UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Cullen/Frost Bankers, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

A Texas Financial Services Family

100111 West Houston Street

San Antonio, Texas 78205

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 25, 2018

27, 2022

To the Shareholders of

CULLEN/FROST BANKERS, INC.:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Cullen/Frost Bankers, Inc. (“Cullen/Frost” or the “Company”) will be held in the Commanders Room at Frost Bank, 100Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205, on Wednesday, April 25, 2018,27, 2022, at 11:0010:30 a.m., San Antonio time, for the following purposes:

The record date for the determination of the shareholders entitled to receive notice of and vote at the Annual Meeting, or any adjournments or postponements thereof, was the close of business on March 3, 2022. A list of all shareholders entitled to vote will be available for inspection by shareholders during regular business hours for at least 10 days prior to the Annual Meeting at our principal offices at 111 West Houston Street, Suite 100, San Antonio, Texas 78205. This list will be available at the Annual Meeting.

Your vote is very important. Shareholders of record may vote by following the instructions on their proxy card. You can vote your shares over the internet, phone or email. If you received a paper proxy card by mail, you may also vote by signing, dating and returning the proxy card by mail.

Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. If you attend the meeting, you will have the right to supersede the proxy and vote your shares in person.

Shareholders attending the meeting should take elevators from the Frost Tower lobby to Floor 14, where Conference Center staff will direct you to the meeting room. All shareholders are cordially invited to attend the Annual Meeting.

We will first mail the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to certain shareholders on or about Thursday, March 17, 2022. Shareholders who do not receive the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting will continue to receive a paper copy of our proxy materials, which will be sent on or about the same day. All proxy materials will be available by March 17, 2022 at cfrvoteproxy.com.

TABLE OF CONTENTS

PROXY SUMMARY

This proxy summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully about voting.

General Information About the Meeting

How to Vote

Shareholders of record as of the close of business on March 3, 2022 may vote.

Online		By Phone		By Mail		In Person
Registered holders - www.investorvote.com/CFR Beneficial holders - www.proxyvote.com		Call the phone number at the top of your proxy card.		Complete, sign, date and return your proxy card in the envelope provided.		If you choose to vote during the Annual Meeting, you will need the 15-digit control number appearing on the Notice of Internet Availability of Proxy Materials or proxy card distributed to you.

Your vote is important. Please submit your proxy as soon as possible via the internet, mail or telephone. If your shares are held by a broker, it is important that you provide instructions to your broker so that your vote is counted on all matters.

Proposals

The record date for the determination of the shareholders entitled to vote at the Annual Meeting, or any adjournments or postponements thereof, was the close of business on March 6, 2018. A list of all shareholders entitled to vote is available for inspection by shareholders during regular business hours for ten days prior to the Annual Meeting at our principal offices at 100 West Houston Street, Suite 1270, San Antonio, Texas 78205. This list will be available at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy over the Internet or by telephone or mail in order to ensure the presence of a quorum. If you attend the meeting, you will have the right to revoke the proxy and vote your shares in person.

Shareholders of record may vote by following the instructions on their proxy card over the Internet or by telephone or mail.

All shareholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors,

STANLEY E. MCCORMICK, JR.

Executive Vice President

Corporate Counsel and Secretary

Dated: March 21, 2018

Board Skills and Experience

Audit and Finance

Corporate Governance

Culture

Human Capital Management

Marketing & Communications				Operations & Technology				Risk Management

Board Diversity

36% Total Diversity

Compensation Matters

Named Executive Officers

			Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSPhillip D. Green		Chairman of the Board and Chief Executive Officer of Cullen/Frost; Chairman of the Board and Chief Executive Officer of Frost Bank, a Cullen/Frost subsidiary
		PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERSJerry Salinas			1	Group Executive Vice President and Chief Financial Officer of Cullen/Frost; Group Executive Vice President and Chief Financial Officer of Frost Bank, a Cullen/Frost subsidiary
		ELECTION OF DIRECTORS (Item 1 On Proxy Card)Paul H. Bracher			4	President of Cullen/Frost; Group Executive Vice President and Chief Banking Officer of Frost Bank, a Cullen/Frost subsidiary
		GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORSPatrick B. Frost		Group Executive Vice President and President of Frost Bank, a Cullen/Frost subsidiary
	6
Meetings and AttendanceJimmy Stead		Group Executive Vice President and Chief Consumer Banking and Technology Officer of Frost Bank, a Cullen/Frost subsidiary

