DEF 14A of Fulton Financial Corp
Filed Apr 1, 2024 · FY20230001206774-24-000322
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MONDAY, MAY 20, 2024 AT 10:00 A.M. EASTERN TIME
| Stock Ownership Guidelines | 41 | | Clawback Policies | 41 | | Tax Deductibility of Compensation Expense | 42 | | CEO Pay Ratio Disclosure | 42 | | HR Committee Report | 42 | | Summary Compensation Table | 43 | | Grants of Plan-Based Awards | 45 | | 2023 Outstanding Equity Awards at December 31, 2023 | 46 | | 2023 Option Exercise and Stock Vested | 47 | | 2023 Non-Qualified Deferred Compensation | 47 | | Employment Agreements, Severance and Change in Control Payments | 48 | | Potential Payments on Termination and Change in Control | 48 | | 2023 NEO Change in Control and Termination Table | 51 | | 2023 Pay Versus Performance Disclosure | 53 | | Pay Versus Performance Disclosure | 53 | | Pay Versus Performance Table | 53 | | Performance Measures Used to Link Company Performance and CAP | 54 | | Pay Versus Performance Charts | 55 | | PROPOSAL 3 – RATIFICATION OF INDEPENDENT AUDITOR | 56 | | Proposal | 56 | | Vote Required | 56 | | Relationship With Independent Public Accountants | 57 | | Independent Auditor | 57 | | Fees | 57 | | Audit Committee Pre-Approval Policies and Procedures | 57 | | Audit Committee Report | 58 | | MEETING AND OTHER INFORMATION | 59 | | Date, Time and Place of the Annual Meeting | 59 | | Notice of Internet Availability of Proxy Materials | 59 | | Information Contained in Proxy Statement | 59 | | Shareholders Eligible to Vote and Attend the Annual Meeting | 59 | | Shares Eligible to be Voted | 59 | | Vote Required | 59 | | Quorum Requirement | 60 | | Broker Non-Votes | 60 | | How to Vote | 60 | | Revoking or Changing Your Vote | 60 | | The Cost of the Proxy Solicitation | 61 | | How to Obtain Fulton’s Corporate Governance Information | 61 | | Sign Up for Electronic Delivery | 61 | | COMPANY DOCUMENTS AND OTHER MATTERS | 61 | | Shareholder Proposals | 61 | | Procedure for Shareholder Nominations | 61 | | Annual Report | 62 | | Householding of Proxy Materials | 62 | | Other Matters | 62 | | NON-GAAP RECONCILIATIONS | Annex A |
Director Nominees
Director Nominees The Board nominates the following 11 director nominees for election to the Board for a one-year term:
Director Nominees
| • Jennifer Craighead Carey • Steven S. Etter • Curtis J. Myers • Ronald H. Spair | • Lisa Crutchfield • George K. Martin • Antoinette M. Pergolin • E. Philip Wenger | • Denise L. Devine • James R. Moxley III • Scott A. Snyder |
Director Nominees
The NCG Committee recommended, and the Board approved, the nomination of the above individuals. The Board is currently comprised of 11 directors, all of whom were previously elected at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) and serve on the Fulton Bank, N.A. (“Fulton Bank”) board of directors (the “Fulton Bank Board”). If elected at the Annual Meeting, the Board has no reason to believe that any of the director nominees will be unable to accept nomination or serve as a director.
Director Nominees
| | The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees. |
Voting for Director Nominees
Voting for Director Nominees Vote Required The 11 candidates receiving the highest number of votes cast at the Annual Meeting will be elected to the Board. Abstentions and broker non-votes will be counted as present at the Annual Meeting if such shares were voted on at least one non-procedural matter, but abstentions and broker non-votes will not be counted as votes cast in the election of directors. Resignation Policy In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation. The NCG Committee will consider the tendered resignation and recommend to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the shareholder vote. There is no cumulative voting for our directors.
Director Nominees
Director Nominees The biographies of each of our director nominees, as of the date of this Proxy Statement, are set forth below.
Director Nominees
| Director Since: 2019 Age: 55 Committees: • Risk (Chair) | JENNIFER CRAIGHEAD CAREY – Director Managing partner of Barley Snyder LLP (“Barley Snyder”) since January 2024. Partner at Barley Snyder since 2001 and chaired Barley Snyder’s Employment Law group from 2005 to 2019. Other Directorships and Positions • Member, High Holdings Corporation Board of Directors (2021-present) • Member, High Industries Leadership Development & Compensation Committee (2023-present) • Member, Lancaster City Alliance (2019-present) • Member, Advisory Board for Millersville University’s College of Arts, Humanities and Social Sciences (2023-present) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Ms. Craighead Carey has extensive legal, risk management, and human capital experience. In addition, she is familiar with the markets in which Fulton operates. | | Director Since: 2014 Age: 61 Committees: • HR (V-Chair) • NCG | LISA CRUTCHFIELD – Independent Director Managing principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm serving the energy industry. Ms. Crutchfield has served as a consultant to the energy industry since 2012. Other Directorships and Positions • Member, Fortis Inc. Board of Directors (TSX/NYSE: FTS) (2022-present) • Member, Vistra Energy Board of Directors (NYSE: VST) (2020-present) • Member, Buckeye Energy Holdings LLC Board of Directors (2020-present) • Member, Somos, Inc. Board of Directors (2023-present) • Member, Unitil Corporation Board of Directors (NYSE: UTL) (2012-2022) • Member, Fulton Bank Board (2014-present) • National Association of Corporate Directors (“NACD”) Board Leadership Fellow (2019-present) Directorship Qualification Highlights Ms. Crutchfield has substantial experience leading corporate teams and has extensive knowledge of the financial services industry. Ms. Crutchfield began her career as a commercial and investment banker. Ms. Crutchfield brings expertise in public board service, risk management, regulation and compliance. | | Director Since: 2012 Age: 68 Committees: • Audit (Chair) • Executive (V-Chair) • Risk | DENISE L. DEVINE – Independent Director Founder and Chief Executive Officer of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space since 2014. Other Directorships and Positions • Member, SelectQuote Board of Directors (NYSE: SLQT) (2020-present) • Member, AgroFresh Solutions, Inc. Board of Directors (Nasdaq: AGFS) (2018-2023) • Member, Cubic Corporation Board of Directors (NYSE: CUB) (2019-2021) • Member, Ben Franklin Technology Partners of Southeastern PA Board (2016- present) • Member, Ben Franklin Technology Development Authority Board (2018-present) • Member, Fulton Bank Board (2012-present) • NACD Board Leadership Fellow (2016-present) Directorship Qualification Highlights Ms. Devine is a certified public accountant. Ms. Devine has substantial management, business, public company and financial experience. |
Director Nominees
