| 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 |
| (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: |
| • | 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. |
| (2) | Amounts reported in these columns represent: (i) the total compensation reported in the SCT for the applicable year for the PEO and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. |
| (3) | Amounts reported in these columns represent CAP. Adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for the applicable PEO and for the average of the Non-PEO NEOs is set forth in the following table. |
| (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. |
| (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. |
| (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. |
2025 Proxy Statement |63 | Fulton Financial Corporation
| 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 | - | - | - | - | - | - | - | - |
2025 Proxy Statement |64 | Fulton Financial Corporation
| 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 |
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.
