Cynthia J. Comparin
CULLEN/FROST BANKERSAbout Cynthia J. Comparin
Cynthia J. Comparin is an independent director of Cullen/Frost Bankers, Inc. (CFR), age 66, serving since 2018, with deep technology and cybersecurity credentials as the founder and former CEO of Animato Technologies and senior roles at Alltel, Nortel, Recognition International, and EDS; she chairs CFR’s Audit Committee and sits on the Technology Committee, and is designated an “audit committee financial expert.” She holds a certificate in Systemic Cyber Risk Governance and brings board-level cybersecurity oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Animato Technologies Corp. | Founder and CEO | — | Led enterprise technology solutions for customers |
| Alltel (Enterprise Network Services) | Creator and President | — | Built consulting, integration, and operations services business |
| Nortel | VP & GM, Network Transformation Services | — | Led transformation services |
| Recognition International | General Manager, Latin America | — | Regional leadership for global technology company |
| EDS (acquired by HP) | Various U.S. and international management roles | 10 years | Large-scale tech operations and services management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Display Corporation | Independent Director | — | Chair, Audit/Cybersecurity; Member, Nominating & Governance; ESG Committee |
| Black Box Corporation | Former Director | — | Board oversight until sale in 2019 |
| NACD | Fellow | — | Director education and governance best practices |
| Latino Corporate Directors Association | Board Member | — | Diversity and governance network contribution |
Board Governance
- Independence: CFR’s Board is 92% independent; Comparin is independent under NYSE and SEC rules, and serves as an audit committee “financial expert” .
- Committee leadership and engagement:
- Audit Committee: Chair; 5 meetings in 2024 .
- Technology Committee: Member; 4 meetings in 2024 .
- Attendance: The Board met 5 times in 2024; all directors attended 100% of Board/Committee meetings except two directors who each attended >80%; all directors except one attended the 2024 Annual Meeting (no exceptions identified for Comparin) .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Audit oversight, auditor independence, internal audit performance |
| Technology | Member | 4 | Cybersecurity and information security oversight |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 108,333 | 84,943 | 193,276 |
| Component | Structure | Amount ($) |
|---|---|---|
| Annual cash retainer (directors) | Fixed cash retainer | 75,000 |
| Audit Chair retainer | Committee chair cash retainer | 30,000 |
| Technology Member retainer | Committee member cash retainer | 5,000 |
| Annual equity grant (DSUs) | Target value in DSUs | 85,000 |
| 2024 DSU grant | DSUs fully vested at grant (727 units @ $116.84 close) | Grant date fair value 84,943; 727 units granted 4/24/2024 |
| DSUs outstanding (12/31/2024) | Accumulated DSUs | 4,224 units |
Notes:
- Director equity is granted as fully-vested deferred stock units (DSUs); DSUs settle in common stock upon retirement and receive dividend equivalents when dividends are declared .
- Board compensation was reviewed in 2024; cash retainer increased from $70k to $75k and equity grant from $80k to $85k; Audit member and Lead Director retainers also increased .
Performance Compensation
| Metric | Definition | Applicability to Directors |
|---|---|---|
| Performance metrics on director equity | Performance conditions for vesting and payout | None; DSUs are fully vested at grant, with settlement at retirement and dividend equivalents |
| Annual meeting/committee fees | Pay tied to meetings | CFR uses retainer-based structure; no meeting fees disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict with CFR |
|---|---|---|---|
| Universal Display Corporation | Independent Director | Audit/Cybersecurity (Chair); Nominating & Governance; ESG | No CFR-related party transactions disclosed; industry unrelated to CFR’s banking operations |
| Black Box Corporation | Former Director | — | Former role; no current CFR transaction disclosures |
Expertise & Qualifications
- Audit/Finance: Audit chair; SEC “audit committee financial expert” designation .
- Cybersecurity/Technology: Technology committee member; Systemic Cyber Risk Governance certificate; background leading tech services, integration, and transformation businesses .
- Executive leadership: Founder/CEO experience and senior roles at Alltel, Nortel, Recognition International, and EDS .
- Governance credentials: NACD fellow; member of Latino Corporate Directors Association .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,000 shares | Sole voting/investment power unless otherwise indicated |
| Ownership as % of shares outstanding | ~0.0016% | 1,000 / 64,282,541 shares outstanding as of March 4, 2025 |
| DSUs outstanding | 4,224 units | Settled in common stock upon retirement; dividend equivalents accrue |
| Stock ownership guidelines (directors) | 5x annual cash retainer | Applies to directors; compliance status not specifically disclosed for directors |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging; margin accounts disallowed |
Governance Assessment
- Strengths: Audit Committee Chair and SEC-designated “financial expert” status indicate robust financial oversight; Technology Committee role plus Systemic Cyber Risk Governance credential strengthens cyber risk governance . CFR’s Board independence (92%) and structured evaluations further support governance quality .
- Alignment and incentives: Director pay is standard for peers, primarily retainer plus DSUs; DSUs vest at grant but settle upon retirement, promoting longer-term alignment; dividend equivalents mirror shareholder returns . Stock ownership guidelines require meaningful holdings (5x retainer) and policies ban hedging/pledging, reducing misalignment risk .
- Engagement and attendance: Board and committee attendance were generally strong in 2024 (Board: 5 meetings; committees active; no specific attendance exception identified for Comparin), which supports oversight continuity .
- Conflicts/related-party exposures: No related-party transactions involving Comparin are disclosed; existing disclosed transactions involve other directors and are on market terms and immaterial to independence determinations .
Overall signal: Comparin’s audit chairmanship, financial expert designation, and cybersecurity expertise provide positive signals for board effectiveness and investor confidence, with no disclosed conflicts or attendance issues and conservative director compensation structure tied to retainer and DSUs .