Cullen/Frost Bankers (CFR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Fourteen director nominees are up for election for a one-year term; the board recommends voting for all nominees.

• Shareholders will provide a nonbinding vote on executive compensation and ratify Ernst & Young LLP as independent auditors.

• Voting can be done online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposals include electing 14 directors, nonbinding approval of executive compensation, and ratification of auditors.

• The board recommends voting in favor of all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• The board is majority independent, with 10 of 14 nominees independent and diverse in gender and ethnicity.

• Six board committees oversee audit, compensation, governance, risk, technology, and executive matters.

• Annual board and committee evaluations are conducted, with a focus on skills, experience, and refreshment.

• Corporate governance guidelines and a code of business conduct and ethics are in place.