-target incentive pay is broadly consistent with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing context contains director compensation data rather than audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated from available data — per policy, when fee data cannot be confirmed, the default FOR vote applies. Ernst & Young is a Big 4 firm appropriate for a company of CFR's size ($8.4 billion market cap), no material financial restatements are disclosed in the proxy, and auditor tenure is not disclosed in the available filing text — per policy, absence of tenure disclosure does not trigger a negative vote.
Overall Assessment
The 2026 Cullen/Frost Bankers annual meeting presents three standard proposals — director elections, executive compensation approval, and auditor ratification — all of which receive FOR votes under this policy. The company's stock performance is essentially in line with the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) over three years, no director overboarding or attendance issues are identified, the pay program is heavily performance-linked with strong prior shareholder support, and Ernst & Young is an appropriate Big 4 auditor for the company's size and complexity.