Shareholders, for the ratification of Ernst & Young LLP to act as our independent auditors for the 20202022 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., 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, and such vote will revokesupersede any proxy previously given.

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, 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 $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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Nominees forOne-Year Term Expiring in 2021 (continued):

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The Board has adopted written charters offor the Audit Committee, the Compensation and Benefits Committee, the Corporate Governance and Nominating Committee, the Risk Committee and the Technology Committee. All of these charters are available at frostbank.cominvestor.frostbank.com or in print to any shareholder making a request by contacting the Corporate Secretary, at 111 West Houston

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, the Chair of the Corporate Governance and Nominating Committee acts as the Lead Director and presides at executive sessions ofnon-management directors and presents to the full Board any matters discussed in the executive sessions that may need to be considered or acted upon by the full Board. Mr. Charles W. Matthews, the current Lead Director, alsoChair of the Corporate Governance and Nominating Committee, is the current Lead Director. Mr. Matthews is also Chair of the Compensation and Benefits Committee and is a member of several other Board committees. As a result, the Lead Director is well informed regarding all activities of the Board and most of its committees. In addition to presiding at the executive sessions of thenon-management directors, the Lead Director also reviews the agenda, schedule and materials for each Board Meeting and Board committee meeting (for each committee on which he sits) and executive session, and facilitates communication between thenon-management directors and the Chair and CEO.

The Board is responsible for overseeing all aspects of management of Cullen/Frost, including risk oversight, which is effected primarily through the Audit and Risk Committees. The Risk Committee assists the Board in fulfilling its responsibilities for oversight of the Company’s enterprise-wide risk management framework, including reviewing the Company’s overall risk appetite, risk management strategy and the policies and practices established by the Company’s management to identify and manage risk to the Company. The Audit Committee receives reports on, and reviews, Frost Bank’s principal risk exposure, including financial reporting, credit and liquidity risk. Cullen/Frost management regularly discusses macro-economic and business-specific factors with the Audit Committee and the Risk Committee, as well as the potential impact of these factors on the risk profile (including the financial situation) of the Company. Cullen/Frost management also periodically reviews with the Board specific risk analyses, such as sensitivity and scenario analyses. In addition, the Audit Committee and the Risk Committee receive written packages and detailed oral postings on various types of risk and other matters (which come from a combination of the Company’s Chief Executive Officer, Chief Financial OfficerCEO, CFO and Chief Risk Officer) at regularly scheduled meetings. The Board also interacts on a regular basis with executive officers, from both the control and line of business sides of Cullen/Frost. Furthermore, members of the Board of Cullen/Frost also serve as members of the Board of Directors of Frost Bank (including corresponding committees thereof), and as such receive regular reports on the operations of Frost Bank. The Board of Directors of Frost Bank has an additional committee, the Wealth Advisors Committee, that is not a committee of the Board of Cullen/Frost. This Frost Bank Board committee has a majority of independent directors and reviews risks and approves policy exceptions in trust services.

In addition, each standing committee of the Boards of Cullen/Frost and Frost Bank has oversight responsibility for risks inherent within its area of oversight. For example, the Technology Committee oversees the information technology security of Cullen/Frost Bankers, Inc. and Frost Bank, including cybersecurity issues, considerations and developments. Among other responsibilities, the Technology Committee reviews and discusses with management, as and when appropriate, risk management and risk assessment guidelines and policies regarding information technology security, including the quality and effectiveness of information technology security and disaster recovery capabilities.

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 mustshould 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.

The following information indicates the aggregate number of deferred stock units previously awarded and outstanding for the following directors as of December 31, 2019:2021:

Cullen/Frost employees receive no fees for their services as members of the Board of Directors or any of its committees.

Non-employee Directors receive an annual cash retainer fee of $60,000. Additionally, the Lead Director receives an annualas well as cash retainer of $15,000; the Auditfees for service on Committees either as a Committee Chair receives an annual cash retainer of $20,000; the Compensation and Benefitsor a Committee Chair receives an annual cash retainer of $12,000; and all other Committee ChairsMember. In addition, non-employee Directors receive an annual cash retainerequity grant in the form of $10,000. In addition, members of the Audit Committee receive an annual cash retainer of $10,000; members of the Compensation and Benefits Committee receive an annual cash retainer of $6,000; and members of all other Committees receive an annual cash retainer of $5,000. Committee Chairs do not receive retainers for Committee membership in addition to their retainer for service as Chair. Theredeferred stock units. These units are no fees paid for meeting attendance.

