Charles W. Matthews
CULLEN/FROST BANKERSAbout Charles W. Matthews
Charles W. Matthews, age 80, is an independent director of Cullen/Frost Bankers, Inc. (CFR) serving since 2010 and currently the Lead Independent Director. He is the former Vice President and General Counsel of Exxon Mobil Corporation, with deep expertise in corporate governance, regulatory compliance, and complex legal matters; education includes a B.A. in government from The University of Texas at Austin and a J.D. from the University of Houston . CFR’s Board discloses that all nominees except the CEO are independent under NYSE rules , and CFR holds executive sessions of independent directors at each regularly scheduled meeting, presided over by the Lead Director (Matthews) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Mobil Corporation | Vice President, General Counsel | Not disclosed | Led global law department (460+ lawyers, 40 countries); coordinated legal/regulatory efforts for Exxon–Mobil merger |
| Humble Oil (Exxon predecessor) | Attorney (joined upon graduating law school) | Not disclosed | Progressed through law department culminating in GC role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Houston Law Foundation | Advisory Board; Past Chairman | Not disclosed | Governance and legal education involvement |
| University of Texas Ex-Students Association | Past Chairman and Past President | Not disclosed | Alumni leadership; Texas Exes Scholarship Foundation past member |
| University of Texas Foundation | Board Member | Not disclosed | Higher education governance |
| Texas Cultural Trust | Past Chairman; Board Member | Not disclosed | Cultural nonprofit governance |
| Trinity Industries Inc. | Director (within last five years) | Not disclosed | Prior public company board service |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (Board determined all nominees except CEO independent under NYSE rules) |
| Lead Independent Director | Matthews serves as Lead Director; presides over executive sessions of independent directors |
| Attendance | Board met 5 times in 2024; most directors attended 100% of Board and committee meetings, with two directors >80% |
| Executive Sessions | Held at each regularly scheduled Board meeting; Lead Director (Matthews) presides |
| Committee Independence | Audit, Compensation & Benefits, Corporate Governance & Nominating: all members independent under NYSE/SEC rules |
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation & Benefits | Chair | 4 | CEO goals, CEO pay setting; oversight of compensation programs and human capital |
| Corporate Governance & Nominating | Chair | 2 | Governance guidelines; Board evaluations; director nominations; related-party review; CEO succession; ESG oversight |
| Audit | Member | 5 | Financial reporting integrity; auditor oversight; compliance with legal/regulatory requirements |
| Risk | Member | 4 | Enterprise risk management; oversight of credit, operational, liquidity, compliance/regulatory, reputation risks |
| Technology | Member | 4 | Information technology and cybersecurity oversight |
| Executive | Member | N/A | Acts for Board between meetings within delegated authority |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 183,000 | Paid for service on Cullen/Frost and Frost Bank Boards |
| Annual Cash Retainer (Schedule) | 75,000 | Increased from 70,000 in 2024 review |
| Lead Director Retainer (Schedule) | 40,000 | Increased from 25,000 |
| Committee Chair Fees (Schedule) | Comp & Benefits: 20,000; Corp Gov & Nominating: 20,000; Audit: 30,000 | Per role; Matthews chairs Compensation and Corporate Governance |
| Committee Member Fees (Schedule) | Audit: 15,000; Risk: 10,000; Technology: 5,000 | Matthews is a member of Audit, Risk, Technology |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value ($) | Vesting/Settlement | Dividend Treatment |
|---|---|---|---|---|---|
| Deferred Stock Units (annual director grant) | 2024-04-24 | 727 | 84,943 | Fully vested upon grant; settled in common shares upon retirement from Board | Entitled to receive equivalent dividend payments when declared |
| Equity Holding (as of 12/31/2024) | Quantity |
|---|---|
| Deferred Stock Units Outstanding | 8,403 |
Notes:
- Directors receive annual DSUs (no performance metrics for director equity), fully vested, settle in stock upon retirement; dividend equivalents accrue per policy .
- Company-level executive PSU metrics are tied to ROA relative to peer percentile (25th/50th/75th → 50%/100%/150% of target), but these apply to Named Executive Officers, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Not disclosed beyond CFR |
| Prior public boards | Trinity Industries Inc. (within last five years) |
| Committee interlocks | None: CFR discloses no compensation committee interlocks or insider participation among executive officers and committee members |
Expertise & Qualifications
- Corporate governance and regulatory compliance; extensive legal leadership experience (former VP & GC at Exxon Mobil) .
- Energy industry domain familiarity; experience leading large global legal teams .
- Serves as Lead Independent Director, indicating peer confidence and governance leadership .
- Age: 80; Director since 2010; Independent .
Equity Ownership
| Ownership Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 3,000 | As of March 4, 2025 |
| DSUs outstanding | 8,403 | As of December 31, 2024 |
Additional governance policies related to alignment and risk:
- Stock ownership guidelines: Non-management directors targeted at 5x annual cash retainer; DSUs count toward guideline; unearned PSUs do not .
- Insider Trading Policy prohibits hedging, short-selling, derivative transactions, and pledging or margining of company stock by directors and executive officers .
Governance Assessment
- Committee leadership concentration: Matthews chairs two core committees (Compensation & Benefits; Corporate Governance & Nominating) and is Lead Independent Director, centralizing governance and pay oversight—a strong engagement signal but warrants monitoring for workload and independence of deliberations .
- Independence and conflicts: CFR explicitly determined director independence; related-party transactions disclosed for other directors (Edwards, Dawson, Avery, Rutherford) but none for Matthews in 2024 disclosures—reducing perceived conflict risk .
- Attendance and engagement: Board met 5 times in 2024; most directors had 100% attendance; independent executive sessions at each meeting with Matthews presiding—supports oversight quality and independent deliberation .
- Director pay mix and alignment: For 2024, Matthews received $183,000 cash and $84,943 in DSUs; DSUs settle only upon retirement and carry dividend equivalents—aligning interests with long-term shareholder value .
- Risk controls: Anti-hedging/pledging policy applies to directors; formal governance/ethics policies and committee charters; robust Board evaluation and refresh processes .
- RED FLAGS: None disclosed specific to Matthews (no related-party transactions, no hedging/pledging permitted); continue to monitor cumulative leadership roles and any future related-party disclosures .
Overall signal: Matthews’ role as Lead Independent Director and dual committee chair underscores high governance engagement; compensation structure using DSUs and strict insider policy enhances alignment; no disclosed conflicts for Matthews in 2024 proxy materials .