Pay for Performance

	6
2018 Announced Leadership Changes			6
Committees of the Board			6
Leadership Structure			8
Director Nomination Process			9
2017 Director Compensation			10
Other Directorships			11
Director Qualifications			12
Miscellaneous Information			18
CERTAIN CORPORATE GOVERNANCE MATTERS			18
Director Independence			18
Meetings ofNon-Management Directors			19
Communications with Directors			20
Corporate Governance Guidelines			20
Code of Business Conduct and Ethics			20
EXECUTIVE COMPENSATION AND RELATED INFORMATION			20
Compensation and Benefits Committee Governance			20
Compensation and Benefits Committee Interlocks and Insider Participation			22
Compensation and Benefits Committee Report			22
Compensation Discussion and Analysis			22
Executive Summary			22
2017 Say On Pay Vote			23
Named Executive Officers			24
Objectives of the Compensation Program			24
Design of the Total Compensation Program and Overview of Compensation Decisions made in 2017			24
Relation of Pay Practices to Risk Management			26
Elements of the 2017 Compensation Program and Key 2018 Actions			27
Policy on 162(m)			35
Other Policies			35
Policy on Recovery of Awards			36
Conclusion			36
2017 Compensation			37
2017 Grants of Plan-Based Awards			39
Holdings of Previously Awarded Equity			40
2017 Post-Employment Benefits			42
Potential Payments Upon Termination or Change in Control			44
Pay Ratio			46
Executive Stock Ownership			46
PRINCIPAL SHAREHOLDERS			47
CERTAIN TRANSACTIONS AND RELATIONSHIPS			48
Policies and Procedures for Review, Approval or Ratification of Related Party Transactions			49
SELECTION OF AUDITORS (Item 2 On Proxy Card)			50
NONBINDING APPROVAL OF EXECUTIVE COMPENSATION (Item 3 On Proxy Card)			51
AUDIT COMMITTEE REPORT			52
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			53
SHAREHOLDER PROPOSALS			53
OTHER MATTERS			53

i

A Texas Financial Services Family

100111 West Houston Street

San Antonio, Texas 78205

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 25, 201827, 2022

INTRODUCTION

The Board of Directors (the “Board”) of Cullen/Frost Bankers, Inc. (“Cullen/Frost” or the “Company”) is solicitingfurnishing you this proxy statement to solicit shareholder proxies to be usedvoted at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) and any adjournment or postponement thereof. The Annual Meeting will be held in the Commanders Room at Frost Bank, 100Tower Conference Center, 111 West Houston Street, San Antonio, Texas 78205, on Wednesday, April 25, 201827, 2022, at 11:0010:30 a.m., San Antonio time. This Proxy Statement and the accompanying proxy card will be mailed to shareholders beginning on or about March 21, 2018.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20182022 ANNUAL MEETING OF SHAREHOLDERS:

WeThe mailing address of our principal executive office is 111 West Houston Street, San Antonio, Texas. In accordance with the SEC’s Notice and Access Rule, we are pleased to provide shareholders with access to our proxy materials over the Internet at cfrvoteproxy.com,which will be available by March 17, 2022. Beginning on or about March 17, 2022, we will send to most of our shareholders, by mail or email, an Important Notice Regarding the Internet. We have electedAvailability of Proxy Materials for theShareholder Meeting containing instructions on how to provide access to ourthe proxy materials both by sending you this full set of proxyover the Internet and vote online. This method offers a convenient, cost-effective and environmentally friendly way for shareholders to review the materials includingand vote. The notice is not a proxy card and by notifyingcannot be used to vote. If you receive the notice and would like to receive paper copies of the availabilityproxy materials, please follow the instruction in the notice and the materials will be mailed to you. Shareholders who do not receive the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting will continue to receive a paper copy of our proxy materials, on the Internet. This Proxy Statement for the 2018 Annual Meeting of Shareholders and our 2017 Annual Report to Shareholders are available at our proxy materials website at cfrvoteproxy.com. This website does not use any functions that identify you as a visitor to the website, and thus protects your privacy.

You have the option to vote and submit your proxy over the Internet. If you have Internet access, we encourage you to record your vote over the Internet. We believe itwhich will be convenient for you, and it saves postage and processing costs. In addition, when you vote oversent on or about the Internet, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. If you do not vote over the Internet, please vote by telephone or by completing and returning the enclosed proxy card in the postage prepaid envelope provided. Submitting your proxy over the Internet or by telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting.same day.

Record Date and Voting Rights

The close of business on March 6, 20183, 2022, has been fixed as the record date for the determination of shareholders entitled to vote at the Annual Meeting. The only class of securities of Cullen/Frost outstanding and entitled to vote at the Annual Meeting is our Common Stock, par value $0.01 per share. On March 6, 2018,3, 2022, there were 63,761,09664,070,111 shares of Common Stock outstanding, with each share entitled to one vote.

Proxies

All shares of Cullen/Frost Common Stock represented by properly executed proxies, if timely returned and not subsequently revoked, will be voted at the Annual Meeting in the manner directed in the proxy. If a properly executed proxy does not specify a choice on a matter, the shares will be voted for the fourteeneleven nominees to serve on the Board as Directors (each, a “Director”) for aone-year term that will expire at the 20192023 Annual Meeting of

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Shareholders, for the ratification of Ernst & Young LLP to act as our independent auditors for the 20182022 fiscal year, for thenon-binding approval of executive compensation, and in the discretion of the persons named as proxies with respect to any other business that may properly come before the meeting.

A shareholder may revoke a proxy at any time before it is voted by delivering a written revocation notice to the Corporate Secretary of Cullen/Frost Bankers, Inc., 100111 West Houston Street, Suite 100, San Antonio, Texas 78205. A shareholder who attends the Annual Meeting may, if desired, vote by ballot at the meeting, and such vote will revokesupersede any proxy previously given.

Quorum and Voting Requirements

A quorum of shareholders is required to hold a valid meeting. Ifmeeting and to take action at that meeting on specific matters. In general, a quorum will exist if the holders of a majority of the issued and outstanding shares of Cullen/Frost Common Stock entitled to vote are present at the Annual Meeting in person or represented by proxy, a quorum will exist.proxy. Abstentions and brokernon-votes are counted as “present” for establishing a quorum.

