David J. Haemisegger
CULLEN/FROST BANKERSAbout David J. Haemisegger
Independent director of Cullen/Frost Bankers, Inc. since 2008; age 71. President of NorthPark Management Company (Dallas), with prior senior roles in real estate and banking; designated an SEC “audit committee financial expert.” Education: B.A. Princeton University; MBA Wharton School, University of Pennsylvania. Committee assignments: Audit and Risk.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raymond D. Nasher Company | President & COO | Until 1995 | Senior operating leadership in real estate enterprise |
| NorthPark National Bank | Director | Former | Audit, Loan, Executive Committees; banking oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NorthPark Management Company | President | 1995–present | Manages NorthPark Center (Dallas) |
| Nasher Foundation | President & Chair; Acquisition, Audit & Finance Committees | Current | Governance and financial oversight roles |
| Nasher Sculpture Center | President & Chair; Acquisition, Audit & Finance Committees | Current | Governance and financial oversight roles |
| Princeton University Art Museum | Advisory Council Member | Current | Arts governance |
| Duke University Art Museum | Board of Advisors Member | Current | Arts governance |
| Dallas Museum of Art | Board of Trustees Member | Current | Community engagement |
| Harvard Art Museums | Director’s Council Member | Current | Arts governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all nominees except CEO are NYSE “independent”; Haemisegger listed “Independent” |
| Committee memberships | Audit; Risk (not Chair) |
| Audit committee qualifications | Board determined each member “financially literate”; Haemisegger designated SEC “audit committee financial expert” |
| 2024 meeting cadence | Audit Committee met 5x; Risk Committee met 4x; Board met 5x |
| Attendance | Company disclosed: all directors attended 100% of Board/committee meetings except two who each attended >80% (individual names not disclosed) |
| Lead independent director & structure | Combined Chair/CEO; Lead Director has defined oversight (agenda review, executive sessions, CEO evaluation, succession) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 98,000 | Fees cover service on CFR and Frost Bank boards |
Director retainer schedule (effective 2024): Annual cash retainer $75,000; Audit member $15,000; Risk member $10,000; DSU target value $85,000; committee chair/member fee grid per committee (Audit Chair $30,000; Risk Chair $20,000; Technology Member $5,000, etc.). In 2024, Board increased cash retainer to $75,000 and annual equity grant to $85,000.
Performance Compensation
| Grant | Grant Date | Instrument | Units/Value | Vesting/Settlement | Dividend Treatment |
|---|---|---|---|---|---|
| Annual director equity | Apr 24, 2024 | Deferred Stock Units (DSUs) | 727 units; $84,943 grant-date fair value (CFR close $116.84) | Fully vested at grant; settle 1:1 in CFR shares upon Board retirement | Equivalent dividends accrue and are paid when declared |
Note: Non-employee director equity grants are not performance-conditioned; DSUs vest immediately and settle upon retirement.
Other Directorships & Interlocks
| Company | Type | Current/Prior | Potential Interlock/Conflict Note |
|---|---|---|---|
| None disclosed at public companies | Public | — | No current public-company boards disclosed for Haemisegger |
| NorthPark National Bank (prior) | Bank | Prior | Financial services experience; no current related-party transactions disclosed involving him |
Expertise & Qualifications
- Banking oversight (prior NorthPark National Bank board/committees) and audit/finance governance at Nasher entities; designated SEC audit committee financial expert.
- Real estate operations leadership (President, NorthPark Management Company; prior President & COO Raymond D. Nasher Company).
- Educational credentials: B.A. Princeton; MBA Wharton.
Equity Ownership
| Item | Amount | Date/Source | Notes |
|---|---|---|---|
| Beneficial shares | 19 | As of Mar 4, 2025 (DEF 14A) | Less than 1% of shares outstanding (company omits % for <1%) |
| DSUs outstanding | 9,564 | As of Dec 31, 2024 | Settled 1:1 in CFR shares at retirement |
- Insider Trading/Alignment policies: Directors prohibited from short sales, options/derivatives, hedging, margin accounts/pledging of CFR stock; Rule 10b5-1 plan guidelines in place.
- Stock ownership guidelines: Non-management directors required to hold CFR stock equal to 5x annual cash retainer; DSUs count toward the guideline; individual director compliance status not disclosed.
Governance Assessment
- Positive signals: Long-tenured independent director (since 2008) with audit committee financial expert designation, strengthening Audit oversight; active membership on Audit and Risk Committees that met 5x and 4x respectively in 2024.
- Compensation alignment: Mix of cash ($98,000) and equity DSUs ($84,943) promotes long-term alignment via retirement-settled DSUs; dividends accrue consistent with shareholder experience.
- Ownership/behavioral safeguards: Strict anti-hedging/anti-pledging policy; director stock ownership guideline of 5x retainer with DSUs counted; beneficial ownership low but DSUs provide deferred alignment.
- Conflicts/related parties: Company disclosed related-party transactions for other directors; none highlighted for Haemisegger; Board reviews independence annually and determined all nominees except CEO are independent.
- Board effectiveness context: Board/committee evaluations led by Lead Director; structured risk oversight across Audit, Risk, Compensation, Technology; robust independence (92% independent) and regular executive sessions.
- Structural watchpoint: Combined Chair/CEO model can centralize authority, though mitigated by strong Lead Director responsibilities and high board independence.
No RED FLAGS identified specific to Haemisegger in the latest proxy (e.g., pledging/hedging, related-party transactions >$120k, attendance shortfalls, or director-specific pay anomalies). Monitoring remains warranted for any future related-party transactions and continued committee engagement disclosures.