| Director Since: 2019 Age: 70 Committees: • NCG • HR | STEVEN S. ETTER – Independent Director Former President and Chief Executive Officer of the Harrisburg News Company, a regional magazine, book and newspaper wholesale distribution company since 1998. After being acquired by the Hudson News in 2014, Mr. Etter served as President of their Middle Atlantic Division until his retirement in 2020. Other Directorships and Positions • Member, University of Miami’s President’s Council (2014-present) • Member and Emeritus Director of the Whitaker Center for Science and the Arts (2001-present) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Mr. Etter has extensive business skills, financial expertise and regional market knowledge. | | Director Since: 2021 Age: 70 Committees: • NCG (V-Chair) • Risk | GEORGE K. MARTIN – Independent Director Former senior partner of McGuireWoods LLP (“McGuireWoods”). From 2009 to 2021, Mr. Martin served as the managing partner of McGuireWoods’ largest office. Mr. Martin became a partner with McGuireWoods in 1990 and practices construction and commercial real estate law. Mr. Martin previously served in various firm management capacities, including service on the recruiting committee, advisory board, pension committees and McGuireWoods Consulting Oversight Committee. Other Directorships and Positions • Member, University of Virginia Investment Management Corporation Board (2023-present) • Member, Housing Development Law Institute Board (1991-present) • Member, University of Virginia School of Architecture Foundation Board (2011-present) • Member, Jefferson Scholars Foundation Board (2015-2022) • Member, Governing Council at the University of Virginia’s Miller Center (Vice Chair) (2019-present) • Adjunct professor at the University of Virginia School of Law (2020-present) • Member, Fulton Bank Board (2016-present) Directorship Qualification Highlights Mr. Martin has substantial senior leadership, legal, real estate and risk management experience. | | Director Since: 2015 Age: 63 Committees: • Executive (Chair) • Audit • HR | JAMES R. MOXLEY III – Independent Director and Lead Director Principal of Security Development Corporation, a Washington-Baltimore real estate land development company engaged primarily in retail and multifamily projects since 1992. Other Directorships and Positions • Trustee, Johns Hopkins Medicine – Howard County Medical Center (2021-present) • Trustee, Howard Hospital Foundation (2014-2022) • Founding Director, Real Estate Charitable Foundation of Maryland (2015-present) • Chair, Duke University Library Advisory Board (2022-present); Member (2017-present) • Member, Board of Visitors of Duke Law School (2017-2023) • Trustee Emeritus, Glenelg Country School (1996-present) • Member, Fulton Bank Board (2019-present) • NACD Board Leadership Fellow (2017-present) Directorship Qualification Highlights Mr. Moxley has extensive business, tax and legal experience related to the acquisition, financing and development of commercial and residential real estate. |
Director Nominees
| Director Since: 2019 Age: 55 Committees: • Executive • Risk (ex-officio) | CURTIS J. MYERS – Chairman and Ceo Chairman and CEO of Fulton since January 1, 2023. President of Fulton from 2018 to 2023. President and Chief Operating Officer of Fulton Bank from 2009 to 2023. Mr. Myers became an executive officer of Fulton in 2013 and has held a number of executive and management level positions with Fulton Bank since 1990. Other Directorships and Positions • Member, Operation HOPE Global Board of Advisors (2023-present) • Member, Economic Development Company of Lancaster County Board (2021-present) • Member, ABA Stonier Graduate School of Banking Advisory Board (2020-present) • Member, IREX Corporation and North Lime Holdings Corporation Board (2021-present) • Member, Salvation Army, Lancaster, Pennsylvania (1995-present) • Member, Fulton Bank Board (2009-present) Directorship Qualification Highlights Mr. Myers has substantial banking experience, market knowledge, executive leadership and financial expertise. | | Director Since: 2022 Age: 60 Committees: • Audit (V-Chair) • Risk | ANTOINETTE M. PERGOLIN – Independent Director President and Chief Executive Officer of Bancroft, a New Jersey non-profit for over 15 years that is a leading regional non-profit provider of programs and services for individuals with autism, intellectual and developmental disabilities and those in need of neurological rehabilitation. Other Directorships and Positions • Member and Chairwoman, Peirce College Board of Trustees (2016-present) • Member, Inspira Health Network, Inc. Board of Trustees (2021-present) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Ms. Pergolin has extensive experience in senior leadership, governance, investment, human resources, accounting and finance. | | Director Since: 2016 Age: 58 Committees: • NCG (Chair) • Risk (V-Chair) • Executive | SCOTT A. SNYDER – Independent Director Chief Digital Officer at EVERSANA, a leading provider of global commercial services to the life sciences industry since 2021. Prior to that, Mr. Snyder was the Global Head of Digital and Innovation at Heidrick Consulting between 2018 and 2020 and Senior Vice President, Managing Director, and Chief Technology and Innovation Officer for Safeguard Scientifics, Inc. (NYSE: SFE) from 2016 to 2018. Other Directorships and Positions • Senior Fellow, Management Department at Wharton School (2003-present) • Adjunct faculty member, School of Engineering and Applied Science, University of Pennsylvania (1997-present) • Member, Wellhive Advisory Board (2020-present) • Member, Modus Create Advisory Board (2022-present) • Member, Fulton Bank Board (2019-present) Directorship Qualification Highlights Dr. Snyder has substantial experience in technology, the development of digital solutions, mobile business strategy and mobile security. |
Director Nominees
| Director Since: 2015 Age: 68 Committees: • HR (Chair) • Audit • Executive | RONALD H. SPAIR – Independent Director Retired Chief Financial Officer, Chief Operating Officer and a member of the Board of Directors of OraSure Technologies, Inc. (“OraSure”) (Nasdaq: OSUR), a diagnostic and medical device company headquartered in Bethlehem, Pennsylvania. Mr. Spair served on the Board of Directors of OraSure from 2006 to 2018 and as executive officer of OraSure from 2001 to 2018. Other Directorships and Positions • Member, Fulton Bank Board (2019-present) Directorship Qualification Highlights Mr. Spair is a certified public accountant. Mr. Spair has substantial public company, mergers and acquisitions, development and licensing transactions and corporate finance experience. | | Director Since: 2009 Age: 66 Committees: • Risk | E. PHILIP WENGER – Director Chairman and CEO of Fulton since 2013 and retired effective December 31, 2022. Mr. Wenger served as President from 2008 to 2017 and Chief Operating Officer of Fulton from 2008 to 2012 in addition to other positions since 1979. Other Directorships and Positions • Member, Burnham Holdings, Inc. Board of Directors, (2019-present) • Member, Operation HOPE Global Board of Advisors (2017-2022) • Member, the Pennsylvania Chamber of Commerce Board of Directors (2013-present) • Member, Penn State Harrisburg Board of Advisers (2016-present) • Member, Attallo Board Chair (2023-present) • Member, Fulton Bank Board (2003-2009; 2019-present) Directorship Qualification Highlights Mr. Wenger has extensive knowledge of banking operations after more than 40 years in the financial services industry. |
Executive Officers Who are Not Serving as Directors
Executive Officers Who are Not Serving as Directors The biographies of each of our executive officers who are not directors of Fulton, as of the date of this Proxy Statement, are set forth below.