Directors are elected by a majority of the votes cast by the holders of Cullen/Frost’s Common Stock entitled to vote at any meeting for the election of Directors at which a quorum is present, provided that if the number of Director nominees exceeds the number of Directors to be elected at such a meeting, the Directors shall be elected by a plurality of the votes cast by the holders of Cullen/Frost’s Common Stock entitled to vote at such meeting at which a quorum is present. With respect to the election of Directors, (i) a majority of the votes cast means that the number of votes cast “for” the election of a Director must exceed the number of votes cast “against” that Director and (ii) abstentions and brokernon-votes shall not be counted as votes cast either “for” or “against” any nominee for Director.

With respect to the ratification of Ernst & Young LLP to act as our independent auditors for the 20182022 fiscal year, the affirmative vote of the holders of a majority of the shares of Cullen/Frost’s Common Stock entitled to votehaving voting power on this proposal, and who are present in person or represented by proxy at the Annual Meeting, will be the act of the shareholders. In voting for this matter, shares may be voted “for”, “against” or “abstain”. An abstention will have the effect of a vote against this matter.

With respect to the resolution to provide nonbinding approval of executive compensation, the affirmative vote of the holders of a majority of the shares of Cullen/Frost’s Common Stock entitled to votehaving voting power on this proposal, and who are present in person or represented by proxy at the Annual Meeting, will be the act of the shareholders. In voting for this matter, shares may be voted “for”, “against” or “abstain”. An abstention will have the effect of a vote against this matter. Brokernon-votes (as further discussed below) will have no effect on the outcome of this vote. This resolution is advisory only and will not be binding upon Cullen/Frost or the Board.

Under the rules of the Financial Industry Regulatory Authority, Inc., member brokers generally may not vote shares held by them in street name for customers who do not provide voting instructions, and instead must submit aso-called “brokernon-vote” unless they are permitted to vote the shares in their discretion under the rules of any national securities exchange of which they are members. Under the rules of the New York Stock Exchange, Inc. (“NYSE”), a member broker that holds shares in street name for customers has authority to vote on certain “routine” items if it has transmitted proxy-soliciting materials to the beneficial owner but has not received instructions from that owner. The proposal to ratify the selection of Ernst & Young LLP to act as Cullen/Frost’s independent auditors is a “routine” item, and the NYSE rules permit member brokers that do not receive instructions to vote on this item.

If you hold shares of Cullen/Frost’s Common Stock through the Cullen/Frost 401(k) Stock Purchase Plan and do not provide voting instructions to the plan’s trustees or administrators, such shares will be voted in the same proportion as the shares beneficially owned through such plan for which voting instructions are received, unless otherwise required by law.

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Expenses of Solicitation

Cullen/Frost will pay the expenses of the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, Directors, officers, and employees of Cullen/Frost may solicit proxies by telephone, facsimile,email, in person or by other means of communication. Cullen/Frost also has retained Okapi Partners LLC (���(“Okapi”) to assist with the solicitation of proxies. Directors, officers, and employees of Cullen/Frost will receive no additional compensation for the solicitation of proxies, and Okapi will receive a fee not to exceed $8,000.00,$9,000.00, plus reimbursement forout-of-pocket expenses. Cullen/Frost has requested that brokers, nominees, fiduciaries and other custodians forward proxy-soliciting material to the beneficial owners of Cullen/Frost Common Stock. Cullen/Frost will reimburse these persons forout-of-pocket expenses they incur in connection with its request.

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PAGE  2		CULLEN/FROST BANKERS, INC.    |    2022 PROXY STATEMENT

ELECTION OF DIRECTORS

(Item 1 On Proxy Card)

The following fourteeneleven nominees have been nominated to serve for a newone-year term: Mr. Carlos Alvarez, Dr. Chris M. Avery, Mr. Anthony R. Chase, Ms. Cynthia J. Comparin, Mr. Samuel G. Dawson, Mr. Crawford H. Edwards, Mr. Patrick B. Frost, Mr. Phillip D. Green, Mr. David J. Haemisegger, Mr. Jarvis V. Hollingsworth, Mrs. Karen E. Jennings, Mr. Richard M. Kleberg, III, Mr. Charles W. Matthews, Mrs. Ida Clement Steen, Mr. Graham Weston and Mr. Horace Wilkins, Jr.Ms. Linda B. Rutherford. The Board recommends that you vote “FOR” each of the fourteeneleven nominees. If any nominee is unable to serve, the individuals named as proxies on the enclosed proxy card will vote the shares to elect the remaining nominees and any substitute nominee or nominees designated by the Board.

The table below provides information on each nominee.

nominee for a Nominees forOne-Yearone-year Term Expiringterm expiring in 2019:2023:

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GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Meetings and Attendance

The Board of Directors had sixfive meetings in 2017. Each2021. All but one of Cullen/Frost’s Directors attended 100% of the meetings of the Board and the Committees of the Board on which he or she served during 2017.2021. As a result of the death of an immediate family member, Mr. Chase was unable to attend the Board and committee meetings held in January 2021. Accordingly, his attendance fell below 75% of the meetings of the Board and the Committees of the Board on which he served during 2021. Absent this extenuating circumstance, Mr. Chase’s attendance would have been 94% of the meetings of the Board and the Committees of the Board on which he served during 2021.

The Board has a policy which encourages all Directors to attend the Annual Meeting of Shareholders, and in 2017 fourteen out of fifteen Directors attended2021 Director attendance for the 20172021 Annual Meeting of Shareholders.

