Cullen/Frost Bankers Inc

This management proposal asks shareholders to cast an advisory (non-binding) vote approving the Company’s disclosed executive compensation program, including the Compensation Discussion and Analysis, tables, and narrative. Management and the Compensation and Benefits Committee present this vote as a mechanism for shareholders to express their view on pay-for-performance alignment; the Board indicates it will consider the outcome when making future compensation decisions but the vote will not bind the Board. The proxy describes a compensation program that is heavily performance-based (approximately 83% of the CEO’s and 70% of other NEOs’ target compensation at risk in 2025) and includes a mix of annual cash incentives, restricted stock units (time-based), and performance stock units (PSUs) tied to return on assets relative to peers. The filing highlights recent company performance—net income available to common shareholders of approximately $642 million in 2025 and annual incentives paid at 122% of target—which management uses to justify outcomes and changes such as increases in target incentive levels and long-term award sizing. The Board emphasizes governance safeguards including oversight by an independent Compensation and Benefits Committee, use of an independent compensation consultant (Meridian), stock ownership guidelines, clawback policy, anti-hedging/anti-pledging rules, and double-trigger change-in-control vesting, arguing these features mitigate excessive risk-taking and align executives with shareholders. Prior shareholder support (over 96% in 2025) is cited as context for continuing the compensation approach. Key tensions for an investor evaluating the proposal include: the high proportion of pay at risk and concentration of long-term awards in restricted stock units (75% RSUs, 25% PSUs), change-in-control protections and severance multiples that may be viewed as generous, and use of discretion in payouts and PSU certification. The Board’s recommendation to vote FOR is grounded in its view that the program is market‑competitive, conservative in risk profile, and demonstrably linked to company performance and retention objectives, but shareholders should weigh governance features, pay quantum, and recent payout outcomes against long-term shareholder return and dilution considerations.

This is a routine, omnibus item included to authorize the proxies named on the card to vote on any additional matters that may properly arise at the Annual Meeting but are not described in the proxy materials. It does not request shareholder adoption of a specific substantive action; rather, it preserves the Board’s and proxies’ ability to respond to unforeseen procedural matters or motions at the meeting (for example, procedural nominations, technical corrections, or ad hoc matters raised from the floor). From a governance perspective, the practical effect is limited—such matters are typically non-controversial or procedural—and the proxies will usually exercise discretion consistent with management and Board recommendations and applicable law. Investors focused on governance should note that the existence of this item does not substitute for proper prior disclosure of substantive proposals; truly material transactions are expected to be described in proxy materials in advance. The presence of the item means shareholders attending the meeting could raise new business, but any substantive action that was not properly noticed may be subject to procedural challenges under the bylaws or SEC rules. Overall, this proposal carries minimal informational content and is unlikely to be determinative for investors evaluating the Company’s governance or strategic choices.