Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )

P.O. Box 4887
One Penn Square
Lancaster, Pennsylvania 17604

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
TUESDAY, MAY 16, 2023 AT 10:00 A.M. EASTERN TIME

TO THE SHAREHOLDERS OF FULTON FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2023 Annual Meeting (the “Annual Meeting”) of the shareholders of FULTON FINANCIAL CORPORATION (“Fulton”) will be held on Tuesday, May 16, 2023, at 10:00 a.m. eastern time, at the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, for the purpose of considering and voting upon the following matters:

OTHER BUSINESS. Such other business as may properly be brought before the Annual Meeting and any adjournments thereof.

Only those shareholders of record at the close of business on March 1, 2023 shall be entitled to be given notice of, to attend and to vote at, the Annual Meeting. Please take a moment to cast your vote over the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card or, alternatively, if you received paper copies of the proxy statement (the “Proxy Statement”) and proxy card, then complete, sign and date the proxy card and return it in the postage-paid envelope. If you attend the Annual Meeting, you may vote during the meeting in person or online by using the control number that appears on your proxy card even if you previously voted by proxy.

Your vote is important. Voting using the Internet or by telephone prior to the Annual Meeting is fast and convenient, and your vote is immediately tabulated and confirmed. Your proxy is revocable and may be withdrawn at any time before it is voted at the Annual Meeting. You are cordially invited to attend the Annual Meeting on May 16, 2023 at 10:00 a.m. eastern time. If you plan on attending the Annual Meeting in person, then please see the instructions contained in this Proxy Statement.

A copy of Fulton’s 2022 Annual Report on Form 10-K (the “Annual Report”) accompanies this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2023. Our Proxy Statement and Annual Report are available online at www.proxyvote.com. We will mail to certain shareholders a notice of internet availability of proxy materials which contains instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about April 3, 2023.

	Sincerely,
	Natasha R. Luddington
April 3, 2023	Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

TABLE OF CONTENTS

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This summary highlights information contained elsewhere in the proxy statement (the “Proxy Statement”) of Fulton Financial Corporation (“Fulton” or the “Company”). This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement for more detailed information on each topic prior to casting your vote.

When and Where	The 2023 Annual Meeting (the “Annual Meeting”) will be held at the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, on Tuesday, May 16, 2023, at 10:00 a.m. eastern time. To vote prior to the Annual Meeting, please go towww.proxyvote.com. To vote at, or attend, the Annual Meeting, you will need the control number included on your proxy card. Please refer to the “Date, Time and Place of the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting in person.
Matters to be Voted on and Vote Recommendations		Proposal				Board Recommendation		Page
	Proposal 1:	Election of Directors. The election of 11 director nominees to serve for a one-year term.				“FOR” each director nominee		6
	Proposal 2:	Advisory Vote on Executive Compensation. A non-binding advisory proposal to approve the compensation of Fulton’s named executive officers (“NEOs”).				“FOR” approval		30
	Proposal 3:	Advisory Vote on the Frequency of Shareholder Voting on Executive Compensation. A non-binding advisory proposal to approve whether the frequency of future advisory votes on the compensation of Fulton’s NEOs should be held every one, two or three years.				“FOR” an ANNUAL advisory vote on executive compensation		56
	Proposal 4:	Approval of the Amended and Restated 2023 Director Equity Plan. A proposal to approve the Amended and Restated 2023 Director Equity Plan (the “2023 Director Equity Plan”).				“FOR” approval		57
	Proposal 5:	Ratification of Independent Auditor. The ratification of the appointment of KPMG LLP (“KPMG”) as Fulton’s independent auditor for the fiscal year ending December 31, 2023.				“FOR” ratification		61
How to Vote Your Shares	You can vote your shares by visiting www.proxyvote.com.		Scan the following QR code with a mobile device.	You can vote your shares by calling 1-800-690-6903.	If you received a paper copy of the Proxy Statement, you can vote your shares by signing and returning your proxy card.		You can vote at the Annual Meeting. See “How to Vote” on page 66.
Electronic Delivery		If you would like to save paper and reduce the costs incurred by Fulton in printing and mailing proxy materials, you can consent by e-mail or the Internet to receiving all future proxy statements, proxy cards and annual reports on Form 10-K electronically. To sign up for electronic delivery, go to www.proxyvote.com and follow the instructions.

The Nominating and Corporate Governance Committee (the “NCG Committee”) recommended, and the Fulton Board of Directors (the “Board”) approved, 11 director nominees for election to serve as directors of Fulton until the completion of the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) or until their successors are duly elected and qualified.

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

The following table provides summary information regarding each director nominee as of the date of this Proxy Statement. Additional details about each of the director nominees can be found beginning on page 10.

Our Current Governance Best Practices

We are committed to maintaining strong corporate governance practices. The Board regularly reviews our governance policies and procedures to ensure compliance with laws, rules, and regulations and stays abreast of corporate governance best practices. We are also committed to operating with corporate social responsibility as a central tenet and continue to focus attention on environmental, social and governance (“ESG”) principles. Additional details about our corporate governance practices and our efforts to be a strong corporate citizen are set forth on page 18, and certain items are highlighted below.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to approve on a non-binding advisory basis, the compensation of Fulton’s NEOs, as discussed in this Proxy Statement, including the compensation, discussion and analysis (“CD&A”), compensation tables and narrative discussion. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse Fulton’s executive compensation program.

As an advisory vote, this proposal is not binding upon the Board, the HR Committee or Fulton. The HR Committee, however, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our executive officers. The Board believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by our stockholders. The CD&A beginning on page 31 gives a more detailed description of Fulton’s compensation policies, and certain items are highlighted below.

The Board unanimously recommends that shareholders vote “FOR” the approval of the compensation paid to Fulton’s NEOs as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative discussion.

Pursuant to Section 14A of the Exchange Act, we are providing our shareholders with an opportunity to indicate how frequently Fulton should seek a non-binding advisory say-on-pay vote of shareholders. By voting on this proposal, shareholders may indicate whether they would prefer to be presented with a non-binding advisory say-on-pay vote every one, two, or three years, or abstain from voting on this matter.

An annual non-binding advisory say-on-pay vote will provide shareholders with the ability to evaluate Fulton’s compensation program each year. In formulating its recommendation, the Board determined that an annual, non-binding advisory vote on executive compensation allows shareholders to provide Fulton with regular and timely input on its compensation principles, policies and practices.

As an advisory vote, this proposal is not binding on the Board, the HR Committee or Fulton. However, Fulton’s HR Committee and the Board will take into account the outcome of the vote when considering the frequency option that receives the highest number of shareholder votes.

The Board unanimously recommends that shareholders vote “FOR” the approval of an ANNUAL shareholder vote on the compensation of Fulton’s NEOs.

