Crawford H. Edwards
CULLEN/FROST BANKERSAbout Crawford H. Edwards
Crawford H. Edwards is an independent director of Cullen/Frost Bankers, Inc. (CFR) and President of Cassco Development Co., Inc. He is 66 and has served on the CFR board since 2005, with a background in commercial real estate and ranch management following early-career experience as a petroleum landman; he holds a bachelor of general studies from Texas Christian University and completed the TCU Ranch Management program . Edwards is nominated again for a one-year term expiring in 2026 and is designated independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cassco Development Co., Inc. | President | Since 2005 | Oversees investing/managing commercial real estate |
| Petroleum Landman (Midland, TX) | Landman | Not disclosed | Energy land management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas and Southwestern Cattle Raisers Association | Director | Not disclosed | Agriculture/ranching governance |
| Southwestern Exposition Livestock Show | Director | Not disclosed | Livestock industry governance |
| National Finance Credit Corporation | Director | Not disclosed | Financial services governance exposure |
| All Saints Episcopal School | Past Board Member | Not disclosed | Community/education |
| Big Brothers Big Sisters | Past Board Member | Not disclosed | Non-profit involvement |
| North Texas Community Foundation | Past Board Member | Not disclosed | Philanthropy |
| Visit Fort Worth | Past Board Member | Not disclosed | Civic/tourism |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all nominees except CEO Phillip D. Green are independent (Edwards is independent) |
| Committees | Risk Committee Chair; Technology Committee Member |
| Committee meetings (2024) | Risk: 4; Technology: 4; Audit: 5; Compensation & Benefits: 4; Corporate Governance & Nominating: 2 |
| Board meetings (2024) | 5 total; all directors attended 100% except two who attended >80% (individuals not identified) |
| Executive sessions | Non-management directors meet in executive session at each regularly scheduled Board meeting; Lead Director presides |
| Lead Independent Director | Charles W. Matthews (also chairs key committees) |
| 2025 director election (support) | Edwards: 52,996,968 For; 233,369 Against; 79,641 Abstain; strong support signal at April 30, 2025 meeting |
| Say-on-Pay (context) | 2024 support >97% ; 2025 votes: 50,909,698 For; 1,782,930 Against; 617,350 Abstain |
2025 Annual Meeting – Edwards Voting Detail
| Metric | Value |
|---|---|
| Votes For | 52,996,968 |
| Votes Against | 233,369 |
| Abstentions | 79,641 |
| Broker Non-Votes | 5,625,035 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 98,333 | Covers service on CFR and Frost Bank boards |
| Equity – DSU Grant Date Fair Value | 84,943 | 727 DSUs granted on Apr 24, 2024; CFR closing price $116.84 |
| Total | 183,276 | Cash + DSUs |
Director fee schedule (effective 2024):
- Annual Cash Retainer: $75,000; Risk Chair: $20,000; Technology Member: $5,000; DSU grant target value: $85,000 .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director Equity (DSUs) | Annual grant; fully vested at grant | None (no performance metrics for director pay) | Settled in shares upon Board retirement; dividend equivalents paid when dividends declared |
No options or PSU/RSU performance awards are used for non-employee directors; DSUs vest at grant and settle at retirement .
Other Directorships & Interlocks
| Type | Company/Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Property/Services RPT | Clearfork Retail Venture, LLC | Minority interest holder (1.56% direct; 1.56% indirect) | Frost Bank leased Clearfork branch; $276,690 paid in 2024; $564,960 future payments through end of term |
| Banking/Services relationships | Various | Ordinary-course customer/vendor relationships | Board policy requires ordinary-course, market terms; independence preserved under standards |
Expertise & Qualifications
- Extensive experience in business operations, management, real estate; deep local market knowledge .
- Education: Bachelor of General Studies (TCU); TCU Ranch Management program .
- Risk oversight experience as Risk Committee Chair; exposure to technology governance via Technology Committee .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (as of Mar 4, 2025) | 181,716 shares; includes 53,617 shares held by a trust where Edwards is trustee (shared voting/investment power among trustees) |
| DSUs Outstanding (Dec 31, 2024) | 10,109 units |
| Shares Outstanding (Record Date) | 64,282,541 |
| Ownership % of Shares Outstanding | <1% disclosed; implied ≈0.28% based on shares outstanding above (calculated) |
Policies reinforcing alignment and risk control:
- Stock Ownership Guidelines: Non-management directors targeted at five times annual cash retainer; DSUs count toward ownership; PSUs unearned do not .
- Anti-Hedging/Anti-Pledging: Prohibits hedging, short-selling, derivatives, and pledging by directors and executive officers .
- Section 16(a) Compliance: Company believes all required reports filed timely in 2024 .
Governance Assessment
- Board Effectiveness: As Risk Committee Chair, Edwards plays a central role in enterprise risk oversight (credit, liquidity, operational, compliance/regulatory, reputation) and long-term strategy; four Risk Committee meetings in 2024 indicate active cadence . Technology membership adds oversight of cybersecurity and IT risks . Independence affirmed by the Board .
- Engagement & Investor Confidence: Strong 2025 election support (52,997k For vs. 233k Against) signals high shareholder confidence; Board-wide attendance robust with only two directors below 100% (not identified) .
- Compensation & Alignment: Director pay mix balanced—cash $98,333 and equity $84,943—with DSUs settling at retirement and dividend equivalents, supporting long-duration alignment without performance gaming . Ownership significant in absolute shares (181,716) plus 10,109 DSUs, with strict anti-hedging/pledging policy .
- Potential Conflicts: Related-party lease to Clearfork Retail Venture, LLC (where Edwards holds small interests) totaled $276,690 in 2024; future payments $564,960. Transaction disclosed and subject to related-party policy review, with independence standards emphasizing market terms and committee oversight—still a monitorable exposure given recurring nature and directorship .
- Shareholder Signals: Say-on-pay support remained strong (2024 >97%; 2025 raw votes indicate continued high support), suggesting general confidence in compensation governance, though director-specific feedback is best read from individual election tallies (Edwards’ near-unanimous support) .
RED FLAGS to monitor
- Recurring related-party payments tied to Clearfork lease (ensure continued market terms and full committee oversight) .
- Attendance: While Board reports two directors below full attendance, names are not disclosed; continue to monitor individual director attendance in future proxies .