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1: 10-K 10-K - Cullen/Frost Bankers, Inc. 2023 HTML 5.30M
2: EX-10.17 EX-10.17 - Form of Performance Stock Unit Award HTML 58K
Agreement 2023
3: EX-19.1 EX-19.1 - Cullen/Frost Bankers, Inc. Insider HTML 66K
Trading Policy
4: EX-21.1 EX-21.1 - Subsidiaries of Cullen/Frost Bankers, HTML 46K
Inc.
5: EX-23.1 EX-23.1 - Consent of Independent Registered Public HTML 45K
Accounting Firm
6: EX-24 Ex-24.1 - Power of Attorney HTML 51K
11: EX-97.1 EX-97.1 - Clawback Policy HTML 57K
7: EX-31.1 EX-31.1 - Chief Executive Officer Certification HTML 48K
8: EX-31.2 EX-31.2 - Chief Financial Officer Certification HTML 48K
9: EX-32.1 EX-32.1 - Chief Executive Officer Section 1350 HTML 45K
Certification
10: EX-32.2 EX-32.2 - Chief Financial Officer Section 1350 HTML 45K
Certification
17: R1 Document and Entity Information HTML 123K
18: R2 Consolidated Balance Sheets HTML 151K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 64K
20: R4 Consolidated Statements of Income HTML 168K
21: R5 Consolidated Statements of Comprehensive Income HTML 98K
22: R6 Consolidated Statement of Changes in Shareholders' HTML 103K
Equity
23: R7 Consolidated Statement of Changes in Shareholders' HTML 59K
Equity (Parenthetical)
24: R8 Consolidated Statements of Cash Flows HTML 154K
25: R9 Summary of Significant Accounting Policies HTML 97K
26: R10 Securities HTML 252K
27: R11 Loans HTML 911K
28: R12 Premises and Equipment HTML 74K
29: R13 Deposits HTML 71K
30: R14 Borrowed Funds HTML 56K
31: R15 Off-Balance-Sheet Arrangements, Commitments, HTML 66K
Guarantees and Contingencies
32: R16 Capital and Regulatory Matters HTML 123K
33: R17 Earnings Per Common Share HTML 69K
34: R18 Employee Benefit Plans HTML 243K
35: R19 Other Non-Interest Income and Expense HTML 61K
36: R20 Income Taxes HTML 97K
37: R21 Other Comprehensive Income (Loss) HTML 124K
38: R22 Derivative Financial Instruments HTML 144K
39: R23 Balance Sheet Offsetting HTML 203K
40: R24 Fair Value Measurements HTML 161K
41: R25 Operating Segments HTML 132K
42: R26 Condensed Financial Statements of Parent Company HTML 121K
43: R27 Accounting Standards Updates HTML 67K
44: R28 Summary of Significant Accounting Policies HTML 250K
(Policies)
45: R29 Receivables, Loans, Notes Receivable, and Others HTML 101K
(Policies)
46: R30 Fair Value Measures and Disclosures (Policies) HTML 49K
47: R31 Regulated Operations (Policies) HTML 46K
48: R32 Earnings Per Share (Policies) HTML 49K
49: R33 Compensation Related Costs, Postemployment HTML 58K
Benefits (Policies)
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51: R35 Summary of Significant Accounting Policies HTML 58K
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53: R37 Loans (Tables) HTML 900K
54: R38 Premises and Equipment (Tables) HTML 75K
55: R39 Deposits (Tables) HTML 77K
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Guarantees and Contingencies (Tables)
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62: R46 Other Comprehensive Income (Loss) (Tables) HTML 126K
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64: R48 Balance Sheet Offsetting Balance Sheet Offsetting HTML 206K
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66: R50 Operating Segments (Tables) HTML 125K
67: R51 Condensed Financial Statements of Parent Company HTML 125K
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68: R52 Summary of Significant Accounting Policies HTML 84K
(Narrative) (Detail)
69: R53 Summary of Significant Accounting Policies HTML 60K
(Additional Cash Flow Information) (Detail)
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71: R55 Securities (Year End Securities Held to Maturity) HTML 93K
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Poor's Bond Rating) (Details)
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Losses Segregated by Length of Impairment)