Non-employee Directors are also eligible to receive stock-based compensation each yearissued under Cullen/Frost’s 2015 Omnibus Incentive Plan. In April 2019, eachnon-employee Director in office at that time received 584 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 wereare fully vested upon being awardedgrant and entitle the holders to receive equivalent dividend payments asat the time such dividends are declared on Cullen/Frost’s Common Stock.

Each deferred stock unit held by a non-employee Director is settled in one share of the Cullen/Frost Directors also serves on theFrost’s Common Stock upon retirement from Cullen/Frost’s Board of Directors of Frost Bank, a subsidiary of Cullen/Frost.Directors.

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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).

		CHRIS M. AVERY

Age 67 Director since 2015 Independent		Dr. Chris M. Avery is Chairman and former CEO and President 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 CEO and chairman 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 United States.
		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 a former 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. 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.   Anthony R. (“Tony”) Chase Nominated to stand for election to the Board in 2020   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. -12-     Cynthia J. Comparin CULLEN/FROST BANKERS, INC.    |    2022 PROXY STATEMENT   Director since 2018PAGE  9 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. -13-     GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS       ANTHONY R. (“TONY”) CHASE   Age 67 Director since 2020 Independent Mr. Anthony R. Chase is Chairman & CEO of ChaseSource, LP, a staffing, facilities management, and real estate development firm. ChaseSource is recognized as one of the nation’s largest minority-owned businesses by Black Enterprise Magazine. Mr. Chase started and sold three ventures (Chase Radio Partners, Cricket Wireless and ChaseCom) and now owns and operates his fourth, ChaseSource. The first, Chase Radio Partners, founded in 1992, owned seven radio stations and was sold to Clear Channel Communications in 1998. The second was Cricket Wireless a nationwide cell phone service provider that he started together with Qualcomm in 1993. He opened the first Cricket markets in Chattanooga and Nashville, TN. The third was ChaseCom, a company that built and operated call centers in the United States and India which he sold to AT&T Corporation in 2007. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principal Auto Toyota dealership in greater Memphis, TN. Mr. Chase serves on the boards of Heritage Crystal Clean, Inc., LyondellBasell Industries N.V., Nabors Industries Ltd. and Par-Pacific Holdings, Inc. Mr. Chase is a tenured Professor of Law at the University of Houston Law Center. Mr. Chase is passionate about community engagement and chairs the City of Houston/Harris County COVID-19 Relief Fund and co-chaired the City of Houston/Harris County Hurricane Harvey Relief Fund. He also serves on several non-profit boards in Houston: Houston Endowment, Greater Houston Partnership, Texas Medical Center, MD Anderson Board of Visitors, and the Greater Houston Community Foundation. Mr. Chase served as Deputy Chairman of the Federal Reserve Bank of Dallas and the Chairman of the Greater Houston Partnership. He is also a member of the Council on Foreign Relations. A native Houstonian, Mr. Chase grew up attending Houston public schools. He is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. He is also an Eagle Scout. Mr. Chase is the recipient of many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s 2015 Entrepreneur of the Year, 2013 Mickey Leland Humanitarian Award (NAACP), 2013 Bob Onstead Leadership Award (GHP) and the 2012 Whitney M. Young Jr. Service Award. He also received Ernst & Young’s Entrepreneur of the Year, the Pinnacle Award (Bank of America) and the Baker Faculty Award (UH Law Center). It is because of his experience in corporate governance, banking, regulatory and real estate matters, as well as his knowledge of the communities we serve, that our Board has concluded that Mr. Chase should continue serving on the Board.   CYNTHIA J. COMPARIN   Age 63 Director since 2018 Independent Ms. Cynthia J. Comparin is the founder and recently retired chief executive officer of Animato Technologies Corp., a private company providing business and technology solutions to enterprise clients. She held various senior executive positions in multibillion-dollar global technology corporations throughout her career. Ms. Comparin’s areas of expertise include: independent director corporate board experience, international business, strategy development, business development, finance and accounting (including M&A and divestitures). Ms. Comparin is an independent Director of Universal Display Corporation, a NASDAQ-listed company, where she serves on the Audit Committee. Ms. Comparin is a former independent director of Black Box Corporation, a NASDAQ-listed company sold in 2019. She is a National Association for Corporate Directors fellow and Board member of Latino Corporate Directors Association. Prior to establishing Animato, Ms. Comparin created and was president of Alltel’s Enterprise Network Services Division, providing consulting, integration and operations services to worldwide customers. Before Alltel, Ms. Comparin was vice president and general manager for Nortel’s Network Transformation Services Division, general manager of Latin America for Recognition International, a global technology company, and spent 10 years in various U.S.-based and international management positions at EDS, which was later acquired by HP. 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.     Samuel G. DawsonPAGE  10   CULLEN/FROST BANKERS, INC.    |    2022 PROXY STATEMENT     GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS       SAMUEL G. DAWSON   Age 61 Director since 2017 Independent Mr. Samuel G. Dawson is Chief Executive Officer of Pape-Dawson Engineers, Inc., one of the largest engineering firms in Texas, with offices in Austin, Corpus Christi, Dallas, Fort Worth, Houston, New Braunfels and San Antonio. 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 Chairman of: 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, Rotary Club of San Antonio, San Antonio Mobility Coalition, Professional Engineers in Private Practice and Tobin Center for the Performing Arts. 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.
	Mr. Dawson presently serves as Chairman of the Board of Southwest Research Institute serving as Vice Chair of the Corporate Governance Committee and is an active member of the Board of Habitat for Humanity. In 2013, Mr. Dawson was inducted into the University of Texas at Austin Cockrell School of Engineering Department of Civil, Architectural and Environmental Engineering Academy of Distinguished Alumni and in 2017 was recognized as a Distinguished graduate. 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

