Jimmy Stead
CULLEN/FROST BANKERSAbout Jimmy Stead
Jimmy Stead is Group Executive Vice President and Chief Consumer Banking and Technology Officer at Cullen/Frost Bankers, Inc. (Frost), age 49, and an officer of Frost since 2001. He has served as Chief Consumer Banking and Technology Officer since January 2020 after serving as Chief Consumer Banking Officer from 2017 to 2020 . In 2024, Frost delivered approximately $576 million of net income available to common shareholders (+8.4% vs budget), and NEO annual incentives paid at 110% of target, reflecting pay-for-performance linkage at the company level . Governance features include a prohibition on pledging/hedging, a 2023 clawback adoption, and robust stock ownership guidelines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cullen/Frost Bankers, Inc. | Group EVP, Chief Consumer Banking and Technology Officer | Jan 2020 – Present | Leads consumer banking and technology execution for Frost . |
| Cullen/Frost Bankers, Inc. | Group EVP, Chief Consumer Banking Officer | Jan 2017 – Jan 2020 | Oversaw consumer banking; role expanded to include technology in 2020 . |
| Cullen/Frost Bankers, Inc. | Officer | 2001 – Present | Long-tenured operator aligned with Frost’s relationship-banking model . |
External Roles
No external directorships or public company roles were disclosed for Mr. Stead in the company’s filings reviewed .
Fixed Compensation
- Stock ownership guidelines: 3× base salary for executive officers; all eligible NEOs (≥5 years) are in compliance .
- Anti-pledging/hedging policy applies to executives; no pledging allowed .
- Clawback policy (NYSE 10D-1 compliant) adopted in Oct 2023 .
- No executive employment agreements; no excise tax gross-ups .
Base Salary Progression
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $625,000 | $640,000 | $655,000 |
| Year-over-Year Change | — | +2% | +2% |
Multi-Year Reported Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $550,000 | $625,000 | $640,000 |
| Stock Awards (Grant-date fair value) | $749,948 | $785,027 | $818,013 |
| Non-Equity Incentive Plan Compensation | $572,000 | $478,125 | $633,600 |
| Change in Pension/Deferred Comp | — | $563 | — |
| All Other Compensation | $42,010 | $54,498 | $43,748 |
| Total | $1,913,958 | $1,943,213 | $2,135,361 |
Breakdown of 2024 “All Other Compensation”: perquisites $3,308; thrift plan match $17,700; group term life $2,040; 401(k) match $20,700 .
Performance Compensation
Frost emphasizes annual net income vs budget for cash incentives, and a mix of long-term PSUs and RSUs with multi-year performance/vesting, while explicitly avoiding single-trigger CIC vesting and employment contracts .
Annual Incentive (Executive Management Bonus Plan)
| Attribute | 2023 | 2024 |
|---|---|---|
| Individual Target (% of base) | 85% | 90% |
| Primary Metric | Company net income vs budget | Company net income vs budget |
| Company Outcome | Record ~$591M; slightly below budget incl. $51.5M FDIC special assessment | ~$576M; +8.4% vs budget |
| Payout vs Target | 90% of target | 110% of target |
| Payout Form | Cash, following year | Cash, following year |
Long-Term Incentives (LTI)
| Grant Year | Mix | Performance Metric | Performance Window | Payout Curve | Vesting |
|---|---|---|---|---|---|
| 2023 | 50% PSUs / 50% RSUs | Growth in average Pre-Provision Net Revenue less Net Loan Charge-offs vs 2023 base | 2024–2026 | 0–150% of target | RSUs cliff vest at 3 years |
| 2024 | 25% PSUs / 75% RSUs (shift to emphasize retention) | Relative Return on Assets vs peer group | 2025–2027 | 25th pct=50%, 50th=100%, 75th+=150%; linear in between | RSUs cliff vest at 3 years |
Note: 2021 PSU cohort paid at 150% of target (89.8% growth in average Pre-Provision Net Revenue less Net Charge-Offs over the period) .
