Joseph A. Pierce
CULLEN/FROST BANKERSAbout Joseph A. Pierce
Independent director since 2022 (age 56). Senior Vice President and General Counsel at AMB Sports & Entertainment since December 2020; previously Senior Vice President & Chief Legal Officer and Vice President & General Counsel of the Charlotte Hornets, and Senior Vice President & Associate General Counsel, Global Marketing & Corporate Affairs at Bank of America. Education: B.S. in Finance from Georgetown University; J.D. and MBA from the University of Pennsylvania Law School and Wharton School. Core credentials include risk management, legal, and marketing expertise, with financial services experience and ties to San Antonio.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMB Sports & Entertainment | Senior Vice President & General Counsel | Dec 2020–Present | Oversees enterprise legal risk and governance |
| Charlotte Hornets | Senior Vice President & Chief Legal Officer | Oct 2019–Dec 2020 | Led legal and compliance functions |
| Charlotte Hornets | Vice President & General Counsel | Oct 2014–Oct 2019 | Built legal foundation for team operations |
| Bank of America | Senior Vice President & Associate General Counsel, Global Marketing & Corporate Affairs | Not disclosed | Legal, risk, and marketing counsel for global programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enterprise Mobility | Advisory Director | Not disclosed | Advisory capacity; not disclosed as a public-company board |
Board Governance
- Independence: The Board determined all nominees except the CEO (Mr. Green) are independent; Pierce is listed as independent.
- Committee assignments (member): Audit; Compensation & Benefits; Corporate Governance & Nominating.
- Committee chairs: Pierce is not a chair; Audit chair (Cynthia J. Comparin); Compensation & Benefits chair (Charles W. Matthews); Corporate Governance & Nominating chair (Charles W. Matthews).
- Committee meeting cadence (2024): Audit (5), Compensation & Benefits (4), Corporate Governance & Nominating (2).
- Attendance: Company reports five Board meetings in 2024; all directors attended 100% except two who attended >80% (individual names not specified).
- Lead Independent Director: Charles W. Matthews; responsibilities include presiding over executive sessions, CEO evaluation, agenda/materials review, succession planning.
- Executive sessions: Non-management directors meet in executive session each regularly scheduled Board meeting; Lead Director presides.
- Risk oversight: Audit oversees financial reporting, legal/regulatory compliance; Compensation & Benefits oversees compensation, HCM and succession; Corporate Governance & Nominating oversees governance, related-party reviews, ESG; Risk and Technology Committees cover ERM and cybersecurity.
Fixed Compensation
2024 actual director pay (CFR + Frost Bank boards):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 102,500 |
| Stock Awards (Deferred Stock Units) | 84,943 |
| Total | 187,443 |
Context – 2024 Board fee schedule (non-management directors):
| Fee Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 75,000 |
| Audit Committee Member | 15,000 |
| Compensation & Benefits Member | 10,000 |
| Corporate Governance & Nominating Member | 7,500 |
| Deferred Stock Units Target Value | 85,000 |
Notes:
- 2024 changes approved: cash retainer +$5,000; annual equity grant +$5,000; Audit member retainer +$1,000; Lead Director retainer +$15,000.
Performance Compensation
Directors do not receive performance-based bonuses or options; equity is delivered via DSUs, fully vested at grant and settled upon Board retirement.
| Grant Type | Grant Date | Units (#) | Grant-Date Fair Value ($) | Reference Price ($/share) |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Apr 24, 2024 | 727 | 84,943 | Closing price $116.84 |
- DSUs receive dividend equivalents when dividends are declared; each DSU settles into one share upon retirement from the Board.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public-company boards | None disclosed for Pierce in CFR proxy. |
| Committee roles at other companies | Not disclosed. |
| Interlocks/conflicts | Corporate Governance & Nominating reviews related-party transactions; none disclosed involving Pierce. |
| Compensation committee interlocks | Company reports no interlocks or insider participation for Committee members; Pierce is a member. |
Expertise & Qualifications
- Legal, risk management, and marketing expertise; prior financial services experience at Bank of America.
- Board-relevant experience spanning corporate legal leadership and enterprise risk.
- Independent director contributing to Audit, Compensation & Benefits, and Governance oversight.
Equity Ownership
| Metric | Value | As Of |
|---|---|---|
| Beneficially owned common shares | — (none disclosed) | Mar 4, 2025 |
| Ownership as % of outstanding | — (<1%) | Mar 4, 2025 |
| Deferred Stock Units outstanding | 1,500 | Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (directors) | Policy |
| Director stock ownership guideline | 5× annual cash retainer | Policy |
| Time to guideline compliance | 5 years from becoming eligible; director since 2022 | Policy/Appointment |
Section 16(a) reporting:
- Company states all required insider ownership reports were timely filed in 2024.
Governance Assessment
Positives
- Independent director on three core committees (Audit; Compensation & Benefits; Corporate Governance & Nominating), supporting oversight of financial reporting, pay, succession, and governance/ESG.
- No related-party transactions disclosed involving Pierce; governance processes for related-party reviews are robust.
- Anti-hedging and anti-pledging policy enhances alignment; DSUs settle at retirement, promoting long-term focus.
- Strong say-on-pay result (97% approval in 2024) signals investor support for compensation practices overseen by the Compensation & Benefits Committee (Pierce is a member).
Watch items / potential RED FLAGS
- Low disclosed beneficial ownership (no outright shares as of record date) with modest DSU holdings (1,500); monitor progress toward the 5× retainer stock ownership guideline over the 5-year compliance window (2022–2027).
- Attendance is broadly strong, but company notes two directors attended >80% rather than 100% in 2024 without naming them; continue monitoring individual attendance disclosures in future proxies.
Overall implication for board effectiveness and investor confidence
- Pierce’s legal and risk background, combined with service on Audit, Compensation, and Governance committees, supports effective oversight of key risk and pay areas. Absence of disclosed conflicts and adherence to anti-hedging/pledging policies bolster alignment, while limited disclosed share ownership suggests a need to track ownership guideline compliance over time.