Shareholders, for the ratification of Ernst & Young LLP to act as result, our independent auditors for the 2020 fiscal year, for thenon-binding approval of executive compensation programs generally focus on total Company success. Therefore, we generally target our executive compensation to be in a competitive range of our peer group while taking into account various other factors, including market conditions, Company performance, internal equity and in the discretion of the persons named as proxies with respect to anyindividual experience and performance levels, among 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 ofthings. Because we believe Cullen/Frost Bankers, Inc., 111 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,should be a safe and such vote will revoke any proxy previously given.

Quorum and Voting Requirements

A quorum of shareholders is requiredsound place to hold a valid meeting. If the holders of a majority of the issued and outstanding shares of Cullen/Frost Common Stock entitleddo business, we strive to vote are present at the Annual Meeting in person or represented by proxy, a quorum will exist. 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 2020 fiscal year, the affirmative vote of the holders of a majority of the shares of Cullen/Frost’s Common Stock entitled to vote 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 vote 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 Planavoid excessive risk, and do not provide voting instructionsoffer 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 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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To help ensure strong oversight by ournon-management directors, our Audit Committee, Corporate Governance and Nominating Committee, and Compensation and Benefits Committee are composed only of independent directors, and a majority of our Risk Committee, including the chairperson of the Risk Committee, is composed of independent directors. In accordance with our Corporate Governance Guidelines, thecurrent Chair of the Corporate Governance and Nominating Committee, acts as theis our independent Lead Director and presides at executive sessions ofnon-management directors and presents to the full Board any matters that may need to be considered by the full Board.Director. Mr. Charles W. Matthews the current Lead Director,is also is the Chair of the Compensation and Benefits Committee and is a member of several otherall Board committees. As a result, the Lead Director is well informed regarding all activities of the Board and mostits committees.

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, 111 West Houston Street, Suite 100, San Antonio, Texas 78205. Recommendations may be submitted at any time. The written recommendation must be made in the manner and form required by Cullen/Frost’s Bylaws, 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 by2022 annual meeting. Mr. Pierce joined 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.

2019 Director Compensation

2019 Director Compensation Table

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Dr. Chris M. Avery serves as chair of the board 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 where he served as president and chief operating officer and chief executive officer. 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.

Mr. Tony Chase is Chairman and Chief Executive Officer of ChaseSource, L.P., a Houston-based staffing and real estate development firm. He was a founder of mobile phone provider Cricket Wireless and of ChaseCom, L.P., a global customer relationship management and staffing services company, until its sale to AT&T, Inc. in 2007. Prof. Chase is a tenured Professor of Law and Business at the University of Houston Law Center, where he began teaching in 1990. He has published numerous law review articles during his tenure. Mr. Chase is on the board of directors of the Texas Medical Center, M.D. Anderson Board of Visitors and the Greater Houston Partnership, serving as its chairman during 2012. Mr. Chase currently serves as a director of Nabors Industries Ltd. and previously served as a director of Anadarko Petroleum Corporation, Paragon Offshore plc, Sarepta Therapeutics, Inc. and Western Midstream Operating, LP. Additionally, he is a Trustee of the Houston Endowment, and served on the board of trustees of St. John’s School and KIPP Schools. Mr. Chase is the former Deputy Chairman of the Federal Reserve Bank of Dallas and a former Director of the Federal Reserve Bank of Houston. Mr. Chase graduated with honors from Harvard College and subsequently earned M.B.A. and J.D. degrees from Harvard Business School and Harvard Law School, respectively. He is also an Eagle Scout. It is because of his experience in corporate governance, and regulatory and real estate matters, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Chase should serve on the Board.