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Discount Accretion Included in Income on
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86: R70 Loans (Age Analysis of Past Due Loans, Segregated HTML 114K
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Commercial Loans by Class) (Detail)
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Segregated By Class and Year of Origination)
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91: R75 Loans (Revolving Loans Converted to Term) HTML 61K
(Details)
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Calculated in Accordance With CECL Methodology)
(Details)
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Portfolio Segment) (Detail)
94: R78 Loans (Gross Charge-Offs By Year of Origination) HTML 155K
(Details)
95: R79 Loans (Investment in Loans Related to Allowance HTML 86K
for Loan Loss by Portfolio Segment Disaggregated
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(Detail)
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Components of Lease Expense) (Details)
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Payments Due Under non-Cancelable Operating Leases
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100: R84 Deposits (Schedule of Deposits) (Detail) HTML 57K
101: R85 Deposits (Additional Information About HTML 60K
Corporation's Deposits) (Detail)
102: R86 Deposits (Scheduled Maturities of Time Deposits) HTML 52K
(Detail)
103: R87 Deposits (Scheduled Maturities of Time Deposits HTML 55K
Not Covered By Deposit Insurance) (Detail)
104: R88 Borrowed Funds (Narrative) (Detail) HTML 107K
105: R89 Off-Balance Sheet Arrangements Commitments HTML 54K
Guarantees and Contingencies (Narrative) (Detail)
106: R90 Off-Balance-Sheet Arrangements, Commitments, HTML 52K
Guarantees and Contingencies (Financial
Instruments With Off-Balance-Sheet Risk) (Detail)
107: R91 Off-Balance-Sheet Arrangements, Commitments, HTML 49K
Guarantees and Contingencies - Credit Losses on
Off-Balance-Sheet Commitments (Details)
108: R92 Capital and Regulatory Matters (Narrative) HTML 158K
(Detail)
109: R93 Regulatory Matters (Actual and Required Capital HTML 110K
Ratios) (Detail)
110: R94 Earnings Per Common Share (Basic and Diluted HTML 82K
Earnings Per Common Share) (Detail)
111: R95 Employee Benefit Plans (Narrative) (Detail) HTML 106K
112: R96 Employee Benefit Plans (Combined Activity in HTML 72K
Corporations Defined Benefit Pension Plans)
(Detail)
113: R97 Employee Benefit Plans (Disaggregated Information HTML 62K
Related to Corporations Defined Benefit Pension
Plans) (Detail)
114: R98 Employee Benefit Plans (Net Periodic Benefit Cost HTML 56K
(Benefit)) (Detail)
115: R99 Employee Benefit Plans (Defined Benefit Pension HTML 52K
Plans Recognized as Component of Other
Comprehensive Income) (Detail)
116: R100 Employee Benefit Plans (Defined Benefit Pension HTML 52K
Plans not Recognized as Component of Combined Net
Period Benefit Cost) (Detail)
117: R101 Employee Benefit Plans (Weighted-Average HTML 51K
Assumptions Used to Determine Benefit Obligations)
(Detail)
118: R102 Employee Benefit Plans (Fair Value of Plan Assets) HTML 67K
(Detail)
119: R103 Employee Benefit Plans (Expected Future Benefit HTML 58K
Payments Related to Defined Benefit Plans)
(Detail)
120: R104 Employee Benefit Plans (Summary of Activity in HTML 103K
Corporation's Active Stock Plans) (Detail)
121: R105 Employee Benefit Plans (Options Outstanding and HTML 81K
Exercisable) (Detail)
122: R106 Employee Benefit Plans (Shares Issued in HTML 58K
Connection with Stock Compensation Awards)
(Detail)
123: R107 Employee Benefit Plans (Stock-Based Compensation HTML 57K
Expense) (Detail)
124: R108 Employee Benefit Plans (Unrecognized Stock-Based HTML 55K
Compensation Expense) (Detail)
125: R109 Other Non-Interest Income and Expense (Narrative) HTML 48K
(Detail)
126: R110 Other Non-Interest Income and Expense (Other HTML 56K
