Cullen/Frost employees receive no fees for their services as members of the Board of Directors or any of its committees.Non-employee Directors directors receive an annual cash retainer fee of $40,000 andas well as cash retainer fees for service on Committees either as a fee of $4,000 for each of the duly called Board meetings attended. Each of the Cullen/Frost Directors also serves on the Board of Directors of Frost Bank, a subsidiary of Cullen/Frost. In addition,non-employee Directors receive $1,000 for attending each meeting of a committee of the Board to which they have been appointed, except that the Chair of the Audit Committee receives $1,500 for each meeting of the Audit Committee attended. The Lead Director and the Audit Committee Chair each receive an additional cash retainer of $15,000. All othernon-employeeor a Committee ChairsMember. In addition, non-employee directors receive an annual retainer feeequity grant in the form of $10,000.

Non-employee Directorsdeferred stock units. The deferred stock units are also eligible to receive stock-based compensation each year under Cullen/Frost’s 2015 Omnibus Incentive Plan. In April 2017, eachnon-employee Director in office at that time received 419 Deferred Stock Units. Upon retirement from Cullen/Frost’s Board of Directors,non-employee directors will receive one share of Cullen/Frost’s Common Stock for each Deferred Stock Unit held. The Deferred Stock Units were fully vested upon being awardedgrant and entitle the holders willto receive equivalent dividend payments asat the time such dividends are declared on Cullen/Frost’s Common Stock.

Other Directorships

The following are directorshipsour common stock. Each deferred stock unit held by nominees and Directorsa non-employee director is settled in public companies other than Cullen/Frost or in registered investment companies:

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Director Qualifications

All membersone share of our Board have significant knowledge of the markets that we serve and extensive ties to community and business leaders. Below is additional information about the qualifications of our Directors and Director nominee.

Mr. Carlos Alvarez is chair and chief executive officer of The Gambrinus Company which he founded in 1986 when he movedcommon stock upon retirement from his native Mexico with his family to San Antonio. Gambrinus is a leading U.S. craft brewer and marketer with breweries in Shiner, TX (The Spoetzl Brewery), Portland, OR (Bridge Port Brewing Company), and Berkeley, CA (Trumer Brauerei). He is committed to education and has served on the board of trustees of Davidson College, School Year Abroad and, Saint Mary’s Hall (San Antonio), and is a member of the Chancellor’s Circle for the University of Texas system. Mr. Alvarez has made significant contributions to these and other educational institutions’ endowment programs, particularly those geared toward driving greater international engagement. He is a board member of the World Affairs Council of America (Washington, DC) and the World Affairs Council of San Antonio, of which he previously served as chair. Mr. Alvarez has extensive experience in all facets of business, including a strong background in operations and sales. He has an exceptional understanding of the role marketing strategy and branding plays in the success of a company. It is because of his business acumen, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Alvarez should continue serving on the Board.

Dr. Chris M. Avery is chair, president

Samuel G. Dawson is chief executive officer of Pape-Dawson Engineers, Inc. one of the largest and most respected engineering firms in Texas, with offices in San Antonio, Austin, Houston, Dallas and Fort Worth. He graduated from The University of Texas at Austin with a B.S. degree in civil engineering. In addition to managing the engineering firm, Mr. Dawson is a community leader who has contributed countless hours to various Texas organizations. He has served as president or chair of the Greater San Antonio Chamber of Commerce, The University of Texas Engineering Advisory Board, Trinity Baptist Church Deacon Council, The University of Texas at San Antonio Engineering Advisory Council, the Witte Museum Board, Texas Society of Professional Engineers, American Society of Civil Engineers, the Rotary Club of San Antonio, the San Antonio Mobility Coalition, Professional Engineers in Private Practice and The Tobin Center for the Performing Arts. In 2013, Mr. Dawson was inducted into The University of Texas Cockrell School of Engineering Department of Civil, Architectural and Environmental Engineering Academy of Distinguished Alumni. It is because of his business operations and management, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Dawson should continue serving on the Board.