We are asking our shareholders to approve the 2023 Director Equity Plan. The 2023 Director Equity Plan is an important compensation tool designed to: (i) align the interests of our directors with those of Fulton’s shareholders by encouraging and creating ownership of shares of common stock of Fulton; (ii) enable Fulton to be competitive among its peers and attract and retain qualified directors who contribute to Fulton’s success by their efforts, service, ability and ingenuity; and (iii) provide long-term equity awards to our directors who are responsible for the success of Fulton and who are in a position to make significant contributions toward our objectives.

Subject to shareholder approval, the Board has reserved 453,922 shares of Fulton common stock for issuance under the 2023 Director Equity Plan.

The Board unanimously recommends that shareholders vote “FOR” the approval of the 2023 Director Equity Plan.

As a matter of good corporate practice, we are seeking your ratification of KPMG as our independent auditor for the fiscal year ending December 31, 2023. If our shareholders do not ratify the selection of KPMG, the Audit Committee may reconsider its selection.

For 2022, the total fees for services provided by KPMG, our current independent auditor, were $2,713,000, all of which represented audit fees, except for $60,000 in tax fees. Additional details about audit matters can be found beginning on page 61.

The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment of KPMG as Fulton’s independent auditor for the fiscal year ending December 31, 2023.

Director Nominees

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

All the director nominees are current directors and all director nominees serve on the Fulton Bank, N.A. (“Fulton Bank”) Board of Directors (the “Bank Board”). The NCG Committee recommended, and the Board approved, the nomination of the above individuals. The Board has no reason to believe that any of its director nominees will be unable to accept nomination or to serve as a director if elected at the Annual Meeting.

The Board is currently comprised of 13 directors, all of whom were elected at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). Messrs. Hodges and Strauss will not stand for re-election at the Annual Meeting as both directors reached Fulton’s mandatory retirement age. The Board would like to thank Messrs. Hodges and Strauss for their service and valuable contributions to the Board.

Effective at the Annual Meeting, the Board reduced the board size to 11 directors.

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

Majority Vote Standard

Fulton’s NCG Committee recommended, and the Board adopted, a majority vote standard for uncontested director elections. 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 following certification of the shareholder vote. The NCG Committee will consider the tendered resignation and recommend to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the shareholder vote. There is no cumulative voting for our directors.

Director Qualifications

Diverse Mix of Skills, Qualifications and Attributes

The NCG Committee and the Board believe that the 2023 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, expertise and diversity. While the Board has not adopted a formal written policy regarding director diversity, the Board appreciates and embraces the value of Board diversity. The Board believes different points of view brought through diverse representation leads to better business performance, decision making and understanding of the needs of our diverse clients, employees, shareholders, business partners and other stakeholders.

In considering a director nominee, Fulton considers, among other things, the following factors: (i) whether the candidate is recommended by executive management, (ii) the individual’s professional and personal qualifications, including business experience, education and community and charitable activities, (iii) the individual’s familiarity with one or more of the communities in which Fulton is located or is seeking to locate and (iv) the diversity in race, national origin and gender that the individual may provide to the Board and its committees.

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:

Additionally, the NCG Committee may consider other areas relevant to our strategic growth and business needs and other important attributes, such as: (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 (the “Bylaws”), no person may be nominated for election 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. Messrs. Hodges and Strauss will not stand for re-election at the Annual Meeting as both directors reached Fulton’s mandatory retirement age.

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 6.5 years ensuring fresh perspectives. Our director nomination process reflects our continued growth and our 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.

Gender Diversity 36.4%	Racial Diversity 27.3%	Average Director Nominee Tenure 6.5 Years

Selecting and Nominating Director Candidates

Fulton’s Corporate Governance Guidelines (the “Guidelines”) provide that our Board should 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 identifies candidates for membership on the Board and recommends such candidate’s nomination to the Board based on his or her ability to diversify and complement the Board’s existing strengths. The NCG Committee also considers director nominees who are recommended by non-management directors, Fulton’s CEO, other senior officers and third parties. Information on the experience, qualifications and attributes of Fulton’s director nominees is detailed under “Director Nominees” on page 10.

Our shareholders may propose director candidates for consideration by the NCG Committee by submitting the individual’s name and qualifications to the Chairman of the Board (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 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.

Nasdaq Board Diversity Matrix

The Board Diversity Matrix below presents the Board’s statistics and includes Messrs. Hodges and Strauss who are not standing for re-election at the Annual Meeting.

As of December 31, 2022, the gender identity and demographic background of the 13 directors elected at the 2022 Annual Meeting is reflected below.

Gender Diversity 30.8%	Racial Diversity 23.1%

Director Nominees

The biographies of each of our director nominees, as of the date of this Proxy Statement, are set forth below.

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

Executive Officers Who are Not Serving as Directors

Below is information regarding each of our executive officers who are not directors of Fulton as of the date of this Proxy Statement.

Information about Director Nominees, Directors and Independence Standards

Independence Standards

The Board determined that eight of Fulton’s 11 director nominees are “independent” within the meaning of the director independence standards of the Nasdaq listing standards and U.S. Securities and Exchange Commission (“SEC”) rules and regulations. Specifically, the Board determined that director nominees Messes. Crutchfield, Devine and Pergolin and Messrs. Etter, Martin, Moxley, Snyder and Spair met the Nasdaq 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 our Board must include a Lead Director, and the Board has 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, as appropriate:

Mr. Moxley has served as the Lead Director and independent Executive Committee Chair since June 2018.

Executive Sessions

In 2022, the Fulton independent directors met four times in executive session without management present. Fulton’s Lead Director presided over the executive sessions.

Board and Committee Evaluations

The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The self-evaluations are designed to encourage open and candid feedback on both the effectiveness of the Board and its committees as a whole as well as the effectiveness of each of its members. 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.

In 2022, the NCG Committee engaged an independent third-party leadership advisory firm, experienced in corporate governance matters, to provide our Board with a board effectiveness review addressing various topics of focus that were determined in advance. Among other items, topics included board effectiveness, individual director effectiveness and contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the Board in general. The third-party leadership advisory firm conducted extensive interviews with each member of the Board and certain members of senior management and synthesized the results and comments received during such interviews. These findings were then presented by the independent third-party leadership advisory firm to the full Board followed by review and discussion by the full Board. This third-party board effectiveness review highlighted the following key findings: (i) a strong board dynamic involving a high degree of collegiality and strong engagement and participation, (ii) an appreciation of the unique experiences and skillsets of Board members, (iii) the commitment and dedication of Board members and a desire to create value, (iv) a high degree of confidence and mutual trust in the CEO and the management team, (v) the Board’s growth mindset, (vi) the strong Lead Director, Board and committee chairs and (vii) increasing focus with regard to Board meeting mechanics, Board discussions and Board composition.

Annual CEO Performance Evaluation

Each year, the non-employee directors, in conjunction with the HR Committee, review the CEO’s performance over the past year in light of Fulton’s performance and strategic goals and objectives.

