Anthony R. Chase
CULLEN/FROST BANKERSAbout Anthony R. Chase
Anthony (“Tony”) R. Chase, age 70, has served as an independent director of Cullen/Frost Bankers, Inc. (CFR) since 2020. He is Chairman and CEO of ChaseSource, LP, with a background in entrepreneurship (radio, wireless, call centers), and prior public service as Deputy Chairman of the Federal Reserve Bank of Dallas. Current public company directorships include LyondellBasell Industries N.V., Nabors Industries Ltd., and National Energy Services Reunited Corp.; prior boards include Par Pacific Holdings, Inc. (through 2024) and Heritage Crystal Clean, Inc. (through 2022). He is Professor of Law Emeritus at the University of Houston Law Center and serves on several Houston-area nonprofit boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChaseSource LP | Chairman & CEO | — | Staffing, facilities management, real estate operations |
| Chase Radio Partners | Founder; sold to Clear Channel | 1992–1998 | Built 7 radio stations; successful sale |
| Cricket Wireless (with Qualcomm) | Co-founder/operator of first markets | Began 1993 | Launched first Cricket markets in Chattanooga and Nashville |
| ChaseCom | Founder; sold to AT&T | —; sold 2007 | Built/operated U.S. & India call centers; strategic sale |
| Federal Reserve Bank of Dallas | Deputy Chairman | — | Banking/regulatory oversight experience |
| Greater Houston Partnership | Chairman | — | Regional economic development leadership |
| University of Houston Law Center | Professor of Law Emeritus | — | Legal and governance expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| LyondellBasell Industries N.V. | Director | Current | Chemicals/plastics; global industrial exposure |
| Nabors Industries Ltd. | Director | Current | Oilfield services; energy sector oversight |
| National Energy Services Reunited Corp. | Director | Current | Oilfield services (MENA focus) |
| Par Pacific Holdings, Inc. | Director | Past | Served until 2024 |
| Heritage Crystal Clean, Inc. | Director | Past | Served until 2022 |
| Houston Endowment; Texas Medical Center; MD Anderson Board of Visitors; Greater Houston Community Foundation | Nonprofit board member | Current | Community impact and philanthropy leadership |
Board Governance
- Independence: Board determined Mr. Chase is independent under NYSE rules; all committee members for Audit, Compensation & Benefits, and Corporate Governance & Nominating are independent .
- Attendance: The Board met 5 times in 2024; all directors attended 100% of Board and Committee meetings except two directors who each attended >80%; all directors except one attended the 2024 annual meeting. Individual director attendance rates are not itemized .
- Board independence: CFR’s Board increased to 92% independent directors, with continuing refreshment and annual self-evaluation processes .
| Committee | Role | 2024 Meetings | Committee Focus |
|---|---|---|---|
| Compensation & Benefits | Member | 4 | CEO pay goals and evaluation; company-wide compensation and HCM oversight |
| Corporate Governance & Nominating | Member | 2 | Governance guidelines; Board evaluation; director nominations; related-party reviews; CEO succession; ESG oversight |
| Risk | Member | 4 | ERM oversight across credit, operational, compliance/regulatory, liquidity, reputation; long-term strategy |
- Risk Oversight Structure: Board-level risk oversight distributed across Risk, Audit, Compensation & Benefits, Corporate Governance & Nominating, and Technology committees, with joint CFR/Frost Bank sessions and regular management reporting .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $102,167 | Includes CFR and Frost Bank Board fees |
| Annual Cash Retainer ($) | $75,000 | Standard non-employee director retainer |
| Committee Member Retainers ($) | Comp & Benefits: $10,000; CG&N: $7,500; Risk: $10,000 | Member (not Chair) |
| Lead Director Retainer ($) | $40,000 | Not applicable to Mr. Chase |
Performance Compensation
| Equity Component | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | 04/24/2024 | 727 | $84,943 | Fully vested at grant; settle in stock at Board retirement | Closing price $116.84 on grant date; annual target equity value $85,000 |
| DSUs Outstanding | As of 12/31/2024 | 3,640 | — | — | Dividend equivalents paid when declared on common stock |
- No stock options or performance-conditioned director equity; director equity is DSUs, fully vested, settled at retirement from the Board .
- Director equity program increases adopted in 2024: annual equity grant raised from $80,000 to $85,000; cash retainer from $70,000 to $75,000 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | CFR discloses that in 2024 none of the Compensation & Benefits Committee members (including Mr. Chase) were current/former CFR officers; no interlocking relationships involving CFR executive officers on other companies’ boards/comp committees . |
| Related-Party Transactions | 2024 disclosures list relationships for certain other directors; no related-party transaction disclosed involving Mr. Chase . |
Expertise & Qualifications
- CFR-disclosed qualifications: experience in corporate governance, banking, regulatory and real estate; community knowledge .
- Leadership and technical exposure via entrepreneurship (telecom/wireless/call centers), energy industry board service, and legal academia; member of Council on Foreign Relations .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial Ownership (Common Shares) | 03/04/2025 | 1 share; less than 1% of shares outstanding |
| Shares Outstanding (for % context) | 03/04/2025 | 64,282,541 |
| Deferred Stock Units Outstanding | 12/31/2024 | 3,640 |
| Insider Reporting Compliance | 2024 | All directors filed Section 16(a) reports timely |
| Ownership Guidelines (Directors) | Policy | 5× annual cash retainer; DSUs count toward compliance |
| Hedging/Pledging | Policy | Prohibited for directors and executive officers |
Note: CFR’s Stock Ownership Guidelines include DSUs when assessing director compliance; the proxy does not enumerate individual director compliance status. Insider policy prohibits hedging/pledging, mitigating alignment risks .
Governance Assessment
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Strengths:
- Multi-committee service (Compensation & Benefits; Corporate Governance & Nominating; Risk) aligns with governance effectiveness and risk oversight; committees are comprised entirely of independent directors .
- Board independence at 92% and robust evaluation and refresh processes support investor confidence .
- Anti-hedging/pledging policy and adoption of an Exchange Act and NYSE-compliant clawback policy for executives enhance governance controls .
- Company reported strong overall director attendance (with limited exceptions) and high say-on-pay support (97%), signaling board/shareholder alignment .
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Potential risk indicators / monitoring points:
- Very low reported direct share ownership (1 share) as of March 4, 2025; alignment relies on DSUs that settle upon retirement. While DSUs count toward ownership guidelines, investors may prefer higher direct common stock holdings for immediate “skin-in-the-game” optics .
- External board roles (LYB, NBR, NESR) in energy/industrial sectors do not indicate disclosed related-party transactions with CFR in 2024; continued monitoring advisable for any future banking or services relationships that could create perceived conflicts .
- No chair roles at CFR committees noted; engagement is via membership. Leadership influence should be assessed through committee outputs and Board evaluation feedback .
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Overall: Mr. Chase’s profile combines deep governance, regulatory, and entrepreneurial experience with multi-committee participation at CFR and broad external board exposure. Current disclosures indicate independence, no related-party conflicts at CFR, and alignment via DSUs under strict anti-hedging/pledging policies. The primary optic to watch is the low direct-share position versus DSU-based ownership, and any evolving interlocks with counterparties, suppliers, or clients of Frost Bank .