Executive Officers Who are Not Serving as Directors
| Year of Hire: 1994 Age: 63 | BETH ANN L. CHIVINSKI – Senior Executive Vice President and Interim Chief Financial Officer Senior Executive Vice President and Interim Chief Financial Officer since February 2024. Previously, Ms. Chivinski served as Senior Executive Vice President and Chief Risk Officer from 2016 to 2024. Ms. Chivinski also served as Chief Audit Executive from 2013 to 2016 and was promoted to Senior Executive Vice President of Fulton in 2014. Ms. Chivinski served as Controller and Chief Accounting Officer from 1994 to 2013, having been promoted to Executive Vice President in 2004. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 2018 Age: 52 | ANDY B. FIOL – Senior Executive Vice President and Head of Consumer Banking Appointed Senior Executive Vice President and Head of Consumer Banking effective January 1, 2023. Mr. Fiol previously served as Senior Executive Vice President and Head of the Consumer & Small Business Bank since 2022. Mr. Fiol joined Fulton as Director of Consumer & Small Business Channel, Segment and Product in 2018. Prior to joining Fulton, he served as an executive in various roles at both Capital One Bank from 2011 to 2018 and prior to that at Bank of America. He has more than 20 years of experience in the financial services industry. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 2021 Age: 49 | NATASHA R. LUDDINGTON – Senior Executive Vice President, Chief Legal Officer and Corporate Secretary Senior Executive Vice President, Chief Legal Officer and Corporate Secretary since 2021. Ms. Luddington became the Senior Executive Vice President, Chief Legal Officer and Corporate Secretary Designee in October 2021. Prior to joining Fulton, Ms. Luddington served in various positions, including Interim General Counsel and Senior Vice President, Associate General Counsel at Pacific Western Bank from 2014 to 2021. Ms. Luddington served in various roles in CapitalSource Bank’s legal department from 2007 to 2014. Ms. Luddington has more than 25 years of legal experience. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 2015 Age: 44 | ATUL MALHOTRA – Executive Vice President and Chief Risk Officer Executive Vice President and Chief Risk Officer since February 2024. Mr. Malhotra served as Fulton’s Managing Director of Enterprise Risk Management from November 2015 to February 2024. Mr. Malhotra previously served as a regulatory and risk strategy consultant for various publicly traded companies, including large, global financial institutions. Mr. Malhotra has more than 20 years of enterprise risk experience in the financial services industry. | | Year of Hire: 1996 Age: 60 | MEG R. MUELLER – Senior Executive Vice President and Head of Commercial Banking Senior Executive Vice President and Head of Commercial Banking since 2018. Ms. Mueller served as Chief Credit Officer from 2010 to 2017. Ms. Mueller was promoted to Senior Executive Vice President of Fulton in 2013 and has been employed by Fulton in a number of positions since 1996. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 1992 Age: 56 | ANGELA M. SARGENT – Senior Executive Vice President and Chief Information Officer Senior Executive Vice President and Chief Information Officer since 2013. Ms. Sargent served as Executive Vice President and Chief Information Officer from 2002 to 2013 and has been employed by Fulton in a number of positions since 1992. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 2002 Age: 59 | ANGELA M. SNYDER – President President of Fulton since January 2024. Ms. Snyder served as Chief Banking Officer from January 2022 to December 2023. Ms. Snyder was Senior Executive Vice President and Head of Consumer Banking from 2018 to 2022. Ms. Snyder joined Fulton in 2002 as President of Woodstown National Bank. Ms. Snyder served as Chairwoman, President, and Chief Executive Officer of Fulton Bank of New Jersey until 2019. Ms. Snyder has more than 30 years of experience in the financial services industry. | | Year of Hire: 2023 Age: 54 | KARTHIK K. SRIDHARAN – Senior Executive Vice President and Chief Operations and Technology Officer Senior Executive Vice President and Chief Operations and Technology Officer since June 2023. Mr. Sridharan previously served as Executive Vice President and Chief Information Officer of OceanFirst Bank from 2019 to 2023. Mr. Sridharan was the Chief Technology Officer, Enterprise Operations and Technology at Citigroup from 2011 to 2019. Mr. Sridharan brings more than 20 years of experience with Fortune 500 companies including Microsoft, Bank of America, JP Morgan Chase, and Citigroup as Chief Information Officer, Chief Technology Officer, Director of Global Operations, and SVP, Global Technology. |
Executive Officers Who are Not Serving as Directors
| Year of Hire: 1994 Age: 62 | BERNADETTE M. TAYLOR – Senior Executive Vice President and Chief Human Resources Officer Senior Executive Vice President and Chief Human Resources Officer since 2015. Dr. Taylor served as Executive Vice President of employee services, employment and director of human resources prior to her promotion in 2015 to Chief Human Resources Officer. Dr. Taylor joined Fulton in 1994 as the Corporate Training Director. |
Executive Officers Who are Not Serving as Directors
| CORPORATE GOVERNANCE AND BOARD MATTERS |
Information about Director Nominees, Directors and Independence Standards
Information about Director Nominees, Directors and Independence Standards Independence Standards The Board determined that eight of Fulton’s 11 director nominees are “independent” within the meaning of the director independence standards of the Nasdaq Stock Market LLC (“Nasdaq”) listing standards and Securities and Exchange Commission (“SEC”) rules and regulations. Specifically, the Board determined that director nominees Messes. Crutchfield, Devine and Pergolin and Messrs. Etter, Martin, Moxley, Snyder and Spair met the Nasdaq listing standards and SEC rules and regulations with respect to independent director requirements. Each of the current members of the Audit, HR and NCG Committees meet the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. In reviewing director independence, the Board considered the relationships and other arrangements, if any, of each director nominee. The relationships and transactions reviewed and considered are more fully described in the “Related Person Transactions” section on page 23. Lead Director The Guidelines provide that the Board must include a Lead Director, and the Board determined a combined Chairman and CEO position is appropriate for Fulton. This structure permits the CEO to manage Fulton’s daily operations and provides a single voice for Fulton. Fulton believes that the separation of these roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and CEO position. The Board designates for a term of at least one year the independent, non-employee director who will lead the non-employee directors’ executive sessions and preside at all Board meetings at which the Chairman is not present. The Lead Director will, among other things:
Information about Director Nominees, Directors and Independence Standards
| ● | serve as a liaison between the Chairman and the independent directors; |
Information about Director Nominees, Directors and Independence Standards
| ● | approve information sent to the Board; |
Information about Director Nominees, Directors and Independence Standards
| ● | approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; and |
Information about Director Nominees, Directors and Independence Standards
| ● | have the authority to call meetings of the independent directors. |
Information about Director Nominees, Directors and Independence Standards
Mr. Moxley has served as the Lead Director and independent Executive Committee Chair since June 2018. Executive Sessions In 2023, the Fulton independent directors met three times in executive session without management present. Fulton’s Lead Director presided over the executive sessions. Board and Committee Evaluations The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The self-evaluations are designed to encourage open and candid feedback with respect to the effectiveness of the Board and its committees and the effectiveness of each of its members. The NCG Committee creates the annual process to elicit feedback from the individual Board and committee members to enhance Board and committee effectiveness. The NCG Committee annually reports to the Board the results of these self-evaluations, and the Board and each committee discuss their respective self-evaluations. Annual CEO Performance Evaluation Each year, the non-employee directors and the HR Committee review the CEO’s performance over the past year in light of Fulton’s performance and strategic goals and objectives. CEO and Executive Succession Planning Succession planning for the CEO and other key executive officers is one of the Board’s key responsibilities. At least annually, the Board reviews and approves the CEO and other key executive officer succession plans. The CEO succession plan is reviewed semi-annually with the HR Committee. The Chief Human Resources Officer reviews the succession planning process used by management to identify NEO successors. Outside Directorships Fulton values the experience our directors bring from other boards on which they serve, but we encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation and effectiveness on these boards. Pursuant to the Guidelines, no director may serve on more than four total public company boards, including the Board. Contacting the Board A Fulton shareholder can contact the Board by writing to: Board of Directors, Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, Pennsylvania 17604. The Chairman will determine further distribution of written communications based on the nature of the communication.
Director Compensation
Director Compensation The compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexity and business model. The Board reviews Fulton’s non-employee director compensation on an annual basis with the assistance of the HR Committee. Elements of Director Compensation Non-employee directors receive a combination of a cash retainer and equity compensation for service on the Board and its committees. Fulton-employed directors do not receive individual meeting fees or other director-related compensation. In 2023, Fulton granted equity awards in the form of restricted stock units to its non-employee directors pursuant to the Director Equity Plan. These restricted stock units vest one year after their grant date. Fulton reimburses directors for Board-related expenses and provides non-employee directors with a $50,000 term life insurance policy. Certain directors participate in Fulton’s Deferred Compensation Plan (the “DCP”) that allows a director to elect to defer a portion of his or her cash director fees. Annual cash retainers are paid in quarterly installments. Below is the amount of compensation paid to non-employee directors in 2023:
Director Compensation
| 2023 Fees | Payment Amounts | | Annual director retainer | $70,000 in cash | | Annual retainer paid to the Lead Director | $30,000 in cash | | Annual retainer paid to committee chairpersons(1) | $17,500 in cash | | Annual equity retainer(2) | $80,000 |
Director Compensation
_____________________________ (1) A cash retainer is not paid to the chairperson of the Executive Committee. (2) The number of restricted stock units awarded was based on the June 1, 2023 grant date closing price per share of Fulton’s common stock rounded up to the next whole share. The restricted stock units accrue dividend equivalents and vest one year after the grant date.