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 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 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. 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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non-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 76.9%81.8% of the thirteeneleven nominees, are independent within the meaning of the NYSE’s rules: Mr. Carlos Alvarez, Dr. Chris M. Avery, Mr. Anthony R. Chase, Ms. Cynthia J. Comparin, Mr. Samuel G. Dawson, Mr. Crawford H. Edwards, Mr. David J. Haemisegger, Mrs. Karen E. Jennings, Mr. Charles W. Matthews and Mrs. Ida Clement Steen, Jr. In addition, the Board determined that current DirectorsMs. Rutherford. Mr. Richard M. Kleberg III and Mr. Horace Wilkins Jr., were 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 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 determined that the transactions were all entered into in the ordinary course of business, had 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 not 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 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.

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:

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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

For shareholders or other interested parties desiring to communicate with the full Board of Directors,non-management Directors, the presidingnon-management Lead Director or the Audit Committee bye-mail, telephone or U.S. mail, please see the information set forth on Cullen/Frost’s website at frostbank.com.investor.frostbank.com. Alternatively, any shareholder or other interested party may communicate in writing by contacting the Corporate Secretary at 111 West Houston Street, Suite 100, San Antonio, Texas 78205. These communications can be confidential.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines whichthat reaffirm Cullen/Frost’s commitment to having strong corporate governance practices. The Guidelines set forth, among other things, the policies of the Board with respect to Board composition, selection of Directors, Director orientation and continuing training, executive sessions ofnon-management Directors, Director compensation and Director responsibilities. The Guidelines are available on Cullen/Frost’s website at frostbank.com or in print to any shareholder making a request by contacting the Corporate Secretary at 111 West Houston Street, Suite 100, San Antonio, Texas 78205.investor.frostbank.com.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics for Directors and Cullen/Frost employees (the “Code”), including Cullen/Frost’s Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Code addresses, among other things, honest and ethical conduct, accurate and timely financial reporting, compliance with applicable laws, accountability for adherence to the Code and prompt internal reporting of violations of the Code. The Code prohibits retaliation against any Director, officer or employee who in good faith reports a potential violation. The Code is available on Cullen/Frost’s website at frostbank.com or in print to any shareholder making a request by contacting the Corporate Secretary at 111 West Houston Street, Suite 100, San Antonio, Texas 78205.investor.frostbank.com. As required by law, Cullen/Frost will disclose any amendments to or waivers from the Code that apply to its Chief Executive Officer, Chief Financial Officer and principal accounting officer by posting such information on its website at frostbank.com.investor.frostbank.com.

