Rackspace co-founder Graham Weston no longer a director San Antonio-based Frost Bank’s parent company

“Graham is an awesome director for us, but he was not able to be an independent director because he’s my landlord,” Green said Thursday.

Weston did not respond to an email requesting comment.

Prior to Weston joining Cullen/Frost’s board in 2017, his company — Weston Urban — entered into a deal to build the bank’s headquarters building. He is a managing member of the building owner’s general partner.

On ExpressNews.com: With economy reopening, San Antonio’s Frost Bank sees surge in 2Q profits

Weston holds a 21 percent indirect ownership interest in the building’s owner. That’s why he was not deemed an independent director within the meaning of New York Stock Exchange rules, Cullen/Frost reported in a regulatory filing earlier this year.

NYSE rules say a director is not independent if he or she has received payments from the public company in an amount that exceeds the greater of $1 million, or 2 percent of revenue, in any of the last three fiscal years.

Frost has made $8.3 million in lease payments on its headquarters to the building owner. The bank will pay $180.4 million over the remaining term of the lease.

Weston, 57, was the youngest member of Cullen/Frost’s board and served as the chair of its technology committee, overseeing information technology projects and security.

“He did a fantastic job for us and really helped move us forward in the area of technology, which is really his area of expertise,” Green said. “I look at where we are now, governance-wise and organization-wise, compared to where we were…. We just made a lot of progress.”

Cullen/Frost has disclosed its various transactions with Weston in regulatory filings in previous years, but Green said Weston’s independence became more of an issue this year with the size of the board shrinking. It’s down to 12 directors from 14, he said.

“We needed everyone to participate fully,” Green said.

Ultimately, Weston did not stand for reelection to the board and his term simply expired in April.

As for how Weston reacted when asked to step aside, Green said he was “very understanding.”

On ExpressNews.com: San Antonio-based Rackspace cuts 10 percent of workforce

Weston earned $141,250 serving on the board last year, a figure that included $70,000 in stock awards.

Last year, Weston spent $2 million to acquire 29,400 Cullen/Frost shares — pushing his holdings to more than 164,000 shares. His Trout Capital Ltd. acquired 29,400 shares at prices ranging from $67.06 to $69.44 each.

“Frost has the strongest banking franchise in Texas,” Weston said in an email at the time, explaining why he bought the shares. “The stock seldom is sold at a discount!”