DEF 14A of Fulton Financial Corp, Apr 1, 2025

DEF 14A of Fulton Financial Corp

Filed Apr 1, 2025 · FY20240001206774-25-000193

Open on EDGAR

  1. Election of Directors

    Election of Directors The Fulton board of directors (the “Board”) approved the nomination of 11 director nominees for election to serve as directors of Fulton until the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) or until their successors are duly elected and qualified.

  2. Election of Directors

    | | The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees. |

  3. Election of Directors

    The following table provides summary information regarding each director nominee. Additional details about each of the director nominees can be found beginning on page 9. Except for Mr. Shirk, each of the below director nominees is presently a Fulton director.

  4. Election of Directors

    | Director Nominee | Age | Fulton Director Since | Independent Director | Gender(1) | Demographic Background(2) | Committee Memberships | | Jennifer Craighead Carey | 56 | 2019 | ✓ (3) | F | AA | Executive Committee and Risk Committee(*) | | Lisa Crutchfield | 62 | 2014 | ✓ | F | AA | Nominating and Corporate Governance Committee (the “NCG Committee”) and Human Resources Committee(**) (the “HR Committee”) | | Denise L. Devine | 69 | 2012 | ✓ | F | C | Executive Committee(**), Audit Committee(*) and Risk Committee | | George K. Martin | 71 | 2021 | ✓ | M | AA | Risk Committee and NCG Committee(**) | | James R. Moxley III Lead Director | 64 | 2015 | ✓ | M | C | Executive Committee(*), Audit Committee and HR Committee | | Curtis J. Myers Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”) | 56 | 2019 | - | M | C | Executive Committee and Risk Committee(†) | | Antoinette M. Pergolin | 61 | 2022 | ✓ | F | C | Audit Committee(**) and Risk Committee | | Michael F. Shirk | 49 | - | ✓ | M | C | Risk Committee(4) | | Scott A. Snyder | 59 | 2016 | ✓ | M | C | Executive Committee, Risk Committee(**) and NCG Committee(*) | | Ronald H. Spair | 69 | 2015 | ✓ | M | C | Executive Committee, Audit Committee and HR Committee(*) | | E. Philip Wenger | 67 | 2009 | - | M | C | Risk Committee |

  5. Election of Directors

    | (*) | Indicates committee chairperson | | (**) | Indicates committee vice chairperson | | (†) | Indicates ex-officio committee member | | (1) | Gender – Male (M) or Female (F) | | (2) | Demographic Background – African American (AA) or Caucasian (C) | | (3) | Ms. Craighead Carey is an independent director for purposes of serving as a director and as a member of the committees on which she serves. | | (4) | Mr. Shirk is currently a “non-voting” member of the joint Fulton and Fulton Bank, N.A. (“Fulton Bank”) Risk Committee. Mr. Shirk, if elected, will be appointed a voting member of the Risk Committee. |

  6. Election of Directors

    Election of Directors

  7. Director Nominees

    Director Nominees The Board nominates the following 11 director nominees for election to the Board for a one-year term:

  8. Director Nominees

    | • Jennifer Craighead Carey | • Michael F. Shirk | | • George K. Martin | • E. Philip Wenger | | • Antoinette M. Pergolin | • Denise L. Devine | | • Ronald H. Spair | • Curtis J. Myers | | • Lisa Crutchfield | • Scott A. Snyder | | • James R. Moxley III | |

  9. Director Nominees

    Except for Mr. Shirk, each of the above director nominees is presently a Fulton director. The Board approved the nomination of the above individuals. The Board is currently comprised of 11 directors, all of whom also serve on the board of directors (the “Fulton Bank Board”) of Fulton’s banking subsidiary, Fulton Bank. Mr. Etter will not stand for re-election at the Annual Meeting as he reached Fulton’s mandatory retirement age. The Board would like to thank Mr. Etter for his service and valuable contributions to the 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.

  10. Director Nominees

    | | The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees. |

  11. 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.

  12. Director Qualifications

    Director Qualifications Mix of Skills, Qualifications and Attributes The Board believes that the 2025 director nominees provide Fulton with the right mix of skills and experience necessary for an effective Board. The NCG Committee reviews the composition of the Board on an annual basis to ensure that the Board reflects the appropriate balance of experience, skills and expertise. The Board believes different points of view brought through inclusive representation leads to better business performance, decision making and understanding of the needs of our clients, employees, shareholders, business partners and other stakeholders. Based on our business, the primary areas of experience, qualification and skills typically sought by the NCG Committee in director candidates, include but are not limited to, the following:

  13. Director Qualifications

    | | Financial Expertise | | Risk Management | | | | | | | | Qualified to serve as an “Audit Committee financial expert” or experience in financial management, capital allocation, accounting, financial reporting or audit processes. As a bank holding company with multiple business lines, it is important to have directors who understand financial audits and can oversee financial reporting. | | Knowledge of, or experience with, key risk oversight or risk management functions, including data privacy and cybersecurity. Risk management is critical to achieving long-term success in our industry. As such, we need directors with experience in overseeing and understanding the dynamic risks we face. | | | Senior Leadership Experience | | Legal/Governance Experience | | | | | | | | Experience holding significant leadership positions, particularly as a chief executive officer or head of significant business line. It is important to have proven leaders on the Board who can oversee Fulton’s management and help us drive business strategy, growth and performance. | | Knowledge of, or experience in, regulated industries or governmental organizations. These skills are important to the Board’s oversight of our highly regulated business. | | | Market Knowledge & Influence | | Mergers/AcquisitionS Experience | | | | | | | | Knowledge and influence in Fulton’s five-state footprint. | | Experience with respect to mergers and acquisitions. | | | Banking Industry Experience | | Public Company Board Experience | | | | | | | | Experience with the banking or financial services industry. | | Experience in public company governance, including corporate governance best practices and policies and managing relations with key stakeholders. |

  14. Director Qualifications

    | | HR/Compensation Experience | | Marketing and Sales Experience | | | | | | | | Knowledge of, or experience with, executive compensation and human capital resource management strategies and oversight. It is important to have individuals on the Board who can oversee our efforts to attract, motivate and retain key talent and provide valuable insight in determining the compensation of the CEO and other executive officers. | | Experience in brand development, customer experience, marketing and sales. | | | Investment Experience | | Public Company CEO Experience | | | | | | | | Experience with public company investment policies, practices and activities. | | Experience as a chief executive officer of a public company. | | | IT Experience (General, Fintech, Cyber, Digital) | | Strategic Experience | | | | | | | | Experience in the development and adoption of technology, information security and cybersecurity matters. | | Experience with the oversight of public company strategic planning. |

  15. Director Qualifications

    Additionally, the NCG Committee may consider other attributes relevant to our strategic growth and business needs including, but not limited to: (i) strong strategic, critical and innovative thinking, (ii) sound business judgment, (iii) high ethical standards, (iv) collegial spirit, (v) ability to debate and challenge constructively and (vi) availability and commitment to serve. Refreshment and Retention The Board is committed to board refreshment. Pursuant to Fulton’s Bylaws, no person may be nominated for election to the Board if he or she will be 72 years old on or before the date of the annual meeting of shareholders at which he or she would stand for election. The NCG Committee believes there is a balance between seasoned directors with knowledge of Fulton and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The average tenure of our director nominees as of the date of this Proxy Statement is eight years. Our director nomination process reflects our continued growth and focus on having a Board composed of directors who contribute to the evolving needs of Fulton while maintaining the invaluable knowledge brought by more tenured directors.

  16. Director Qualifications

    | Gender Diversity(1) 36.4% | Racial Diversity(1) 27.3% | Average Director Nominee Tenure(1) 8.0 Years | | | | |

  17. Director Qualifications

    | (1) Except for Mr. Shirk, each of the director nominees is presently a Fulton director. |

  18. Selecting and Nominating Director Candidates

    Selecting and Nominating Director Candidates Fulton’s Corporate Governance Guidelines (the “Guidelines”) provide that the Board will be sufficient in size to achieve diversity in business experience, community service and other qualifications. The NCG Committee is responsible for carrying out the Board’s commitment to maintaining a balanced and diverse composition of well-qualified directors. The NCG Committee considers director nominees who are recommended by non-management directors, Fulton’s CEO, other senior officers and third parties. The NCG Committee identifies director nominee candidates and recommends such candidate’s nomination to the Board based on his or her ability to diversify and complement the Board’s existing strengths. Information on the experience, qualifications and attributes of Fulton’s director nominees is detailed under “Director Nominees” on page 9. Our shareholders may propose director candidates for consideration by the NCG Committee by submitting the individual’s name and qualifications to the Chairman or Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604 in accordance with, and with such other information as may be required by, our Bylaws and the Guidelines. Our NCG Committee will consider all director candidates properly submitted by our shareholders and will utilize the same criteria as director candidates not proposed by shareholders.

  19. Director Nominees

    Director Nominees The biographies of each of our director nominees are set forth below. Except for Mr. Shirk, each of the below director nominees is presently a Fulton director.