2023 Director Compensation
2023 Director Compensation The following table details the compensation paid to each 2023 Fulton non-employee director:
2023 Director Compensation
| 2023 DIRECTOR COMPENSATION TABLE |
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Jennifer Craighead Carey | 80,938 | 80,000 | 160,938 | | Lisa Crutchfield | 76,563 | 80,000 | 156,563 | | Denise L. Devine | 87,500 | 80,000 | 167,500 | | Steven S. Etter | 70,000 | 80,000 | 150,000 | | George W. Hodges(2) | 29,167 | - | 29,167 | | George K. Martin | 70,000 | 80,000 | 150,000 | | James R. Moxley III | 100,000 | 80,000 | 180,000 | | Antoinette M. Pergolin | 70,000 | 80,000 | 150,000 | | Scott A. Snyder | 87,500 | 80,000 | 167,500 | | Ronald H. Spair | 80,938 | 80,000 | 160,938 | | Mark F. Strauss(2) | 35,729 | - | 35,729 | | E. Philip Wenger | 70,000 | 80,000 | 150,000 |
2023 Director Compensation
_____________________________ (1) The amounts in this column consist of a $80,000 stock award granted on June 1, 2023 under the Director Equity Plan consisting of 6,909 restricted stock units having a grant date fair value of $11.58 per share, the closing price of Fulton common stock on the grant date. These stock awards vest on June 1, 2024. (2) Messrs. Hodges and Strauss retired at the 2023 Annual Meeting.
Executive Summary
| 2023 Executive Compensation Highlights | | Performance-Based Compensation: 58% of CEO total target compensation was performance-based. Say-on-Pay Results: Approximate 96.41% approval of our executive compensation program. Annual Incentive Results: Paid out at 50% of target. Long-Term Incentives (“LTI”): Granted in the form of performance shares that vest based on relative total shareholder return (“TSR”) and pre-determined profit targets. 2020 Long-Term Performance-Based Awards Results: The equity awards granted in 2020 vested in 2023 based on the following performance goals: (i) the TSR award relative to peers was at the 42.86 percentile resulting in a 78.57% TSR payout and (ii) the return on average assets (“ROA”) (one year) goal was 0.732% resulting in a 108.45% ROA award payout as percentage of target. |
Pay for Performance
| • | The annual incentive bonus awards are earned by our executives for the achievement of short-term performance goals and how well we perform relative to the industry and our peers. The amount paid is tied to the level of achieved performance, with higher payout levels reflecting superior performance. | | • | Our long-term, performance-based equity awards reward our executives for achieving long-term performance goals while contributing to increased shareholder value. A portion of our long-term incentive awards are also tied to our performance relative to our peer group. |
Compensation Consultant
Compensation Consultant In 2023, the HR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook performed a variety of assignments during 2023, including: (i) conducting an NEO compensation market analysis, (ii) designing our executive compensation program including our annual cash incentive compensation awards (“VCP”) and equity awards, (iii) reviewing our director compensation program and (iv) providing general compensation advice regarding our NEOs. As part of FW Cook’s 2023 engagement, the HR Committee also instructed FW Cook to compare Fulton’s current compensation practices and executive compensation programs to our peers, evolving industry best practices and regulatory guidance. In 2023, FW Cook and its affiliates did not provide any services to Fulton or its affiliates other than FW Cook’s services as independent compensation consultant. The HR Committee considered the independence of FW Cook for the 2023 engagement in light of SEC rules and Nasdaq listing standards related to compensation committee consultants. The HR Committee concluded that the work performed by FW Cook did not raise any conflict of interest and it further concluded that FW Cook satisfied SEC rules and Nasdaq listing standards with respect to compensation committee consultants.
2023 Peer Group
2023 Peer Group As part of its annual review of our executive compensation program, the HR Committee, with FW Cook’s assistance, established a peer group (the “2023 Peer Group”), based on a number of factors, including asset size, revenue composition, number of employees, market capitalization, geographic location, business model and composition of shareholder base. The HR Committee considered the 2023 Peer Group data, as well as other relevant data provided by FW Cook, in establishing 2023 base salaries, 2023 annual cash incentive compensation awards (“VCP Awards”) and setting long-term equity award levels granted in the form of performance shares (“Performance Shares”). The HR Committee removes peer group companies upon the announcement that a peer group company is being acquired or is involved in a significant merger and acquisition (“M&A”) transaction. The 2023 Peer Group is set forth below:
2023 Peer Group
| 2023 Peer Group |
2023 Peer Group
| Atlantic Union Bankshares Corporation | Old National Bancorp | Umpqua Holdings Corporation(1) | | Cadence Bank | Prosperity Bancshares, Inc. | United Bankshares, Inc. | | Commerce Bancshares, Inc. | Provident Financial Services, Inc. | United Community Banks, Inc. | | F.N.B. Corporation | Simmons First National Corporation | Valley National Bancorp | | Hancock Whitney Corporation | Trustmark Corporation | Wintrust Financial Corporation | | Independent Bank Corp. | UMB Financial Corporation | WSFS Financial Corporation | | Northwest Bancshares, Inc. | | |
2023 Peer Group
(1) Ceased to be used as a 2023 Peer Group member when it was acquired by Columbia Banking System, Inc. in 2023.
