Hope Andrade
CULLEN/FROST BANKERSAbout Hope Andrade
Hope Andrade (age 74) is an independent director of Cullen/Frost Bankers, Inc. (CFR), serving since 2024. She is a partner at Go Rio San Antonio River Cruises and co‑founder of Andrade‑Van de Putte & Associates, with prior senior government roles including Texas Secretary of State (2008–2012), Commissioner Representing Employers at the Texas Workforce Commission (2013–2015), and Commissioner/Chair of the Texas Department of Transportation (2003–2008). At CFR, she serves on the Audit and Risk Committees, bringing small‑business operations, governmental/regulatory experience, and deep knowledge of CFR’s Texas communities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Texas | 107th Secretary of State | 2008–2012 | Statewide executive; elections oversight and business filings |
| Texas Workforce Commission | Commissioner Representing Employers | 2013–2015 | Employer policy advocacy and workforce programs |
| Texas Department of Transportation | Commissioner and Chair | 2003–2008 | Transportation policy, infrastructure oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Go Rio San Antonio River Cruises | Partner | N/A | Private enterprise; local operations experience |
| Andrade‑Van de Putte & Associates | Co‑founder & Partner | N/A | Bipartisan consulting bridging government/business |
| Alamo Trust | Board Member | N/A | Non‑profit governance |
| Great Springs Project | Board Member | N/A | Conservation/non‑profit governance |
| Southwest Research Institute | Board Member | N/A | Non‑profit; also linked to other CFR directors (see Interlocks) |
| Missions Baseball Club | Investor & Board | N/A | Private sports enterprise board role |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member. Audit met 5 times in 2024; Risk met 4 times .
- Independence: The Board determined all nominees except the CEO (Phil Green) are independent under NYSE rules; CFR’s board is 92% independent .
- Attendance: The Board held 5 meetings in 2024; directors had near‑perfect attendance—only two directors fell below 100% but still attended >80%. Audit met 5 times; Technology 4; Compensation & Benefits 4; Risk 4; Corporate Governance & Nominating 2 .
- Lead Independent Director: Charles W. Matthews; non‑management directors meet in executive session at each regularly scheduled board meeting .
- Governance processes: Annual board/committee self‑evaluation led by the Lead Director; robust charters and risk oversight allocation across committees .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 90,167 | Includes board retainer and committee member retainers; paid for service on CFR and Frost Bank boards |
| Annual Cash Retainer (standard schedule) | 75,000 | Board‑approved fee schedule for non‑employee directors |
| Audit Committee Member Retainer (standard) | 15,000 | Andrade is an Audit member |
| Risk Committee Member Retainer (standard) | 10,000 | Andrade is a Risk member |
| 2024 Board Fee Schedule | ($) |
|---|---|
| Annual Cash Retainer | 75,000 |
| Lead Director Retainer | 40,000 |
| Audit Chair / Member | 30,000 / 15,000 |
| Compensation & Benefits Chair / Member | 20,000 / 10,000 |
| Corporate Governance & Nominating Chair / Member | 20,000 / 7,500 |
| Risk Chair / Member | 20,000 / 10,000 |
| Technology Chair / Member | 10,000 / 5,000 |
Performance Compensation
| Equity Instrument | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting / Dividends | Notes |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | 2024-04-24 | 727 | 84,943 | Fully vested at grant; dividend equivalents; settle in shares upon retirement | Closing price $116.84 at grant; annual equity target $85,000 |
- Director equity at CFR is DSUs, not performance‑conditioned; DSUs are fully vested at grant and settle upon retirement from the Board .
- No stock options or performance‑metric‑linked equity is disclosed for non‑employee directors .
Other Directorships & Interlocks
| Interlock | Nature | Governance Consideration |
|---|---|---|
| Southwest Research Institute | Andrade is a board member; CFR directors Dawson (past chair), and CEO Phil Green (Board; chairs Investment Committee) also hold roles | Non‑profit interlock may facilitate information flow; no related‑party transaction disclosed with SWRI |
Expertise & Qualifications
- Small‑business operations and marketing (Go Rio partner); governmental/regulatory leadership across Texas agencies; community knowledge aligned with CFR’s footprint .
- Audit and Risk committee service signals engagement in financial reporting integrity, compliance, and enterprise risk oversight .
- Board collectively emphasizes audit/finance, human capital, governance, leadership, and risk management skills .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Section 16(a)) | — | Proxy table lists “—” for Andrade as of 2025‑03‑04; no >1% shown |
| Shares outstanding (reference) | 64,282,541 | Used for board‑level ownership context |
| DSUs outstanding | 727 | As of 2024‑12‑31 |
| Pledging / Hedging | Prohibited | Insider Trading Policy prohibits hedging/pledging for directors |
| Director stock ownership guideline | 5× annual cash retainer | Applies to non‑management directors; DSUs count toward guideline; individual compliance status not disclosed |
Insider Trades
| Date | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Company reports all Section 16 filings were timely; specific Form 4 transactions not enumerated in DEF 14A |
Governance Assessment
- Positives
- Independence confirmed under NYSE rules; service on Audit and Risk (high‑importance committees) enhances board effectiveness in financial reporting and ERM oversight .
- Near‑perfect board attendance overall; committee cadence supports active oversight; executive sessions at each regular meeting strengthen independent director voice .
- Director pay structure mixes cash retainer with DSUs that settle at retirement, promoting long‑term alignment; dividend equivalents on DSUs maintain economic exposure .
- Strong policies: anti‑hedging/pledging, stock ownership guidelines for directors, and robust committee charters and evaluations .
- Watch items
- Limited disclosed direct share ownership for Andrade (proxy shows “—” beneficial ownership) may reflect low immediate “skin‑in‑the‑game,” though DSUs are outstanding and counted for guideline purposes .
- Interlocks at Southwest Research Institute across multiple CFR directors are non‑profit; no related‑party transactions disclosed, but monitor for potential influence channels; CFR’s related‑party policy and committee oversight mitigate risks .
- No red flags disclosed specific to Andrade: no related‑party transactions, pledging/hedging prohibited, Section 16 filings timely .
Overall investor confidence signal: Andrade’s committee assignments (Audit, Risk), independent status, and government/regulatory expertise bolster board risk and compliance oversight. Equity awarded via DSUs supports long‑term alignment, though direct share ownership appears minimal based on proxy disclosures; continued monitoring of ownership guideline progress and any related‑party ties remains prudent .