Non-Interest Income and Expense) (Detail)
127: R111 Income Taxes (Narrative) (Detail) HTML 50K
128: R112 Income Taxes (Income Tax Expense) (Detail) HTML 56K
129: R113 Income Taxes (Income Tax Computed by Applying U.S. HTML 69K
Federal Statutory Income Tax Rate) (Detail)
130: R114 Income Taxes (Schedule of Deferred Tax Assets and HTML 80K
Liabilities) (Detail)
131: R115 Other Comprehensive Income (Loss) (Component of HTML 117K
Other Comprehensive Income (Loss)) (Detail)
132: R116 Other Comprehensive Income (Schedule of HTML 72K
Accumulated Other Comprehensive Income, Net of
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134: R118 Derivative Financial Instruments (Schedule of HTML 72K
Notional Amounts and Estimated Fair Values of
Interest Rate Derivative Contracts Outstanding)
(Detail)
135: R119 Derivative Financial Instruments (Schedule of HTML 55K
Weighted-Average Rates Paid and Received for
Interest Rate Swaps Outstanding) (Detail)
136: R120 Derivative Financial Instruments (Schedule of HTML 64K
Notional Amounts and Estimated Fair Values of
Commodity Derivative Positions) (Detail)
137: R121 Derivative Financial Instruments Derivative HTML 76K
Financial Instruments (Schedule of Notional Amount
and Fair Value of Open Foreign Currency Forward
Contract) (Details)
138: R122 Derivative Financial Instruments (Schedule of HTML 52K
Amounts Related to Interest Rate Derivatives
Designated as Hedges of Fair Value) (Detail)
139: R123 Derivative Financial Instruments (Schedule of HTML 57K
Amounts Related to Non-Hedging Interest Rate and
Commodity Derivatives) (Detail)
140: R124 Balance Sheet Offsetting - Financial Instruments HTML 109K
Eligible for Offset Consolidated Balance Sheet
(Detail)
141: R125 Balance Sheet Offsetting - Financial Instruments HTML 125K
Derivative Assets Liabilities and Resell
Agreements Net of Amount Not Offset (Details)
142: R126 Balance Sheet Offsetting Balance Sheet Offsetting HTML 67K
- Remaining Contractual Maturity of the Securities
Sold Under Agreement to Repurchase (Details)
143: R127 Fair Value Measurements (Narrative) (Detail) HTML 46K
144: R128 Fair Value Measurements (Financial Assets and HTML 107K
Financial Liabilities Measured at Fair Value on
Recurring Basis) (Detail)
145: R129 Fair Value Measurements (Impaired Loans Remeasured HTML 58K
and Reported at Fair Value of Underlying
Collateral) (Detail)
146: R130 Fair Value Measurements (Estimated Fair Values of HTML 89K
Financial Instruments) (Detail)
147: R131 Operating Segments Operating Segments - Additional HTML 51K
Information (Details)
148: R132 Operating Segments (Summary of Operating Results HTML 110K
by Segment) (Detail)
149: R133 Condensed Financial Statements of Parent Company HTML 96K
(Schedule of Condensed Balance Sheets) (Detail)
150: R134 Condensed Financial Statements of Parent Company HTML 102K
(Schedule of Condensed Statements of Income)
(Detail)
151: R135 Condensed Financial Statements of Parent Company HTML 107K
(Schedule of Condensed Statements of Cash Flows)
(Detail)
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The Board of Directors (the “Board”) of Cullen/Frost Bankers, Inc. (the “Company”) has oversight of the Company’s executive compensation
and financial reporting. To that end, this Clawback Policy (the “Policy”) is designed to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange Listed Company Manual regarding the recoupment of certain incentive compensation in the event of a Restatement (as defined herein). This Policy will be administered by the Compensation and Benefits Committee of the Board (the “Committee”), whose determinations, including determinations regarding how any recovery under this Policy is effected, will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy. Certain terms used in this Policy are defined under the section entitled “Definitions” herein.