Annual Cash Incentives – VCP Awards
Annual Cash Incentives – VCP Awards Overview The HR Committee uses a scorecard approach to determine the VCP Award funding level, which we also refer to as the VCP payout. The HR Committee retains discretion to increase or decrease any VCP Award subject to a cap on individual awards of 200% of the target award. 2023 Scorecard Performance Metrics In March 2023, the HR Committee approved the scorecard performance metrics for the 2023 VCP Awards (the “2023 Scorecard”) which calculates each metric as a score ranging from 0 to 5. The 2023 Scorecard included key objectives in the following three categories: “Financial Results,” “Risk Management” and “Business Objectives.” The HR Committee believes each of these objectives is a key driver of Fulton’s performance and aligns Fulton and its NEOs’ focus on continued long-term value creation. In establishing the 2023 Scorecard, the HR Committee set the performance goals and metrics prior to the impact of the rising interest rate and inflationary environment together with the increased pressure on funding costs, particularly deposit pricing that the industry began to experience in late 2022 and early 2023. The 2023 Scorecard was approved before the extraordinary industry events in the Spring of 2023 that resulted in the failures of Silvergate Bank, Silicon Valley Bank, First Republic Bank and Signature Bank. Following the extraordinary events of the Spring of 2023, the HR Committee considered the potential of setting aside the formula-based VCP Award framework due to the significant uncertainty that the convergence of these events caused across the industry with respect to 2023 financial planning. The HR Committee continued to discuss proceeding in a manner consistent with past practices with respect to the formula-based program and relative weightings of the various performance metrics focused on Financial Results, Risk Management and Business Objectives, and the use of the Board-approved financial plan as the basis for performance targets. With the assistance of FW Cook, the HR Committee actively monitored the broader environment with respect to executive compensation and the treatment of 2023 annual cash incentive awards by peers and the market generally. The HR Committee reserved the ability to exercise discretion with respect to the ultimate VCP Awards to reflect appropriate outcomes for Fulton, our NEOs and our shareholders. Our 2023 performance goals and relative weightings, as reflected in our 2023 Scorecard, were as follows:
Annual Cash Incentives – VCP Awards
| 2023 Scorecard Matrix | | | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | | | Financial Results | Score Rating | 0 | 1 | (Threshold) 2 | (Target) 3 | 4 | (Max) 5 | Weight | | | Adjusted EPS | < = $1.700 | $1.800 | $1.900 | $2.000 | $2.100 | = > $2.200 | 30% | | | Adjusted ROE | < = 11.246% | 11.907% | 12.569% | 13.230% | 13.892% | = > 14.553% | 20% | | | Adjusted Operating Expense/ Average Assets | = > 2.580% | 2.520% | 2.460% | 2.400% | 2.340% | < = 2.280% | 15% |
Annual Cash Incentives – VCP Awards
| Risk Management | | Weight | | | Capital, Liquidity, Management, Market Risk and Consumer Compliance | 10% | | | Asset Quality: Non-performing Assets to Total Assets | 10% | | Business Objectives | | Weight | | | 2023 Company-wide Employee Engagement Index (All Employees) | 7.5% | | | 2023 Company-wide Employee Engagement Index (Employees of Color) | 7.5% |
Annual Cash Incentives – VCP Awards
(1) Interpolated on a straight-line basis. Target VCP Opportunities In February 2023, the HR Committee approved the target VCP opportunities for each NEO with a payout range of 0% to 200% of target based on performance achievement against pre-established goals. In addition to this payout range, the HR Committee has the ability to modify individual payouts based on its holistic evaluation of Company and individual performance. The application of any modifier for an NEO would be informed by tailored individual goals without any specific weighting. The following table shows each NEO’s VCP opportunity range:
Annual Cash Incentives – VCP Awards
| 2023 VCP Award Matrix | | | | | NEO | Payment as a % of 2023 Eligible Earnings(1) | | | | | VCP Threshold (50% of Target) Scorecard Result | VCP Target (100% of Target) Scorecard Result | VCP Maximum (200% of Target) Scorecard Result | | Curtis J. Myers | 45% | 90% | 180% | | Mark R. McCollom | 35% | 70% | 140% | | Angela M. Snyder | 35% | 70% | 140% | | Meg R. Mueller | 25% | 50% | 100% | | Beth Ann L. Chivinski | 25% | 50% | 100% |
Annual Cash Incentives – VCP Awards
(1) For purposes of determining VCP Awards, eligible earnings are the actual 2023 base salary earnings paid to the NEOs. VCP Payout Potential In determining the VCP payout potential for each NEO, the HR Committee approved the following 2023 Scorecard composite (“2023 Scorecard Composite”) score performance metrics:
Annual Cash Incentives – VCP Awards
| VCP Scorecard Composite Score | VCP Payout Potential(1) | | Threshold – Composite Score of 2 | 50% | | Target – Composite Score of 3 | 100% | | Maximum – Composite Score of 5 | 200% | | _____________________ | | | (1) Payouts are interpolated on a straight-line basis. | |
Annual Cash Incentives – VCP Awards
Minimum Adjusted ROE and Net Income Requirement Annual VCP Awards are subject to financial performance thresholds. Regardless of the achievement of the performance goals, no VCP Award is paid unless Fulton achieves both a pre-determined Adjusted ROE (as defined below) performance threshold and a pre-determined net income goal. For 2023, the HR Committee determined that Fulton must achieve an Adjusted ROE of at least 10.58% and positive net income as a condition to any VCP Award being paid. In February 2024, the HR Committee evaluated the two criteria and determined:
Annual Cash Incentives – VCP Awards
| • | 2023 Adjusted ROE(1) performance of 11.612% was above the 2023 Adjusted ROE threshold; and | | • | 2023 net income for the year of $274 million satisfied the positive net income goal. | | ________________________ | | | (1) Non-GAAP financial measure. For more information regarding the calculation of non-GAAP financial measures included in this section, please refer to the section titled “Non-GAAP Reconciliations” included in Annex A to this Proxy Statement. | |
Annual Cash Incentives – VCP Awards
2023 Scorecard Results The following table shows Fulton’s actual 2023 results with respect to the 2023 Scorecard:
Annual Cash Incentives – VCP Awards
| Final 2023 Scorecard Matrix | | | | | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | | | | | Financial Results | Score Rating | 0 | 1 | (Threshold) 2 | (Target) 3 | 4 | (Max) 5 | Weight | Actual Performance | Weighted Score | | | Adjusted EPS(2) | < = $1.700 | $1.800 | $1.900 | $2.000 | $2.100 | = > $2.200 | 30% | $1.698 | 0.00 | | | Adjusted ROE(2) | < = 11.246% | 11.907% | 12.569% | 13.230% | 13.892% | = >14.553% | 20% | 11.612% | 0.11 | | | Adjusted Operating Expense/ Average Assets(2) | = > 2.580% | 2.520% | 2.460% | 2.400% | 2.340% | < = 2.280% | 15% | 2.459% | 0.30 | | Risk Management | | | | | | | | Weight | | Weighted Score | | | Capital, Liquidity, Management, Market Risk and Consumer Compliance | | | | | | | 10% | | 0.40 | | | Asset Quality: Non-performing Assets to Total Assets | | | | | | | 10% | | 0.46 | | Business Objectives | | | | | | | | Weight | | Weighted Score | | | 2023 Company-wide Employee Engagement Index (All Employees) | | | | | | | 7.5% | | 0.24 | | | 2023 Company-wide Employee Engagement Index (Employees of Color) | | | | | | | 7.5% | | 0.24 | | | | | | | | | | Total Score | | 1.75 |
Annual Cash Incentives – VCP Awards
(1) Interpolated on a straight-line basis. (2) Non-GAAP financial measure. For more information regarding the calculation of non-GAAP financial measures included in this section, please refer to the section titled “Non-GAAP Reconciliations” included in Annex A to this Proxy Statement. 2023 VCP Award Compensation Payouts Looking holistically at the Company’s successes and challenges during 2023, the HR Committee concluded that the calculated zero funding for the VCP Award for the NEOs that resulted from the application of the pre-approved 2023 Scorecard would not appropriately link total compensation to performance or our compensation philosophy. The HR Committee recognized that the 2023 Scorecard failed to recognize our management team’s actions that protected and enhanced long-term shareholder value in the face of disruption in the industry, which was unprecedented in terms of velocity. Specifically, the 2023 Scorecard Adjusted ROE and Adjusted EPS performance metrics, which were directly and negatively affected by the unanticipated increase in deposit costs resulting from the rapidly rising interest rate environment and significantly enhanced by depositor behaviors and preferences following the bank failures in the Spring of 2023, drove a below-threshold 2023 Scorecard Composite score that would have resulted in no 2023 VCP Award payouts. The HR Committee, when examining the Company’s achievements and challenges during 2023, determined that the NEOs each contributed to the Company’s financial performance that the HR Committee viewed as successful when considered within the context of the extraordinary and unpredictable events of 2023. Notably, the HR Committee took into consideration the Company’s many quantitative and qualitative achievements in 2023, as highlighted below:
Annual Cash Incentives – VCP Awards
| • | Our loan-to-deposit ratio remained within our target range, ending the year at 99%; | | • | We expanded our net interest margin 15 basis points in 2023; | | • | Delinquency and non-performing asset ratios improved year over year; | | • | Launched our Diverse Business Banking program to support diverse business owners; | | • | Increased the number of households to 534,000; | | • | Increased our digital transactions to more than 6 million digital transactions per month; and | | • | Grew loans by $1 billion, exceeding $21 billion at year end. |
Annual Cash Incentives – VCP Awards
The HR Committee determined that providing no 2023 VCP Award payouts would not adequately recognize the significant achievements of our NEOs in a very challenging economic and operating environment. As a result, the HR Committee, in consultation with FW Cook, and considering both the Company’s performance with respect to the pre-approved performance metrics as well as the quantitative and qualitative factors described above, recommended that the Board exercise its discretion to modify the 2023 Scorecard VCP Award outcomes. The HR Committee determined that the unanticipated events of 2023 had a disproportionately negative effect on the 2023 Scorecard Composite score due to the Adjusted EPS and Adjusted ROE weightings. The HR Committee balanced the inherent difficulty in isolating and quantifying the precise impact these unanticipated events had on Adjusted EPS and Adjusted ROE, on the one hand, with the discipline and integrity the scorecard framework provides to the VCP Award process and the desire to not disregard the 2023 Scorecard Composite score in its entirety, on the other hand. Consequently, the HR Committee exercised its discretion to provide a VCP Award to each NEO in the amount of 50% of target. Below are the NEOs’ 2023 VCP Award target and 2023 VCP Award paid:
Annual Cash Incentives – VCP Awards
| NEO | 2023 VCP Award Target | 2023 VCP Award Paid | | Curtis J. Myers | $765,000 | $382,500 | | Mark R. McCollom(1) | $350,000 | - | | Angela M. Snyder | $350,000 | $175,000 | | Meg R. Mueller | $214,402 | $107,201 | | Beth Ann L. Chivinski | $212,225 | $106,112 |
Annual Cash Incentives – VCP Awards
(1) Mr. McCollom did not receive a VCP Award because he resigned prior to the VCP Award payment date.