CEO and Executive Succession Planning

Succession planning for the CEO and other key executive officers is one of the Board’s key responsibilities. At least annually, the Board reviews and approves the CEO and other key executive officer succession plans. These plans include the identification of an interim successor if one should be needed. The CEO succession plan, in the event that the CEO is unwilling or unable to serve, is reviewed semi-annually with the HR Committee during an executive session of the Board. The Chief Human Resources Officer reviewed the succession planning process used by management to identify successors for each of the NEOs.

Outside Directorships

Fulton values the experience our directors bring from other boards on which they serve, but we encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation and effectiveness on these boards. Pursuant to our Guidelines, no director may serve on more than four total public company boards of directors, including the Board. Directors are asked to report all directorships, changed or new business activities, related-party relationships and public company board positions.

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.

Shareholder Engagement

The Board and management regularly engage with shareholders and will meet with shareholders that attend the Annual Meeting. In 2022, Fulton management engaged with institutional shareholders at various investor events.

Risk Oversight

Board’s Role in Risk Oversight

Fulton’s risk appetite is focused on enhancing shareholder value while managing risk at an acceptable level. Fulton’s Board, and the committees that monitor risk, assess and oversee risk management, including the establishment, tracking and reporting of key risk indicators across our strategic, reputation, credit, market, liquidity, operational, legal, compliance and regulatory risk pillars. Fulton also engages in continuing risk assessments, capital management and stress testing to ensure that Fulton has adequate capital to absorb potential losses under various stress scenarios. The Board specifically delegates certain risk oversight functions to the Risk, HR, Audit and NCG Committees as follows:

Management’s Role in Risk Oversight

Fulton’s Chief Risk Officer and members of Fulton’s Enterprise Risk Management Committee (“ERMC”), a management-level risk committee, oversee existing and organization-wide emerging risks and serve as the primary review function prior to escalation to the Risk Committee and the Board. This officer-level risk management committee provides management-level risk oversight, including oversight of Fulton’s risk management and compliance programs.

Risk Appetite Statement

On an annual basis, the Board adopts a formal Risk Appetite Statement (“RAS”) that details our risk management approach and the qualitative and quantitative parameters within which Fulton executes its business strategies. The RAS also outlines the general structure within which Fulton manages risk while balancing our customer and community needs and enhancing shareholder value.

Risk & Controls

Fulton’s framework for enterprise risk management consists of three “lines of defense.” Our first line of defense, our lines of business, bank operations, shared services operations and certain corporate functions have primary responsibility for risk management and compliance, including process deployment, risk identification, training and reporting. Our second line of defense, our independent risk management units, which include, but are not limited to, risk management, compliance, loan review, vendor risk management, fraud risk management, Bank Secrecy Act compliance and information security, is responsible for: (i) overseeing risk, (ii) defining governance requirements for risk management and compliance and (iii) monitoring front line unit risk and compliance activities in discrete areas. Our third line of defense, our internal audit function, independently validates the effectiveness of internal controls and risk management activities within the front-line independent risk management units and periodically reports its results to management and the Board.

Board’s Role in Cybersecurity Risk

Cybersecurity risk is a key consideration in Fulton’s operational risk management. Under the direction of our Chief Information Security Officer, Fulton maintains a formal information security management program that is subject to oversight by, and reports to, the Risk Committee. Given the nature of Fulton’s operations and business, including Fulton’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels. As such, cybersecurity risk is considered an enterprise-wide risk subject to control and monitoring at various levels of management throughout the business. In accordance with its charter, the Risk Committee oversees and reviews reports on significant matters of actual, threatened or potential breaches of corporate security, including cybersecurity.

Board’s Role in Consumer Financial Protection

Under the direction of Fulton’s Chief Compliance Officer, Fulton maintains a consumer compliance program that is subject to oversight of, and reporting to, the Risk Committee. The consumer compliance program includes regular risk assessments, policy updates, compliance monitoring, involvement in new product and significant project initiatives, regulatory change management, independent audit testing and a compliance training program administered by Fulton’s Center for Learning and Talent Development. Compliance courses are mandatory and are assigned based upon an employee’s role. Fulton’s compliance management system also includes customer feedback and complaint monitoring. Our compliance management system is subject to review and examination by various regulatory agencies, including the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau.

Meetings and Committees of the Board

Meeting Attendance

During 2022, the Board met 12 times. In 2022, each director attended at least 75% of the meetings of the Board and the committees on which he or she served.

Unless their absence is excused, Fulton expects directors to attend the Annual Meeting. Out of 13 of our then-incumbent directors, 11 attended the 2022 Annual Meeting.

Other Board Committees

We believe our Board has created a sound committee structure designed to help the Board carry out its responsibilities in an effective and efficient manner. While the Board may form, from time to time, ad hoc or other special purpose committees, the Board has five regular standing committees: Audit, Executive, HR, NCG and Risk.

Each of the Audit, HR, NCG and Risk Committees meets regularly and at least on a quarterly basis. The committees, typically through their committee chairpersons, routinely report their actions to, and discuss their recommendations with, the full Board.

The Board has determined that each of the current members of the Audit, HR and NCG Committees is “independent” within the meaning of the applicable SEC rules and Nasdaq listing standards.

The names of the members (chairpersons and vice chairpersons specifically noted) as of December 31, 2022 and highlights of some of the key oversight responsibilities of the Board committees are set forth below.

Committee Governance

The Board has adopted a written charter for each of the Audit, HR, NCG and Risk Committees that are available on Fulton’s website, www.fultonbank.com, under “Investor Relations — Overview — Governance Documents.” The Board reviews the committees’ charters, and each committee reviews its own charter, on at least an annual basis.

The charters provide that the committees have adequate resources and authority to discharge their responsibilities, including appropriate funding for the retention of external consultants or advisors as the committees deem necessary and appropriate.

HR Committee Interlocks and Insider Participation

For 2022, the HR Committee was comprised of Messes. Crutchfield and Devine and Messrs. Strauss, Etter, Hodges, Moxley and Spair, each of whom is an independent director. None of these individuals is or has been an officer or employee of Fulton during the last fiscal year or as of the date of this Proxy Statement, or is serving or has served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that has an executive officer serving on the compensation committee (or other board committee performing equivalent functions). No executive officer of Fulton served as a director of another entity that had an executive officer serving on the HR committee (or other board committee performing equivalent functions). Finally, no executive officer of Fulton served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that had an executive officer serving as a director of Fulton.

Corporate Governance Guidelines

The Board has developed and adopted a set of corporate governance principles to promote the functioning of the Board and its committees and to establish a common set of expectations as to how the Board should perform its functions. Fulton’s Guidelines address, among other matters: (i) the size of the Board, (ii) director qualifications, (iii) the majority vote standard with respect to the election of directors, (iv) service on other boards and director change in status, (v) meeting attendance and review of meeting materials, (vi) director access to management and independent advisors, (vii) the position of Lead Director, (viii) executive sessions, (ix) CEO evaluation and succession planning, (x) Board and committee evaluations, (xi) stock ownership guidelines, (xii) communications by interested parties, (xiii) Board and committee minutes and (xiv) the Code of Conduct.

