Chris M. Avery
CULLEN/FROST BANKERSAbout Chris M. Avery
Dr. Chris M. Avery, age 70, has served as an independent director of Cullen/Frost (CFR) since 2015. He is Chairman and former CEO/President of James Avery Craftsman, Inc., and a licensed physician and board‑certified anesthesiologist; he holds a bachelor’s in biology (Stephen F. Austin State University) and an M.D. from the University of Texas Medical School at San Antonio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sid Peterson Memorial Hospital | Chief of Anesthesia | Through 1991 | Clinical leadership; transitioned to family business thereafter |
| James Avery Craftsman, Inc. | President & COO | 1991 onward | Led operational transition and growth |
| James Avery Craftsman, Inc. | CEO & Chairman | CEO/Chairman since May 2007 | Built national brand with company‑owned retail footprint |
| Fredericksburg Hospital Authority | President, Board of Directors | Not disclosed | Community health governance |
| Hill Country Memorial Hospital | Director | Not disclosed | Hospital board service |
| Sid Peterson Hospital | Director | Not disclosed | Hospital board service |
External Roles
| Organization | Role | Tenure/Service |
|---|---|---|
| James Avery Craftsman, Inc. | Chairman; Director since 1989 | Chairman since May 2007; director since 1989 |
| Hill Country Memorial Hospital | Director | Not disclosed |
| Sid Peterson Hospital | Director | Not disclosed |
| Fredericksburg Hospital Authority | Board President | Not disclosed |
Board Governance
- Committee assignments: Compensation & Benefits; Corporate Governance & Nominating; Technology (Chair) .
- Committee meetings held in 2024: Audit (5), Compensation & Benefits (4), Corporate Governance & Nominating (2), Risk (4), Technology (4); Avery’s committees include Comp & Benefits, Corp Gov & Nominating, and Technology (Chair) .
- Independence: Listed as independent director nominee (age 70; Director since 2015) .
- Board meetings and attendance: The Board met 5 times in 2024; all directors attended 100% of Board/committee meetings except two who each exceeded 80%; Annual Meeting attendance— all but one director attended (individual attendance rates for Avery not separately disclosed) .
- Executive sessions: Non‑management directors meet in executive session at each regularly scheduled Board meeting; Lead Director (Charles W. Matthews) presides .
- Board/committee evaluations: Led by the Lead Director; 2024 process included individual director interviews and feedback reviewed in executive sessions .
- Lead Independent Director scope: Oversees governance processes, presides at executive sessions, reviews agendas/materials, leads CEO evaluation .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 100,833 | Aggregate cash retainers for CFR and Frost Bank boards, including committee service |
| Stock Awards (2024) | 84,943 | Grant date fair value of deferred stock units (DSUs) |
| Total (2024) | 185,776 | Sum of cash and equity |
| Annual DSU Grant (2024) | 727 units | Granted April 24, 2024; closing price $116.84 per share on grant date |
| Program changes (2024) | n/a | Cash retainer increased $70k→$75k; annual equity grant $80k→$85k; Audit Member retainer $14k→$15k; Lead Director retainer $25k→$40k |
| DSU terms | n/a | Fully vested upon grant; dividend equivalents; settles in one share upon Board retirement |
Performance Compensation
| Item | Status/Detail |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non‑employee director pay consists of cash retainers and fully‑vested DSUs; no options or performance‑conditioned awards noted |
The Compensation & Benefits Committee uses Meridian as its independent compensation consultant; independence reviewed in Jan 2024 and 2025; consultant attended all regular meetings but one . Committee interlocks: none; no member was an officer/employee; no reciprocal compensation committee interlocks with CFR executives at other issuers .
Other Directorships & Interlocks
| Entity | Interlock/Relationship | Detail |
|---|---|---|
| James Avery Craftsman, Inc. | Avery (Chairman) | CFR director Avery chairs a private company with multiple ties to CFR directors |
| James Avery Craftsman, Inc. | John T. Engates (Director) | CFR director nominee Engates serves as director at James Avery Craftsman Jewelry |
| James Avery Craftsman, Inc. | Jack Willome (Director) | CFR director Willome is currently a director at James Avery Craftsman |
| Related‑party transaction | Payments to James Avery Craftsman, Inc. | Frost Bank paid $193,798 in 2024 for employee service pins; Avery and family own 44% of James Avery Craftsman, Inc. |
Expertise & Qualifications
- Extensive business operations and management experience; grew James Avery Craftsman into a national brand with owned retail .
- Technology oversight experience as Chair of the Technology Committee, covering IT and cybersecurity .
- Medical background (board‑certified anesthesiologist) and healthcare governance experience (hospital boards; Fredericksburg Hospital Authority President) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 40,000 | As of March 4, 2025 |
| Ownership % of outstanding | ~0.06% | Calculated from 40,000 / 64,282,541 shares outstanding |
| Composition details | Trust/LP holdings | 10,000 shares in trust (trustee Avery; spouse beneficiary); 13,000 via LP interests (Avery sole GP); 17,000 in trust (Avery sole trustee) |
| Deferred Stock Units outstanding | 5,823 | DSUs previously awarded and outstanding as of Dec 31, 2024 |
| Pledging/hedging | Prohibited | Insider Trading Policy prohibits directors from hedging or pledging Company securities |
| Ownership guidelines | Robust guidelines noted | Company discloses robust stock ownership guidelines for directors and executives (specific multiples not disclosed) |
Governance Assessment
- Strengths
- Independent director with deep operating experience; committee load spans Compensation, Corporate Governance, and Technology Chair—positions central to pay oversight, board refreshment, ESG governance, and cybersecurity .
- Board process discipline: executive sessions every regular meeting; Lead Director oversight of evaluations and agendas; strong committee chartering .
- Ownership alignment: 40,000 common shares beneficially owned and 5,823 DSUs outstanding; anti‑hedging/pledging policy mitigates misalignment risks .
- Compensation governance: use of independent consultant (Meridian) with formal independence review; no compensation committee interlocks .
- Watch‑items / RED FLAGS
- Related‑party transaction: Frost Bank paid $193,798 to James Avery Craftsman, Inc., where Avery is 44% owner—arm’s‑length terms disclosed, but ongoing purchases from director‑affiliated company warrant monitoring for scale, frequency, and approval controls .
- Interlocks concentration: Multiple CFR directors have roles at James Avery Craftsman (Engates; Willome), elevating network interlock density around a director‑affiliated entity; monitor for influence on vendor selection or governance impartiality .
- Attendance signal
- Board met 5 times; overall director attendance was strong (100% for most; two at >80%); individual attendance detail for Avery not separately disclosed—no red flag indicated .
Overall, Avery’s committee influence and Technology Chair role suggest meaningful involvement in cybersecurity and IT governance, with solid ownership alignment. The disclosed related‑party spending and multi‑director interlocks with James Avery Craftsman merit continued scrutiny, although disclosures state ordinary‑course, arm’s‑length terms and a board‑level related‑party policy and review process are in place .