  20. Director Nominees

    | Jennifer Craighead Carey | Director Since: 2019 | Age: 56 | Independent Director | | | Committees: Risk (Chair) | Executive | | | 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. |

  21. Director Nominees

    | Lisa Crutchfield | Director Since: 2014 | Age: 62 | Independent Director | | | Committees: HR (V-Chair) | NCG | | | Managing principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm, a consultancy practice she launched in 2012. Prior to launching this consultancy firm, Ms. Crutchfield served as Executive Vice President and Chief Regulatory, Risk and Compliance Officer for the U.K.-based National Grid plc, a global energy provider. Ms. Crutchfield has also served as an executive officer for PECO, an Exelon Company, TIAA-CREF, and Duke Energy Corporation. Other Directorships and Positions • Member, Vistra Corporation 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, Fulton Bank Board (2014-present) • Former Member, Unitil Corporation Board of Directors (NYSE: UTL) (2012-2022) • Former Member, Fortis Inc. Board of Directors (TSX/NYSE: FTS) (2022-2024) • National Association of Corporate Directors (“NACD”) Board Leadership Fellow (2019-present) Directorship Qualification Highlights Ms. Crutchfield has substantial experience leading corporate teams and has experience and 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, finance, risk management, regulation and compliance. |

  22. Director Nominees

    | Denise L. Devine | Director Since: 2012 | Age: 69 | Independent Director | | | Committees: Audit (Chair) | Executive (V-Chair) | Risk | | | 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, Innovative Solutions and Support, Inc. Board of Directors (NASDAQ: ISSC) (2025-present) • Member, AUS, Inc. Board of Directors (2016-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. |

  23. Director Nominees

    | George K. Martin | Director Since: 2021 | Age: 71 | Independent Director | | | Committees: NCG (V-Chair) | Risk | | | 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) (2019-2024) • Member, Governing Council at the University of Virginia’s Miller Center (Chair) (2024-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. |

  24. Director Nominees

    | James R. Moxley III | Director Since: 2015 | Age: 64 | Independent Director and Lead Director | | | Committees: Executive (Chair) | Audit | HR | | | 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. |

  25. Director Nominees

    | Curtis J. Myers | Director Since: 2019 | Age: 56 | Chairman and CEO | | | Committees: Executive | Risk (ex-officio) | | | 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) • Member, Pennsylvania Chamber of Business and Industry Board (2024-present) • Member, American Bankers Association Board (2024-present) Directorship Qualification Highlights Mr. Myers has substantial banking experience, market knowledge, executive leadership and financial expertise. |

  26. Director Nominees

    | Antoinette M. Pergolin | Director Since: 2022 | Age: 61 | Independent Director | | | Committees: Audit (V-Chair) | Risk | | | 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. |

  27. Director Nominees

    | Michael F. Shirk | Director Since: N/A | Age: 49 | Independent Director Nominee | | | Committees: Risk | | | Chief Executive Officer at the High Companies since 2015, a leader in manufacturing, construction and real estate in Lancaster, Pennsylvania. Prior to that, Mr. Shirk was the Vice President of Architectural Specialties Worldwide at Armstrong World Industries (NYSE: AWI) from 2009-2014. Other Directorships and Position: • Member, PA Chamber of Business and Industry Board (2010-present) • Member, Lancaster County STEM Alliance Advisory Board (2016-present) • Member, the High Companies (2011-2015) • Member, PA Workforce Development Board (2023) • Member, PA Governor-elect Shapiro Transition Advisory Subcommittee on Business Development (2023) • Member, Fulton Bank Board (2023-present) Mr. Shirk is currently a “non-voting” member of the joint Fulton and Fulton Bank Risk Committee. Mr. Shirk, if elected, will be appointed as a voting member of the Risk Committee. Directorship Qualification Highlights Mr. Shirk has substantial experience in senior leadership, market knowledge and influence, mergers and acquisitions, HR/compensation matters and strategic experience. |

  28. Director Nominees

    | Scott A. Snyder | Director Since: 2016 | Age: 59 | Independent Director | | | Committees: NCG (Chair) | Risk (V-Chair) | Executive | | | 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 information technology (“IT”), digital and artificial intelligence strategy and implementation, as well as executive leadership and risk management in both large and emerging growth companies. |

  29. Director Nominees

    | Ronald H. Spair | Director Since: 2015 | Age: 69 | Independent Director | | | Committees: HR (Chair) | Audit | Executive | | | 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. |

  30. Director Nominees

    | E. Philip Wenger | Director Since: 2009 | Age: 67 | Director | | | Committees: Risk | | | Chairman and CEO of Fulton from 2013 to 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, Pennsylvania Chamber of Commerce Board of Directors (2013-present) • Member, Penn State Harrisburg Board of Advisors (2016-present) • Member, Attollo, a part of The Children Deserve a Chance Foundation, 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. |

  31. Directors Who are Not Standing For Re-election at the Annual Meeting

    | Steven S. Etter | Director Since: 2019 | Age: 72 | Independent Director | | | Committees: NCG | HR | | | 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. |

  32. Information about Director Nominees, Directors and Independence Standards

    Information about Director Nominees, Directors and Independence Standards Independence Standards The Board determined that nine 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. Craighead Carey, Crutchfield, Devine and Pergolin and Messrs. Martin, Moxley, Shirk, 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 26. 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:

  33. Information about Director Nominees, Directors and Independence Standards

    | • | serve as a liaison between the Chairman and the independent directors; | | • | approve information sent to the Board; | | • | approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; and | | • | have the authority to call meetings of the independent directors. |

  34. 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 2024, the Fulton independent directors met two times in executive session without management present. Fulton’s Lead Director presided over the executive sessions. Annual Board and Committee Evaluations The Board and its committees, except the Executive Committee, conduct annual self-evaluations. 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 implements a process with both written and oral components. The self-evaluations are designed to encourage open and candid feedback with respect to Board and Committee effectiveness and its committees and the effectiveness of each of its members. The scope of the self-evaluations includes elements of Board effectiveness, including Board size, meeting frequency, quality and timing of information provided to the Board, director communication, director education, development and growth, director skills and qualifications, director independence and Board strategy. 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. Periodically, the Board will engage an independent third party to conduct a Board and individual director assessment. Appropriate action plans are then developed to implement enhancements and other changes based on the feedback received. 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 certain other executive officers is one of the Board’s key responsibilities. At least annually, the Board reviews the CEO and certain other executive officer succession plans. The Chief Human Resources Officer reviews the succession planning process used by management to identify NEO successors. The CEO emergency succession plan is reviewed semi-annually with the HR Committee. Outside Directorships Fulton values the experience our directors bring from other boards on which they serve. 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 board effectiveness. 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.

  35. 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 2024, Fulton granted equity awards in the form of restricted stock units (“RSUs”) to its non-employee directors pursuant to the Amended and Restated 2023 Director Equity Plan (the “Director Equity Plan”). These RSUs vest in full one year after their grant date and accrue dividend equivalent units. 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. For more details on our DCP, see “Deferred Compensation Plan” on page 46. Below is the amount of compensation paid to non-employee directors in 2024:

  36. Director Compensation

    | 2024 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 award(2) | $80,007 |

  37. Director Compensation

    | (1) A committee chair cash retainer is not paid to the chairperson of the Executive Committee. | | (2) The number of RSUs awarded was determined using the closing price per share of Fulton’s common stock on May 31, 2024, rounded up to the next whole share. |

  38. 2024 Director Compensation

    2024 Director Compensation The following table details the compensation paid to each 2024 Fulton non-employee director: 2024 Director Compensation Table

  39. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) | Total ($) | | Jennifer Craighead Carey | 87,500 | 80,007 | $48 | 167,555 | | Lisa Crutchfield | 70,000 | 80,007 | $48 | 150,055 | | Denise L. Devine | 87,500 | 80,007 | $48 | 167,555 | | Steven S. Etter | 70,000 | 80,007 | $48 | 150,055 | | George K. Martin | 70,000 | 80,007 | $48 | 150,055 | | James R. Moxley III | 100,000 | 80,007 | $48 | 180,055 | | Antoinette M. Pergolin | 70,000 | 80,007 | $48 | 150,055 | | Scott A. Snyder | 87,500 | 80,007 | $48 | 167,555 | | Ronald H. Spair | 87,500 | 80,007 | $48 | 167,555 | | E. Philip Wenger | 70,000 | 80,007 | $48 | 150,055 |

  40. 2024 Director Compensation

    | (1) The amounts in this column represent the grant date fair value determined in accordance with ASC Topic 718 of an RSU award granted to each non-employee director on June 1, 2024 under the Director Equity Plan, consisting of 4,751 RSUs having a grant date fair value of $16.84 per share, the closing price of Fulton common stock on May 31, 2024. The RSUs will vest in full on June 1, 2025, subject to the grantee’s continued service with Fulton. |

  41. 2024 Director Compensation

    | (2) As of December 31, 2024, Fulton non-employee directors had the following outstanding stock awards payable in Fulton common stock, including accumulated dividend equivalent units and RSUs with respect to which the director has elected under the Director Equity Plan to defer delivery of the RSUs until January 15 of the calendar year following the earliest to occur of the director’s separation from service as a director, death or disability, either in a single installment or three equal annual installments: |

  42. 2024 Director Compensation

    | Name | Outstanding Stock Awards | | Jennifer Craighead Carey | 27,894 | | Lisa Crutchfield | 32,696 | | Denise L. Devine | 25,310 | | Steven S. Etter | 27,894 | | George K. Martin | 24,833 | | James R. Moxley III(A) | 4,841 | | Antoinette M. Pergolin | 24,165 | | Scott A. Snyder | 32,696 | | Ronald H. Spair | 32,696 | | E. Philip Wenger(A)(B) | 159,159 |

  43. 2024 Director Compensation

    | (A) Mr. Moxley and Mr. Wenger have not elected to defer delivery of RSUs. | | (B) Mr. Wenger’s outstanding stock awards include 154,318 unvested performance-based RSUs granted on May 1, 2022 when Mr. Wenger was serving as Fulton’s Chairman and Chief Executive Officer. The performance-based RSUs will vest on May 1, 2025. |

  44. 2024 Director Compensation

    | (3) This amount represents the annual cost of the $50,000 life insurance benefit provided to each non-employee director. |