Equity Awards – LTI Awards
Equity Awards – LTI Awards Overview In 2023, LTI awards were granted to our NEOs in the form of performance shares (the “Performance Shares”). Under the 2022 Plan, long-term equity awards in the form of performance shares are calculated based on pre-determined performance goals and the HR Committee’s assessment, in its discretion, of our NEOs’ attainment of our 2023 goals. LTI awards are awarded to focus each of our NEO’s attention on delivering long-term performance results that increase shareholder value. Performance Shares that vest, together with accrued dividend equivalents, are settled in shares of Fulton common stock on a one-for-one basis. Dividend equivalents will not be paid unless the Performance Shares vest. The Performance Shares granted in 2023 vest based on two separate performance components that are summarized below:
Equity Awards – LTI Awards
| 2023 Equity Award Structure |
Equity Awards – LTI Awards
| TSR Component | | | | Allocation: 65% Grant Date: May 1, 2023 Performance Period: May 1, 2023 – March 31, 2026 Vesting: Relative TSR to 2023 Peer Group determines the number of Performance Shares earned for the performance period | | Profit Trigger Component | | | | Allocation: 35% Grant Date: May 1, 2023 Performance Period: January 1, 2025 – December 31, 2025 Vesting: 3-year, time-based cliff vesting conditioned on achievement of the Profit Trigger (defined below) for the performance period |
Equity Awards – LTI Awards
Award Opportunities The number of Performance Shares awarded to each of the NEOs is based on a target opportunity amount that may be adjusted from 0% to 125% of target. For 2023, the target award opportunities (as a percentage of each NEO’s base salary) were as follows:
Equity Awards – LTI Awards
| NEO | 2023 LTI Target Opportunity(1) | | | | | LTI Minimum (0% of Target) | LTI Target | LTI Maximum (125% of Target) | | Curtis J. Myers | 0% | 120% | 150.00% | | Mark R. McCollom(2) | 0% | 100% | 125.00% | | Angela M. Snyder | 0% | 100% | 125.00% | | Meg R. Mueller | 0% | 75% | 93.75% | | Beth Ann L. Chivinski | 0% | 75% | 93.75% |
Equity Awards – LTI Awards
___________________________ (1) 2023 LTI target opportunity is a percentage of the NEOs’ base salary as of January 1, 2023. (2) As a result of Mr. McCollom’s resignation in February 2024, Mr. McCollom forfeited his 2023 LTI awards. The actual payout of the TSR portion of the Performance Shares is based on 2023 Peer Group performance from May 1, 2023 through March 31, 2026 using the following pay line:
Equity Awards – LTI Awards
| TSR Performance Pay Line | LTI TSR Payout Potential | | TSR Threshold – 25th percentile | 50% | | TSR Target – 50th percentile | 100% | | TSR Maximum – 75th percentile | 150% |
Equity Awards – LTI Awards
The actual number of shares of Fulton common stock, if any, upon vesting may be higher or lower than the number of Performance Shares granted to the NEOs based on the attainment of the performance goals underlying the Performance Shares. The Profit Trigger performance measure is Fulton’s net income from January 1, 2025 to December 31, 2025. In order to achieve this performance measure, net income must be greater than all dividends declared by Fulton for the immediately preceding four full calendar quarters prior to the May 1, 2023 Performance Shares grant date. The Profit Trigger component of the Performance Shares represents a fixed number of shares that can either be earned or not. The 2023 grant date fair value of the Performance Shares, the total number of Performance Shares awarded, and the allocation of the Performance Shares are set forth below:
Equity Awards – LTI Awards
| NEO | 2023 Grant Date Fair Value of Performance Shares(1) | Performance Shares Awarded | Shares Subject to TSR Component | Shares Subject to Profit Trigger Component | | Curtis J. Myers | $954,757 | 86,513 | 56,234 | 30,279 | | Mark R. McCollom(2) | $468,014 | 42,408 | 27,566 | 14,842 | | Angela M. Snyder | $468,014 | 42,408 | 27,566 | 14,842 | | Meg R. Mueller | $292,475 | 26,502 | 17,227 | 9,275 | | Beth Ann L. Chivinski | $289,507 | 26,233 | 17,052 | 9,181 |
Equity Awards – LTI Awards
________________________________ (1) Based on the May 1, 2023 grant date fair value of the Performance Shares. (2) As a result of his resignation in February 2024, Mr. McCollom forfeited his 2023 LTI Performance Shares. Payout of 2020 Performance-Based Equity Awards Fulton granted to the NEOs on May 1, 2020 performance share awards (the “2020 Performance Share Award”) that vested on May 1, 2023 based on the achievement of the performance goals. The performance metric targets and results are as follows:
Equity Awards – LTI Awards
| 2020 Performance Share Award Metrics | Weighting | Performance Period Targets | Actual Results | % of Payment | | 3-year TSR | 37.5% | TSR Relative to 2019 Peer Group from May 1, 2020 to March 31, 2023 | 42.86 Percentile | 78.57% | | 1-year ROA | 37.5% | ROA Goal of 0.708% | 0.732% | 108.45% | | Profit Trigger | 25.0% | Subject to profit requirement | 100.00% | 100.00% | | | | Total Payout as a % of Target | | 95.13% |
Equity Awards – LTI Awards
The amounts below include accrued dividend equivalent units. In connection with the 2020 Performance Share Award, the total number of Performance Shares awarded, the grant date fair value of Performance Shares awarded, the total number of Performance Shares issued upon vesting and the total value of Performance Shares issued upon vesting are as follows:
Equity Awards – LTI Awards
| NEO | Total Number of Performance Shares Awarded | Grant Date Fair Value of Performance Shares Awarded | Total Number of Performance Shares upon Vesting | Total Value of Performance Shares upon Vesting(1) | | Curtis J. Myers | 51,433 | $555,828 | 55,638 | $655,977 | | Mark R. McCollom | 39,938 | $431,603 | 43,203 | $509,359 | | Angela M. Snyder | 27,355 | $295,703 | 29,602 | $349,011 | | Meg R. Mueller | 27,355 | $295,703 | 29,602 | $349,011 | | Beth Ann L. Chivinski | 27,077 | $292,697 | 29,302 | $345,467 |
Equity Awards – LTI Awards
_________________________ (1) Shares valued at $11.79 per share on the May 1, 2023 vesting date.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure We are providing the following information about the annual total compensation of our estimated median employee (“Median Employee”) and the annual total compensation of our CEO:
CEO Pay Ratio Disclosure
| | Pay Ratio Summary | | • | The 2023 annual total compensation of our Median Employee (other than our CEO) was $63,537. | | • | The 2023 annual total compensation of our CEO, as reported in the Summary Compensation Table, was $2,309,440. | | • | For 2023, the ratio of the annual total compensation of our CEO to our Median Employee was 36.35 to 1. |
CEO Pay Ratio Disclosure
Our pay ratio estimate was calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. We retained the same Median Employee identified in 2022 and used for 2023. The Median Employee is currently employed by Fulton in the same position and no material change occurred during 2023 that would significantly affect the pay ratio using the same individual for 2023. As of December 31, 2022, we identified the Median Employee by comparing the total compensation in Box 5 on the 2022 W-2 tax statements for our employee population. We identified our Median Employee using this consistently applied compensation measure (excluding our CEO, temporary employees and employees that departed our workforce during the period). In making this determination, we annualized the compensation of permanent full-time employees who were hired in 2022 and did not work for us for our entire fiscal year but were still employed as of December 31, 2022. For the 2023 pay ratio, we combined all of the elements of such employee’s compensation for 2023 consistent with the requirements of Item 402(c)(2)(x) of Regulation S-K. For our CEO, the same process and amount reported in the “Total” column of our 2023 Summary Compensation Table (“SCT”) was used.
