John T. Engates

About John T. Engates

John T. Engates, age 53, was elected as an independent director of Cullen/Frost Bankers, Inc. (CFR) at the April 30, 2025 annual meeting; he brings deep information technology, cloud, and cybersecurity experience from senior roles at Cloudflare, NTT Global Networks, and Rackspace, and holds a B.B.A. from the University of Texas at San Antonio . He was nominated as an independent director with technology and cybersecurity expertise; CFR’s board is majority independent (92%) and maintains a robust governance framework with a Lead Independent Director and regular executive sessions .

Past Roles

External Roles

Board Governance

• Independence: Engates was nominated and elected as an independent director; CFR’s board determined all nominees other than the CEO are independent under NYSE rules .
• Committee assignments: The proxy listed Engates with “Committee Membership: N/A” as a nominee; post-election committee assignments were not disclosed in the proxy or subsequent filings reviewed .
• Board leadership: Combined Chair/CEO with a Lead Independent Director (Charles W. Matthews) who presides over executive sessions and leads evaluations .
• Meetings and attendance: In 2024, the board met five times; all directors attended 100% of their meetings except two who attended >80%; Engates was not yet a director in 2024 .
• Executive sessions: Non‑management directors meet in executive session at each regularly scheduled board meeting, led by the Lead Independent Director .
• Technology/cyber oversight: CFR’s Technology Committee oversees cybersecurity; at least one member must have information security experience. The board highlighted adding independent directors with IT/cyber expertise in 2024/2025 .

Fixed Compensation

Non-employee director compensation structure (2024 schedule; applies generally to directors such as Engates after election):

Notes

• 2024 changes increased cash retainer to $75,000, annual equity grant to $85,000, Audit Member retainer to $15,000, and Lead Director retainer to $40,000 .
• Director cash fees cover service on both CFR and Frost Bank boards .

Performance Compensation

Director equity is granted as fully vested deferred stock units (DSUs) with dividend equivalents and settled in shares upon retirement from the board; no performance metrics apply to non-employee director equity grants . For 2024, each non-employee director received 727 DSUs (grant-date fair value $84,943; closing price $116.84 on April 24, 2024), illustrating the annual DSU program .

• Performance metric table: Not applicable for non-employee directors—director equity awards are time-based DSUs without performance conditions .

Other Directorships & Interlocks

• Potential conflict signal: The James Avery interlock creates information flow and potential conflict vectors; CFR disclosed the transaction, applied related-party review standards, and deemed terms ordinary course and not material to independence determinations .

Expertise & Qualifications

• Core expertise: Information technology, cloud infrastructure, and cybersecurity; aligns with CFR’s Technology Committee mandate for info security oversight .
• Education: Bachelor of Business Administration, University of Texas San Antonio .
• Governance fit: CFR highlighted board refresh focused on IT/cyber expertise and increased board independence to 92% .

Equity Ownership

• Stock ownership guidelines (directors): Non‑management directors must hold equity equal to five times the annual cash retainer; forms counted include shares owned outright, unvested RSUs, DSUs, and shares in company retirement plans; unearned PSUs excluded. New participants have five years to comply .
• Anti‑hedging/anti‑pledging: Directors are prohibited from hedging or pledging CFR securities under the Insider Trading Policy .
• Settlement mechanics: DSUs settle into one share per unit upon retirement from the board; dividend equivalents paid in tandem with declared dividends .
• Director-specific holdings: As Engates joined in 2025, no director ownership totals for him were disclosed for year-end 2024 .

Governance Assessment

• Board effectiveness and alignment: Engates strengthens CFR’s technology and cybersecurity oversight capacity, consistent with CFR’s explicit focus on cyber risk governance and the Technology Committee’s requirements; this supports investor confidence in operational risk management .
• Independence and attendance: Engates is independent; CFR’s board maintains majority independence and consistent executive sessions, with strong attendance norms—key signals of board rigor .
• Compensation alignment: Director pay is modest, mixes cash retainers with equity DSUs that settle at retirement, and is governed by stock ownership guidelines and strict anti-hedging/pledging rules—favorable alignment for long-term stewardship .
• RED FLAGS:
  • Interlock/related-party proximity: Engates’ board role at James Avery intersects with CFR director Chris M. Avery (Chairman), and CFR purchases from James Avery occurred in 2024. CFR disclosed and subjected such transactions to related-party policies; amounts appear immaterial and ordinary course, but the interlock warrants continued monitoring for evolving exposure .
• Shareholder sentiment: Strong governance support indicated by 2025 director election votes—Engates received 53,172,826 “For” votes; 2025 say‑on‑pay support also robust (50,909,698 “For”) .

Supporting citations

• Director nomination/bio and independence:
• Election results:
• Governance structure (Lead Director, executive sessions):
• Meetings and attendance (board-level):
• Technology/cyber oversight:
• Director compensation structure and DSU program:
• Ownership guidelines and anti-hedging/pledging:
• Related-party transaction (James Avery):