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Ms. Cynthia Comparin has experience serving as an independent director of companies listed on both NYSE and NASDAQ. Her areas of expertise include: international business, strategy development, business development, technology, finance and accounting (including M&A and divestitures). She is a Qualified Financial Expert (QFE). Ms. Comparin is also a National Association for Corporate Directors (NACD) Fellow and a Member of the Latino Corporate Directors Association (LCDA). Ms. Comparin is a current Director of Universal Display Corporation and a former independent director of Black Box Corporation, a NASDAQ listed (BBOX) company. Black Box is a network solutions provider dedicated to helping clients build, manage, optimize and provide data security to their networks. She was a member of the Audit and Nominating & Governance Committees. Black Box was acquired by AGC Networks PTE Ltd., a company organized under Singapore law. Ms. Comparin was CEO of Animato, a technology solutions provider that partnered with clients to align business processes with technology to create value. Services included design, implementation and software as a service (SaaS). Animato’s client base consisted of global companies in the energy, retail, and services industries as well as large multi-billion-dollar healthcare and government systems. Ms. Comparin was an Ernst & Young Entrepreneur of the Year Finalist, Southwest and received a Tech Titans Award for Emerging Company CEO as well as a Greater Dallas Chamber International Business Award. Animato was certified as a Hispanic-owned company and was sold in 2016. Prior to establishing Animato, Ms. Comparin was president of ALLTEL’s Enterprise Network Services Division, a group she created to provide consulting, integration and operations services to customers worldwide. She also served as vice president and general manager for Nortel’s Network Transformation Services Division providing consulting, project implementation and ongoing services to Fortune 1000 companies on a global basis. Previously, Ms. Comparin was general manager, Latin America at Recognition International, a global technology company. There, she developed and implemented the Latin American business plan including developing and managing distribution channels. Before joining Recognition International, Ms. Comparin held both U.S. and internationally based executive management positions at EDS. She began her career as a financial analyst for LTV Aerospace and Defense Company. Ms. Comparin earned a BBA in Finance from The University of Texas at Austin and has completed management programs at The Wharton School of Business and Harvard University. She is also active in community associations. It is because of her experience as CEO and as a board member of a NASDAQ-listed company, and her knowledge and experience in the technology industry and her insight into a wide variety of areas including the increasingly important world of cyber security and extending technology to customers, as well as her knowledge of the communities we serve, that our Board has concluded that Ms. Comparin 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, New Braunfels, 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. At present, he is an active board member of the Southwest Research Institute, Methodist Healthcare Ministries and Haven for Hope. 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, and in 2017, he was recognized as a distinguished graduate of the Cockrell School of Engineering. It is because of his business operations and management skills, his familiarity with issues related to human resources, 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 and the Texas Christian University 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, the Fort Worth Convention and Visitors Bureau 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 BA degree in Economics from Vanderbilt University and an MBA degree from The University of Texas at Austin. He is 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 chairman and chief executive officer of Cullen/Frost Bankers, Inc. and Frost Bank. 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 when he was named president of Cullen/Frost. He became chairman and CEO in 2016. During Green’s tenure at Frost, the company has become one of the nation’s 60 largest banks and has increased its common stock dividend for 25 consecutive years. At the same time, Frost has won numerous accolades for excellence and customer service, earning more Greenwich Excellence Awards for service to business clients than any other bank nationwide for three consecutive years, and receiving the highest ranking in customer satisfaction in Texas in the J.D. Power U.S. Retail Banking Satisfaction Study for ten consecutive years. Frost has also ranked highly in the American Banker/Reputation Institute Survey of Bank Reputations and Forbes magazine’s list of America’s 100 Best Banks. Green currently serves on the Federal Reserve Board’s Federal Advisory Council, serving the Fed’s 11th District. He also serves on the Board of Directors and Finance Committee of the Southwest Research Institute and on the University of Texas at Austin Chancellor’s Council Executive Committee, McCombs School of Business Advisory Council and the McCombs Scholars Program committee. As a member of the Board of Directors of The Tobin Center for the Performing Arts, Green serves as Board Treasurer and as the Chairman of the Finance Committee. Green is also a member of the Executive Committee and Board of Trustees of the United Way of San Antonio and Bexar County. Green recently joined the University of Texas San Antonio Campaign Leadership Council and is a member of theMid-Sized Bank Coalition where he is a former executive committee member. Green graduated with honors from the University of Texas at Austin in 1977, earning a bachelor’s degree in accounting. Prior to joining Frost, he spent three years in public accounting with Ernst & Ernst. 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 continue 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 BA degree from Princeton University in his native New Jersey, he earned an MBA 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 past chair of the board of trustees at the Hockaday School in Dallas where he previously served as chair of the Governance and Trusteeship Committee for two years and 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, a member of the graduate executive board of the Wharton School, a member of the advisory council of the Princeton University Art Museum, a member of the board of advisors of the Nasher Museum of Art at Duke University 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 positions of senior executive vice president of Human Resources and Corporate Communications, and president – Missouri for Southwestern Bell Telephone Company. Mrs. Jennings grew up in Carleton, Michigan, graduating from the University of Arkansas with a BS degree in Education. She also attended the executive education program at the University of Michigan and Northwestern University. She served on the board of directors of Ladies Pro Golf Association (LPGA) for six years. 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.

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 BA degree in government, he earned a JD 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 an emeritus member and past chair of the University of Houston Law Foundation. Mr. Matthews is also past chair and president of theEx-Students Association of The University of Texas and serves as a board member and chair of the investment committee of The University of Texas System Foundation. He serves on the board of Trinity Industries Inc. where he is a member of the Human Resources Committee and past chair of the Corporate Governance and Directors Nominating Committee, and he is a past director of Forestar Group, Inc. Also, Mr. Mathews serves on the board of Children’s Health of Dallas and is a member of the Executive Committee and past chair of the Texas Cultural Trust and is a former director of the International Association of Defense Counsel. 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 45 years. She is regent emerita for the Texas A&M University System, where she served on the Finance Committee and as special liaison to the Texas Growth Fund Board. A graduate 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 five-member Texas Alcoholic Beverage Commission, the agency that regulates all phases of the alcoholic beverage industry in Texas, and is nearing the end of her term. It is because of her experience in investing and her 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 chief executive officer (on two occasions) and executive chair of the board. Rackspace advanced from astart-up venture in 1998, to a public company in 2008, and later a company with annual revenue of $2 billion dollars at the time it was sold in 2016. A graduate of Texas A & M University and a consistently successful entrepreneur with a portfolio of downtown San Antonio property, including an investor of the office high-rise Weston Centre, Mr. Weston formed Weston Urban, LLC, in 2012. A primary area of focus for the company is there-development of San Antonio’s downtown. He is also passionate about fostering the success of the City’s growing tech sector and development of the tech talent in the city. Mr. Westonco-founded and owns Geekdom, an entrepreneurial and tech incubator. His charitable work is done through the 80/20 Foundation, which promotes entrepreneurship and education. In addition to his deep commitment to San Antonio and the communities we serve, Mr. Weston brings broad knowledge and experience in technology to our Board, as well as considerable insight in a wide variety of specialized fields, including the increasingly critical domain of cyber security. It is because of this knowledge and experience that our Board has concluded that Mr. Weston should continue serving on the Board.

Miscellaneous Information

There are no arrangements or understandings between any Directordirector nominee of Cullen/Frost and any other person regarding such nominee’s selection as such.

CERTAIN nominee's election.