Fort Worth native Mr. Crawford H. Edwards is president of Cassco Development Co., Inc. and is the fifth generation of his family involved in managing his family’s ranching business. Since 2005, he has been engaged in the investing in and managing of commercial real estate. After graduating with a bachelor of general studies degree from Texas Christian University (TCU) and the TCU Ranch Management program, he worked as a petroleum landman in Midland, Texas. Mr. Edwards serves on the board of directors of the Texas and Southwestern Cattle Raisers Association, the Southwestern Exposition and Livestock Show and the National Finance Credit Corporation. It is because of this experience, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Edwards should continue serving on the Board.

Mr. Patrick B. Frost is president of Frost Bank. A native of San Antonio, he earned a Bachelor of Arts degree in Economics from Vanderbilt University and a Masters of Business Administration degree from The University of Texas at Austin. He is the chair of the Audit Committee of The University of Texas Health Science Center and chair of the Santa Rosa Children’s Hospital Foundation. Mr. Frost is also a trustee of the San Antonio Medical Foundation and serves on the board of trustees of United Way of San Antonio. He is on the executive committee of the San Antonio Livestock Exposition, and was advisory council chair of The University of Texas at San Antonio College of Business. Mr. Frost was chair of the local organizing committee for the NCAA Men’s Final Four in 2004, 2008 and 2018 and chair of the Alamo Bowl in 2003 and 2013. It is because of his experience in banking and his many years at Cullen/Frost, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Frost should continue serving on the Board.

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Mr. Phillip D. Green serves as chair and chief executive officer of Cullen/Frost Bankers, Inc. and Frost Bank. Mr. Green joined the Cullen/Frost organization in July 1980 and served in a number of managerial positions in the Company’s financial division before being named chief financial officer in 1995, a position he held until 2015. He was named group executive vice president in 2001 and president of Cullen/Frost in 2015. Mr. Green also had oversight for Frost’s technology, operations and capital markets areas. In recent years he has helped lead the Company’s efforts to enhance its technology and product offerings as a part of delivering outstanding customer experiences. Mr. Green was a member of the management team that helped Frost navigate the Texas downturn of the 1980s, as well as the financial crisis of 2008 in which Frost declined the TARP funding program. Mr. Green serves on the executive committee of theMid-Sized Bank Coalition of America, on the University of Texas at Austin McCombs School of Business Advisory Council, and is also on the McCombs Scholars Program committee. He serves on the Federal Reserve Board’s Federal Advisory Council, serving the Fed’s 11th District. Mr. Green is a member of the executive committee and board of trustees of the United Way of San Antonio and Bexar County and serves as a member of the board of directors of The Tobin Center for the Performing Arts. He also serves as an advisory trustee of the Southwest Research Institute. Past service includes acting as president and director of the South Texas Chapter of the Financial Executives Institute (FEI), and as a past board member and a member of the investment committee for the Baptist Health Foundation of San Antonio. He is also a past director and executive committee member of the San Antonio Symphony. Mr. Green graduated with honors from the University of Texas at Austin in 1977, earning a bachelor’s degree in accounting. He is a certified public accountant. Prior to joining Frost, he spent three years in public accounting with Ernst & Ernst (now Ernst & Young). It is because of his experience in banking and his many years at Cullen/Frost and Frost Bank, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Green should consider serving on the Board.

Mr. David J. Haemisegger is president of the NorthPark Management Company, which manages NorthPark Center, a major shopping mall in Dallas, Texas. After graduating with a Bachelor of Arts degree from Princeton University in his native New Jersey, he earned a Master of Business Administration degree from the Wharton School at the University of Pennsylvania. He was president and chief operating officer of the Raymond D. Nasher Company until 1995, when he became president of NorthPark Management Company. Mr. Haemisegger is president and a member of the board of trustees and the audit and finance committees at both the Nasher Foundation and the Nasher Sculpture Center. Mr. Haemisegger is immediate past chair of the board of trustees at the Hockaday School in Dallas where he presently serves as chair of the governance and trusteeship committee and previously served as the school’s treasurer for five years. In addition, he is a member of the board of trustees of the Dallas Museum of Art and a former member of the board of directors and the audit, loan and executive committees of NorthPark National Bank. It is because of his experience in banking and real estate, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Haemisegger should continue serving on the Board.

