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 for a One-Year Term Expiring in 2027
Joined the board in 2024, so she is within the 24-month new-director exemption and is not subject to the TSR trigger; no overboarding, attendance, or independence concerns identified.
CFR's 3-year price return of 34.3% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by only +0.9pp, well below the 65pp threshold required to trigger a against vote at strong-positive TSR levels; no overboarding, attendance, or independence concerns identified.
CFR's strong positive 3-year TSR does not meet the 65pp underperformance threshold versus QABA (First Trust NASDAQ ABA Community Bank Index); no overboarding, attendance, or independence concerns identified.
CFR's 3-year TSR gap versus QABA (First Trust NASDAQ ABA Community Bank Index) is only +0.9pp, far below the 65pp trigger threshold; no overboarding, attendance, or independence concerns identified.
No TSR underperformance trigger fires against QABA (First Trust NASDAQ ABA Community Bank Index); the disclosed lease relationship with an Edwards-affiliated entity was reviewed and approved by the board under the related-party policy, and independence is maintained.
Joined the board in April 2025, placing him within the 24-month new-director exemption from the TSR trigger; no other concerns identified.
As the sitting CEO and executive director, he is subject to the same TSR trigger as other directors, but CFR's 3-year TSR of +34.3% versus QABA (First Trust NASDAQ ABA Community Bank Index) at +33.4% produces a gap of only +0.9pp, far below the 65pp threshold required at strong-positive TSR levels.
CFR's 3-year TSR modestly outperforms QABA (First Trust NASDAQ ABA Community Bank Index) and the gap does not approach the 65pp trigger threshold; no overboarding, attendance, or independence concerns identified.
Despite his long tenure since 2010, the TSR trigger does not fire because CFR's 3-year TSR gap versus QABA (First Trust NASDAQ ABA Community Bank Index) is only +0.9pp, far below the 65pp threshold; no overboarding or attendance concerns identified.
Joined in 2022; CFR's TSR performance versus QABA (First Trust NASDAQ ABA Community Bank Index) does not trigger an against vote; no overboarding, attendance, or independence concerns identified.
Joined the board in January 2026, placing him well within the 24-month new-director exemption from the TSR trigger; the proxy confirms he receives no compensation from Ernst & Young, and independence has been affirmed by the board.
Joined in 2022; CFR's 3-year TSR versus QABA (First Trust NASDAQ ABA Community Bank Index) shows no underperformance trigger; no overboarding, attendance, or independence concerns identified.
Joined the board in January 2026, placing her within the 24-month new-director exemption from the TSR trigger; no other concerns identified.
Joined in 2023; CFR's 3-year TSR outperforms QABA (First Trust NASDAQ ABA Community Bank Index) and the gap is far below the 65pp trigger threshold; no overboarding, attendance, or independence concerns identified.
All fourteen director nominees receive a FOR vote. CFR's 3-year price return of +34.3% versus QABA (First Trust NASDAQ ABA Community Bank Index) at +33.4% produces a gap of only +0.9pp, far below the 65pp underperformance threshold that applies at strong-positive TSR levels, so no TSR-based against votes are warranted. Three directors (Andrade, Engates, Rummel, Shields) joined within the past 24 months and are exempt from the TSR trigger in any case. No overboarding, attendance deficiencies, independence violations, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Phillip D. Green
Total Comp
$7,625,974
Prior Support
96%%
CEO total compensation of approximately $7.6 million is reasonable for a roughly $8.4 billion market-cap regional bank CEO, and the prior year's say-on-pay vote received over 96% shareholder support — well above the 70% threshold that would require remediation. The pay structure is heavily performance-based, with the company disclosing that 83% of the CEO's target compensation is at-risk and contingent on performance, satisfying the policy's requirement that variable pay represent at least 50-60% of total compensation. Annual incentives were paid at 122% of target, reflecting a year in which net income exceeded budget by 22%, and CFR's 3-year stock return of +34.3% is essentially in line with QABA (First Trust NASDAQ ABA Community Bank Index) at +33.4%, so above-benchmark incentive pay is not misaligned with shareholder outcomes. A clawback policy compliant with SEC rules was adopted in October 2023.
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 Ernst & Young fee data, so audit and non-audit fees cannot be confirmed from the available text; per policy, the non-audit fee ratio trigger requires confirmed data to fire, so no trigger applies. Ernst & Young is a Big 4 firm appropriate for a company of CFR's size and complexity. Auditor tenure is not disclosed in the available filing text, so the tenure trigger cannot fire. No material restatements are identified, and no other concerns apply.
Overall Assessment
The 2026 Cullen/Frost annual meeting ballot presents three standard proposals: election of fourteen directors, ratification of Ernst & Young as auditor, and a say-on-pay vote on executive compensation. All proposals receive a FOR vote — the director slate shows no TSR underperformance against QABA (First Trust NASDAQ ABA Community Bank Index), the compensation program is well-structured and performance-aligned with 96% prior-year shareholder support, and no auditor independence or fee concerns can be confirmed from the available data.
Compensation Peer Group
29 companies disclosed in 2026 proxy filing