Linda B. Rutherford
CULLEN/FROST BANKERSAbout Linda B. Rutherford
Linda B. Rutherford (age 58) is an independent director of Cullen/Frost Bankers, Inc. (CFR) since 2022 and serves as Chief Administration Officer at Southwest Airlines Co. . At Southwest, she oversees Culture & Communications, DEI&B, Internal Audit, People, Total Rewards, Technology, Southwest Airlines University, and AI & Data Transformation; she has been with Southwest since 1992 . She holds a B.A. in journalism from Texas Tech University and previously worked as a journalist with Newsweek and the Dallas Times Herald . The proxy lists her qualifications as significant business operations and management skills, with deep human capital and organizational culture expertise relevant to CFR’s needs .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Southwest Airlines Co. | Chief Administration Officer; prior roles including EVP People & Communications; SVP & Chief Communications Officer; VP & Chief Communications Officer | With Southwest since 1992 | Leads culture, human capital, internal audit, technology and AI/data programs supporting large-scale, regulated operations |
| Newsweek (New York) | Journalist | Not disclosed | Early-career national media experience |
| Dallas Times Herald (Dallas) | Journalist | Not disclosed | Local market stakeholder and communications expertise |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Various nonprofits/community boards | Board member | Nonprofit | “Several local and national nonprofit and community outreach boards” (specific orgs not named) |
| Public company boards | — | — | None disclosed in CFR proxy biography |
Board Governance
- Independence: The Board determined Rutherford is independent under NYSE rules; all members of Audit, Compensation & Benefits, and Corporate Governance & Nominating committees are independent .
- Committee assignments (2024): Audit; Compensation & Benefits; Corporate Governance & Nominating; no chair roles .
- Committee meeting cadence (2024): Audit (5), Compensation & Benefits (4), Corporate Governance & Nominating (2) .
- Attendance: The Board held five meetings in 2024; all directors attended 100% of Board and committee meetings except two directors who each attended >80% (individual names not disclosed) .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting; presided over by the Lead Director .
- Board independence level: 92% of directors are independent (a positive governance signal) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $105,500 | Reflects Board and committee retainers across CFR and Frost Bank |
| Stock Awards (DSUs) | $84,943 | Annual DSU grant; fully vested at grant; settles in stock upon Board retirement |
| Total | $190,443 | Sum of cash and equity grant date fair value |
Director fee schedule (effective 2024):
| Fee Type | Amount |
|---|---|
| Annual Cash Retainer | $75,000 |
| 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 |
| Annual Equity (DSUs target value) | $85,000 |
Notes:
- 2024 director compensation program changes: cash retainer increased to $75,000; equity grant to $85,000; Audit member retainer to $15,000; Lead Director retainer to $40,000 .
- On April 24, 2024, each non-employee director received 727 DSUs; CFR closing price was $116.84 (for fair value) .
Performance Compensation
- Non-employee directors do not receive performance-based cash or PSU awards; equity is delivered as DSUs that are fully vested upon grant and settle in shares upon retirement; DSUs receive dividend equivalents at the time dividends are declared .
- Therefore, no annual performance metrics (revenue, EPS, TSR, etc.) are tied to non-employee director compensation at CFR .
Other Directorships & Interlocks
| Relationship | Detail | Governance Treatment |
|---|---|---|
| Southwest Airlines corporate travel arrangement | Frost Bank employees can book travel with Southwest and earn enhanced rewards | Board deemed this a property/services relationship on market terms and not material to independence; relationships >$120k would be disclosed separately. Rutherford remains independent . |
No other related-party transactions involving Rutherford are disclosed in “Certain Transactions” (2024 examples include other directors/companies; no Southwest listing), indicating any Southwest arrangement was below disclosure thresholds and approved under the related-party policy .
Expertise & Qualifications
- Human capital management, organizational culture, and communications leadership at a complex, regulated enterprise; oversees Internal Audit and Technology (including cybersecurity-related oversight), plus AI & data transformation at Southwest .
- CFR committee fit: Audit, Compensation & Benefits, and Corporate Governance & Nominating—committees are fully independent; Audit has at least two SEC-defined “financial experts” (Comparin and Haemisegger), improving overall oversight quality for members including Rutherford .
- Education: B.A., Texas Tech University (journalism) .
Equity Ownership
| Item | Detail |
|---|---|
| DSUs granted to all non-employee directors in 2024 | 727 units; grant date 4/24/2024; price $116.84 |
| Rutherford DSUs outstanding (12/31/2024) | 2,098 |
| DSU mechanics | Fully vested upon grant; dividend equivalents paid with declared dividends; settle in one share per DSU upon Board retirement |
| Director stock ownership guideline | Non-management directors: 5x annual cash retainer (counts direct shares, unvested RSUs, DSUs, and shares in plans) |
| Hedging/pledging policy | Prohibits directors and officers from hedging and pledging CFR securities; no margin accounts |
Governance Assessment
Strengths
- Independent director with multi-committee service (Audit; Compensation & Benefits; Corporate Governance & Nominating) and domain expertise in human capital, culture, technology, and internal audit—aligned with CFR’s oversight needs .
- High overall Board independence (92% independent) and robust committee independence; Audit committee includes designated financial experts enhancing financial oversight .
- Strong alignment mechanisms for directors: annual equity via DSUs, retirement settlement, and stock ownership guidelines (5x retainer); anti-hedging/pledging policy reduces misalignment risk .
- Shareholder support: 2024 Say-on-Pay received >97% approval, signaling positive investor sentiment toward compensation governance (indirectly supports Board’s credibility) .
- Board process: executive sessions each regular meeting; active committee structure with defined charters; independent compensation consultant (Meridian) assessed as independent .
Potential risks/monitor items
- Related-party exposure via Southwest Airlines corporate travel arrangement (benefit to Frost employees). The Board determined independence and market terms; monitor for expansion in scope or value that could create perceived conflicts; ensure continued recusal as appropriate under policy .
- Attendance disclosure is aggregate (two directors >80%); no individual shortfall identified for Rutherford, but continue to monitor director-level attendance in future proxies for engagement signals .
Overall, Rutherford’s background and committee placements strengthen CFR’s oversight of human capital, culture, technology, and audit domains, with alignment reinforced by DSUs and ownership guidelines while existing related-party exposure appears immaterial and policy-governed at this time .