2018 Announced Leadership Changes

On January 24, 2018, Mr. Ruben M. Escobedo notified Cullen/Frost of his decision not to stand forre-election to the Board when his term expires at the Annual Meeting on April 25, 2018. Mr. Escobedo has served on the Board of Cullen/Frost since 1996 and on the Board of Frost Bank since 1993 (then known as Frost National Bank)Shareholders was 100%.

Also on January 24, 2018, Mr. R. Denny Alexander notified Cullen/Frost of his decision not to stand forre-election to the Board when his term expires at the Annual Meeting on April 25, 2018. Mr. Alexander joined the Board in 1998 in connection with Cullen/Frost’s acquisition of Overton Bancshares, Inc.

In connection with the retirements of Mr. Escobedo and Mr. Alexander, the Board has nominated Mr. Jarvis V. Hollingsworth to stand for election to the Board at the Annual Meeting.

Committees of the Board

The Board has sevensix Committees, each of which is described in the chart below, along with the current membership.

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Street, Suite 100, San Antonio, Texas 78205. As described in more detail below under “Certain Corporate Governance Matters—Director Independence,” the Board has determined that each member of the Audit Committee, the Compensation and Benefits Committee, and the Corporate Governance and Nominating Committee and a majority of the members of the Risk Committee, are “independent directors”is independent within the meaning of the rules of the NYSE. The Board has also determined that each member of the Audit Committee is independent within the meaning of the rules of the SEC. In addition, the Board has determined that each member of the Audit Committee is “financially literate” and that at least one member of the Audit Committee has “accounting or related financial management expertise,” in each case within the meaning of the NYSE’s rules. The Board has also determined that Mr. David J.Chase, Ms. Comparin and Mr. Haemisegger is anare “audit committee financial expert”experts” within the meaning of the SEC’s rules.

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It is through these various channels that the Board receives the necessary information to oversee the Company’s risk management. The Boards of Directors of Cullen/Frost and Frost Bank, and their relevant committees, typically meet in joint session.

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Director Nomination Process

The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become members of the Board and for recommending to the Board the nominees to stand for election as Directors.

In identifying Director candidates, the Corporate Governance and Nominating Committee may seek input from Cullen/Frost’s management and from current members of the Board. In addition, it may use the services of an outside consultant. The Corporate Governance and Nominating Committee will consider candidates recommended by shareholders. Shareholders who wish to recommend candidates may do so by writing to the Corporate Governance and Nominating Committee of Cullen/Frost Bankers, Inc., c/o Corporate Secretary, 100111 West Houston Street, Suite 100, San Antonio, Texas 78205. Recommendations may be submitted at any time. The written recommendation must includeshould be made in the manner and form required by Cullen/Frost’s Bylaws to nominate a director, including by providing the name of the candidate, the number of shares of Cullen/Frost Common Stock owned by the candidate and the information regarding the candidate that would be included in a proxy statement for the election of Directors pursuant to paragraphs (a), (e) and (f) of Item 401 ofRegulation S-K adopted by the SEC.

In evaluating Director candidates, the Corporate Governance and Nominating Committee initially considers the Board’s need for additional or replacement Directors. It also considers the criteria approved by the Board and set forth in Cullen/Frost’s Corporate Governance Guidelines, which include, among other things, the candidate’s personal qualities (in light of Cullen/Frost’s core values and mission statement), accomplishments and reputation in the business community, the fit of the candidate’s skills and personality with those of other Directors and candidates, the ability of the candidate to commit adequate time to Board and committee matters and the candidate’s contribution to the Board’s overall diversity of viewpoints, background, experience and other demographics. The objective is to build a Board that is effective, collegial and responsive to the needs of Cullen/Frost. In addition, considerable emphasis is also given to Cullen/Frost’s mission statement and core values, statutory and regulatory requirements, and the Board’s goal of having a substantial majority of independent directors.

The Corporate Governance and Nominating Committee evaluates all Director candidates in the same manner, including candidates recommended by shareholders. In considering whether candidates satisfy the criteria described above, the Committee will initially utilize the information it receives with the recommendation and other information it otherwise possesses. If it determines, in consultation with other Board members, including the Chair, that more information is needed, it may, among other things, conduct interviews.

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PAGE  6		CULLEN/FROST BANKERS, INC.    |    2022 PROXY STATEMENT

20172021 Director Compensation

2017 Director Compensation Table

The following information indicates the aggregate number of Deferred Stock Unitsdeferred stock units previously awarded and outstanding for the following directors as of December 31, 2017:2021:

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There are no fees paid for meeting attendance.

As outlined in its charter, the Compensation and Benefits Committee (Committee) has the authority to review and make recommendations to the Board with respect to the components and amount of Board compensation in relation to other similarly situated companies. Periodically, but not less than every two years, the Committee directs its compensation consultant to provide an independent assessment of the Company’s Board compensation program. The consultant analyzes and compares the Company’s Board compensation program against the same peer group used to benchmark executive officer compensation (see page 23 for further details about the peer group). The Committee targets total Board compensation levels at a competitive range of peer group total Board compensation. The Committee considers total aggregate Board compensation and other factors when making recommendations to the Board for approval.

At its Fall 2020 Meeting, the Board as a whole discussed its current cash compensation schedule. Taking into account a request from the Named Executive Officers to the Compensation and Benefits Committee to reduce the Named Executive Officers base salary by 10% and in acknowledgement of the challenging economic environment, the Board elected to reduce its cash retainer fees by 10% beginning January 1, 2021.

