Andy Fiol
FULTON FINANCIALAbout Andy Fiol
Andy B. Fiol is Senior Executive Vice President and Head of Consumer & Small Business at Fulton Financial, appointed to this role effective January 1, 2023; he joined Fulton in 2018 and is age 53 as of the 2025 proxy . Prior to Fulton, he held leadership roles at Capital One (2011–2018) and Bank of America (2003–2011), and before banking was an engineer and leader at Milliken & Company as well as an entrepreneur/business owner . Company performance context during his executive tenure includes Pay vs. Performance metrics and TSR disclosed by Fulton (see tables below), with 2024 VCP funding at 111.21% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fulton Financial | Director, Consumer & Small Business Channel, Segment and Product | 2018–2022 | Built consumer/small business channel leadership prior to elevation to head of Consumer & Small Business |
| Fulton Financial | Senior EVP and Head of Consumer & Small Business | Jan 2023–present | Leads enterprise consumer and small business banking franchise |
| Capital One Bank | Executive roles | 2011–2018 | Senior leadership across consumer/commercial operations |
| Bank of America | Leadership roles | 2003–2011 | Executive leadership prior to Capital One transition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Milliken & Company | Engineer and leader | Not disclosed | Technical and operational foundation before banking career |
| Entrepreneur/Business Owner | Founder/operator | Not disclosed | Early operating experience; informs customer-centric leadership |
Fixed Compensation
- Not disclosed for Mr. Fiol (not a Named Executive Officer (NEO) in recent proxies). Fulton sets senior executive base salaries around peer median with HR Committee oversight and FW Cook input; 2024 base salary changes for NEOs were tied to role changes and market alignment .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EPS | 30% | $1.56 | $1.68 | 41.35% | Part of 2024 VCP scorecard; cash payout interpolated; total funding 111.21% |
| Adjusted ROE | 20% | 9.75% | 10.58% | 28.47% | VCP scorecard payout |
| Adjusted OpEx / Avg Assets | 10% | 2.45% | 2.52% | 0.00% | VCP scorecard payout |
| Adjusted Efficiency Ratio | 10% | 63.50% | 62.94% | 11.76% | VCP scorecard payout |
| Capital/Liquidity/Market & Consumer Compliance | 10% | n/a | Score 4 | 15.00% | Qualitative risk category in VCP |
| Asset Quality (Adj. NPA/TA) | 10% | n/a | 0.73% | 5.90% | VCP scorecard payout |
| Employee Engagement Index | 10% | n/a | 67.46% | 8.73% | VCP scorecard payout |
- 2024 scorecard moved to individual metric calculations and target levels were calibrated lower vs. 2023 to reflect anticipated rate declines; Committee excluded impacts from the Republic First transaction and equity issuance when assessing non-GAAP goals .
Long-Term Incentives (LTI) – Plan Design
| Instrument | Allocation | Grant Date | Performance Period | Vesting / Determinant |
|---|---|---|---|---|
| Performance Shares (PSUs) | 65% | May 1, 2024 | May 1, 2024–Mar 31, 2027 | Relative TSR vs. 2024 peer group; pay line: 25th pct=50%, 50th pct=100%, 75th pct+=150% |
| RSUs (time-based) | 35% | May 1, 2024 | n/a | 3-year cliff vest on May 1, 2027; dividend equivalents accrue and settle at vest |
- 2021 PSU awards vested at 132.5% of target (TSR 78.57th percentile at 150% for TSR component; Profit Trigger at 100%) with shares delivered May 1, 2024 .
Equity Ownership & Alignment
| Policy/Guideline | Detail | Implication |
|---|---|---|
| Hedging & Pledging | Hedging/speculative transactions prohibited; directors, officers, and employees may not pledge or hold in margin accounts; advance notice required for trades | Alignment-positive; reduces hedging/pledging red flags |
| Executive Stock Ownership Guidelines | CEO 6x salary; President 3x; CFO 3x; Other NEOs 2x (compliance within 5 years; excludes unvested RSUs/PSUs) | Enforces “skin-in-the-game” for top executives; specific threshold for Mr. Fiol not disclosed |
- Beneficial ownership for Mr. Fiol is not disclosed in the NEO/director tables in the 2025 proxy; however, Form 4 filings show ongoing equity grants:
- May 1, 2023: Performance-based RSU grant recorded on Form 4 (Andrew B. Fiol) ; summary PDF also available .
- May 1, 2023: Acquisition of 17,499 shares subject to Rule 16b-3 (grant/award) per third-party summary .
- May 3, 2024 and May 5, 2025: Additional Form 4 filings for Fiol (counts not parsed here) .