The current Guidelines can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The Guidelines are available on Fulton’s website at www.fultonbank.com under “Investor Relations — Overview — Governance Documents.”

Code of Conduct

The Board has adopted the Code of Conduct that governs the conduct of its directors, officers and employees. Our Code of Conduct sets forth specific standards of conduct that we expect all of our employees and directors to follow so that Fulton conducts its business in accordance with the highest ethical standards of the financial industry and complies with all laws regulating the conduct of Fulton and its employees. In addition, we maintain an ethics hotline for employees to use on an anonymous basis. A current copy of the Code of Conduct can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The current Code of Conduct is available on Fulton’s website at www.fultonbank.com under “Investor Relations — Overview — Governance Documents.”

ESG Overview

We are a community-focused, purpose-driven organization with a deep, long-standing commitment to promoting sound ESG practices. We recognize that good practices and effective oversight and management of such matters are essential in driving success for our shareholders, the communities in which we operate as well as other stakeholders, including customers, employees and third-party vendors. Our Board and committees provide oversight of ESG matters as we continue to make progress in further enhancing our ESG approach, including promoting the success and well-being of our employees.

ESG Oversight

The Board designated the NCG Committee to be the Board-level committee responsible for oversight of our ESG strategy and corporate social responsibility reporting. We have a cross-functional management Corporate Social Responsibility Leadership Committee to coordinate Fulton’s ESG program that provides regular updates to the NCG Committee.

Employees

We recognize a crucial element of a successful organization is having a diverse, equitable and inclusive culture and workforce that encourages employees to share their opinions and different perspectives, and fosters a culture of respect. In recent years, we undertook many initiatives to increase our diversity, equity and inclusion practices, including, providing allyship training to leaders, conducting senior leader listening tours on diversity, equity and inclusion topics and supporting the launch of several employee resource groups.

We continually invest in our employees. We established the Center for Learning & Talent Development that delivers timely and relevant learning opportunities to help employees cultivate their strengths and enrich their careers. Our Employee Experience Council reviews data from employee engagement surveys that lead to action plans in response to this employee feedback. We measure progress based on these employee engagement surveys, and success toward meeting established performance goals is reflected in the compensation of certain executives with an employee engagement scorecard metric.

Community

As an active, integral member of local communities in which we operate, we recognize the importance of supporting communities, including through charitable giving as well as providing employees with volunteering opportunities in their communities. A key part of our mission is to serve low- and moderate-income individuals, minorities and small businesses operating in underbanked and underserved areas.

We established and fund our Fulton Forward Foundation (“Fulton Forward”) to make direct grants to groups in a manner aligned with our four Fulton Forward^® pillars detailed below. Our investment in opportunities for people in our communities to improve their lives includes focusing people and financial resources on philanthropic and volunteer activities to advance the Fulton Forward pillars that promote:

To ensure fair and equitable customer treatment, we established a fair lending compliance program consisting of policies, procedures, training, monitoring and testing controls to ensure compliance with Fair Lending laws. The Fair and Responsible Banking Strategy Committee, assisted by the Fair and Responsible Banking Director, oversees the development and execution of fair and responsible banking strategic programs and initiatives.

Environment

As responsible environmental stewards, we strive to reduce the environmental impact of our activities. We are mindful of our operational footprint and deploy efficient land and building practices to minimize the resources used in the communities in which we operate.

In 2022, we formed a working group of senior officers from different departments across our organization to further understand the climate-related opportunities and risks in our business. The working group is supporting us by:

We created a centralized Strategic Sourcing and Procurement department that seeks to reduce the costs of goods and services we purchase. These initiatives were created to reduce our overall environmental impact.

The Risk Committee has oversight responsibility for enterprise risks including climate risk factors. The Risk Committee evaluates Fulton’s established risk appetite and considers emerging risk factors such as ESG in its regular oversight and monitoring of management’s risk reporting and analysis. Climate risk factors in the credit and operational risk domains are considered in the risk appetite and monitoring processes. For more details on our Risk Committee’s activities, see “Board’s Role in Risk Oversight” on page 19.

ESG Reporting

In 2021, we published our Corporate Social Responsibility Report (the “CSR”) that highlights our approach to changing the lives of our customers, employees, members of our communities and other stakeholders for the better. The CSR can be found on Fulton’s website, www.fultonbank.com, under “About Fulton Bank 2021 Corporate Social Responsibility Report.” The content of the CSR and our website is not incorporated by reference into this Proxy Statement.

As part of our continued emphasis on engaging with stakeholders surrounding our ESG efforts, we plan to publish a 2022 CSR report that will include additional disclosures in alignment with the Sustainability Accounting Standards Board Standards and the United Nations Sustainable Development Goals.

Human Capital

Our workforce, excluding temporary employees and interns, as of December 31, 2022 consisted of approximately 3,300 employees, compared to approximately 3,200 employees as of December 31, 2021. In 2022, we experienced lower employee turnover than in 2021.

Employee Engagement and Retention. We place a premium on having a highly engaged workforce because we believe engaged employees tend to perform at a higher level, support our success and are more likely to remain with our organization. We conduct an annual survey of our workforce to measure employee engagement, assess employee morale and to help identify areas of the employee experience that could be improved. We then task our leaders with developing and implementing communication and action plans aimed at engaging with their respective teams to gain a better understanding of the results of the assessment and to foster enhanced future engagement.

Our leaders are held accountable for employee engagement scores for the teams they lead as each leader’s engagement score is included in their annual performance review. Additionally, aggregated employee engagement assessment results are reported to, and discussed by, our Board as we believe such assessment results are a key indicator of the health and well-being of our workforce.

Culture, Diversity and Inclusion. We believe that building relationships matters. This belief includes relationships with clients and customers and relationships among employees. In recent years, we have placed significant emphasis on developing our corporate culture, and we now consider our culture to be one of the primary components of our continuing success. Our culture-shaping program, The Fulton Experience, is a highly engaging program that is intended to create new ways of thinking about employees’ individual roles, how employees collaborate, and how we and our employees grow together. We believe that we succeed as a company because we value our employees’ teamwork and foster a culture around that belief. More recently, we have been applying that same emphasis to the development of a diverse, equitable, and inclusive workforce.

Compensation and Rewards. We invest in our workforce by offering competitive salaries, incentives, and benefits that are part of Fulton’s pay for performance culture. This is implemented through incentive programs that are tailored to drive performance in the business units as well as at the corporate level.

Workforce Recruitment and Development. We recruit our workforce, filling both vacant and new positions, largely by posting these positions on our website and on social media platforms, through employee referrals and through talent recruiting efforts by internal and third-party recruiters. We provide for professional development of new and existing employees largely through the efforts of our Center for Learning and Talent Development which develops and administers a wide variety of training programs for professional development. We also provide for a number of off-site, third-party offerings in which employees can further enhance their skills, knowledge and leadership potential. One such example, afforded to employees with future leadership potential, is through our participation in the Stonier School of Banking sponsored by the American Bankers Association.