At its January 2022 Meeting, the Compensation and Benefits Committee reviewed the competitiveness of its fee schedule. After discussion, the Committee elected to restore all cash fees to their 2020 level and to make certain increases in order to remain aligned with Board compensation levels at our peers. These adjustments were approved by the Board on January 26, 2022. The changes for 2022 will become effective following the annual shareholders meeting in April and are detailed below:

Director Qualifications

All members 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.nominees.

Mr. Carlos Alvarez is chair and chief executive officer of The Gambrinus Company which he founded in 1986 when he moved 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 a board member of the World Affairs Council of America (Washington, D.C.) and the World Affairs Council of San Antonio, which he previously served as chairman; and he serves on the board of National Public Radio (Washington, D.C.) and Davidson College (Davidson, NC). 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 experience in business operations, management, sales and 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 and chief executive officer of James Avery Craftsman, Inc., a family-owned company founded by his father in 1954, to create finely crafted jewelry designs. Dr. Avery has served on the James Avery Craftsman, Inc. board of directors since 1989. A licensed physician and board-certified anesthesiologist, he left his profession as chief of anesthesia at Sid Peterson Memorial Hospital in Kerrville, Texas in 1991 to assist in the transition and direction of the family business. He became president and chief operating officer in 1991 and later assumed the roles of chief executive officer and chair of the board in May 2007. Under his leadership, James Avery Craftsman, Inc. has become a national brand that designs, manufactures and sells jewelry in its own stores across the U.S. Dr. Avery earned a bachelor’s degree in biology from Stephen F. Austin State University and a medical degree from the University of Texas Medical School at San Antonio (now the University of Texas Health Science Center at San Antonio). After an internship in orthopedic surgery, he worked as an ER physician in San Antonio and Kerrville. He completed an anesthesia residency at Medical Center Hospital in San Antonio and began his anesthesia practice in Kerrville. Dr. Avery is president of the Fredericksburg Hospital Authority board of directors and has served the boards of Hill Country Memorial Hospital in Fredericksburg, Texas and Sid Peterson Hospital in Kerrville, Texas. It is because of his experience in business operations and management, as well as his knowledge of the communities we serve, that our Board has concluded that Dr. Avery should continue serving on the Board.

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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.

Fort Worth native Mr. Crawford H. Edwards is president of Cassco Development Co., Inc. and is the fifth generation

Mr. Edwards serves on the board of directors of the following organizations: Texas and Southwestern Cattle Raisers Association, the Southwestern Exposition Livestock Show, the National Finance Credit Corporation and Visit Fort Worth, where he is also a member of the executive committee. It is because 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 in business operations and management and real estate, 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. 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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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. 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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CERTAIN CORPORATE GOVERNANCE MATTERS

Cullen/Frost believes that it has operated over the years with sound corporate governance practices that exemplify its commitment to integrity and to protect both the interests of its shareholders and the other constituencies that it serves. These practices include a substantially independent Board, periodic meetings ofnon-management Directors, and a sound and comprehensive code of conduct, which obligates Directors and all employees to adhere to the highest legal and ethical business practices. A review of some of Cullen/Frost’s corporate governance measures is set forth below.

Director Independence

The Board believes that a substantial majority of its members should be independent within the meaning of the NYSE’s rules. To this end, the Board reviews annually the relevant facts and circumstances regarding relationships between Directors and Cullen/Frost. The purpose of the Board’s review is to determine whether any Director has a material relationship with Cullen/Frost (either directly or as a partner, shareholder or officer of an organization that has a relationship with Cullen/Frost).

In connection with the Board’s latest review, the Board determined that the following Director nominees, who compose approximately 79%81.8% of the fourteeneleven nominees, are independent within the meaning of the NYSE’s rules: Mr. Carlos Alvarez, Dr. Chris M. Avery, Mr. Samuel G.Chase, Ms. Comparin, Mr. Dawson, Mr. Crawford H. Edwards, Mr. David J. Haemisegger, Mr. Jarvis V. Hollingsworth, Mrs. Karen E. Jennings,Matthews and Ms. Rutherford. Mr. Richard M. Kleberg, III, Mr. Charles W. Matthews, Mrs. Ida Clement Steen, and Mr. Horace Wilkins, Jr. In addition, the Board determined that Mr. Ruben M. Escobedo, who is retiring from the Board in April 2018, is independent within the meaning of the NYSE’s rules.

Mr. Patrick B. Frost and Mr. Phillip D. Green are not independent because they are executive officers of Cullen/Frost. The Board has determined that Mr. Weston is not independent within the meaning of the NYSE’s rules because he controls, and has a 21% ownership interest in, entities that have entered into certain banking, property and service transactions with Cullen/Frost and its subsidiaries, described under “Certain Transactions and Relationships”, that exceed the quantitative thresholds set forth in the NYSE’s bright-line independence tests. While these transactions involve payments to, and payments from, Frost Bank in amounts that exceed the greater of $1,000,000 and 2% of the Weston affiliated entities’ consolidated gross revenues, the Corporate Governance and Nominating Committee has reviewed each of these transactions in accordance with the criteria described in “Certain Transactions and Relationships-Policies and Procedures for Review, Approval or Ratification of Related Party Transactions” and has determined that the transactions were all entered into in the ordinary course of business, have substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to Cullen/Frost, and did involve more than the normal risk of collectability or present other unfavorable features. In particular, the Corporate Governance and Nominating Committee noted that Mr. Weston was not a Director or nominee for Director at the time these transactions were entered into. In addition, the Board determined that Mr. R. Denny Alexander, who is retiring from the Board in April 2018, is no longer independent within the meaning of the NYSE’s rules because he is the managing general partner of, and owns a 13.33% interest in, an entity that received payments from subsidiaries of Cullen/Frost during 2017 in amounts that, for the first time, exceeded the greater of $1,000,000 and 2% of such entity’s gross revenues.