  45. Executive Summary

    | 2024 Executive Compensation Highlights | | Performance-Based Compensation: 70% of CEO total target compensation was performance-based. Say-on-Pay Results: Approximately 96% approval of our executive compensation program. Annual Cash Incentive Results: Earned at 111.21% of target. Long-Term Incentives (“LTI”): Granted in the form of performance-based RSUs (“Performance Shares”) that vest based on relative total shareholder return (“TSR”) and time-based RSUs. 2021 Long-Term Performance-Based Awards Results: The equity awards granted in 2021 vested in 2024 based on the following performance goals: (i) the TSR performance relative to peers was at the 78.57 percentile resulting in a 150.00% award vesting as a percentage of target for that component and (ii) the achievement of net income during the performance period of January 1, 2023 to December 31, 2023, sufficient to cover all dividends, if any, declared and paid to shareholders during the last four full quarters prior to the date of grant was met resulting in a 100% award vesting for that component. |

  46. 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. |

  47. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process HR Committee The HR Committee is currently comprised of four independent directors who are appointed on an annual basis. The HR Committee is responsible for establishing and overseeing our executive compensation program in alignment with Fulton’s compensation philosophy. We do not have an exact formula or policy with regard to the allocation of compensation between cash and non-cash elements. The HR Committee determines the amount and type of our executive compensation considering: (i) publicly available peer executive compensation information and regional and community banking survey data, (ii) advice from our independent compensation consultant, (iii) the complexity, scope and responsibilities of the individual’s position and (iv) the CEO’s recommendations with respect to the other NEOs. The CEO is not involved in discussions and determinations related to his own compensation. The HR Committee reviews and approves NEO base salaries and other compensation paid to the NEOs other than the CEO. The independent directors of the Board review and approve compensation decisions for the CEO. The HR Committee also administers Fulton’s equity and other compensation components. Management Certain members of our executive management team attend regular HR Committee meetings at which Fulton’s performance and competitive compensation levels are discussed and evaluated. These executive management team members provide information and recommendations to the HR Committee with respect to our executive compensation design. The CEO, with the HR Committee and without any other NEO present, reviews the performance of all NEOs other than the CEO. The HR Committee, without the CEO present, periodically reviews the CEO’s overall performance. In 2024, the HR Committee determined the compensation of the NEOs other than the CEO. The Board determined the CEO’s 2024 compensation in executive session with only independent directors present. Independent Compensation Consultant In 2024, the HR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook performed a variety of assignments during 2024, 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 2024 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 2024, 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 2024 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. 2024 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 “2024 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 2024 Peer Group data, as well as other relevant data provided by FW Cook, in establishing 2024 base salaries, 2024 annual cash incentive compensation awards (“VCP Awards”) and setting LTI award levels granted in the form of RSUs and Performance Shares.

  48. Executive Compensation Decision-Making Process

    | 2024 Peer Group | | | | Atlantic Union Bankshares Corporation | Northwest Bancshares, Inc. | United Bankshares, Inc. | | Cadence Bank | Old National Bancorp | United Community Banks, Inc. | | Columbia Banking System, Inc.(1) | Prosperity Bancshares, Inc. | Valley National Bancorp | | Commerce Bancshares, Inc. | Provident Financial Services, Inc. | Wintrust Financial Corporation | | F.N.B. Corporation | Simmons First National Corporation | WSFS Financial Corporation | | Hancock Whitney Corporation | Trustmark Corporation | | | Independent Bank Corporation | UMB Financial Corporation | |

  49. Executive Compensation Decision-Making Process

    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 transaction. The 2024 Peer Group is set forth below: Shareholder Say-on-Pay Proposal Historical Results The Board and the HR Committee consider the non-binding advisory say-on-pay vote as a barometer of shareholder support for our executive compensation program. Below are our say-on-pay votes for the past five years:

  50. 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. 2024 Scorecard Performance Metrics In March 2024, the HR Committee approved the scorecard performance metrics for the 2024 VCP Awards (the “2024 Scorecard”) which calculates the performance of each scorecard metric individually with a threshold performance payout of 50% and maximum performance payout of 200%. In 2024, the scorecard calculation was changed from a composite score calculation methodology to an individual metric calculation. These design changes brought the 2024 Scorecard into better alignment with standard market practice for enterprise-wide plan design and supports Fulton’s continued focus on enhancing our performance-based culture. The 2024 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 shareholder value creation. Compared to the scorecard used for VCP awards in 2023, the 2024 Scorecard reflects adjustments to the goals and weightings within the Financial Results and Business Objectives categories. In addition, the 2024 Scorecard Financial Results target performance metrics were generally lower than those used in 2023, primarily reflecting the expected impact on Fulton’s financial performance due to an anticipated decline in short-term interest rates. The interest rate environment, which is an exogenous factor, is a significant driver of our profitability. As such, our target goals for 2024 reflected the negative 80-basis point projected twelve-month forward move in the Federal Funds Rate from the mid-point of the range as of December 2023. At the time we set our goals, we believed this was consistent with the broad trend expected by our peers and the banking industry. In evaluating our actual financial results relative to established scorecard performance goals, the HR Committee typically excludes unusual items and items that do not occur on a regular basis, such as acquisition-related expenses, gains or losses on asset dispositions and other similar items in a manner consistent with how we disclose certain financial metrics that are not determined in accordance with generally accepted accounting principles (“GAAP”) in our earnings releases and other SEC filings. In evaluating our actual 2024 financial results relative to 2024 Scorecard performance goals, the HR Committee determined to also exclude the impacts of our purchase of substantially all of the assets and the assumption of substantially all of the deposits and certain other liabilities of Republic First Bank from the Federal Deposit Insurance Corporation on April 26, 2024 and our issuance of additional shares of common stock on May 1, 2024, which had a significant impact on our 2024 financial results and were not contemplated by the HR Committee at the time the 2024 Scorecard goals were established. The adjustments that were made to our actual 2024 EPS, return on average equity (“ROE”), operating expense to average assets, efficiency ratio and non-performing assets to total assets are reconciled in Annex A to this Proxy Statement. Our 2024 performance goals, target performance metrics and relative weightings, as reflected in our 2024 Scorecard, were as follows:

  51. Annual Cash Incentives – VCP Awards

    | 2024 Scorecard Matrix | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | Financial Results | Score Rating | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | | | Adjusted EPS | $1.40 | $1.56 | $1.72 | $1.87 | 30% | | | Adjusted ROE | 8.78% | 9.75% | 10.73% | 11.70% | 20% | | | Adjusted Operating Expense/ Average Assets | 2.51% | 2.45% | 2.39% | 2.33% | 10% | | | Adjusted Efficiency Ratio | 65.10% | 63.50% | 61.90% | 60.30% | 10% | | Risk Management | | | | | | Weight | | | Capital, Liquidity, Management, Market Risk and Consumer Compliance | | | | | 10% | | | Asset Quality: Adjusted Non-performing Assets to Total Assets | | | | | 10% | | Business Objectives | | | | | | Weight | | | 2024 Company-wide Employee Engagement Index (All Employees) | | | | | 10% | | (1) Interpolated on a straight-line basis. | | | | | | |

  52. Annual Cash Incentives – VCP Awards

    Target VCP Opportunities In February 2024, 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:

  53. Annual Cash Incentives – VCP Awards

    | 2024 VCP Award Matrix | | | | | NEO | Payment as a % of 2024 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 | 50% | 100% | 200% | | Richard S. Kraemer(2) | 35% | 70% | 140% | | Angela M. Snyder | 35% | 70% | 140% | | Meg R. Mueller | 25% | 50% | 100% | | Beth Ann L. Chivinski(3) | 35% | 70% | 140% | | Mark R. McCollom(4) | 35% | 70% | 140% | | Karthik S. Sridharan(5) | 25% | 50% | 100% |

  54. Annual Cash Incentives – VCP Awards

    | (1) For purposes of determining VCP Awards, eligible earnings are the actual 2024 base salary earnings paid to the NEOs. |

  55. Annual Cash Incentives – VCP Awards

    | (2) Mr. Kraemer was hired on September 3, 2024 and had a guaranteed minimum VCP payment of $385,000. |

  56. Annual Cash Incentives – VCP Awards

    | (3) Ms. Chivinski retired on December 31, 2024. |

  57. Annual Cash Incentives – VCP Awards

    | (4) Mr. McCollom separated from Fulton on February 8, 2024. |

  58. Annual Cash Incentives – VCP Awards

    | (5) Mr. Sridharan separated from Fulton on January 31, 2025. |

  59. Annual Cash Incentives – VCP Awards

    VCP Payout Potential In determining the VCP payout potential for each NEO, the HR Committee approved the following 2024 Scorecard matrix (“2024 Scorecard Matrix”):

  60. Annual Cash Incentives – VCP Awards

    | VCP Scorecard Composite Score | VCP Payout Potential(1) | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  61. Annual Cash Incentives – VCP Awards

    | (1) Payouts are interpolated on a straight-line basis. |

  62. Annual Cash Incentives – VCP Awards

    2024 Scorecard Results The following table shows Fulton’s actual 2024 results with respect to the 2024 Scorecard:

  63. Annual Cash Incentives – VCP Awards

    | Final 2024 Scorecard Matrix | | | | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | | | | Financial Results | Score Rating | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | Actual Performance | | Payout Percentage | | | Adjusted EPS(2) | $1.40 | $1.56 | $1.72 | $1.87 | 30% | $1.68 | | 41.35% | | | Adjusted ROE(2) | 8.78% | 9.75% | 10.73% | 11.70% | 20% | 10.58% | | 28.47% | | | Adjusted Operating Expense/ Average Assets(2) | 2.51% | 2.45% | 2.39% | 2.33% | 10% | 2.52% | | 0.00% | | | Adjusted Efficiency Ratio(2) | 65.10% | 63.50% | 61.90% | 60.30% | 10% | 62.94% | | 11.76% | | Risk Management | | | | | | Weight | | Actual Performance | Payout Percentage | | | Capital, Liquidity, Management, Market Risk and Consumer Compliance | | | | | 10% | | 4 | 15.00% | | | Asset Quality: Adjusted Non-performing Assets to Total Assets(2) | | | | | 10% | | 0.73% | 5.90% | | Business Objectives | | | | | | Weight | | Actual Performance | Payout Percentage | | | 2024 Company-wide Employee Engagement Index (All Employees) | | | | | 10% | | 67.46% | 8.73% | | | | | | | | Total Funding % | | | 111.21% | | (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. | | | | | | | | | |