Safety, Health and Wellness. The safety, health and wellness of our employees remains a top priority. In addition to traditional healthcare, paid time off, paid parental leave and retirement benefits, we provide emotional wellness and work-life services through our Employee Assistance Program. Through the COVID-19 pandemic, we implemented measures to maintain the safety of employees and customers at our financial centers and other facilities and, where appropriate, adopted remote and hybrid onsite-remote working arrangements. As the impacts of the COVID-19 pandemic have subsided, we continue to iterate our approach to remote and hybrid working arrangements to support new ways of working while strengthening employee engagement.

Related Person Transactions

In 2022, certain Fulton directors and executive officers, including certain NEOs, their family members and the companies with which they are associated, were customers of, and/or had banking transactions with, Fulton Bank. These transactions included deposit accounts, trust relationships, loans and other financial products and services provided in the ordinary course of business by Fulton Bank. All loans and commitments to lend made to these persons and to the companies with which they are associated: (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Fulton Bank and (iii) did not involve more than a normal risk of collectability or present other unfavorable features. It is anticipated that similar transactions will be entered into in the future.

In 2022, Fulton had one related person transaction in excess of $120,000 that included legal fees to Barley Snyder in the amount of $2.1 million. Ms. Craighead Carey, a director nominee, is a partner at Barley Snyder with less than a 10% interest in Barley Snyder. In 2022, Ms. Craighead Carey was not directly engaged as counsel for any Fulton-related matter, and she did not bill any hours on Fulton engagements.

In 2022, there were no family relationships among Board members, director nominees and Fulton executive officers requiring disclosure.

Fulton does not have a separate related person transactions policy. Under the Code of Conduct, directors must provide prompt notice to Fulton of all new or changed business activities, related person relationships and board directorships. The Audit Committee is charged with the oversight of and responsibility to conduct, on an annual basis, a review of all transactions with related persons as defined in applicable SEC regulations.

In February 2023, the Audit Committee reviewed and approved a report of all 2022 related person transactions.

Director Compensation

Our compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexities or business models. Our 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 2022, Fulton granted equity awards in the form of restricted stock units to its non-employee directors pursuant to the Amended and Restated Directors’ Equity Participation Plan (the “2019 Director Equity Plan”). These restricted stock units vest one year after their grant date.

Fulton reimburses directors for Board-related expenses and provides non-employee directors with a $50,000 term life insurance policy. Certain directors participate in Fulton’s Deferred Compensation Plan (the “DCP”) that allows a director to elect to defer a portion of his or her cash director fees. Annual cash retainers are paid in quarterly installments.

Below is the amount of compensation paid to non-employee directors in 2022:

¹ A cash retainer is not paid to the chairperson of the Executive Committee.

² The number of restricted stock units was based on the June 1, 2022 grant date, rounded up to the next whole share. The restricted stock units accrue dividend equivalents and vest one year after the grant date.

2022 Director Compensation

The following table details the compensation paid to each 2022 Fulton non-employee director:

¹ The amounts in this column consist of a $70,000 stock award granted on June 1, 2022 consisting of 4,465 stock units having a grant date fair value of $15.68 per share, the closing price of Fulton common stock on June 1, 2022. These stock awards vest on June 1, 2023.

² The amount excludes perquisites and other personal benefits with an aggregate value of less than $10,000.

³ Messrs. Graupera and Waters retired at the 2022 Annual Meeting. Messrs. Hodges and Strauss will not stand for re-election at the Annual Meeting as both directors reached Fulton’s mandatory retirement age.

⁴ This amount represents Ms. Pergolin’s director fees for service on the Bank Board prior to her election to the Board at the 2022 Annual Meeting.

Stock Ownership Guidelines

At the December 31, 2022 Board meeting, the Board revised the Guidelines that previously required each director to own at least $300,000 of Fulton common stock. Our Guidelines now require that each director own at least $350,000 of Fulton common stock no later than: (i) five calendar years after becoming a director or (ii) five calendar years after the adoption of the revised Guidelines. As of December 31, 2022, Messes. Craighead Carey and Pergolin and Messrs. Martin and Snyder are on track to achieve the stock ownership guideline percentage within five years of becoming subject to the guidelines. The remaining directors have satisfied the stock ownership guidelines.

Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners

The following table sets forth the beneficial ownership of Fulton common stock at the close of business on March 1, 2023 (the “Record Date”) by: (i) each director, (ii) each director nominee, (iii) each NEO and (iv) Fulton’s directors and executive officers as a group. The following information is based on information furnished by the respective directors and officers.

^* Represents less than 1.0% of the outstanding shares of Fulton’s common stock calculated in accordance with Rule 13d-3 of the Exchange Act.

¹ For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the Record Date, including restricted stock. Unless otherwise indicated, the nature of the beneficial ownership is sole voting and investment power but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person.

² Includes 22,431 shares issuable upon the exercise of vested stock options, which have been treated, in all cases, as outstanding shares for purposes of calculating the percentage of outstanding shares owned by each individual and as a group.

³ Ms. Devine’s ownership includes 1,000 shares held jointly with her spouse.

⁴ Mr. Hodges’ ownership includes: (i) 21,430 shares held in a 401(k) plan, (ii) 300 shares held an irrevocable trust for his children and (iii) 14,393 shares held by The Hodges Family Foundation, Inc. (the “Hodges Foundation”). Mr. Hodges has disclaimed beneficial ownership of the shares held by the Hodges Foundation.

⁵ Mr. Martin’s ownership includes 4,155 shares held in an individual retirement account and 125 shares held jointly with his spouse.

⁶ Mr. Moxley’s ownership includes: (i) 39,115 shares held by The Moxley Family Trust, (ii) 1,279 shares held solely by his spouse, (iii) 19,182 shares held by Mr. Moxley as custodian for his children and (iv) 28,000 shares held in a 401(k) plan.

⁷ Mr. Spair’s ownership includes 10,000 shares held jointly with his spouse.

⁸ Mr. Strauss’ ownership includes 4,977 shares held jointly with his spouse and 6,426 shares held in an individual retirement account.

⁹ Mr. Wenger’s ownership includes: (i) 144,297 shares held jointly with his spouse, (ii) 96,627 shares held in the 401(k) Plan, (iii) 3,711 shares held in the 401(k) Plan by his spouse and (iv) 406 shares held by Mr. Wenger as custodian for his children.

¹⁰ Mr. Myers’ ownership includes: (i) 54,837 shares held in the 401(k) Plan, (ii) 10,877 shares that may be acquired pursuant to the exercise of vested stock options and (iii) 14,109 shares held jointly with his spouse.