In making its independence determinations, the Board considers the NYSE’s rules, as well as the standards set forth below. The Board adopted these standards pursuant to the NYSE’s rules to assist in making independence determinations. For purposes of the standards, the term “Cullen/Frost Entity” means, collectively, Cullen/Frost and each of its subsidiaries.

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Credit RelationshipsRelationships..     A proposed or outstanding relationship that consists of an extension of credit by a Cullen/Frost Entity to a Director or a person or entity that is affiliated with, associated with or related to a Director should not be deemed to be a material relationship adversely affecting such Director’s independence if it satisfies each of the following criteria:

The Board determined that credit relationships with each of our independent Directors satisfied these criteria.

Non-Credit Banking or Financial Products or Services RelationshipsRelationships..     A proposed or outstanding relationship in which a Director or a person or entity that is affiliated with, associated with or related to a Director procuresnon-credit banking or financial products or services from a Cullen/Frost Entity should not be deemed to be a material relationship adversely affecting such Director’s independence if it (i) has been or will be offered in the ordinary course of the Cullen/Frost Entity’s business and (ii) has been or will be offered on terms and under circumstances that were or are substantially similar to those prevailing at the time for comparablenon-credit banking or financial products or services provided by the Cullen/Frost Entity to other unrelated persons or entities. The Board determined thatnon-credit banking or financial products or services relationships with each of our independent Directors satisfied these criteria.

Property or Services RelationshipsRelationships..     A proposed or outstanding relationship in which a Director or a person or Entity that is affiliated with, associated with or related to a Director provides property or services to a Cullen/Frost Entity should not be deemed to be a material relationship adversely affecting such Director’s independence if the property or services (i) have been or will be procured in the ordinary course of the Cullen/Frost Entity’s business and (ii) have been or will be procured on terms and under circumstances that were or are substantially similar to those that the Cullen/Frost Entity would expect in procuring comparable property or services from other unrelated persons or entities. The Board determined that the following property

or services relationships satisfied these criteria: the(1) with respect to Mr. Edwards, lease arrangements involving amounts less than $120,000 between Cullen/Frost Entities and companies in which Mr. R. Denny Alexander and Mr. Crawford H. Edwards have interests; the jewelry products provided to Cullen/Frost Entities by a company in which Dr. Chris M. AveryMr. Edwards has interests; theinterests, (2) with respect to Mr. Dawson, engineering services involving amounts less than $120,000 provided to Cullen/Frost Entities by a company in which Mr. Samuel G. Dawson has interests;interests, and the legal services provided(3) with respect to Cullen/Ms. Rutherford, a corporate travel arrangement between Frost Entities by law firmsBank and Southwest Airlines whereby employees of Frost Bank can book travel with Southwest Airlines (SWABIZ) and earn enhanced travel rewards. For details regarding relationships involving amounts greater than $120,000 in which Mr. Jarvis V. Hollingsworth and an immediate family member of Mr. Charles W. Matthews are partnersa Director or shareholders. For additional details,a person or Entity that is affiliated with, associated with or related to a Director has a direct or indirect material interest, see “Certain Transactions and Relationships” elsewhere in this document.

Meetings ofNon-Management Directors

Cullen/Frost’snon-management Directors meet in executive sessions without members of management present at each regularly scheduled meeting of the Board. The Lead Director and ChairmanChair of the Board’s Corporate Governance and Nominating Committee presides at the executive sessions. As discussed above under “General Information about the Board of Directors—Leadership Structure”,Structure,” Mr. Charles W. Matthews currently serves as the Lead Director and ChairmanChair of the Board’s Corporate Governance and Nominating Committee.

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CORPORATE CITIZENSHIP AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Cullen/Frost recognizes that our business, as well as the operations and activities of our customers, could be negatively impacted by climate change. We also recognize that our success depends, in large part, on our ability to attract and retain key people and having the best workforce possible and on the well-being of the communities in which we operate. Over many years, we have strived to enhance our corporate governance and to maintain high corporate governance standards.