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 executive 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:

Rule10C-1 under the Exchange Act and applicable NYSE rules. The Committee determined that Meridian is an independent adviser to the Committee.

The Committee’s consultant from Meridian attended all of the regularly scheduled Committee meetings in 2019. The Committee’s consultant assisted the Committee with the market data and an assessment of executive compensation levels and program design, CEO compensation, outside Director compensation and support on various regulatory and technical issues.2021.

Compensation and Benefits Committee Interlocks and Insider Participation

During the last fiscal year, none of the members of the Compensation and Benefits Committee (Dr. Chris M. Avery, Mrs. Karen E. Jennings and Mr. Charles W. Matthews) was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation and Benefits Committee. Some of the members of the Compensation and Benefits Committee, and some of their associates, are current or past customers of one or more of Cullen/Frost’s subsidiaries and, since January 1, 2019,2021, transactions between these persons and such subsidiaries have occurred, including borrowings. In the opinion of management, all of the transactions have been in the ordinary course of business, have had substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features. Additional transactions may take place in the future. See “Certain Transactions and Relationships” for a description of an immediate family member of Mr. Charles W. Matthews and Cullen/Frost.

Compensation and Benefits Committee Report

The Compensation and Benefits Committee has reviewed and discussed theCompensation Discussion and Analysis with management. Based on ourOn the basis of such review and discussions, we havethe Compensation and Benefits Committee recommended to the Board that theCompensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Cullen/Frost’s Annual Report on Form10-K for the year ended December 31, 2019.2021.

Charles W. Matthews, Committee Chair

Chris M. Avery

Charles W. Matthews, Committee Chairman		Samuel G. Dawson
Chris M. Avery		Karen E. Jennings
Anthony R. Chase		Ida Clement Steen

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 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 3735 years. Finally, we structure our executive compensation programs to align management and shareholder interests.

As we celebrate our 152nd154th 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 people’s lives better. From the very beginning, we have been a values drivenvalues-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.

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.

20192021 Say On Pay Vote

The 20192021 Annual Shareholders Meeting was held on April 24th.28. The shareholders showed their approval of the Company’s executive pay programs with over 97%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 20192021, the Committee continued to administer the same conservative reward programs and to demonstrate the same consistent pay philosophies that have been in place historically.

Named Executive Officers

This Compensation Discussion and Analysis is included to provide the material information necessary for our shareholders to understand the objectives and policies of Cullen/Frost’s compensation program for the CEO, the CFO, and the other three most highly compensated executive officers of Cullen/Frost (collectively, the “Named Executive Officers”) and to describe how these policies were implemented for 2019 performance. The following executives were our “Named Executive Officers” for 2019:

Design of the Total Compensation Program and Overview of Compensation Decisions Made in 20192021

Pay Philosophy/Pay Determination Process

In general, it is Cullen/Frost’s compensation philosophy to target aggregatetotal executive compensation for each of our executives to be in a competitive range of our peer group (as described below). Actual compensation realized by executives is primarily based on the Company’s performance. In addition to external competitiveness, the Committee evaluates the following factors when making compensation decisions for executive officers:

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 20.18.

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 tosize.

Four of Cullen/Frost. For 2019, Meridian provided market data collected from public filings for the following 25 peer companies.

For 2019, Meridian reviewed our compensationFrost’s previously reported peer group banks were removed from the list due to merger and recommended the following additions, which were approved by the Committee: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 within the median assets range:

In addition, the following peers

weighting of external market data relative to other factors to determine compensation levels of the Named Executive Officers. Instead, the Committee, in consultation with Meridian evaluates the market data, along with the other factors listed previously to determine the appropriate compensation levels of the Named Executive Officers on an individual basis.