Owners of More Than Five Percent

The following table sets forth information as to those persons or entities believed by the Company to be beneficial owners of more than 5% of Fulton’s outstanding shares of common stock on the Record Date or as represented by the owner or as disclosed in certain reports regarding such ownership filed by such persons with Fulton and with the SEC, in accordance with Sections 13(d) and 13(g) of the Exchange Act. Other than those persons listed below, Fulton is not aware of any person, as such term is defined in the Exchange Act, that beneficially owns more than 5% of Fulton’s common stock as of the Record Date.

¹ Based on 166,110,774 shares of Fulton common stock issued and outstanding as of the Record Date.

² Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2023 that reported: (i) sole voting power as to 21,800,693 shares of Fulton common stock and (ii) sole dispositive power as to 22,591,402 shares of Fulton common stock.

³ Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2023 that reported: (i) sole voting power as to zero shares of Fulton common stock, (ii) sole dispositive power as to 17,159,316 shares of Fulton common stock, (iii) shared voting power as to 125,132 shares of Fulton common stock and (iv) shared dispositive power as to 285,627 shares of Fulton common stock.

⁴ Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 10, 2023 that reported: (i) sole voting power as to 11,962,838 shares of Fulton common stock and (ii) sole dispositive power as to 12,159,090 shares of Fulton common stock.

Proposal

Pursuant to the Dodd-Frank Act and Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to vote on a non-binding advisory proposal at the Annual Meeting to approve the compensation of Fulton’s NEOs, as discussed in this Proxy Statement, including the CD&A, compensation tables and narrative discussion. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse Fulton’s executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

We ask our shareholders to indicate their support for our executive compensation program for our NEOs and vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Fulton’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding on the Board, the HR Committee or Fulton. The HR Committee, however, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs. The Board believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by our shareholders.

The Board unanimously recommends that shareholders vote “FOR” the approval of the compensation paid to Fulton’s NEOs as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative discussion.

Vote Required

The affirmative vote of a majority of the shares for which votes are cast on the proposal at the Annual Meeting is needed to approve this proposal. Abstentions and broker non-votes will not be counted as votes cast and, therefore, will not affect this proposal. Further, the failure to vote, either by proxy or in person, will not have an effect on this proposal. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies will be voted “FOR” this proposal.

Compensation Discussion and Analysis

In this CD&A we explain the design of our 2022 executive compensation program for our CEO, Chief Financial Officer (“CFO”) and our three other highest paid executive officers, who we collectively refer to as our “NEOs.” The HR Committee has designed our NEO compensation program to: (i) align NEOs’ interests with the interests of our shareholders, (ii) pay for performance and (iii) attract, motivate and retain executive officers.

Executive Summary

Our 2022 NEOs are listed below:

¹ Mr. Wenger retired as Chairman and CEO on December 31, 2022.

² Effective January 1, 2023, Mr. Myers became Chairman, CEO and President.

The following tables highlight the key factors and outcomes with respect to our 2022 financial performance and executive compensation program:

* 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.

Executive Compensation Philosophy

Our executive compensation philosophy and program are intended to achieve the following three objectives:

Summary of Executive Compensation Practices

Our HR Committee regularly reviews our compensation practices and policies to ensure that they further our executive compensation philosophy. Below is a summary of certain of our corporate governance and compensation practices. The HR Committee believes our corporate governance and compensation practices closely align with the interests of our shareholders.

Pay for Performance

Our compensation philosophy is designed to align pay for performance on both a short- and long-term basis. We believe that the compensation of our NEOs should reflect Fulton’s overall performance as well as each individual NEO’s specific contributions to that performance.

We believe that a significant portion of our NEOs’ total compensation should be “performance-based” and “at risk,” meaning that its payment or vesting is based upon the achievement of predefined financial and performance metrics. We also believe that a significant portion should be variable, meaning that actual compensation paid to our NEOs will increase or decrease based on the achievement of pre-determined performance metrics.

A significant portion of pay “at-risk” motivates our executives to achieve performance goals and create value for our shareholders. 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 increasing shareholder value. A portion of our long-term incentive awards are also tied to our performance relative to our peer group.

As reflected in the charts below, 73% of our CEO’s target total 2022 compensation was “variable” or “at-risk,” and an average of 62% of our other NEOs’ target total 2022 compensation was “variable” or “at-risk.”

HR Committee

The HR Committee is currently comprised of seven 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, (ii) advice from outside advisors and experts, (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 or her own compensation.

The HR Committee reviews and makes recommendations to the Board with respect to the NEO base salaries and other compensation paid to the NEOs. The independent directors of the Board review and approve compensation decisions for the CEO and our other NEOs after review and upon recommendation of the HR Committee. The HR Committee also administers Fulton’s equity and other compensation plans.

Management

Our executive management team attends regular meetings at which Fulton’s performance and competitive compensation levels are discussed and evaluated.

As part of the performance evaluation process, each NEO meets individually with the CEO to discuss his or her respective performance. The CEO, with the HR Committee, reviews the performance of the other NEOs, and the CEO provides input regarding each of the other NEO’s performance. The NEOs are not present for the HR Committee’s discussions, deliberations and decisions with respect to their individual compensation. The HR Committee, without the CEO present, reviews the CEO’s overall performance and regularly has executive sessions without management present to discuss CEO performance. The HR Committee makes recommendations to the Board with respect to the compensation of the CEO and the other NEOs. Based on these recommendations, the Board, in executive session and with only independent directors present, makes all compensation decisions regarding the CEO and the other NEOs.

Compensation Consultant

In 2022, the HR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook performed a variety of assignments during 2022, including: (i) conducting an NEO compensation market analysis, (ii) the design of our executive compensation program including our annual cash incentive compensation awards (“VCP”) and equity awards, (iii) a review of our director compensation program and (iv) general compensation advice regarding our NEOs. As part of FW Cook’s 2022 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 2022, FW Cook and its affiliates did not provide additional services to Fulton or its affiliates. The HR Committee considered the independence of FW Cook for the 2022 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 independence rules and standards with respect to compensation committee consultants.

2022 Peer Group

As part of its annual review of our executive compensation program, the HR Committee established a peer group (the “2022 Peer Group”), with the assistance of FW Cook, 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 2022 Peer Group, as well as other relevant data provided by FW Cook, in establishing 2022 base salaries, 2022 annual cash incentive compensation awards (“VCP Awards”) and granting long-term equity awards in the form of performance shares (“Performance Shares”).

Fulton removes peer group companies upon the announcement that a peer group company is being acquired or is involved in a significant merger and acquisition (“M&A”) transaction. In 2021, as a result of peer group M&A activity, FW Cook recommended that First Midwest Bancorp, Inc., Investors Bancorp, Inc. and Webster Financial Corporation be removed from the 2022 Peer Group. The 2022 Peer Group is set forth below:

* A new peer for 2022.

Shareholder Say-on-Pay Proposal Historical Results

The Board and the HR Committee considers 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 last five years:

These prior say-on-pay votes confirm shareholder support of our compensation philosophy and objective of linking executive compensation to shareholder value creation.

