United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2024
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Group Executive Vice President and Chief Financial Officer
As previously disclosed on a Form 8-K filed on July 1, 2024, Cullen/Frost Bankers, Inc. (the "Company") announced that Dan Geddes will be appointed to the position of Group Executive Vice President and Chief Financial Officer effective as of January 1, 2025.
On October 29, 2024, the Compensation and Benefits Committee of the Board of Directors of the Company approved Mr. Geddes' compensation arrangements. Effective as of January 1, 2025, Mr. Geddes will receive the following compensation: (1) an annual base salary of $500,000; (2) participation in the Company's annual performance based cash incentive plan, with a target bonus opportunity of 80% of his base salary; (3) an annual long-term incentive award with a grant date fair value targeted at 100% of his base salary comprised of 75% time-based restricted stock units that cliff vest on the third anniversary of the grant date and 25% performance based stock units that have a three-year performance period, (4) participation in the Change in Control Severance Plan, (5) participation in other benefit plans and perquisites for executive officers including the 401(k) Plan and Thrift Incentive Plan. Also, in connection with his promotion and consistent with the timing of the Company’s annual grant cycle, Mr. Geddes received an equity grant valued at $500,000 as of the grant date of October 29, 2024. Further information about the Company’s executive compensation, incentive plans, Change in Control Severance Plan, and benefits are described in more detail in our 2024 Proxy Statement filed with the Securities and Exchange Commission on March 8, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CULLEN/FROST BANKERS, INC. | ||||||||
| By: | /s/ Jerry Salinas | |||||||
| Jerry Salinas | ||||||||
| Group Executive Vice President and Chief Financial Officer | ||||||||
| (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) | ||||||||
| Dated: | November 1, 2024 | |||||||
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