Cullen/Frost believes that the considerations and risks associated with environmental, social and governance (“ESG”) matters can best be managed through our corporate culture, including The Frost Philosophy, a combination of our mission statement and our core values of Integrity, Caring and Excellence, which can be found in our Blue Book on Cullen/Frost’s website at frostbank.com/corporate-citizenship. The Blue Book describes what we are trying to do (our mission) and how we go about doing it (our core values). Consistent with our culture, Cullen/Frost has developed a four pillar approach to ESG considerations:

FOUR ESG PILLARS

				COMMITMENT TO SOUND CORPORATE GOVERNANCE Our commitment to sound corporate governance is best described in our mission statement: “We will grow and prosper, building long-term relationships based on top-quality service, high ethical standards and safe, sound assets.”All directors, officers and employees of Cullen/Frost are expected to adhere to the principles of honesty and transparency as set forth in our Code of Conduct and our policies. We continually work to improve the effectiveness of our Board and management teams by ensuring we have a diverse group of people and talents.
				COMMITMENT TO OUR PEOPLE Our commitment to our people requires us to seek to attract and retain a workforce that is excellent in its character, composition and diversity. We continually work to improve the way that we recognize and honor our people, and to do so we have surveyed our employees and taken actions based on the feedback that we received to strive to provide an excellent experience and work environment for Frost’s employees. We also created the position of chief diversity and inclusion officer in 2021 to ensure the unique needs, perspectives and potential of all team members are understood and respected.
				COMMITMENT TO OUR COMMUNITIES Our commitment to our communities includes our community reinvestment activities, our partnership with the United Way and our organic growth strategy. Last year saw the completion of our initial Houston expansion, opening 25 new locations in just over two years, and the announcement of a similar expansion strategy for the Dallas region, including 30 new branches in low-to-moderate income or majority minority areas across those two regions based on current census data. In addition, we ended the year by announcing Cullen/Frost as one of the founding members of the Corporate Partners for Racial Equity in San Antonio, an organization whose mission is to improve racial equity in our community.
				COMMITMENT TO CONSERVATION Our commitment to conservation begins with understanding our responsibility to care for our environment and the natural resources that benefit humankind. We actively look for ways to reduce waste, increase operational efficiency, and eliminate unnecessary adverse impacts on the environment in which we operate. The construction and operation of our One Frost Operations Center in northwest San Antonio is an example of how we were able to integrate resource preservation and water conservation methods demonstrating our commitment to the environment.

More information about Cullen/Frost’s commitment to ESG matters, including our Blue Book and policies around diversity, equity and inclusion are available on Cullen/Frost’s website at frostbank.com/corporate-citizenship.

		CULLEN/FROST BANKERS, INC.    |    2022 PROXY STATEMENT		PAGE  17

Delegation authorityauthority..     Although the Committee approves the normal annual grant of equity to officers, it delegates authority to the CEO to allocate a specified pool of equity compensation awards to address special needs as they arise.

Role of executive officersofficers..     After consulting with the Committee’s compensation consultant and the Company’s Chief Human Resources Officer, the CEO recommends to the Committee base salary, target incentive levels, actual incentive payments and long-term incentive grants for Company officers.the Company’s other Executive Officers. The Committee considers, discusses and modifies the CEO’s recommendations, as appropriate, and takes action on such proposals. The CEO does not make recommendations to the Committee on his own pay levels. The Committee, in executive session and without the CEO present, determines the pay levels for the CEO to be ratified by the Board.

Role of compensation consultantsconsultants..     The Committee retains Meridian Compensation Partners, LLC (“Meridian”) to serve as its outside independent compensation consultant.

Meridian’s role is to serve and assist the Committee in its review and oversight of executive and director compensation practices and to assist the CEO and companyCompany management in reviewing, assessing and developing recommendations for Cullen/Frost’s executive compensation programs.

The nature and scope of services rendered by Meridian on the Committee’s behalf is described below:

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hasn’t changed is our commitment to our values and to the relationships we’ve forged. Those relationships include our employees. We believe a key factor in our success is consistency—consistency in culture, philosophy and management, as well as consistency in executive pay philosophy and practices.

At Cullen/Frost, we enjoy a strong history of sound and profitable performance. We believe everyone is significant at our Company and successful performance occurs when everyone works together as a team with common goals. As a result, our executive compensation programs generally focus on total company success. We believe in providing a “square deal” for our shareholders, customers and employees. Therefore, we generally target our executive compensation at target, at approximately the 50th percentileto be in a competitive range of the external marketour peer group while taking into account various other factors, including market conditions, company performance, internal equity and individual experience levels, among other things. Because we believe Cullen/Frost is a safe and sound place to do business, we strive to avoid excessive risk, and do not offer executive compensation programs that would encourage the taking of such risks. Further, we believe that the consistency and continuity of our management team serves to enhance our conservative risk profile. The average tenure with Cullen/Frost of the five Named Executive Officers (as defined below)above) included in this proxy statement is in excess of 35 years. Finally, we structure our executive compensation programs to align management and shareholder interests.

As we celebrate our 150th154th anniversary this year, we gratefully acknowledge that we enjoy a very rich history as a company. We appreciate a robust tradition of not only solid financial performance, but of strengthening and enhancing the communities we serve and making peoples’people’s lives better. From the very beginning, we have been a values-driven company and we continue to operate our business guided by our core values of integrity, caring and excellence. It is with pride and great anticipation that we carry this heritage and culture into our future.

Key 20172021 Company Performance.     2017Performance Outcomes.

The year 2021 was another great year for Cullen/Frost.

We achieved a very strong level of net income available to common shareholders of $364approximately $436 million realizing record earnings for(as disclosed in our Company as well as significantly exceeding our budgeted expectations. annual report on Form 10-K filed with the SEC on February 4, 2022). This level of net income exceeded budget expectations by 36%.

As a result of our strong performance and consistent with ourpay-for-performance compensation philosophy, annual incentives paid to our Named Executive Officers for 20172021 performance were generally paid at 15% over25% above target.

2017 Compensation Actions.     During 2017, in light of our continued strong financial performance, the following decisions were made concerning compensation of the Named Executive Officers:

We believe that our executive compensation programs successfully balance elements of fixed compensation, short-term and long-term incentives and benefit programs consistent with our core values of integrity, caring and excellence.