  64. Annual Cash Incentives – VCP Awards

    2024 VCP Award Compensation Payouts Below are the NEOs’ 2024 VCP Award target and 2024 VCP Award paid based on a scorecard of 111.21% of target:

  65. Annual Cash Incentives – VCP Awards

    | NEO | 2024 VCP Award Target | 2024 VCP Award Paid | | Curtis J. Myers | $901,154 | $1,002,173 | | Richard S. Kraemer(1) | $116,981 | $130,095 | | Angela M. Snyder | $385,000 | $428,159 | | Meg R. Mueller | $216,645 | $240,931 | | Beth Ann L. Chivinski(2) | $344,257 | $382,848 | | Mark R. McCollom(3) | - | - | | Karthik K. Sridharan(4) | $225,000 | $250,222 | | (1) Mr. Kraemer had a minimum guaranteed 2024 VCP payment of $385,000 per the terms of his employment offer. (2) Ms. Chivinski served as Interim CFO from February 8, 2024 through October 31, 2024. Ms. Chivinski retired on December 31, 2024. (3) Mr. McCollom did not receive a VCP Award because he separated from Fulton prior to the VCP Award payment date. (4) Mr. Sridharan separated from Fulton on January 31, 2025. | | |

  66. Equity Awards – LTI Awards

    Equity Awards – LTI Awards Overview In 2024, LTI Awards were granted to our NEOs in the form of Performance Shares and RSUs. 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 equivalent units, are settled in shares of Fulton common stock on a one-for-one basis. Dividend equivalent units will not be paid unless the Performance Shares vest. RSUs, together with accrued dividends, are settled in shares of Fulton common stock. Dividend equivalent units are not paid until the RSUs vest. The LTI Awards granted in 2024 are summarized below:

  67. Equity Awards – LTI Awards

    | 2024 Equity Award Structure |

  68. Equity Awards – LTI Awards

    | Performance Shares |

  69. Equity Awards – LTI Awards

    | | Allocation: 65% Grant Date: May 1, 2024 Performance Period: May 1, 2024 – March 31, 2027 Vesting: Relative TSR to 2024 Peer Group determines the number of Performance Shares earned for the performance period |

  70. Equity Awards – LTI Awards

    | RSUs | | | | Allocation: 35% Grant Date: May 1, 2024 Vesting: 3-year, time-based cliff vesting |

  71. Equity Awards – LTI Awards

    Award Opportunities The number of Performance Shares and RSUs awarded to each of the NEOs is based on a target opportunity amount that may be adjusted at the discretion of the HR Committee. For 2024, the target award opportunities (as a percentage of each NEO’s base salary) were as follows:

  72. Equity Awards – LTI Awards

    | | 2024 LTI Target Opportunity(1) | | | | NEO | LTI Minimum (0% of Target) | LTI Target | LTI Maximum (125% of Target) | | Curtis J. Myers | 0% | 135% | 168.75% | | Richard S. Kraemer(2) | 0% | 0% | 0% | | Angela M. Snyder | 0% | 100% | 125.00% | | Meg R. Mueller | 0% | 75% | 93.75% | | Beth Ann L. Chivinski(3) | 0% | 100% | 125.00% | | Mark R. McCollom(4) | 0% | 100% | 125.00% | | Karthik K. Sridharan(5) | 0% | 75% | 93.75% |

  73. Equity Awards – LTI Awards

    | (1) 2024 LTI target opportunity is a percentage of the NEOs’ base salary as of January 1, 2024. |

  74. Equity Awards – LTI Awards

    | (2) Mr. Kraemer was hired after the May 1, 2024 grant date and therefore was not eligible for a grant. |

  75. Equity Awards – LTI Awards

    | (3) Ms. Chivinski served as Interim CFO from February 8, 2024 through October 31, 2024. Ms. Chivinski retired on December 31, 2024. |

  76. Equity Awards – LTI Awards

    | (4) As a result of Mr. McCollom’s separation from Fulton on February 8, 2024, Mr. McCollom did not receive a 2024 LTI Award. The percentages in this table for Mr. McCollom represent his 2024 LTI opportunity prior to his separation. |

  77. Equity Awards – LTI Awards

    | (5) Mr. Sridharan separated from Fulton on January 31, 2025. |

  78. Equity Awards – LTI Awards

    The actual payout of the Performance Shares portion of the LTI award is based on 2024 Peer Group performance from May 1, 2024 through March 31, 2027 using the following pay line:

  79. 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 or greater | 150% |

  80. Equity Awards – LTI Awards

    The actual number of shares of Fulton common stock, if any, issued upon vesting may be higher or lower than the number of Performance Shares granted to the NEOs based on the attainment of the performance goal underlying the Performance Shares. The 2024 grant date fair value of the LTI awards and the total number of Performance Shares and RSUs awarded are set forth below:

  81. Equity Awards – LTI Awards

    | NEO | 2024 Grant Date Fair Value of LTI Award(1) | Performance Shares Awarded-Subject to TSR Performance | RSUs Awarded | | Curtis J. Myers | $1,329,526 | 46,341 | 24,953 | | Richard S. Kraemer(2) | - | - | - | | Angela M. Snyder | $637,240 | 22,212 | 11,959 | | Meg R. Mueller | $376,515 | 13,124 | 7,066 | | Beth Ann L. Chivinski(3) | $496,928 | 17,321 | 9,326 | | Mark R. McCollom(4) | - | - | - | | Karthik K. Sridharan(5) | $391,024 | 13,630 | 7,338 |

  82. Equity Awards – LTI Awards

    | (1) Based on the $16.90 May 1, 2024 grant date fair value. |

  83. Equity Awards – LTI Awards

    | (2) No grant was made to Mr. Kraemer because he was hired after the May 1, 2024 grant date. |

  84. Equity Awards – LTI Awards

    | (3) Ms. Chivinski served as Interim CFO from February 8, 2024 through October 31, 2024. Ms. Chivinski retired on December 31, 2024. |

  85. Equity Awards – LTI Awards

    | (4) As a result of his separation from Fulton on February 8, 2024, Mr. McCollom was not eligible for a 2024 LTI Award. |

  86. Equity Awards – LTI Awards

    | (5) Mr. Sridharan separated from Fulton on January 31, 2025 and forfeited his 2024 Performance Shares. |

  87. Equity Awards – LTI Awards

    Payout of 2021 Performance-Based Equity Awards Fulton granted to the NEOs on May 1, 2021 performance share unit awards (the “2021 Performance Share Award”) that vested on May 1, 2024 based on the achievement of the performance goals. The performance metric targets and results are as follows:

  88. Equity Awards – LTI Awards

    | 2021 Performance Share Award Metrics | Weighting | Performance Period Targets | Actual Results | % of Payment | | 3-year TSR | 65.0% | TSR Relative to 2020 Peer Group from May 1, 2021 to March 31, 2024 | 78.57 Percentile | 150.00% | | Profit Trigger | 35.0% | Achievement of net income by Fulton during the performance period of January 1, 2023 to December 31, 2023 sufficient to cover all dividends if any, declared and paid to shareholders during the last four full quarters prior to the grant date | 100.00% | 100.00% | | | | Total Payout as a % of Target | | 132.50% |

  89. Equity Awards – LTI Awards

    With respect to the 2021 Performance Share Award, the total number of Performance Shares awarded, the grant date fair value of Performance Shares awarded, the total number of shares of Fulton common stock issued upon vesting and the total value of shares of Fulton common stock issued upon vesting are as follows:

  90. Equity Awards – LTI Awards

    | NEO | Total Number of Performance Shares Awarded | Grant Date Fair Value of Performance Shares Awarded | Total Number of Shares of Fulton Common Stock Issued upon Vesting | Total Value of Shares of Fulton Common Stock Issued upon Vesting(1) | | Curtis J. Myers | 32,903 | $558,644 | 49,653 | $839,140 | | Richard S. Kraemer(2) | - | - | - | - | | Angela M. Snyder | 17,358 | $294,713 | 26,195 | $442,688 | | Meg R. Mueller | 17,358 | $294,713 | 26,195 | $442,688 | | Beth Ann L. Chivinski | 17,182 | $291,725 | 25,929 | $438,202 | | Mark R. McCollom(3) | 25,549 | $433,784 | - | - | | Karthik K. Sridharan(2) | - | - | - | - |

  91. Equity Awards – LTI Awards

    | (1) Shares valued at $16.90 per share on the May 1, 2024 vesting date. Vested amounts include accrued dividend equivalent units. |

  92. Equity Awards – LTI Awards

    | (2) Mr. Kraemer and Mr. Sridharan were hired after 2021 and therefore did not receive a 2021 Performance Share award. |

  93. Equity Awards – LTI Awards

    | (3) As a result of his separation from Fulton on February 8, 2024, Mr. McCollom forfeited his 2021 Performance Share Award. |

