Cullen/Frost Bankers (CFR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, to elect thirteen directors, approve executive compensation, and ratify Ernst & Young LLP as independent auditors for 2025.

• Board recommends voting FOR all proposals, including director nominees, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, mail, or in person; record date is March 4, 2025.

Voting matters and shareholder proposals

• Proposals include election of thirteen directors, nonbinding approval of executive compensation, ratification of auditors, and other business.

• Board recommends FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by November 21, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board is 92% independent, with ongoing refreshment and annual self-evaluations.

• Six standing committees: Audit, Compensation and Benefits, Corporate Governance and Nominating, Executive, Risk, and Technology.

• Board and committee charters, governance guidelines, and Code of Business Conduct and Ethics are available online.

• Lead Director provides independent leadership and oversees board evaluations and succession planning.

• Board composition emphasizes diversity in skills, experience, and backgrounds.