A prominent San Antonio developer and co-founder of Rackspace Technology, Graham Weston, no longer serves on the corporate board overseeing Frost Bank.
Weston’s position on the board of Cullen/Frost Bankers will be filled by an “independent director,” after the number of members on the board shrank from 14 to 12. The board has historically sought to fill a majority of its positions with directors who do not receive substantial sums from the company.
Weston’s financial interests with the company were too tangled to be considered independent, owing to several deals made before his time on the board, which began in 2017 and ended in April of this year when his term expired and he did not stand for reelection. That relationship has been described year after year in company filings with the Securities and Exchange Commission.
The biggest relationship described in the filing comes from the Frost headquarters on West Houston Street, which Weston’s development company Weston Urban built.
The fact that Weston holds a managerial position in WUKDC 1, the company that owns the building, as well as his 21 percent interest in that company, excluded him from the definition of an “independent director” under the rules of the New York Stock Exchange and the bank’s own guidelines.
Under the stock exchange’s rules, a director receiving more than $1 million or 2% of revenue in any of the last three fiscal years is not independent.
Frost Bank has paid WUKDC 1, a partnership between Weston Urban and Dallas-based KDC, about $8.3 million in rent to date.
Weston also holds a 99% indirect interest in property that Frost leases for a drive-thru bank.
The company’s filing in March said management at Cullen/Frost had determined none of the transactions was improper, because they held the same terms as other business deals made around the same time. Weston also was not a director, or a nominee for a director position, at the time the transactions were made.
In April, a month after the company’s filing that disclosed Weston would no longer stand for reelection, Cullen/Frost CEO and President Phillip Green thanked Weston in a letter to stockholders, praising him for his “great work and insights helping us move forward in technology and cybersecurity.”
Weston served as the chairman for the board’s technology committee. A spokesperson for Frost Bank cited “considerable technological upgrades” made during Weston’s tenure.
Weston was paid $141,250 for his work on the board last year, including $70,000 in stock awards.
Weston, in addition to co-founding Rackspace, helped found Geekdom, a tech-oriented coworking space and startup hub. He also supports charitable work through the 80/20 Foundation.
Weston declined through a spokesperson to comment for this story.
Graham Weston’s 80/20 Foundation is a financial supporter of the San Antonio Report. For a full list of business members, click here.