  94. Executive Compensation Policies

    Compliance with our stock ownership guidelines is determined on an annual basis. The Guidelines require that each executive officer comply with our stock ownership requirements within five years after the later of: (i) first being appointed to his or her position, (ii) being hired by Fulton or (iii) a change in the minimum ownership requirement. Stock ownership excludes Fulton stock options and unvested equity awards, but includes all other shares beneficially owned and reported on an individual’s Form 3, 4 or 5 filed with the SEC, including shares owned individually, deferred vested stock unit awards, shares held in retirement accounts, indirect ownership and jointly held shares of Fulton common stock. As of December 31, 2024, Mr. Myers has until December 31, 2028 to comply with the stock ownership guideline requirements. Ms. Snyder and Mr. Kraemer have until December 31, 2029 to comply with the stock ownership guideline requirements. Except for Mr. Sridharan (who, prior to his departure, had until December 31, 2028 to comply with his stock ownership guideline requirements), all of the other NEOs who were employed by Fulton on December 31, 2024 satisfied their respective stock ownership guideline requirements. Clawback Policies Fulton maintains two distinct clawback policies – its Amended and Restated Compensatory Recovery “Clawback” Policy (the “Clawback Policy”) and its Mandatory Recovery of Compensation Policy (the “Mandatory Clawback Policy”). Our Clawback Policy contains clawback provisions for all participants, including the NEOs, with respect to performance-based compensation, including VCP Awards and Performance Shares. The Clawback Policy identifies the events that may give rise to a clawback, including: (i) any accounting restatement due to Fulton’s material noncompliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, (ii) there is a material inaccuracy in the calculation of Fulton’s performance metrics used to determine incentive compensation or (iii) there is a material violation of our Code of Conduct resulting in a negative financial impact to Fulton. Our Board also adopted a separate and distinct Mandatory Clawback Policy that applies to any performance-based compensation paid to executive officers, including the NEOs. Except as provided in the Mandatory Clawback Policy, if Fulton is required to prepare any accounting restatement due to Fulton’s material noncompliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the Board will recover any recoverable amount of any incentive compensation received by a current or former executive officer. The recoverable amount will be repaid to Fulton within a reasonable time after the current or former executive officer is notified of the recoverable amount. Recovery under the Mandatory Clawback Policy will apply regardless of any misconduct, fault, or illegal activity of Fulton, the executive officer, or the Board. Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Other than through participation in our ESPP, we did not grant any options to any employee or other service provider in 2024, and as of December 31, 2024, we had no options outstanding that were granted to any employee or other service provider. With respect to our annual equity awards, the dollar value of such awards to be granted to the NEOs are typically approved at a meeting held in February of each year by the Board, in the case of Mr. Myers, and by the HR Committee, in the case of the other NEOs. The grant date for those annual equity awards is May 1 of each year. The dollar value of the annual equity awards to the NEOs is converted into shares by dividing the dollar value of each annual equity award by the closing price of our common stock on the grant date or, if the grant date is not a business day, then the next preceding business day, rounded down to the nearest whole share. The Board and the HR Committee do not take into account material nonpublic information when determining the timing and terms of annual equity awards to our NEOs. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Tax Deductibility of Compensation Expense Section 162(m) of the Tax Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. While the HR Committee considers the deductibility of awards as one factor in determining executive compensation, the HR Committee also looks at other factors in making its decisions, as detailed in the CD&A, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. CEO Pay Ratio Disclosure We are providing the following information about the annual total compensation of our median employee (“Median Employee”) and the annual total compensation of our CEO:

  95. Executive Compensation Policies

    | | Pay Ratio Summary | | • | The 2024 annual total compensation of our Median Employee (other than our CEO) was $68,288. | | • | The 2024 annual total compensation of our CEO, as reported in the Summary Compensation Table, was $3,337,831. | | • | For 2024, the ratio of the annual total compensation of our CEO to our Median Employee was 48.88 to 1. |

  96. Summary Compensation Table

    Summary Compensation Table

  97. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Curtis J. Myers Chairman of the Board and CEO (PEO) | 2024 | 901,154 | - | 1,329,526 | 1,002,173 | 104,977 | 3,337,830 | | | 2023 | 850,000 | - | 954,757 | 382,500 | 122,183 | 2,309,440 | | | 2022 | 638,057 | - | 626,009 | 767,423 | 107,556 | 2,139,045 | | Richard S. Kraemer(5) Senior Executive Vice President and CFO (PFO) | 2024 | 167,115 | 298,064 | 749,997 | 130,095 | 14,230 | 1,359,501 | | | 2023 | - | - | - | - | - | - | | | 2022 | - | - | - | - | - | - | | Angela M. Snyder(6) President | 2024 | 550,000 | - | 637,240 | 428,159 | 72,181 | 1,687,580 | | | 2023 | 500,000 | - | 468,014 | 175,000 | 65,881 | 1,208,895 | | | 2022 | 459,865 | - | 378,563 | 390,426 | 55,414 | 1,284,268 | | Meg R. Mueller(7) Senior Executive Vice President and Enterprise Credit Executive | 2024 | 433,290 | - | 376,515 | 240,931 | 53,409 | 1,104,145 | | | 2023 | 428,803 | - | 292,475 | 107,201 | 48,819 | 877,298 | | | 2022 | 413,358 | - | 300,235 | 292,451 | 50,505 | 1,056,549 | | Beth Ann L. Chivinski(8) Senior Executive Vice President and former Interim CFO (Former PFO) | 2024 | 491,795 | - | 496,928 | 382,848 | 32,591 | 1,404,162 | | | 2023 | 424,450 | - | 289,507 | 106,112 | 38,527 | 858,596 | | | 2022 | 409,161 | - | 297,187 | 289,481 | 41,813 | 1,037,642 | | Mark R. McCollom(9) Former Senior Executive Vice President and CFO (Former PFO) | 2024 | 65,385 | - | - | - | 330,658 | 396,043 | | | 2023 | 500,000 | - | 468,014 | - | 86,465 | 1,054,479 | | | 2022 | 456,305 | - | 441,922 | 451,970 | 81,600 | 1,431,797 | | Karthik K. Sridharan(10) Senior Executive Vice President and Chief Operations and Technology Officer | 2024 | 450,000 | - | 391,024 | 250,222 | 29,273 | 1,120,519 | | | 2023 | 242,308 | 37,500 | 199,996 | 112,500 | 11,479 | 603,783 |

  98. Summary Compensation Table

    | (1) Titles and positions listed are as of December 31, 2024. |

  99. Summary Compensation Table

    | (2) Amounts represent the grant date fair values of stock awards (RSUs and Performance Shares), granted to our NEOs during the applicable year. Mr. Kraemer’s grant was a new hire grant of RSUs on September 3, 2024. The closing price of Fulton common stock on September 3, 2024 was $19.21. The grant date fair value of the Performance Shares in 2024, 2023 and 2022 was determined in accordance with ASC Topic 718. Assumptions used in the calculation of the amounts reported in this column are discussed in Note 16 to our Consolidated Financial Statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Fair value is based on a Monte Carlo simulation used to account for market conditions. The number and type of awards granted in 2024 is reflected in the “Grants of Plan-Based Awards” table below. The fair value of Performance Shares granted in 2024, 2023 and 2022 are shown in this table assuming the target level of such awards will be earned. The grant date fair value of the Performance Shares granted in 2024, if earned at the maximum performance level, would equal $1,783,436 for Mr. Myers; $666,587 for Ms. Chivinski; $854,807 for Ms. Snyder; $524,530 for Mr. Sridharan; and $505,064 for Ms. Mueller. As a result of Mr. McCollom’s separation on February 8, 2024, Mr. McCollom forfeited all of his Performance Shares. |

  100. Summary Compensation Table

    | (3) The amounts reported in this column are VCP Awards detailed under “Annual Cash Incentives – VCP Awards” beginning on page 39. |

  101. Summary Compensation Table

    | (4) All other compensation includes: (i) Fulton contributions to the 401(k) Plan, (ii) Fulton contributions to the DCP, (iii) Fulton-paid club memberships, (iv) automobile perquisites and (v) other benefits individually that, except for Mr. McCollom and Ms. Snyder for 2024, are less than the greater of $25,000 or 10% of all perquisites. A breakdown of “All Other Compensation” is included in the table below. |

  102. Summary Compensation Table

    | (5) Mr. Kraemer was entitled to a minimum guaranteed bonus of $385,000 for 2024. Due to the 2024 Scorecard performance of 111.21% of target, Mr. Kraemer received a bonus of $298,064 in addition to a VCP Award of $130,095. The guaranteed bonus was a one-time arrangement negotiated as part of Mr. Kraemer’s hire in 2024. Mr. Kraemer was appointed CFO on November 1, 2024. |

  103. Summary Compensation Table

    | (6) Ms. Snyder was appointed President on January 1, 2024. |

  104. Summary Compensation Table

    | (7) Ms. Mueller was appointed Senior Vice President and Enterprise Credit Executive on August 1, 2024. |

  105. Summary Compensation Table

    | (8) Ms. Chivinski was appointed the Interim CFO on February 8, 2024. Ms. Chivinski ceased to be the Interim CFO on November 1, 2024 and retired on December 31, 2024. |

  106. Summary Compensation Table

    | (9) Mr. McCollom separated from Fulton on February 8, 2024. Pursuant to the terms of his separation agreement, Mr. McCollom received a separation payment of $325,000. |

  107. Summary Compensation Table

    | (10) Mr. Sridharan was entitled to a guaranteed 2023 VCP bonus of $150,000 resulting in a bonus of $37,500 in addition to his 2023 VCP Award of $112,500. This guaranteed bonus was a one-time arrangement negotiated as part of Mr. Sridharan’s hire in 2023. Mr. Sridharan separated from Fulton on January 31, 2025. |

  108. All Other Compensation

    | Name | Year | Qualified Retirement Plan Company Contribution ($) | Nonqualified Deferred Compensation Plan Company Contribution ($) | Club Memberships ($) | Automobile Perquisites ($) | Other Compensation and Perquisites(1) ($) | Total All Other Compensation ($)(2) | | Curtis J. Myers | 2024 | 17,250 | 47,320 | 24,865 | 4,647 | 10,894 | 104,977 | | | 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 | | Richard S. Kraemer | 2024 | - | - | - | 6,400 | 7,830 | 14,230 | | Angela M. Snyder(3) | 2024 | 17,250 | 19,198 | - | 2,204 | 33,529 | 72,181 | | | 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 | | Meg R. Mueller | 2024 | 17,250 | - | 13,887 | 11,169 | 11,104 | 53,409 | | | 2023 | 16,500 | - | 16,178 | 11,150 | 4,991 | 48,819 | | | 2022 | 15,250 | - | 15,800 | 11,215 | 8,240 | 50,505 | | Beth Ann L. Chivinski | 2024 | 17,250 | 12,660 | - | 1,481 | 1,200 | 32,591 | | | 2023 | 16,500 | 19,212 | - | 1,615 | 1,200 | 38,527 | | | 2022 | 15,250 | 21,746 | - | 2,988 | 1,829 | 41,813 | | Mark R. McCollom(4) | 2024 | 2,308 | - | - | 3,200 | 325,150(5) | 330,658 | | | 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 | | Karthik K. Sridharan | 2024 | 7,788 | 1,385 | - | 19,200 | 900 | 29,273 | | | 2023 | - | - | - | 10,400 | 1,079 | 11,479 |

  109. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  110. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock (#) | ($) | | Curtis J. Myers | 3/18/2024 | 5/1/2024 | - | - | - | - | - | - | 24,953 | 421,706 | | | 3/18/2024 | 5/1/2024 | - | - | - | 23,171 | 46,341 | 69,512 | - | 907,820 | | | 2/08/2024 | - | 450,577 | 901,154 | 1,802,308 | - | - | - | - | - | | Richard S. Kraemer(5) | 7/15/2024 | 9/3/24 | - | - | - | - | - | - | 39,042 | 749,997 | | | 7/15/2024 | - | 58,490 | 116,981 | 233,962 | - | - | - | - | - | | Angela M. Snyder | 3/18/2024 | 5/1/2024 | - | - | - | - | - | - | 11,959 | 202,107 | | | 3/18/2024 | 5/1/2024 | - | - | - | 11,106 | 22,212 | 33,318 | - | 435,133 | | | 2/08/2024 | - | 192,500 | 385,000 | 770,000 | - | - | - | - | - | | Meg R. Mueller | 3/18/2024 | 5/1/2024 | - | - | - | - | - | - | 7,066 | 119,415 | | | 3/18/2024 | 5/1/2024 | - | - | - | 6,562 | 13,124 | 19,686 | - | 257,099 | | | 2/08/2024 | - | 108,323 | 216,645 | 433,290 | - | - | - | - | - | | Beth Ann L. Chivinski | 3/18/2024 | 5/1/2024 | - | - | - | - | - | - | 9,326 | 157,609 | | | 3/18/2024 | 5/1/2024 | - | - | - | 8,661 | 17,321 | 25,982 | - | 339,318 | | | 2/08/2024 | - | 172,128 | 344,257 | 688,513 | - | - | - | - | - | | Mark R. McCollom(6) | - | - | - | - | - | - | - | - | - | - | | | - | - | - | - | - | - | - | - | - | - | | | - | - | - | - | - | - | - | - | - | - | | Karthik K. Sridharan(7) | 3/18/2024 | 5/1/2024 | - | - | - | - | - | - | 7,338 | 124,012 | | | 3/18/2024 | 5/1/2024 | - | - | - | 6,815 | 13,630 | 20,445 | - | 267,012 | | | 2/08/2024 | - | 112,500 | 225,000 | 450,000 | - | - | - | - | - |

  111. Grants of Plan-Based Awards

    | (1) The amounts reflect incentive cash bonuses with respect to the VCP. The actual amounts paid for 2024 with respect to the VCP is set forth in the “Non-Equity Incentive Plan Compensation” column of the SCT. |

  112. Grants of Plan-Based Awards

    | (2) Represents the number of Performance Shares granted to the NEOs. Performance Shares are earned and vested based on the actual performance level achieved with respect to Fulton’s relative TSR during the performance period. The actual number of 2024 Performance Shares earned and vested is interpolated on a straight-line basis between the relevant targets. |

  113. Grants of Plan-Based Awards

    | (3) Represents the number of RSUs granted to the NEOs. |

  114. Grants of Plan-Based Awards

    | (4) See footnote 2 to the SCT on page 51 for additional information regarding the grant date fair value of the Performance Shares and RSUs. The grant date fair value of each equity award is computed in accordance with FASB ASC Topic 718. The closing price of Fulton common stock on the May 1, 2024 grant date was $16.90 and the closing price of Fulton common stock on the September 3, 2024 grant date was $19.21. All RSUs and Performance Shares were granted under the 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (the “Equity Plan”). |

  115. Grants of Plan-Based Awards

    | (5) Mr. Kraemer was granted a new hire award of RSUs on September 3, 2024. Mr. Kraemer was ineligible to receive a 2024 LTI Award since his hire date was after the May 1, 2024 grant date. |

  116. Grants of Plan-Based Awards

    | (6) Mr. McCollom was not granted any awards during 2024 due to his separation from Fulton on February 8, 2024. |

  117. Grants of Plan-Based Awards

    | (7) Mr. Sridharan separated from Fulton on January 31, 2025 and his unvested Performance Shares were forfeited. |

  118. 2024 Outstanding Equity Awards at December 31, 2024

    2024 Outstanding Equity Awards at December 31, 2024

  119. 2024 Outstanding Equity Awards at December 31, 2024

    | | Stock Awards | | | | | Name | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(2) | | Curtis J. Myers | - | | 61,656(4) | 1,188,726 | | | - | | 122,559(5) | 2,362,937 | | | 25,424(A) | 490,182 | 70,825(6) | 1,365,498 | | Richard S. Kraemer | 39,405(B) | 759,738 | - | - | | Angela M. Snyder | - | - | 37,285(4) | 718,850 | | | - | - | 60,078(5) | 1,158,299 | | | 11,898(A) | 229,385 | 33,947(6) | 654,506 | | Meg R. Mueller | - | - | 29,571(4) | 570,124 | | | - | - | 37,544(5) | 723,857 | | | 7,029(A) | 135,525 | 20,058(6) | 386,716 | | Beth Ann L. Chivinski | - | - | 29,271(4) | 564,336 | | | - | - | 37,163(5) | 716,508 | | | - | - | 26,472(6) | 510,386 | | Mark R. McCollom(7) | - | - | - | - | | | - | - | - | - | | | - | - | - | - | | Karthik K. Sridharan(8) | 15,385(C) | 296,623 | - | - | | | 7,477(D) | 144,149 | 20,831(6) | 401,626 |

  120. 2024 Outstanding Equity Awards at December 31, 2024

    | (1) Represents the number of RSUs and accrued dividend equivalent units on December 31, 2024. |

  121. 2024 Outstanding Equity Awards at December 31, 2024

    | (A) RSUs granted May 1, 2024. The RSUs will vest on May 1, 2027. |

  122. 2024 Outstanding Equity Awards at December 31, 2024

    | (B) RSUs granted on September 3, 2024. One-third of the RSUs will vest on each of September 3, 2025, 2026 and 2027. |

  123. 2024 Outstanding Equity Awards at December 31, 2024

    | (C) RSUs granted September 1, 2023. The RSUs vested on January 31, 2025 as a result of Mr. Sridharan's separation from Fulton. |

  124. 2024 Outstanding Equity Awards at December 31, 2024

    | (D) RSUs granted May 1, 2024. The RSUs vested on January 31, 2025 as a result of Mr. Sridharan's separation from Fulton. |

  125. 2024 Outstanding Equity Awards at December 31, 2024

    | (2) Market value of Performance Shares and RSUs shown is based on the Fulton closing price of $19.28 on December 31, 2024. The number of Performance Shares and RSUs includes dividend equivalent units accrued through December 31, 2024. As of December 31, 2024, the relative TSR performance that determined the number of Performance Shares allocated to the TSR component of the 2022, 2023 and 2024 Performance Shares awards were at target or above performance levels, and, as such, amounts are shown based upon maximum vesting of 150% for this component. For 2022 and 2023, with respect to the profit trigger component, maximum vesting of 100% has been used in the calculation. |

  126. 2024 Outstanding Equity Awards at December 31, 2024

    | (3) Represents the number of Performance Shares and accrued dividend equivalent units on December 31, 2024 based on maximum vesting. |

  127. 2024 Outstanding Equity Awards at December 31, 2024

    | (4) Performance Shares granted on May 1, 2022. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2025. |

  128. 2024 Outstanding Equity Awards at December 31, 2024

    | (5) Performance Shares granted on May 1, 2023. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2026. |

  129. 2024 Outstanding Equity Awards at December 31, 2024

    | (6) Performance Shares granted on May 1, 2024. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2027. |

  130. 2024 Outstanding Equity Awards at December 31, 2024

    | (7) Mr. McCollom forfeited all of his unvested stock awards upon his February 8, 2024 separation from Fulton. |

  131. 2024 Outstanding Equity Awards at December 31, 2024

    | (8) Mr. Sridharan forfeited his 2024 Performance Shares on the date of his January 31, 2025 separation from Fulton. |

  132. 2024 Option Exercise and Stock Vested

    2024 Option Exercise and Stock Vested

  133. 2024 Option Exercise and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Curtis J. Myers | - | - | 49,653 | $839,140 | | Richard S. Kraemer | - | - | - | - | | Angela M. Snyder | - | - | 26,477 | $447,485 | | Meg R. Mueller | - | - | 26,362 | $445,510 | | Beth Ann L. Chivinski | - | - | 26,149 | $441,920 | | Mark R. McCollom | - | - | - | - | | Karthik K. Sridharan | - | - | - | - |

  134. 2024 Option Exercise and Stock Vested

    | (1) Vested Performance Shares valued at $16.90 per share on the May 1, 2024 vesting date and include accrued dividend equivalent units. Amounts for Ms. Snyder, Ms. Mueller and Ms. Chivinski also include RSUs withheld to cover Social Security and Medicare taxes due to retirement eligibility at the time of the 2024 grant. With respect to Ms. Mueller and Ms. Chivinski, shares were withheld to cover taxes at the time of grant, and, with respect to Ms. Snyder, shares were withheld to cover taxes upon becoming retirement eligible on May 22, 2024. |

  135. 2024 Non-Qualified Deferred Compensation(1)

    2024 Non-Qualified Deferred Compensation(1)

  136. 2024 Non-Qualified Deferred Compensation(1)

    | Name | NEO Contributions in Last Fiscal Year(2) ($) | Registrant Contributions in Last Fiscal Year(3) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals and Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-end(4) ($) | | Curtis J. Myers | 111,277 | 47,320 | 222,636 | - | 1,708,909 | | Richard S. Kraemer | - | - | - | - | - | | Angela M. Snyder | 156,250 | 19,198 | 232,861 | - | 1,683,758 | | Meg R. Mueller | - | - | 149 | - | 3,046 | | Beth Ann L. Chivinski | 18,006 | 12,660 | 24,589 | - | 381,453 | | Mark R. McCollom | - | - | 37,572 | 50,830 | 231,073 | | Karthik K. Sridharan | 7,050 | 1,385 | 182 | - | 8,617 |

  137. 2024 Non-Qualified Deferred Compensation(1)

    | (1) For more details on our DCP, see “Deferred Compensation Plan” on page 46. |

  138. 2024 Non-Qualified Deferred Compensation(1)

    | (2) Amounts listed as NEO Contributions in Last Fiscal Year are included in the SCT for 2024 as Base Salary and/or Non-Equity Incentive Plan Compensation. |

  139. 2024 Non-Qualified Deferred Compensation(1)

    | (3) Amounts listed as Registrant Contributions to the DCP are also included as part of the NEOs’ “Total All Other Compensation” in the SCT. |

  140. 2024 Non-Qualified Deferred Compensation(1)

    | (4) The aggregate balances as of December 31, 2024 include the following amounts previously reported in the SCT for prior years for Messrs. Myers and McCollom, and Messes. Snyder, Mueller and Chivinski of $871,485, $219,463, $648,041, $0 and $126,124, respectively. Amounts listed as aggregate balances will be paid to the NEOs upon termination of employment for any reason. Refer to the DCP narrative description on page 46 for additional information. |

  141. Potential Payments on Termination and Change in Control

    Potential Payments on Termination and Change in Control Set forth below is a summary of the material terms regarding the potential compensation of Fulton’s NEOs in connection with a termination event or change in control of Fulton. In addition to the amounts set forth below, as the result of any termination of employment on December 31, 2024, each of the NEOs would be entitled to receive the amounts listed for him or her in the “Aggregate Balance at Last Fiscal Year-end” column of the 2024 Non-Qualified Deferred Compensation Table set forth above. The following defined terms will have the meanings set forth below: Definitions. The relevant definitions under the CIC Agreement are summarized as follows:

  142. Potential Payments on Termination and Change in Control

    | • | “Cause” means (i) the NEO’s commitment of a felony or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the NEO,(ii) the NEO’s use of alcohol or other drugs which interferes with the NEO’s performance, (iii) the NEO’s continuing deliberate and intentional refusal or failure to perform the NEO’s duties to Fulton, (iv) the NEO’s participation in conduct that brings public discredit on or injures the reputation of Fulton or (v) the NEO’s legal preclusion of employment. | | • | “Change in Control” means (i) during any period of not more than 36 months, the individuals that constituted the Board at the beginning of such period, with certain exceptions, cease to constitute at least a majority of Fulton’s Board, (ii) beneficial ownership of more than 30% of the outstanding voting power of Fulton common stock is acquired by any person, with certain exceptions, (iii) a merger or consolidation involving Fulton is consummated, unless at least 50% of the voting power of the resulting entity is represented by Fulton voting securities outstanding prior to such merger or consolidation, no person beneficially has the power to vote 30% or more of the voting power of the resulting entity, and at least a majority of the members of the board of directors of the resulting entity were members of the Board prior to the execution of the agreement which effectuated such merger or consolidation, (iv) the sale of all or substantially all of the assets of Fulton is consummated, or (v) Fulton’s shareholders approve a plan of liquidation or dissolution. | | • | “Disability” means a medically determinable physical or medical impairment that is expected to result in death or to last for at least 12 months and that either renders the NEO unable to engage in any substantial gainful activity or qualifies the NEO for benefits under a Fulton disability plan. | | • | “Good Reason” means (i) a breach by Fulton of its material obligations without remedy, (ii) a significant change in the NEO’s authority, duties, compensation or benefits or (iii) a relocation of the NEO outside a specified distance from where the NEO previously was based. | | • | “Retirement” means the NEO terminates employment with Fulton after the NEO has achieved the earlier of: (i) age 60 with at least ten years of service to Fulton or any affiliate or (ii) age 62 with at least five years of service to Fulton or any affiliate. | | • | “Without Cause” means any reason other than for Cause. |

  143. Potential Payments on Termination and Change in Control

    Voluntary Termination. In the event an NEO’s employment is voluntarily terminated by the NEO other than for Good Reason or Retirement, Fulton’s obligations are limited to the payment of the NEO’s earned but unpaid base salary, together with any applicable expense reimbursements and all earned but unpaid benefits and vested benefits (collectively, the “Accrued Obligations”). No other payments are required, and any unvested time-based restricted stock units and Performance Shares are forfeited by the NEO unless the voluntary termination is also a Retirement. Termination for Good Reason or Without Cause. If an NEO terminates his or her employment for Good Reason or the NEO’s employment is terminated by Fulton Without Cause, other than in connection with a Change in Control then in addition to the Accrued Obligations, the NEO is entitled to receive the NEO’s base salary for a period of one year, plus any vested and unpaid cash bonus for the prior fiscal year plus a cash bonus for the fiscal year in which the termination date occurs at the target payout level, pro-rated to the date of termination, except that Mr. Myers is entitled to receive his base salary for two years (paid over two years). The NEO and his or her spouse and eligible dependents are permitted to participate in employee health and other benefit plans for which the NEO is eligible during this one-year period (or two years, in the case of Mr. Myers). If Fulton is unable to continue the NEO’s participation in any employee benefit plan, the NEO will be compensated in an amount equal to the cost Fulton would have incurred had the NEO been eligible to participate in the plan plus an amount equal to the applicable individual income taxes due on such amount. Unvested Performance Shares are forfeited. Termination for Cause. If an NEO’s employment is terminated for Cause, Fulton is not obligated to make any further payments to the NEO, other than the Accrued Obligations. Unvested time-based RSUs and Performance Shares are forfeited. Retirement or Disability. In the event an NEO terminates his or her employment due to Retirement, the NEO is entitled to receive the Accrued Obligations, unvested time-based restricted stock units vest and Performance Shares remain outstanding and will vest based on achievement of the relevant performance goals. In the event of a termination due to an NEO’s Disability, the NEO is entitled to receive an amount equal to at least six months’ base salary as in effect immediately prior to the date of the Disability. After this six-month salary continuation period, for as long as the NEO continues to be disabled, the NEO will continue to receive at least 60% of the NEO’s base salary until the earlier of the NEO’s death or December 31 of the calendar year in which the NEO attains age 65 (the first $15,000 per month of this benefit is paid under our long-term disability policy generally applicable to all benefits-eligible employees, and the remainder is paid by Fulton). The NEO will also receive those benefits customarily provided by Fulton to disabled former employees through the earlier of December 31 of the year the NEO turns 65 and the NEO’s death including, but not limited to, life, medical, health and accident insurance. In addition, upon a termination of an NEO’s employment due to Disability, unvested RSUs automatically vest and unvested Performance Shares vest either on an accelerated basis, subject to the HR Committee’s determination of the extent to which the performance goals have been met, or vest subject to the achievement of the relevant performance goals. Death. In the event certain NEOs die while actively employed by Fulton, such NEO’s estate or beneficiaries are eligible for a payment from Fulton (in addition to the Accrued Obligations) equal to two times the NEO’s base salary (plus an amount equal to applicable individual income taxes due on such amounts) pursuant to individual death benefit agreements between Fulton and that NEO. In addition, under the terms of their respective death benefit agreements, Mr. Myers and Messes. Chivinski and Snyder would each receive a reduced, post-retirement death benefit of $5,000. The other NEOs are not eligible for any post-retirement death benefit. Further, in the event of the death of an NEO, unvested RSUs automatically vest and unvested Performance Shares vest either on an accelerated basis, subject to the HR Committee’s determination of the extent to which the performance goals have been met, or vest subject to the achievement of the relevant performance goals. Change in Control – NEOs other than Mr. Myers. If, during the period beginning 90 days before a Change in Control and ending two years after such Change in Control, an NEO is terminated by Fulton Without Cause or an NEO resigns for Good Reason, Fulton is required to pay the NEO (in addition to the Accrued Obligations) a lump sum payment equal to two times the sum of the NEO’s: (i) annual base salary immediately before the Change in Control and (ii) the highest annual cash bonus or other cash incentive compensation awarded to the NEO over the prior three years. The NEO is also entitled to receive: (i) an amount equal to that portion of the 401(k) Plan or DCP contributions for the NEO which did not vest plus an amount equal to the applicable individual income taxes due on such amount, (ii) an amount equal to two years of Fulton retirement plan contributions to each tax qualified or nonqualified retirement plan in which the NEO was a participant immediately prior to the NEO’s termination or resignation, (iii) payment of up to $10,000 for outplacement services and (iv) continuation of other employee welfare benefits for a period of two years. Change in Control – Mr. Myers. With respect to Mr. Myers, if during the period beginning 90 days before a Change in Control and ending two years after such Change in Control, Mr. Myers is terminated by Fulton Without Cause or he resigns for Good Reason, Fulton is required to pay Mr. Myers a lump sum payment equal to three times the sum of Mr. Myers’: (i) annual base salary immediately before the Change in Control and (ii) the average annual cash bonus or other cash incentive compensation awarded to Mr. Myers over the past three years. Mr. Myers is also entitled to receive: (i) an amount equal to that portion of the 401(k) Plan or DCP contributions for Mr. Myers which did not vest plus an amount equal to applicable individual income taxes due on such amount, (ii) an amount equal to two years of Fulton retirement plan contributions to each tax qualified or nonqualified retirement plan in which Mr. Myers was a participant immediately prior to Mr. Myers’ termination or resignation, (iii) payment of up to $10,000 for outplacement services and (iv) continuation of other employee welfare benefits for a period of two years. The NEOs are not entitled to receive continuation of other executive perquisites, but, the NEOs have the ability to purchase, at book value, any employer-provided automobile used by the NEO at the time of his or her termination.

  144. 2024 Neo Change in Control and Termination Table

    | Potential Payments as of December 31, 2024 | | | | | | | | NEO | Voluntary Termination or Termination for Cause | Termination Without Cause or for Good Reason – Not in Connection With a Change in Control(4) | Termination Without Cause or for Good Reason – in Connection With a Change in Control(5) | Termination Due to Retirement(6) | Termination Due to Disability(7) | Termination Due to Death(8) | | Curtis J. Myers | | | | | | | | Cash ($) | - | 3,642,308 | 2,747,907 | - | 3,438,548 | 1,840,000 | | Equity ($)(1) | - | 490,182 | 4,081,008 | - | 4,081,008 | 4,081,008 | | Pension/NQDC Contributions ($)(2) | - | - | 129,140 | - | - | - | | Perquisites and Benefits ($)(3) | - | 30,975 | 40,975 | - | 124,006 | 30,975 | | Tax Reimbursement ($) | - | - | - | - | - | 1,177,868 | | TOTAL ($) | - | 4,163,465 | 6,999,031 | - | 7,643,562 | 7,129,851 | | Richard S. Kraemer | | | | | | | | Cash ($) | - | 935,000 | 1,243,957 | - | 2,982,603 | 1,100,000 | | Equity ($)(1) | - | 759,738 | 759,738 | - | 759,738 | 759,738 | | Pension/NQDC Contributions ($)(2) | - | - | - | - | - | - | | Perquisites and Benefits ($)(3) | - | 19,808 | 49,615 | - | 357,542 | 39,615 | | Tax Reimbursement ($) | - | - | - | - | - | 704,160 | | TOTAL ($) | - | 1,714,546 | 2,053,310 | - | 4,099,883 | 2,603,513 | | Angela M. Snyder | | | | | | | | Cash ($) | - | 935,000 | 1,554,938 | - | 878,904 | 1,100,000 | | Equity ($)(1) | - | 229,385 | 2,082,433 | 2,082,433 | 2,082,433 | 2,082,433 | | Pension/NQDC Contributions ($)(2) | - | - | 72,896 | - | - | | | Perquisites and Benefits ($)(3) | - | 15,488 | 40,975 | - | 62,353 | 30,975 | | Tax Reimbursement ($) | - | - | - | - | - | 704,160 | | TOTAL ($) | - | 1,179,873 | 3,751,242 | 2,082,433 | 3,023,690 | 3,917,568 | | Meg R. Mueller | | | | | | | | Cash ($) | - | 649,935 | 1,534,255 | | 517,807 | 866,580 | | Equity ($)(1) | - | 135,525 | 1,369,912 | 1,369,912 | 1,369,912 | 1,369,912 | | Pension/NQDC Contributions ($)(2) | - | - | 34,500 | - | | | | Perquisites and Benefits ($)(3) | - | 19,808 | 49,615 | - | 74,591 | 39,615 | | Tax Reimbursement ($) | - | - | - | - | | 554,737 | | TOTAL ($) | - | 805,268 | 2,988,283 | 1,369,912 | 1,962,311 | 2,830,845 |

  145. 2024 Neo Change in Control and Termination Table

    | Potential Payments as of December 31, 2024 | | | | | | | | NEO | Voluntary Termination or Termination for Cause | Termination Without Cause or for Good Reason – Not in Connection With a Change in Control(4) | Termination Without Cause or for Good Reason – in Connection With a Change in Control(5) | Termination Due to Retirement(6) | Termination Due to Disability(7) | Termination Due to Death(8) | | Beth Ann L. Chivinski | | | | | | | | Cash ($) | - | 844,257 | 1,660,896 | - | 278,767 | 1,000,000 | | Equity ($)(1) | - | 178,880 | 1,306,921 | 1,306,921 | 1,306,921 | 1,306,921 | | Pension/NQDC Contributions ($)(2) | - | - | 59,820 | - | - | - | | Perquisites and Benefits ($)(3) | - | 12,576 | 35,152 | - | 3,015 | 25,152 | | Tax Reimbursement ($) | - | - | - | - | - | 640,146 | | TOTAL ($) | - | 1,035,713 | 3,062,789 | 1,306,921 | 1,588,703 | 2,972,218 | | Karthik K. Sridharan | | | | | | | | Cash ($) | - | 675,000 | 1,110,760 | - | 1,078,521 | 900,000 | | Equity ($)(1) | - | 440,772 | 708,523 | - | 708,523 | 708,523 | | Pension/NQDC Contributions ($)(2) | - | | 18,346 | - | | - | | Perquisites and Benefits ($)(3) | - | 7,391 | 24,782 | - | 70,093 | 14,782 | | Tax Reimbursement ($) | - | - | - | - | - | 576,131 | | TOTAL ($) | - | 1,123,163 | 1,862,411 | - | 1,857,136 | 2,199,435 |

  146. 2024 Pay Versus Performance Disclosure

    2024 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 additional information with respect to our compensation philosophy and how we align executive compensation with our performance.

  147. 2024 Pay Versus Performance Disclosure

    | Pay Versus Performance Table | | | | | | | | | | Year(1) (a) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) | Average Compensation Actually Paid to Non-PEO NEOs(3) (e) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income (GAAP)(6) (h) | Company Selected Metric: Adjusted EPS(7) (i) | | | | | | | TSR (f) | Peer Group TSR(5) (g) | | | | 2024 | $3,337,831 | $4,335,378 | $1,178,658 | $1,073,637 | $134.46 | $111.09 | $289 | $1.68 | | 2023 | $2,309,440 | $2,862,798 | $999,817 | $1,196,969 | $111.42 | $95.17 | $284 | $1.70 | | 2022 | $4,923,557 | $5,537,243 | $1,541,616 | $1,675,245 | $109.15 | $102.00 | $287 | $1.76 | | 2021 | $4,207,894 | $5,365,077 | $1,395,455 | $1,745,204 | $106.37 | $125.45 | $275 | $1.62 | | 2020 | $3,084,495 | $2,225,418 | $1,082,224 | $821,870 | $76.52 | $88.19 | $178 | $1.08 |

  148. 2024 Pay Versus Performance Disclosure

    | (1) Mr. Myers served as the PEO for the entirety of 2024 and 2023. Mr. Wenger served as the PEO for the entirety of 2022, 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows: |

  149. 2024 Pay Versus Performance Disclosure

    | • | 2024: Mark R. McCollom, Beth Ann L. Chivinski, Richard S. Kraemer, Angela M. Snyder, Karthik K. Sridharan and Meg R. Mueller; | | • | 2023: Mark R. McCollom, Angela M. Snyder, Meg R. Mueller and Beth Ann L. Chivinski; | | • | 2022: Mark R. McCollom, Curtis J. Myers, Natasha Luddington and Angela M. Snyder; | | • | 2021: Curtis J. Myers, Mark R. McCollom, Angela M. Snyder and Meg R. Mueller; and | | • | 2020: Mark R. McCollom, Curtis J. Myers, Angela M. Snyder and Beth Ann L. Chivinski. |

  150. 2024 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. |

  151. 2024 Pay Versus Performance Disclosure

    | (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. |

  152. 2024 Pay Versus Performance Disclosure

    | (4) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  153. 2024 Pay Versus Performance Disclosure

    | (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. |

  154. 2024 Pay Versus Performance Disclosure

    | (6) Amounts in millions. |

  155. 2024 Pay Versus Performance Disclosure

    | (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. |

  156. 2024 Pay Versus Performance Disclosure

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO Myers | Average Non-PEO NEOs | 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 | $3,337,831 | $1,178,658 | $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 | $1,329,526 | $441,951 | $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 | $1,432,754 | $375,360 | $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 | $789,392 | $177,116 | $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 | - | $80,075 | - | - | - | - | - | - | - | - | | 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 | $104,927 | $27,582 | ($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 | - | $323,203 | - | - | - | - | - | - | - | - |

  157. 2024 Pay Versus Performance Disclosure

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO Myers | Average Non-PEO NEOs | PEO Myers | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Prior to the Vesting Date Not Otherwise Reflected in Total Compensation for the Covered Year | - | - | - | - | - | - | - | - | - | - | | Compensation Actually Paid | $4,335,378 | $1,073,637 | $2,862,798 | $1,196,969 | $5,537,243 | $1,675,245 | $5,365,077 | $1,745,204 | $2,225,418 | $821,870 |

  158. 2024 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 change in equity value is determined based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year. Performance Measures Used to Link Company Performance and CAP The following is a list of performance measures that represent the most important performance measures used by Fulton to link 2024 CAP to the NEOs to performance:

  159. 2024 Pay Versus Performance Disclosure

    | • | TSR; | | • | Adjusted EPS; | | • | Adjusted ROE; and | | • | Adjusted Operating Expenses/Average Assets. |

  160. Pay Versus Performance Charts

    Pay Versus Performance Charts Relationship between CAP and TSR. The graph below illustrates the relationship between Fulton’s TSR and the Peer Group TSR as well as the relationship between TSR and CAP for the PEO and average Non-PEO NEOs. Relationship between CAP and Net Income. The graph below illustrates the relationship between Fulton’s Net Income and CAP for the PEO and average Non-PEO NEOs. Relationship between CAP and Adjusted EPS. The graph below illustrates the relationship between Fulton’s Adjusted EPS and CAP for the PEO and average Non-PEO NEOs.