2.Recoupment
The
Company shall recover reasonably promptly the amount of erroneously awarded Incentive Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).
This Policy applies to all Incentive Compensation Received by a person:
•after
beginning service as an Executive Officer,
•who served as an Executive Officer at any time during the performance period for that Incentive Compensation,
•while the Company has a class of securities listed on the New York Stock Exchange, and
•during the Relevant Recovery Period.
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive Compensation Received on or after October 2, 2023. The Company
shall recover erroneously awarded Incentive Compensation in compliance with this Policy except to the extent provided under the section entitled “Exceptions” herein. For clarity, the Company’s obligation to recover erroneously awarded Incentive Compensation under this Policy is not dependent on if or when a Restatement is filed.
The Committee will have discretion in determining how to accomplish recovery of erroneously awarded Incentive Compensation under this Policy, which may include, without limitation, (i) reimbursement of all or a portion of any cash or equity-based award, (ii) cancellation of prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (iii) cancellation or offsetting against any planned future cash or equity-based awards, (iv) forfeiture of deferred compensation, subject to compliance with Section
409A of the Internal Revenue Code and the regulations promulgated thereunder, and (v) any other method authorized by applicable law or contract.
Recoverable Amount. The amount of Incentive Compensation subject to recovery under this Policy is the amount of Incentive Compensation that was Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based upon the restated amounts, computed without regard to any taxes paid.
a)Incentive Compensation Based on Share Price or Shareholder Return. For Incentive Compensation based on the Company’s share price or total shareholder
return, where the amount of erroneously awarded
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Incentive Compensation is not subject to mathematical recalculation directly from the information in the Restatement:
•the recoverable amount will be based on a reasonable estimate of the effect of the Restatement on the share price or total shareholder return upon which the Incentive Compensation was Received, and
•the Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to the New York Stock Exchange.
3.Definitions
Unless
the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means the Company’s principal executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division, or function, any other officer who performs a policy-making function or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s
subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
“Financial Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s
financial statements, and any measures that are derived wholly or in part from such measures, (ii) share price and (iii) total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of
the Incentive Compensation occurs after the end of that period.
“Relevant Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date and any transition period resulting from a change in the Company’s fiscal year within or immediately following the three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
“Restatement Date”
means the date that is the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
4.Exceptions
The Company must recover erroneously awarded Incentive Compensation pursuant to this Policy, except to the
extent that the following conditions of (a) or (b) are met, and the Committee, or in the absence of the entire Committee, a majority of the independent directors serving on the Board, has made a determination that recovery would be impracticable.
a)The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded Incentive Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded Incentive Compensation,
2
document
such reasonable attempts to recover, and provide that documentation to the New York Stock Exchange.
b)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.Prohibition Against Indemnification
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive
Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy. Executive Officers shall not seek indemnification or contribution from the Company for any amounts reimbursed or clawed back.
6.Disclosure
The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission filings.
7.Resources
The Committee
shall have the resources, funding and authority appropriate to discharge its duties and responsibilities under this Policy, including the authority to select, retain, and approve the fees of any third-party consultant, legal counsel, or other adviser.
8.Amendment; Termination
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
9.Effectiveness; Other Recoupment Rights
This Policy shall be adopted as of December 1, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the
Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
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Dates Referenced Herein and Documents Incorporated by Reference