Compensation Plan Risk Review

At its January 2023 meeting, the HR Committee conducted its annual incentive compensation plan risk assessment review. The HR Committee received an incentive compensation plan risk assessment report from management, and the HR Committee determined that our incentive compensation design and plans do not promote undue risk taking.

Elements of Our Executive Compensation Program

Our executive compensation program currently provides for a mix of base salary, short-term cash incentive and long-term equity-based incentive awards. The HR Committee reviews these components and effectiveness of our pay program annually. The HR Committee generally targets a range around the median of our peer group for positioning target total direct compensation. The purpose and key characteristics of each element of our executive compensation program are as follows:

Base Salary
	Purpose: Attract, motivate and retain NEOs. Key Feature: Base salary based on NEO’s position, experience, responsibilities and performance.
Annual Cash Incentive Awards – VCP Awards
	Purpose: Reward NEOs for the achievement of certain short-term financial, risk management and business goals. Key Feature: Reward NEOs for superior performance above the rigorous goals contained in our VCP scorecard detailed below.
Equity Awards – LTI Awards
	Purpose: Focus NEOs’ attention on delivering long-term performance results that increase shareholder value. Key Feature: Reward NEOs for our absolute and relative TSR performance while maintaining baseline profitability.
All Other Compensation
	Purpose: Attract and retain NEOs.

Base Salary

The HR Committee is responsible for setting executive officer base salaries. The HR Committee considers base salary levels as part of its process of ensuring that each execute officer’s overall compensation package is competitive, including annual and long-term incentives, the target amounts of which are generally based on a percentage of base salary.

Our NEO base salaries are set in line with the Company’s peer group median and based upon the NEOs’ position, experience, responsibilities and performance. During 2022, the HR Committee examined the pay levels of our NEOs based on the market and peer evaluation analysis performed by FW Cook in order to appropriately compare the compensation of our NEOs to the compensation paid by other companies with which we compete for talent. The HR Committee increased the base salary of Mr. Myers based on the peer evaluation analysis performed by FW Cook regarding his position and as a result of our long-term succession planning efforts. The HR Committee increased Ms. Snyder’s base salary in connection with her promotion to Fulton’s Chief Banking Officer, effective January 1, 2022.

Below are the 2021 and 2022 base salaries for each of the NEOs effective April 1 of each year.

¹ Effective January 1, 2022, Ms. Snyder’s base salary was increased to $450,000 in connection with her promotion to Chief Banking Officer.

² Ms. Luddington’s 2021 base salary is as of her October 25, 2021 hire date.

Annual Cash Incentives – VCP Awards

Overview

Under our 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (the “2022 Plan”), VCP Awards are “at risk” and calculated based on pre-determined performance goals, subject to financial performance thresholds and the HR Committee’s assessment, in its discretion, of our NEOs’ attainment of our 2022 goals. VCP Awards are designed to reward our NEOs for the achievement of certain short-term financial, risk management and business goals.

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 adjust any VCP Award up or down with a 200% of target award cap on individual awards.

2022 Scorecard Performance Metrics

In March 2022, the HR Committee approved the scorecard performance metrics for the 2022 VCP Awards (the “2022 Scorecard”), which included scores ranging from 0 to 5. The 2022 Scorecard included key objectives in the following three categories: “Financial Results,” “Risk Management” and “Business Objectives.” The HR Committee believes each of these objectives is a key driver of Fulton’s performance and aligns Fulton and its NEOs’ focus on continued long-term value creation.

Minimum ROE and Net Income Requirement

Annual VCP Awards are subject to financial performance thresholds. Regardless of the achievement of the performance goals, no VCP Award is paid unless Fulton achieves both a pre-determined ROE performance threshold and a pre-determined net income goal. In February 2023, the HR Committee evaluated the two criteria and determined:

* 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.

Target VCP Opportunities

In March 2022, 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:

¹ For purposes of determining VCP Awards, eligible earnings is the actual 2022 base salary paid to the NEOs.

² The HR Committee increased the 2022 payout target opportunity for Ms. Snyder from 50% to 60% as a result of her promotion to Chief Banking Officer on January 1, 2022.

2022 Scorecard Results

The HR Committee reviewed the NEOs’ 2022 Scorecard results and overall 2022 performance and determined that each of the NEOs qualified for a VCP Award.

The following table shows Fulton’s actual 2022 results with respect to the 2022 Scorecard:

^* 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.

¹ Interpolated on a straight-line basis.

VCP Payout Potential

In March 2022, the HR Committee approved the following pay line:

The final NEO 2022 Scorecard result yielded a 141.5% VCP Award payout. Below are the NEOs’ 2022 VCP Award target and 2022 VCP Award paid:

Equity Awards – LTI Awards

Overview

In 2022, LTI awards were granted to our NEOs in the form of performance shares (the “Performance Shares”). Under the 2022 Plan, long-term equity awards in the form of performance shares are calculated based on pre-determined performance goals and the HR Committee’s assessment, in its discretion, of our NEOs’ attainment of our 2022 goals. LTI awards are awarded to focus each of our NEO’s attention on delivering long-term performance results that increase shareholder value.

Performance Shares that vest, together with accrued dividend equivalents, are settled in shares of Fulton common stock on a one-for-one basis. Dividend equivalents will not be paid unless the Performance Shares vest.

The Performance Shares granted in 2022 vest based on two separate performance components that are summarized below:

TSR Component
	Allocation: 65% Grant Date: May 1, 2022 Performance Period: May 1, 2022 – March 31, 2025 Vesting: Relative TSR to 2022 Peer Group (defined below) determines the number of Performance Shares earned for the performance period
Profit Trigger Component
	Allocation: 35% Grant Date: May 1, 2022 Performance Period: January 1, 2024 – December 31, 2024 Vesting: 3-year, time-based cliff vesting conditioned on achievement of the Profit Trigger (defined below) for the performance period

Award Opportunities

The number of Performance Shares awarded to each of the NEOs is based on a target opportunity amount that may be varied by the HR Committee from 0% to 125% of target. For 2022, the target award opportunities (as a percentage of each NEO’s base salary) were as follows:

¹ 2022 LTI target opportunity is a percentage of the NEOs’ base salary as of January 1, 2022. Changes for 2022 were based on the peer evaluation prepared by FW Cook relative to certain NEOs.

² Reflects an increase from Mr. Wenger’s 2021 target of 125%.

³ Reflects an increase from Mr. Myers’ 2021 target of 100%.

⁴ Reflects an increase from Ms. Snyder’s 2021 target of 75%.

The actual pay out of the TSR portion of the Performance Shares is based on 2022 Peer Group performance from May 1, 2022 through March 31, 2025 using the following pay line:

The actual number of shares of Fulton common stock, if any, upon vesting may be higher or lower than the number of Performance Shares granted to the NEOs based on the attainment of the performance goals underlying the Performance Shares.