20172021 Say On Pay Vote

The 20172021 Annual Shareholders Meeting was held on April 27th.28. The shareholders showed their approval of the Company’s executive pay programs with 96%over 98% of all votes cast being in favor of approval of the executive pay programs. The Compensation and Benefits Committee (the “Committee”) and the Board were very appreciative of the positive vote and the strong message it delivered. Therecognized this strong shareholder support has reaffirmedas an endorsement of the Committee’s approach to executive compensation philosophy and programs. Accordingly, for 20172021, the Committee continued to administer the same conservative reward programs and to demonstrate the same consistent pay philosophies that have been in place historically.

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The Committee does not assign a specific weighting to these factors and may exercise its discretion when making compensation decisions for Named Executive Officers.

When reviewing the components of the compensation program, the Committee, together with Mr. Green, the Chief Human Resources Officer, and the Committee’s independent compensation consultant, workworks to ensure the total package is competitive with the external marketplace and remains balanced from an internal equity standpoint. However, the Committee believes that it is the total package that should be competitive, and not necessarily the individual elements.

Mr. Green makes recommendations to the Committee on the pay levels of his direct reports (including the other Named Executive Officers) for the Committee’s review and approval. The Committee reviews a total compensation tally sheet for Mr. Green annually. Cullen/Frost uses the tally sheet to inform the Committee on Mr. Green’s total compensation and accumulated wealth from the Company’s equity and retirement benefit plans. Mr. Green does not make recommendations to the Committee on his own pay levels. The Committee, in executive session and without Mr. Green present, determines the pay levels for Mr. Green to be ratified by the Board. For additional information about the Committee’s compensation-setting process, see the section above entitled “Compensation and Benefits Committee Governance” on page 18.

The Committee does not maintain a stated policy with regard to the allocation of cash versusand non-cash components of compensation. However, the allocation of cash andnon-cash compensation for each of the Named Executive Officers is reviewed by the Committee annually.

In general, the Committee does not take into account amounts realizable from prior compensation when making future pay decisions. However, previous grant date amounts and values are considered, particularly when establishing long-term incentive award grants.grant levels.

In light of the volatility in the U.S. financial markets and the concern over executive compensation among financial institutions, the Committee has traditionally met at least annually with senior officers,Executive Officers, including the Chief Risk Officer, along with the Committee’s compensation consultant, to discuss the risk profile of our total executive compensation program for Named Executive Officers. For 2017,2021, the Committee determined that the Company’s total compensation program, which balances fixed compensation (base paysalary and retirement benefits) and various forms of shorter- and longer-term incentive pay (annual cash incentive and equity compensation), did not encourage excessive or unnecessary risks. See “Relation of Pay Practices to Risk Management” below on page 25 for a further discussion on how we implement compensation policies and practices that are designed to support strong risk management.

Benchmarking and Peer Companies

Under the direction of the Committee, the Company, together with Meridian, the Committee’s independent external compensation consultant, typically conducts an annual competitiveness review of base pay,salary, annual incentive pay and long-term incentive pay.pay at its fall meeting. The competitiveness of other forms of pay is reviewed on a periodic basis, as determined by the Committee.

External market data is provided by Meridian. For purposesThe review conducted for the Committee’s fall 2021 meeting was the first review in two years. The Committee did not conduct a review of benchmarking executive compensation in the fall of 2020 as the Named Executive Officers had voluntarily requested, and the Committee hasgranted, a 10% reduction in base salary and a five percentage point reduction in bonus target for the year 2021. For the 2021 review, the Committee met in the summer to begin discussions of the appropriate parameters for an updated peer group. The Committee focused on the importance of refining the peer group to serve as true peer banks. In assessing a peer group the Committee decided to look at not only asset size but also market capitalization and business focus. In addition, the Committee determined that the external marketthere should be defined as peer companiesa few larger aspirational peers included in the banking industrypeer group.

In reviewing banks of comparable size and scope, the Committee considered banks one-half times to two times Cullen/Frost’s asset size. For aspirational peers, the Committee looked at banks of two to four times Cullen/Frost’s asset size. Market capitalization was also considered as a similarsecondary reference point in addition to asset size.

Four of Cullen/Frost’s previously reported peer group banks were removed from the list due to merger and acquisition activity:

After removing these four banks due to merger and acquisition activity, Cullen/Frost would have been at the 67th percentile of the remaining peer banks in terms of asset size and 71st percentile in terms of market capitalization.

Another five banks were removed in an effort to position Cullen/Frost. For 2017, Meridian provided market data collected from public filings forFrost within the following 21 peer companies.median assets range:

Three banks were added to the peer group based on asset size and market capitalization:

The Committee reviewed a group of six banks identified for potential inclusion as aspirational peers based on their asset size. However, three were eliminated due to one bank having an expected asset size greater than our parameters following an upcoming merger and two banks having differing business focus. This left three banks to serve as aspirational peers:

Following the Committee’s review with Meridian, the Committee established a peer group of the following 22 companies in 2021 to make compensation decisions for 2022. The final peer group is comprised of 19 peers and three aspirational peers. External market data for the peer group was provided by Meridian.

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For 2017, Meridian reviewed our compensation peer group and recommended the following change which was approved by the Committee:

The peer group was developed based on the following criteria: