Paul H. Bracher
President, Group Executive Vice President and Chief Banking Officer at 
CULLEN/FROST BANKERS
CULLEN/FROST BANKERSExecutive
About Paul H. Bracher
Paul H. Bracher serves as President, Group Executive Vice President and Chief Banking Officer of Cullen/Frost Bankers, Inc. (Frost Bank) . He participates in the Company’s frozen defined benefit plans and began receiving in‑service retirement benefits after attaining age 65 in 2022 . Executive incentives are tied primarily to Company net income versus budget; in 2024 net income available to common shareholders was approximately $576 million versus a $531 million budget, driving NEO annual bonus payouts at 110% of target . The Company prohibits hedging and pledging of Company stock, maintains a clawback policy compliant with SEC/NYSE rules, and requires executive stock ownership of at least three times base salary (Bracher is in compliance) .
Fixed Compensation
Summary Compensation (Paul H. Bracher)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $605,000 | $650,000 | $670,000 |
| Stock Awards (FASB ASC 718 FV) ($) | $800,062 | $827,053 | $855,083 |
| Non-Equity Incentive Plan Compensation ($) | $629,200 | $497,250 | $663,300 |
| All Other Compensation ($) | $57,765 | $63,019 | $51,557 |
| Total ($) | $2,092,027 | $2,037,322 | $2,239,940 |
Base Salary Progression
| Year | Base Salary ($) |
|---|---|
| 2024 | $670,000 |
| 2025 | $690,000 (effective Jan 1, 2025) |
All Other Compensation Detail
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Perquisites and Other Personal Benefits | $9,983 | $10,893 |
| Thrift Incentive Plan Match | $19,200 | $19,500 |
| Group Term Life | $409 | $464 |
| 401(k) Match | $19,800 | $20,700 |
| Profit Sharing (Plan + Restoration) | $13,627 | — (not shown) |
| Total | $63,019 | $51,557 |
Performance Compensation
Annual Incentive (Executive Management Bonus Plan)
| Item | 2024 Value |
|---|---|
| Target bonus % of base salary | 90% |
| Target bonus ($) | $603,000 |
| Payout vs target | 110% |
| Actual bonus paid ($) | $663,300 |
| Primary performance metric | Company net income vs budget (budget $531m; actual ~$576m) |
| Payment timing | Paid in Feb 2025 |
Long-Term Incentive Structure and Metrics
- 2024 LTI mix: 25% performance stock units (PSUs), 75% restricted stock units (RSUs); Committee shifted mix to emphasize retention amid rate volatility and expansion strategy .
- 2024 PSUs performance metric: relative return on average assets (ROA) vs peer group over Jan 1, 2025–Dec 31, 2027; payout schedule: <25th percentile=0%, 25th=50%, 50th=100%, ≥75th=150% of target .
- 2021 PSUs (performance period ended Dec 31, 2024): metric was growth in Average Pre‑Provision Net Revenue adjusted by net charge‑offs; Company achieved 89.8% growth; payout certified at 150% of target .
2024 Grants (Equity and Targets)
| Grant Date | PSUs Target (#) | PSUs Max (#) | RSUs (#) | PSU Grant-Date FV ($/unit) | RSU Grant-Date FV ($/unit) |
|---|---|---|---|---|---|
| 10/29/2024 | 1,794 | 2,691 | 4,941 | $119.17 | $129.79 |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (Mar 4, 2025) | 154,995 |
| Shares outstanding (record date) | 64,282,541 |
| Ownership % of outstanding | ~0.241% (computed from above) |
| Stock ownership guideline | Executives: 3x base salary; compliance achieved (≥5 years in role) |
| Hedging/pledging | Prohibited for directors and executive officers |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Award Type | Grant Date | Quantity | Key Terms | Market/Strike |
|---|---|---|---|---|
| Stock options (exercisable) | 10/27/2015 | 11,500 | Fully vested; expire 10/27/2025 | $65.11 strike |
| RSUs (unvested) | 10/25/2022 | 2,796 | Cliff vest 10/25/2025; continue vesting post‑retirement ≥65 | $134.25/share valuation basis |
| RSUs (unvested) | 10/24/2023 | 4,876 | Cliff vest 10/24/2026 | $134.25/share valuation basis |
| RSUs (unvested) | 10/29/2024 | 4,941 | Cliff vest 10/29/2027 | $134.25/share valuation basis |
| PSUs (unearned) | 10/25/2022 | 2,999 | Performance + time vest through 10/25/2025 | $134.25/share valuation basis |
| PSUs (unearned) | 10/24/2023 | 5,535 | Performance + time vest through 10/24/2026 | $134.25/share valuation basis |
| PSUs (unearned) | 10/29/2024 | 1,794 | Performance period 2025–2027; time vest through 10/29/2027 | $134.25/share valuation basis |
Vesting cadence and potential supply:
- 2025: RSU 2,796; PSU 2,999 vesting on 10/25/2025 .
- 2026: RSU 4,876; PSU 5,535 vesting on 10/24/2026 .
- 2027: RSU 4,941; PSU 1,794 vesting on 10/29/2027 .
2024 realizations (liquidity indicators):
- Options exercised: 9,820 shares; value realized $299,289 .
- RSU vesting: 6,062 shares; value realized $772,420 .
- PSU vesting: 4,232 shares; value realized $482,575 .
- 2023 realizations: options 8,080 ($480,675), RSUs 2,606 ($233,680), PSUs 2,600 ($332,072) .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreements | None; no other severance policies |
| Change-in-control multiple | 2x base salary + target annual incentive; prorated annual incentive at termination; double‑trigger vesting |
| Benefits continuation | 2 years health and welfare benefits continuation for NEOs |
| Clawback | SEC/NYSE‑compliant clawback adopted Oct 2023; recovery of erroneously awarded incentive compensation upon restatement |
| Hedging/pledging/margin | Prohibited (short‑selling, options/derivatives, hedging, margin/pledging) |
| CIC modeled payout for Bracher (as of Dec 31, 2024) | Cash severance $3,149,000; Equity $3,131,888; Perqs/benefits $25,160; Total $6,306,048 |
| Tax gross‑ups | None; “net‑better” cutback provision applies |
| Retirement treatment | RSUs/PSUs continue vest on original schedule when retirement‑eligible (≥65); options already fully vested |
Investment Implications
- Alignment and retention: Bracher’s compensation mix emphasizes at‑risk pay (annual bonus tied to net income vs budget) and multi‑year equity with performance gating (PSUs on relative ROA), supporting long‑term alignment; anti‑hedging/pledging and clawback further strengthen governance .
- Near‑term liquidity and supply signals: Material scheduled vesting in Q4 of 2025–2027 and option expiry on 10/27/2025 may create periodic supply; realized option/vesting values in 2024 ($1.055 million in RSU/PSU vest plus $299k options) indicate ongoing equity monetization capacity .
- Change‑in‑control economics: Double‑trigger CIC with 2x salary+target bonus and accelerated equity produces ~$6.3 million modeled payout, balancing retention with shareholder‑friendly terms (no tax gross‑up; net‑better provision) .
- Shareholder support: Executive pay programs received strong backing (over 97% Say‑on‑Pay support in 2024), reducing governance overhang risk .