The Profit Trigger performance measure is Fulton’s net income from January 1, 2024 to December 31, 2024. In order to achieve this performance measure, net income must be greater than all dividends declared by Fulton for the immediately preceding four full calendar quarters prior to the May 1, 2022 Performance Shares grant date. The Profit Trigger component of the Performance Shares represents a fixed number of shares and is not subject to interpolation.

The 2022 grant date fair value of the Performance Shares, the total number of Performance Shares awarded, and the allocation of the Performance Shares are set forth below:

¹ Based on the May 1, 2022 grant date fair value of the Performance Shares.

Payout of 2019 Performance-Based Equity Awards

Fulton granted to the NEOs on May 1, 2019 performance share awards (the “2019 Performance Share Award”) that vested on May 1, 2022 based on the achievement of the performance goals. The performance metric targets and results are as follows:

The amounts below include accrued dividend equivalent units. In connection with the 2019 Performance Share Award, the total number of Performance Shares awarded, the grant date fair value of Performance Shares awarded, the total number of Performance Shares upon vesting and the total value of Performance Shares upon vesting are as follows:

¹ Shares valued at $15.17 per share on the May 1, 2022 vesting date.

² Ms. Luddington was hired on October 25, 2021 and as such did not receive a grant in connection with the 2019 Performance Share Awards.

Other Compensation Elements

Employee Stock Purchase Plan. The Employee Stock Purchase Plan (“ESPP”) is designed to advance the interests of Fulton and its shareholders by encouraging employees to acquire a stake in our future by purchasing shares of Fulton common stock. We limit payroll deduction and annual employee participation to $15,000. The NEOs are eligible to purchase shares through the ESPP at a discount, currently 15%, on the same basis as other employees participating in the ESPP.

Defined Contribution Plan – 401(k) Plan. Fulton provides the 401(k) Plan to the NEOs and other employees that allows employees to defer a portion of their compensation and contribute such amount to the 401(k) Plan on a pre-tax basis. For 2022, Fulton matched 100% of employee contributions, up to 5% of eligible compensation, subject to contribution limits imposed by the Internal Revenue Code of 1986, as amended (the “Tax Code”).

Deferred Compensation Plan. Fulton’s nonqualified DCP permits non-employee directors and non-employee advisory board members to elect to defer receipt of cash director fees. The DCP also enables us to credit certain senior officers, including the NEOs, with full-employer matching contributions each year equal to the contributions they would have otherwise been eligible to receive under the 401(k) Plan notwithstanding the contribution limits imposed by the Tax Code. 2022 NEO deferred compensation contributions are set forth in footnote 6 of the “Summary Compensation Table.”

Death Benefits. In the event certain NEOs die while actively employed by Fulton, each of the NEOs is eligible for a payment from Fulton equal to two times 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. The post-retirement benefit payable is reduced to $5,000 for each of Messrs. Wenger and Myers and Ms. Snyder. The other NEOs are not eligible for any post-retirement death benefit.

Health, Dental and Vision Benefits. We offer a comprehensive benefits package for health, dental and vision insurance coverage for all full-time employees, including the NEOs and their eligible spouses and dependents. We pay a portion of the premium for the coverage selected, and the amount paid varies with each health, dental and vision plan.

Other NEO Benefits. We provide our NEOs with a variety of other perquisites and personal benefits that the HR Committee believes are necessary to facilitate Fulton’s business operations, including a company-owned automobile or a car allowance, club memberships and other executive benefits. These benefits enable us to attract and retain talented senior officers for key positions. The 2022 amounts are included in the “All Other Compensation” column of the “Summary Compensation Table.”

Stock Hedging and Pledging Policy and Stock Trading Procedures

We have an Insider Trading Policy that requires all directors, officers, and employees of Fulton to adhere to certain rules when trading in our securities. Among other requirements, directors, officers and employees of Fulton that know of material, non-public information regarding Fulton may not: (i) buy or sell Fulton securities while the information remains non-public or (ii) disclose the information to relatives, friends or any other person. In addition, we prohibit engaging in hedging and other speculative transactions involving our securities, including “short sales,” “puts,” and pledging our securities. Fulton’s NEOs are also prohibited from holding Fulton securities in a margin account or otherwise pledging Fulton securities as collateral for a loan and must provide advance notice of any sale, purchase, stock option exercise, gift or other transfer of Fulton securities, including by members of the NEOs’ immediate family sharing the same household, or any corporation, partnership or trust in which any such person has an economic interest or investment control.

Stock Ownership Guidelines

Pursuant to our Guidelines, stock ownership for Fulton’s executive officers are calculated as a multiple of each of the NEO’s annual base salary as follows:

Compliance with our stock ownership guidelines is determined on an annual basis. Our 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 or (ii) being hired by Fulton to own the required minimum ownership amounts provided above. Stock ownership excludes stock options and other unvested restricted stock or Performance Share 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, 2022, except for Mr. McCollom and Ms. Luddington, all of the NEOs satisfied the stock ownership guidelines.

Clawback Policy

Our Compensation Recovery Clawback Policy (the “Clawback Policy”) contains clawback provisions for all participants, including the NEOs, with respect to incentive compensation, including VCP Awards and Performance Shares. The Clawback Policy identifies the events that may give rise to a clawback, including: (i) a restatement of Fulton or any affiliate’s financial statements (other than a restatement caused by a change in applicable accounting rules or interpretations), (ii) the discovery that a performance metric or calculation used in determining performance-based compensation was materially inaccurate, (iii) a violation of our Code of Conduct, the result of which creates a significant financial or reputational impact for Fulton and (iv) a violation by a departing or departed employee of a non-competition or non-solicitation restriction set forth in our employment policies or an employee’s employment agreement. The Clawback Policy is under review due to the release of new Nasdaq listing standards and will be updated in accordance with these standards.

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 estimated median employee and the annual total compensation of our CEO:

Our pay ratio estimate was calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.

As of December 31, 2022, we identified the 2022 median employee by comparing the total compensation in Box 5 on the 2022 W-2 tax statements for our employee population. We identified our median employee using this consistently applied compensation measure (excluding our CEO, temporary employees and employees that departed our workforce during 2022). In making this determination, we annualized the compensation of permanent full-time employees who were hired in 2022 and did not work for us for our entire fiscal year but were still employed as of December 31, 2022.

For the 2022 pay ratio, we combined all of the elements of such employee’s compensation for 2022 consistent with the requirements of Item 402(c)(2)(x) of Regulation S-K. For our CEO, the same process and amount reported in the “Total” column of our 2022 Summary Compensation Table (“SCT”) was used.

The HR Committee reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on the review and discussions, the HR Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated in this Proxy Statement.

HR Committee

Mark F. Strauss, Chair
Lisa Crutchfield, Vice Chair
Denise L. Devine
Steven S. Etter
George W. Hodges
James R. Moxley, III
Ronald H. Spair