CEO Pay Ratio Disclosure
| HR COMMITTEE REPORT |
CEO Pay Ratio Disclosure
The HR Committee reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on the review and discussions, the HR Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated in this Proxy Statement.
HR Committee
| SUMMARY COMPENSATION TABLE |
HR Committee
| Name and Principal Position(1) | Year | Salary ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4)(5) ($) | Total ($) | | Curtis J. Myers Chairman of the Board, CEO and President | 2023 | 850,000 | 954,757 | 382,500 | 122,183 | 2,309,440 | | | 2022 | 638,057 | 626,009 | 767,423 | 107,556 | 2,139,045 | | | 2021 | 571,788 | 558,644 | 806,793 | 67,705 | 2,004,930 | | Mark R. McCollom Former Senior Executive Vice President and CFO | 2023 | 500,000 | 468,014 | - | 86,465 | 1,054,479 | | | 2022 | 456,305 | 441,922 | 451,970 | 81,600 | 1,431,797 | | | 2021 | 444,002 | 433,784 | 515,931 | 66,112 | 1,459,829 | | Angela M. Snyder Senior Executive Vice President and Chief Banking Officer | 2023 | 500,000 | 468,014 | 175,000 | 65,881 | 1,208,895 | | | 2022 | 459,865 | 378,563 | 390,426 | 55,414 | 1,284,268 | | | 2021 | 402,214 | 294,713 | 333,838 | 33,940 | 1,064,705 | | Meg R. Mueller Senior Executive Vice President and Head of Commercial Banking | 2023 | 428,803 | 292,475 | 107,201 | 48,819 | 877,298 | | | 2022 | 413,358 | 300,235 | 292,451 | 50,505 | 1,056,549 | | | 2021 | 402,214 | 294,713 | 333,838 | 21,589 | 1,052,354 | | Beth Ann L. Chivinski Senior Executive Vice President and Chief Risk Officer | 2023 | 424,450 | 289,507 | 106,112 | 38,527 | 858,596 | | | 2022 | 409,161 | 297,187 | 289,481 | 41,813 | 1,037,642 | | | 2021 | 398,130 | 291,725 | 330,448 | 31,024 | 1,051,327 |
HR Committee
| Name | Year | Qualified Retirement Plan Company Contribution ($) | Nonqualified Deferred Compensation Plan Company Contribution ($) | Club Memberships ($) | Automobile Perquisites ($) | Other Compensation and Perquisites ($) | Total All Other Compensation ($) | | Curtis J. Myers | 2023 | 16,500 | 64,839 | 24,705 | 4,386 | 11,753 | 122,183 | | | 2022 | 15,250 | 57,441 | 19,661 | 3,640 | 11,564 | 107,556 | | | 2021 | 14,500 | 27,981 | 18,370 | 4,990 | 1,864 | 67,705 | | Mark R. McCollom | 2023 | 16,500 | 31,099 | 18,337 | 19,000 | 1,529 | 86,465 | | | 2022 | 15,250 | 33,362 | 14,088 | 18,000 | 900 | 81,600 | | | 2021 | 14,500 | 18,487 | 13,600 | 18,000 | 1,525 | 66,112 | | Angela M. Snyder | 2023 | 16,500 | 28,370 | 864 | 2,095 | 18,052 | 65,881 | | | 2022 | 15,250 | 24,827 | 2,935 | 2,019 | 10,383 | 55,414 | | | 2021 | 14,500 | 12,590 | 3,859 | 2,091 | 900 | 33,940 | | Meg R. Mueller | 2023 | 16,500 | - | 16,178 | 11,150 | 4,991 | 48,819 | | | 2022 | 15,250 | - | 15,800 | 11,215 | 8,240 | 50,505 | | | 2021 | 3,889 | - | 6,512 | 11,188 | - | 21,589 | | Beth Ann L. Chivinski | 2023 | 16,500 | 19,212 | - | 1,615 | 1,200 | 38,527 | | | 2022 | 15,250 | 21,746 | - | 2,988 | 1,829 | 41,813 | | | 2021 | 14,500 | 12,341 | - | 2,783 | 1,400 | 31,024 |
HR Committee
| GRANTS OF PLAN-BASED AWARDS |
HR Committee
| 2023 OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 |
HR Committee
| 2023 OPTION EXERCISE AND STOCK VESTED |
HR Committee
| 2023 NON-QUALIFIED DEFERRED COMPENSATION |
HR Committee
| POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL |
HR Committee
| Potential Payments as of December 31, 2023 | | | | | | | | NEO | Voluntary Termination or Termination for Cause | Termination Without Cause or for Good Reason – Before a Change in Control(4) | Termination Without Cause or for Good Reason – Upon or After a Change in Control(5) | Termination Due to Retirement(6) | Termination Due to Disability(7) | Termination Due to Death(8) | | Curtis J. Myers | | | | | | | | Cash ($) | - | 1,232,500 | 3,853,822 | - | 935,000 | 1,700,000 | | Equity ($)(1) | - | - | 2,800,321 | - | 2,800,321 | 2,800,321 | | Pension/NQDC ($)(2) | - | - | 192,691 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,000 | 34,000 | - | 18,000 | - | | Tax Reimbursement ($) | - | - | - | - | - | 1,088,248 | | TOTAL ($) | - | 1,244,500 | 6,880,834 | - | 3,753,321 | 5,588,569 | | Mark R. McCollom | | | | | | | | Cash ($) | - | 675,000 | 1,862,619 | - | 550,000 | 1,000,000 | | Equity ($)(1) | - | - | 1,704,078 | - | 1,704,078 | 1,704,078 | | Pension/NQDC ($)(2) | - | - | 93,131 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,000 | 34,000 | - | 18,000 | - | | Tax Reimbursement ($) | - | - | - | - | - | 640,146 | | TOTAL ($) | - | 687,000 | 3,693,828 | - | 2,272,078 | 3,344,224 | | Angela M. Snyder | | | | | | | | Cash ($) | - | 675,000 | 1,283,983 | - | 550,000 | 1,000,000 | | Equity ($)(1) | - | - | 1,479,454 | - | 1,479,454 | 1,479,454 | | Pension/NQDC ($)(2) | - | - | 64,199 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,000 | 34,000 | - | 18,000 | - | | Tax Reimbursement ($) | - | - | - | - | - | 640,164 | | TOTAL ($) | - | 687,000 | 2,861,636 | - | 2,047,454 | 3,119,600 | | Meg R. Mueller | | | | | | | | Cash ($) | - | 540,491 | 1,534,256 | - | 476,619 | 866,580 | | Equity ($)(1) | - | - | 1,118,715 | - | 1,118,715 | 1,118,715 | | Pension/NQDC ($)(2) | - | - | 76,713 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,000 | 34,000 | - | 18,000 | - | | Tax Reimbursement ($) | - | - | - | - | - | 554,737 | | TOTAL ($) | - | 552,491 | 2,763,684 | - | 1,613,334 | 2,540,032 | | Beth Ann L. Chivinski | | | | | | | | Cash ($) | - | 535,003 | 1,518,678 | - | 471,780 | 857,782 | | Equity ($)(1) | - | - | 1,107,363 | - | 1,107,363 | 1,107,363 | | Pension/NQDC ($)(2) | - | - | 75,934 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,000 | 34,000 | - | 18,000 | - | | Tax Reimbursement ($) | - | - | - | - | - | 549,105 | | TOTAL ($) | - | 547,003 | 2,735,975 | - | 1,597,143 | 2,514,250 |
HR Committee
