Jack Willome
CULLEN/FROST BANKERSAbout Jack Willome
Jack Willome (age 78) is an independent director of Cullen/Frost Bankers, Inc. (CFR) since 2023, with deep financial, accounting, and real estate experience; he was President of Ellison Industries (1979–1996) and earlier CFO (1975–1978), and helped formalize Frost’s philosophy in the “Blue Book.” He currently serves as a director at James Avery Craftsman Jewelry and previously served on boards of Texas Commerce Bank–San Antonio, Guaranty Federal Bank, and GPM Life Insurance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellison Industries | President | 1979–1996 | Led a leading home builder in San Antonio |
| Ellison Industries | Chief Financial Officer | 1975–1978 | Financial leadership prior to presidency |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James Avery Craftsman Jewelry | Director | Current (not dated) | Governance oversight at a major private jewelry brand |
| Texas Commerce Bank–San Antonio | Director | Not disclosed | Bank board experience |
| Guaranty Federal Bank | Director | Not disclosed | Bank board experience |
| GPM Life Insurance | Director | Not disclosed | Insurance board experience |
Board Governance
- Independence: CFR’s Board determined all nominees other than the CEO are independent under NYSE rules; Willome is listed as “Independent” .
- Committee assignments: Compensation & Benefits; Corporate Governance & Nominating; Risk (per committee roster). Note: Willome’s biography also lists Audit, which is not reflected in the committee roster—confirm current assignment with IR given this inconsistency .
- Chair roles: None; committee chairs are Comparin (Audit), Matthews (Compensation; Corporate Governance), Edwards (Risk), Avery (Technology) .
- Attendance: The Board met five times in 2024; directors attended 100% of Board/Committee meetings except two directors who each attended >80%. CFR did not disclose individual names; no specific attendance shortfall is attributed to Willome .
- Lead Independent Director: Charles W. Matthews serves as Lead Director; executive sessions of non‑management directors are held at each regularly scheduled Board meeting .
- Compensation governance: The Compensation & Benefits Committee retains Meridian as independent consultant; independence reviewed and affirmed; no interlocks or insider participation of CFR officers on external compensation committees (supports governance quality) .
Fixed Compensation (Director)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jack Willome (2024) | 100,833 | 84,943 | 185,776 |
Director fee schedule (effective 2024):
- Annual cash retainer: $75,000; Lead Director retainer: $40,000 .
- Committee retainers: Audit Chair $30,000; Audit Member $15,000; Compensation Chair $20,000; Compensation Member $10,000; Corporate Governance Chair $20,000; Corporate Governance Member $7,500; Risk Chair $20,000; Risk Member $10,000; Technology Chair $10,000; Technology Member $5,000 .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual equity grant | Deferred Stock Units (DSUs) target value $85,000; fully vested at grant; dividends paid as declared |
| 2024 grant specifics | 727 DSUs granted on April 24, 2024 at closing price $116.84 |
| Settlement | Each DSU settles 1:1 into common stock upon retirement from the Board |
| Outstanding DSUs (12/31/2024) | Willome: 1,500 DSUs |
Notes: CFR does not grant stock options to directors; director equity is DSUs with immediate vesting and retirement settlement .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Willome |
| Prior public company boards | Not specified as public; listed prior boards in banking/insurance |
| Interlocks | No compensation committee interlocks or insider participation involving CFR executive officers; committee members (including Willome) were not CFR officers/employees |
| Related‑party transactions | CFR disclosed certain related‑party transactions for other directors (Edwards, Dawson, Avery); none disclosed for Willome (no relationships >$120,000 involving Willome) |
Expertise & Qualifications
- Financial, accounting, and real estate expertise; prior bank and insurance board experience; played a key role crafting Frost’s cultural “Blue Book” (signals cultural alignment and governance mindset) .
Equity Ownership
| Holder | Beneficial Shares (#) | % of Shares Outstanding | DSUs Outstanding (#) | Hedging/Pledging |
|---|---|---|---|---|
| Jack Willome | 9,000 | ~0.014% (9,000 / 64,282,541) | 1,500 | Prohibited by CFR’s Insider Trading Policy (no hedging, short‑selling, or pledging permitted for directors/executives) |
Stock ownership guidelines: Non‑management directors must hold five times the annual cash retainer; DSUs count toward ownership; compliance reviewed annually (individual director compliance not disclosed) .
Governance Assessment
- Committee placement on Compensation & Benefits, Corporate Governance & Nominating, and Risk indicates involvement in pay design, board refreshment/ESG oversight, and enterprise risk—positive for board effectiveness and investor confidence .
- Independence affirmed; no related‑party transactions or interlocks involving Willome disclosed—low conflict risk .
- Equity alignment via DSUs and ownership; hedging/pledging prohibitions strengthen alignment and reduce red‑flag risk .
- Board process signals: executive sessions each meeting; Lead Director structure; compensation consultant independence; strong say‑on‑pay support (>97% approval in 2024)—supports governance quality and market confidence .
- Data quality note: Willome’s bio lists Audit membership, but the current committee roster omits him from Audit and includes him on Risk—clarify current assignments with IR if material to your thesis .
Overall, disclosures indicate an independent director with relevant financial/governance experience, active on core oversight committees, aligned through DSUs and ownership, and without disclosed conflicts—supportive of board effectiveness.