Samuel G. Dawson
CULLEN/FROST BANKERSAbout Samuel G. Dawson
Independent director of Cullen/Frost Bankers, Inc. since 2017; age 64. CEO of Pape-Dawson Consulting Engineers, LLC; B.S. in Civil Engineering from The University of Texas at Austin. Board biography highlights significant business operations experience and familiarity with human resources issues, with extensive civic leadership in Texas. Independence affirmed by the Board; committee memberships include Audit, Compensation and Benefits, and Corporate Governance and Nominating .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater San Antonio Chamber of Commerce | President/Chairman | Not disclosed | Civic leadership |
| UT Austin Engineering Advisory Board | President/Chairman | Not disclosed | Academic/engineering advisory |
| UTSA Engineering Advisory Council | President/Chairman | Not disclosed | Academic advisory |
| The Witte Museum Board | President/Chairman | Not disclosed | Cultural institution governance |
| Texas Society of Professional Engineers | President/Chairman | Not disclosed | Professional standards |
| American Society of Civil Engineers | President/Chairman | Not disclosed | Professional standards |
| Rotary Club of San Antonio | President/Chairman | Not disclosed | Community engagement |
| San Antonio Mobility Coalition | President/Chairman | Not disclosed | Regional mobility advocacy |
| Professional Engineers in Private Practice | President/Chairman | Not disclosed | Industry advocacy |
| Tobin Center for the Performing Arts | President/Chairman | Not disclosed | Arts governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Southwest Research Institute | Past Chairman of the Board | Current past-chair status referenced |
| Haven for Hope | Vice Chair of the Board | Current |
| UT System Chancellors Council | Chairman of the Executive Committee | Current (2025 proxy lists current chair) |
| UT Cockrell School of Engineering | Distinguished alumnus (2013 induction; 2017 recognition) | Honors |
Board Governance
- Committee memberships (2024): Audit, Compensation & Benefits, Corporate Governance & Nominating; not a committee chair .
- Board independence: Dawson designated independent; Board determined all nominees except the CEO are independent .
- Board meetings and attendance: 5 meetings in 2024; all directors attended 100% of Board/Committee meetings except two who each attended >80% .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting, presided by the Lead Director (Charles W. Matthews) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 5 |
| Compensation & Benefits | Member | 4 |
| Corporate Governance & Nominating | Member | 2 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 101,500 | 105,500 |
| Stock Awards ($) (Deferred Stock Units grant-date fair value) | 79,982 | 84,943 |
| Total ($) | 181,482 | 190,443 |
- 2024 DSU grant: 727 DSUs on April 24, 2024; closing price $116.84 at grant .
- Director fee schedule (effective 2024 review): annual cash retainer $75,000; Audit Member $15,000; Audit Chair $30,000; Compensation Member $10,000; Corporate Governance Member $7,500; Risk Member $10,000; Technology Member $5,000; Lead Director retainer $40,000; annual DSU target value $85,000 .
Performance Compensation
- Directors do not receive performance-based equity; DSUs are fully vested upon grant and settle in common stock upon retirement; no option awards or performance metrics apply to director equity .
| Performance Metric Tied to Director Compensation | Status |
|---|---|
| PSUs/TSR/ROA metrics | None; director equity is DSUs fully vested at grant |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in CFR proxy biography for Dawson |
| Private/non-profit boards | Southwest Research Institute (past chair), Haven for Hope (vice chair), UT System Chancellors Council (Exec Committee chair) |
| Interlocks / related business dealings | Pape-Dawson Consulting Engineers, LLC received $824,581 from Frost Bank for engineering services in 2024; Dawson and family owned 7.7% of the firm at that time . In 2023, payments totaled $309,990; Dawson and family owned 34.60% of the firm at that time . |
| Related-party oversight | Corporate Governance & Nominating Committee reviews related-party transactions; interested committee members abstain; independence assessed against formal standards |
Expertise & Qualifications
- Business operations and management skills; familiarity with human resources issues; extensive community knowledge .
- Civil engineering background; UT Austin B.S. in Civil Engineering; recognized distinguished alumnus and academy inductee .
Equity Ownership
| Measure | As of | Value |
|---|---|---|
| Beneficial ownership (CFR common shares) | March 1, 2024 | 5,606 shares; below 1% of outstanding |
| DSUs outstanding | Dec 31, 2023 | 4,464 |
| DSUs outstanding | Dec 31, 2024 | 5,191 |
| Hedging/pledging | Prohibited under Insider Trading Policy for directors and executive officers | |
| Director stock ownership guideline | Minimum 5× annual cash retainer; includes outright shares, unvested RSUs, DSUs, shares in retirement plans; PSUs excluded; new participants have 5 years to comply |
Compensation Committee Analysis
- Dawson serves on the Compensation & Benefits Committee (member); Committee charter publicly available .
- Independent compensation consultant (Meridian) engaged; independence assessed under SEC Rule 10C-1 and NYSE rules; no services beyond compensation consulting in 2024; representative attended all regular meetings but one .
- No interlocks or insider participation by committee members; some members have ordinary-course customer relationships at Frost with market terms .
Say-on-Pay & Shareholder Feedback
- 2024 “Say-on-Pay” approval: over 97% of votes cast supported executive pay programs .
- Annual frequency recommended for Say-on-Pay voting .
Governance Assessment
- Strengths: Independent status; active service across three core committees; robust executive-session practice led by a seasoned Lead Independent Director; high Board-level attendance; formal anti-hedging/anti-pledging and director ownership guidelines support alignment; strong external validation via 97% Say-on-Pay .
- Potential red flags: Related-party transactions with Pape-Dawson Consulting Engineers increased materially in 2024 ($824,581 vs. $309,990 in 2023), though reviewed under the company’s related-party policy; Board independence standards address property/services relationships and require committee review and abstention where applicable .
- Compensation alignment: Director pay mix is balanced (cash retainer plus DSUs) with DSUs settling at retirement, encouraging longer-term orientation; no performance-linked director equity reduces optics of pay-for-performance but aligns with common bank board practices .