2024 Equity Grant Details (Jimmy Stead)
| Item | Value |
|---|---|
| RSUs Granted (10/29/2024) | 4,727 units |
| PSUs Target (10/29/2024) | 1,716 units |
| RSU Grant-date FV/Share | $129.79 |
| PSU Grant-date FV/Share | $119.17 |
| 2024 Target Cash Bonus | $576,000 |
Equity Ownership & Alignment
- Stock Ownership Guidelines: Executives must hold 3× salary; all eligible NEOs have satisfied guidelines; unearned PSUs do not count toward compliance .
- Anti-hedging and anti-pledging: Executives prohibited from hedging or pledging company stock; no margin accounts .
Outstanding and Unvested Equity (as of 12/31/2024)
| Type | Unvested Units (#) | Market Value at $134.25 | Notes |
|---|---|---|---|
| RSUs (total) | 11,976 | $1,607,778 | RSUs cliff vest 3 years post-grant; continue vesting if retire at ≥65 . |
| PSUs (target, unearned) | 9,781 | $1,313,099 | Subject to performance certification . |
Forthcoming Vesting / Potential Supply Overhang
| Vesting/Performance Date | RSUs Scheduled to Vest (#) | PSUs Target in Cohort (#) | Notes |
|---|---|---|---|
| 10/25/2025 | 2,621 | 2,811 | 2022 grants; PSUs subject to prior metric/performance . |
| 10/24/2026 | 4,628 | 5,254 | 2023 grants; PSUs metric is PPNR less NCOs . |
| 10/29/2027 | 4,727 | 1,716 | 2024 grants; PSUs metric is relative ROA . |
These dates and amounts map to potential insider-selling windows; PSUs vest only upon committee certification and may pay 0–150% of target .
Employment Terms
- No employment agreements for executives .
- Change-in-control (double-trigger) severance: 2× base salary + target annual incentive (plus prorated current-year bonus) for NEOs other than CEO; continuation of welfare benefits for two years; no excise tax gross-ups (“net-better” cutback applies) .
- Equity treatment on CIC: options vest; RSUs vest; PSUs performance determined as of CIC date but continue time-based vesting for remaining period .
Estimated CIC Payout (scenario as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Cash Severance | $3,008,000 |
| Equity Acceleration (as defined) | $2,970,013 |
| Benefits/Perquisites Continuation | $34,156 |
| Total | $6,012,169 |
Retirement programs: Mr. Stead participates in frozen defined benefit plans with 2.6667 years of credited service and present value of accumulated benefits of $5,467 (Retirement Plan) as of 2024; not yet retirement-eligible .
Compensation Structure Analysis
- Mix and risk: In October 2024, Frost shifted LTI mix to 25% PSUs / 75% RSUs, increasing the retention component and reducing explicit performance leverage in future awards; PSU metric switched to relative ROA with a 0–150% payout curve .
- Annual incentives: Cash bonuses for NEOs are driven primarily by company net income versus budget, with 2024 performance at 110% of target after exceeding plan, and 2023 at 90% after falling slightly below plan (inclusive of the FDIC special assessment) .
- Policies: No single-trigger vesting; prohibition on pledging/hedging; clawback compliant with NYSE rules; stock ownership guidelines enforced .
- Peer benchmarking and governance: Use of Meridian as independent consultant; annual peer review to refine comparators and positioning .
Say-on-Pay & Shareholder Feedback
Shareholders supported executive pay programs with over 97% approval at the 2024 Annual Meeting, indicating strong investor endorsement of design and outcomes .
Investment Implications
- Alignment: Strong company-to-pay linkage persists through budget-based annual incentives and PSUs; however, the 2024 shift toward 75% RSUs reduces performance sensitivity of future LTI outcomes and increases retention weighting .
- Retention risk: Meaningful unvested RSUs and PSUs with 3-year cliffs/performance windows and stock ownership requirements support retention; absence of employment contracts is offset by CIC protections (double-trigger, 2× multiple) .
- Selling pressure: Watch vesting windows (Oct 2025/2026/2027) for potential secondary supply from RSU settlements; PSU settlements contingent on certified results .
- Governance quality: Prohibitions on pledging/hedging, NYSE-compliant clawback, double-trigger equity vesting, and high say-on-pay support a constructive governance profile .
- Performance backdrop: 2024 net income exceeded plan with corresponding above-target incentives, and the last PSU cohort from 2021 paid at the max (150%), evidencing performance realization under prior designs .