(1) All amounts listed under Equity in this table include: (i) Performance Shares and (ii) unvested time-based restricted stock units valued based on the closing price of Fulton’s common stock on December 29, 2023, accelerated for certain events as appropriate. (2) The amounts listed under Pension/NQDC represent the aggregate dollar value of Fulton’s contributions to the 401(k) Plan, the DCP and other retirement benefits. (3) Perquisites and Benefits include, as applicable: (i) $10,000 for outplacement services and (ii) $1,000 per month during the severance period for the estimated value of health and other benefit expenses. (4) The cash amount listed for each NEO includes a severance payment based on the NEO’s 2023 base salary. The amounts listed under Cash assume no discretionary bonus paid to the NEOs and assume the payment of their VCP awards for the prior year. Perquisites/Benefits include a monthly estimate of $1,000 for the value of health and other benefit expenses paid by Fulton for the one-year severance period. (5) The cash amounts listed are a multiple of 2023 base salary as of December 31, 2023 and the highest VCP Awards paid for the past three years, except for Mr. Myers it is the average annual VCP Award paid for the past three years. The cash payment amounts to Messrs. Myers and McCollom, and Messes. Snyder, Mueller and Chivinski have been reduced in the table by $652,895, $169,243, $496,869, $0 and $0, respectively, to limit a payment required to avoid a federal excise tax imposition under Section 280G of the Tax Code. (6) Performance Shares awarded in 2021, 2022 and 2023 provide that the continuous service requirement is waived if an NEO is retirement eligible, and performance continues to be measured and the shares may vest based on the original vesting schedule according to the performance level actually achieved. Amounts provided assume that all the NEOs achieved the earlier of: (i) age 60 with at least 10 years of service to Fulton or any affiliate or (ii) age 62 with at least five years of service to Fulton or any affiliate and retired as of December 31, 2023. (7) The cash amount represents six months at base salary followed by 12 months at 60% of base salary. In the event an NEO terminates employment due to Disability, Performance Shares and unvested time-based restricted stock units automatically vest. (8) In the event of a termination of employment as a result of an NEO’s death, the NEO’s dependents, beneficiaries or estate, as the case may be, receive such survivor’s income and other benefits as they may be entitled to under the terms of Fulton’s benefit programs, including the life insurance benefit of two times base salary amount plus a tax reimbursement due as a result of the payment under the “Death Benefits” described on page 40. In addition, unvested time-based restricted stock units and Performance Shares automatically vest.
HR Committee
| 2023 PAY VERSUS PERFORMANCE DISCLOSURE |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, Fulton is providing the following information about the relationship between executive compensation actually paid (“CAP”) to Fulton’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of Fulton. The HR Committee does not utilize CAP as the basis for making compensation decisions. Please see the CD&A with respect to our compensation philosophy and how we align executive compensation with our performance.
Pay Versus Performance Disclosure
| Pay Versus Performance Table | | | | | | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income (GAAP)(6) | Company Selected Metric: Adjusted EPS(7) | | | | | | | TSR | Peer Group TSR(5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,309,440 | $2,862,798 | $999,817 | $1,196,969 | $111.02 | $95.12 | $284 | $1.70 | | 2022 | $4,923,557 | $5,537,243 | $1,541,616 | $1,675,245 | $108.96 | $101.92 | $287 | $1.76 | | 2021 | $4,207,894 | $5,365,077 | $1,395,455 | $1,745,204 | $106.37 | $124.84 | $275 | $1.62 | | 2020 | $3,084,495 | $2,225,418 | $1,082,224 | $821,870 | $76.52 | $89.37 | $178 | $1.08 |
Pay Versus Performance Disclosure
_________________________ (1) Mr. Myers served as the PEO for the entirety of 2023. Mr. Wenger served as the PEO for the entirety of 2022, 2021 and 2020 and our Non-PEO NEOs for the applicable years were as follows:
Pay Versus Performance Disclosure
| • | 2023: Mark R. McCollom, Angela M. Snyder, Meg R. Mueller and Beth Ann L. Chivinski; |
Pay Versus Performance Disclosure
| • | 2022: Curtis J. Myers, Mark R. McCollom, Angela M. Snyder and Natasha R. Luddington; |
Pay Versus Performance Disclosure
| • | 2021: Curtis J. Myers, Mark R. McCollom, Angela M. Snyder and Meg R. Mueller; and |
Pay Versus Performance Disclosure
| • | 2020: Curtis J. Myers, Mark R. McCollom, Angela M. Snyder and Beth Ann L. Chivinski. |
Pay Versus Performance Disclosure
(2) Amounts reported in these columns represent: (i) the total compensation reported in the SCT for the applicable year for the PEO and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. (3) Amounts reported in these columns represent CAP. Adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for the applicable PEO and for the average of the Non-PEO NEOs is set forth in the following table.
Pay Versus Performance Disclosure
| | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO Myers | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | | Summary Compensation Table Total | $2,309,440 | $999,817 | $4,923,557 | $1,541,616 | $4,207,894 | $1,395,455 | $3,084,495 | $1,082,224 | | Less Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $954,757 | $379,503 | $2,076,061 | $462,213 | $1,305,528 | $395,464 | $1,292,385 | $393,958 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $1,616,090 | $642,375 | $2,517,933 | $552,934 | $1,335,263 | $404,470 | $1,423,841 | $434,250 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $191,243 | $111,252 | $233,715 | $57,715 | $944,182 | $285,212 | ($901,359) | ($267,705) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | - | - | - | - | - | - | - | - | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | ($299,218) | ($176,972) | ($61,901) | ($14,807) | $183,267 | $55,530 | ($89,174) | ($32,941) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | - | - | - | - | - | - | - | - | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | - | - | - | - | - | - | - | - | | Compensation Actually Paid | $2,862,798 | $1,196,969 | $5,537,243 | $1,675,245 | $5,365,077 | $1,745,204 | $2,225,418 | $821,870 |
Pay Versus Performance Disclosure
In the table above, the unvested equity values are computed in accordance with ASC Topic 718. For unvested awards subject to performance-based vesting conditions, the equity value is determined based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year. (4) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) Peer Group total shareholder return (“Peer Group TSR”) represents the Nasdaq Bank Index, which is used by Fulton for purposes of compliance with Item 201(e) of Regulation S-K. (6) Amounts in millions. (7) Adjusted EPS is a Fulton selected measure. Values shown reflect EPS as calculated for purposes of our executive compensation program for the applicable reporting year as set forth in detail under “Non-GAAP Reconciliations” in Annex A to this Proxy Statement. No adjustments to EPS were made for 2021 and 2020.
Performance Measures Used to Link Company Performance and CAP
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