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Mr. Jarvis V. Hollingsworth leads Bracewell LLP’s public/education law practice group and is a former member of the firm’ssix-member management committee. He serves on the firm’s finance, diversity and inclusion, and political action committees. His practice involves counseling boards of government and educational entities on their fiduciary roles, corporate governance and director liability, as well as regulatory and finance matters. Hollingsworth is a former regent on the board of the University of Houston System, where he served as chair of the board as well as chair of the finance, endowment, executive and compensation committees during his tenure. Texas Governor Greg Abbott recently reappointed Hollingsworth as chair of the board of trustees of the Teacher Retirement System of Texas (TRS), a state agency that manages a nearly $147 billion pension trust fund and an array of health care and other benefits for the more than 1.5 million active and retired teachers and education employees in Texas. Hollingsworth previously served as a trustee and chair of the TRS board from2002-08. Prior to his career as a lawyer, Hollingsworth served as an officer in the U.S. Army and Army Reserve. He holds a Bachelor of Science degree from the U.S. Military Academy at West Point and a Juris Doctorate from the University of Houston. It is because of his experience in regulatory and finance matters, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Hollingsworth should serve on the Board.

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Mrs. Karen Jennings was senior executive vice president of Human Resources and Corporate Communications at Southwestern Bell Corporation, which became AT&T, Inc. During her long tenure at AT&T, she also held the position president – Missouri for Southwestern Bell Telephone Company. Mrs. Jennings grew up in Carleton, Michigan, graduating from the University of Arkansas with a Bachelor of Science degree in Education. She also attended the executive education program at the University of Michigan and Northwestern University. She serves on the board of directors of Ladies Pro Golf Association (LPGA). It is because of her experience in business operations, management and telecommunications experience, as well as her knowledge of the communities we serve, that our Board has concluded that Mrs. Jennings should continue serving on the Board.

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Mr. Richard M. (Tres) Kleberg III, a fifth generation Texan from Kingsville, Texas, has been managing partner of SFD Enterprises, LLC, a private family investment management firm, for over 30 years. He is a graduate of Trinity University with a Bachelor of Science degree in Political Science and the Southwest Graduate School of Banking at Southern Methodist University. He joined Frost Bank’s executive training program after college and became a trust and business development officer and then a commercial loan officer. Mr. Kleberg served on the board and audit committee of the Abraxas Petroleum Corporation for 16 years and was a director and served on the audit committee of Kleberg First National Bank. He served as a director and a member of the investment/ finance and compensation committee of King Ranch, Inc. He currently serves on the board of trustees of Trinity University and sat on the finance committee for more than 25 years. Additionally, Mr. Kleberg serves on the advisory board of The Children’s Hospital of San Antonio Foundation and on the development board of UT Health San Antonio. He is past chair of the board of the San Antonio Livestock Exposition and currently serves on the board of the San Antonio Livestock Exposition Educational Funds, Inc. and on the Chancellor’s Advisory Council of The University of Texas. Mr. Kleberg was appointed to serve as the civilian aidemake recommendations to the Secretary of the Army Texas/South in 2008. He is also a trustee of the Naval Aviation Museum Foundation. It is because of his experience in banking and his years of experience at Cullen/Frost, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Kleberg should continue serving on the Board.