Employment Terms
| Provision | Key Terms | Notes |
|---|---|---|
| Employment Agreements | Fulton maintains Employment Agreements and CIC Agreements for NEOs (and certain employees); effective dates vary; agreements expire Dec 31 of year when executive attains age 65 | Mr. Fiol’s specific agreement not disclosed |
| Non-Compete / Non-Solicit | One-year non-compete/non-solicit post-termination under Employment Agreements; non-compete doesn’t apply if termination for Good Reason or Without Cause; separate one-year non-solicit applies around CIC | Retention/transition protections |
| Severance (Without Cause/Good Reason, no CIC) | Base salary for one year; prior-year vested bonus; pro-rated target bonus for year of termination; continued benefits for one year; unvested Performance Shares forfeited (CEO receives two years) | Typical bank severance economics |
| Change-in-Control (Double Trigger Window) | For NEOs other than CEO: 2x base salary + highest annual bonus in prior 3 years; 2 years of retirement plan contributions; up to $10k outplacement; 2 years welfare benefits | Double-trigger protection |
| CIC Equity | If plan silent on CIC, options/RSUs vest immediately; performance-based awards vest per award terms | Performance awards retain performance contingency |
| CIC/Termination Table (2024) | Company discloses modeled payouts by NEO under scenarios (e.g., CEO total up to ~$7.0M under CIC) | Scale reference (not specific to Mr. Fiol) |
| Clawbacks | Two distinct clawback policies covering restatements, metric inaccuracies, and material Code of Conduct violations | Robust recourse policy |
Company Performance Context (Pay vs Performance)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| PEO SCT Total ($mm) | 3.084 | 4.208 | 4.924 | 2.309 | 3.338 |
| PEO Compensation Actually Paid ($mm) | 2.225 | 5.365 | 5.537 | 2.863 | 4.335 |
| Avg Non-PEO NEO SCT Total ($mm) | 1.082 | 1.395 | 1.542 | 1.000 | 1.179 |
| Avg Non-PEO NEO CAP ($mm) | 0.822 | 1.745 | 1.675 | 1.197 | 1.074 |
| Fulton TSR – $100 initial | 76.52 | 106.37 | 109.15 | 111.42 | 134.46 |
| Peer Group TSR – $100 initial | 88.19 | 125.45 | 102.00 | 95.17 | 111.09 |
| Net Income (GAAP, $mm) | 178 | 275 | 287 | 284 | 289 |
| Adjusted EPS ($) | 1.08 | 1.62 | 1.76 | 1.70 | 1.68 |
- 2024 say‑on‑pay approval: 95.87% (consistent multi‑year high approval range) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts banned for officers (alignment-positive) .
- No excise tax gross‑ups in Employment/CIC agreements .
- 2024 scorecard targets were lowered vs. 2023 due to expected rates (design calibration); Committee excluded large acquisition/equity issuance impacts when scoring—important to monitor future calibration to ensure difficulty remains appropriate .
- Clawbacks in place for restatements, metric errors, and material misconduct .
Compensation Peer Group and Committee Practices
- HR Committee chaired by Ronald H. Spair; committee reviews CD&A and recommends inclusion in proxy .
- Peer positioning around median; FW Cook supported market analysis for CEO and NEOs in 2024 .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2020 | 97.45% |
| 2021 | 97.17% |
| 2022 | 96.95% |
| 2023 | 96.41% |
| 2024 | 95.87% |
Investment Implications
- Alignment: Mr. Fiol’s incentives are governed by Fulton’s enterprise VCP and LTI frameworks (relative TSR PSUs and three‑year RSUs) with strict anti‑hedging/pledging rules, supporting pay-for-performance and shareholding alignment .
- Selling pressure windows: RSUs granted in annual cycles vest on three‑year cliffs (e.g., May 1, 2027 for 2024 grants) and PSUs settle upon performance period completion (through Mar 31, 2027), creating potential supply around vesting dates—monitor Form 4 activity and blackout windows .
- Retention/exit economics: While Mr. Fiol’s specific contract terms are not disclosed, Fulton’s standard NEO severance (1x salary + pro‑rated target bonus; double‑trigger CIC at 2x salary+bonus) and one‑year post‑termination covenants indicate moderate retention constraints and standard bank severance; performance equity generally does not accelerate without terms permitting it .
- Performance backdrop: 2024 corporate VCP funded at 111.21% and TSR outperformed peer group over the 2020–2024 window, supporting incentive payouts and value realization from PSUs; monitor future scorecard calibration amid rate cycles and integration activity .