Mr. Charles W. Matthews, formerly general counsel of Exxon Mobil Corporation, spent his entire career at Exxon, the world’s largest energy company. A graduate of the University of Texas at Austin with a Bachelor of Arts degree in government, he earned a Juris Doctorate degree from the University of Houston and joined Humble Oil, now known as Exxon Mobil, upon graduation. He rose in the law department to become vice president and general counsel of Exxon Mobil. He was responsible for coordinating the legal and regulatory efforts to facilitate the merger between Exxon Corporation and Mobil Corporation. As general counsel, Mr. Matthews oversaw the company’s law department, consisting of more than 460 lawyers with offices in 40 countries. A native of Houston, he is a member of the advisory board and the past chair of the University of Houston Law Foundation. Mr. Matthews is also past chair and past president of theEx-Students Association and a member of the Texas Exes Scholarship Foundation of the University of Texas. He serves on the board of Trinity Industries Inc. where he is a member of the human resources committee and chair of the corporate governance and directors nominating committee and past director of Forestar Group, Inc. Also, Mr. Mathews serves on the board of Children’s Health of Dallas and is past chair of the Texas Cultural Trust and has served as a national trustee for the Southwestern Region of The Boys and Girls Clubs of America. It is because of his experience in corporate governance and thein-depth knowledge of the opportunities and challenges facing energy companies, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Matthews should continue serving on the Board.

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A native of Kingsville, Texas, Mrs. Ida Clement (Weisie) Steen gained investment experience through managing personal holdings for the past 40 years. She is regent emerita for the Texas A&M University System, where she served on the finance committee and as special liaisonrespect to the Texas Growth Fund Board. A graduatecomponents and amount of Trinity University, she was a teacher and administrator at Learning About Learning Educational Foundation. She chaired the 2011 Texas Inaugural Committee as well as the 150th anniversary celebration of King Ranch, Inc. Mrs. Steen has served as chair of the board of trustees of San Antonio Academy and as vice-chair and trustee of the Santa Rosa Children’s Hospital Foundation Endowment Fund. She served on thesix-member Texas State Preservation Board which is chaired by the governor and oversees the State Capitol, the Texas State History Museum and the Governor’s Mansion. By gubernatorial appointment, she sits on the three-member Texas Alcoholic Beverage Commission, the agency that regulates all phases of the alcoholic beverage industry in Texas. It is because of her experience in investing and hercompensation. Periodically, but not less than every two years, of experience at Cullen/Frost, as well as her knowledge of the communities we serve, that our Board has concluded that Mrs. Steen should continue serving on the Board.

Mr. Graham Westonco-founded Rackspace Hosting, Ltd. During his almost 20 year tenure at the company, headquartered in his hometown of San Antonio he served as CEO (on two occasions) and chair of the Board. Rackspace advanced from astart-up company in 1998, to a public company in 2008, to a company with annual revenue of $2 billion dollars when it was sold in 2016. A graduate of Texas A & M University and a serial entrepreneur, Mr. Weston formed Weston Urban, LLC, to focus on downtown San Antonio real estate development. Mr. Weston has taken an active role in helping to revitalize San Antonio’s urban core andstart-up ecosystem. He was instrumental in the creation of Geekdom and funds the 80/20 Foundation for the purpose of investing in programs to encourage entrepreneurship, technology education, and development in downtown San Antonio. It is because of his knowledge and experience in the technology industry and his insight into a wide variety of areas, including the increasingly important world of cyber security and extending technology to customers, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Weston should continue serving on the Board.

Mr. Horace Wilkins, Jr. was president of Special Markets and a regional president of Southwestern Bell Corporation, which became AT&T, Inc. during his30-year career with the company. A native of Fort Worth, he received a Bachelor of Science degree in Social Biology from Yale University and earned a Masters of Business Administration degree in General Business from the University of Dallas. He is a member of the board and serves on the Compensation and Benefits Committee of U.S. Sugar Corporation. Mr. Wilkins is former chairdirects its compensation consultant to provide an independent assessment of the boardBoard's compensation program. The consultant analyzes and compares our Board compensation program against the same peer group used to benchmark executive officer compensation. The Compensation and Benefits Committee targets total Board compensation levels at a competitive range of peer group total Board compensation. The Jordan Development Corporation. It is because of his experience in business operations, managementCompensation and telecommunicationsBenefits Committee considers total aggregate Board compensation and his years of service at Cullen/Frost, as well as his knowledgeother factors when making recommendations to the Board for approval.