Angela Sargent

About Angela Sargent

Senior Executive Vice President and Chief Information Officer (CIO) at Fulton Financial since 2013; previously Executive Vice President and CIO from 2002–2013; joined Fulton in 1992. Age 57 as of the 2025 proxy; tenure at Fulton ~33 years with over a decade as CIO, a role central to cybersecurity and operational resilience under Board risk oversight . Company performance context during her executive tenure includes 2024 diluted EPS of $1.57, net interest margin of 3.42%, total loans >$24B, and dividend declarations of $0.69/share; the 2021 performance share cycle paid above target (relative TSR at the 78.57th percentile) indicating multi‑year value creation alignment for plan participants .

Past Roles

Fixed Compensation

• Individual base salary, target bonus %, and actual bonus for Ms. Sargent are not separately disclosed (she was not a Named Executive Officer in 2023–2024/2024–2025 proxies). Fulton’s disclosed NEO framework uses a base salary plus an annual cash incentive (VCP) and long‑term equity awards; benefits include ESPP, 401(k) match (100% up to 5% of eligible comp in 2024), and access to the nonqualified deferred compensation plan for eligible senior officers .
• Hedging is prohibited for all directors, officers, and employees; pledging is prohibited under the Insider Trading Policy (with additional restrictions for NEOs) .

Performance Compensation

• Fulton’s executive incentive design (as disclosed for NEOs) is scorecard‑driven with financial, risk, and human capital objectives. While Ms. Sargent’s individual targets are not disclosed, company‑level results drive plan funding broadly:

2024 Annual Variable Compensation Program (VCP) – Company Scorecard

• 2023 context: extraordinary industry events led the HR Committee to apply discretion, resulting in VCP payouts at 50% of target despite a below‑threshold composite, to recognize strategic and risk outcomes (e.g., L/D ratio ~99%, margin expansion, credit metrics improvement) .

Long‑Term Incentive (LTI) Program (company design)

• 2024 grants (for NEOs): 65% performance shares (relative TSR vs. peer group over 5/1/2024–3/31/2027; 50%–150% payout line), 35% time‑based RSUs (3‑year cliff) .
• 2021 performance share cycle vested at 132.5% of target driven by TSR at 78.57th percentile and achieving the profit trigger, illustrating pay‑for‑performance calibration .

Equity Ownership & Alignment

• Insider ownership growth shows consistent accumulation primarily via dividend reinvestment; no insider sales are reported in her recent Section 16 filings.

• Shares outstanding on 3/3/2025 were 182,199,918; Ms. Sargent’s 12/31/2024 total represents ~0.06% of shares outstanding (approximate; derived from cited inputs) .
• Options exposure: Fulton disclosed no options outstanding as of 12/31/2024 for any employee; current equity risk is primarily RSU/PSU‑based, reducing leverage risk typically associated with legacy option overhangs .
• Hedging/pledging: Hedging prohibited for all directors, officers, and employees; pledging prohibited under Fulton’s policy (NEOs also restricted from margin accounts and must pre‑clear trades) .
• Ownership guidelines: Executives are subject to stock ownership guidelines; the proxy details specific multiples for NEO roles (CEO 6x, President 3x, CFO 3x, Other NEOs 2x). Individual compliance for non‑NEO executives is not disclosed .

Employment Terms

• Executive Employment Agreement provides, if terminated without cause or resigning for good reason (outside a change‑in‑control): 12 months of base salary; pro‑rated target bonus for year of termination; continued eligibility/benefit value for health/welfare plans for 12 months; confidentiality; arbitration. Non‑compete and non‑solicit apply for 1 year, but the non‑compete does not apply if terminated without cause or for good reason under the Employment Agreement .
• Change‑in‑Control (CIC) Agreement (Fulton’s 10‑K schedule lists Angela M. Sargent among covered executives): Double‑trigger cash severance equal to 2x (base salary + highest annual cash bonus of prior 3 years), two years of continued benefits (or equivalent cash value), up to $10,000 outplacement, and equity vesting per plan terms; 280G “cutback” applies; no excise tax gross‑ups .
• Under CIC, a separate one‑year non‑solicitation applies around the transaction window (90 days prior to and 24 months after a CIC) .

Compensation Structure vs. Performance Metrics

• Annual incentive (VCP) scorecard aligns to enterprise outcomes: Adjusted EPS, Adjusted ROE, efficiency, OpEx/Average Assets, risk factors, asset quality, and employee engagement; funded at 111.21% of target for 2024 .
• LTI emphasizes relative TSR vs. a regional banking peer set (pay line 50%–150%) and time‑based RSUs for retention; prior performance cycles paid above target when multi‑year TSR and profitability conditions were met, reinforcing pay‑for‑performance .
• Governance guardrails include rigorous clawbacks (policy‑based and SEC/Nasdaq‑compliant mandatory recovery), prohibition on hedging/pledging, double‑trigger CIC, and no option repricing/backdating .

Risk Indicators & Red Flags

• Section 16 compliance: Company reports all Section 16 reports were timely for 2024; no delinquent filings related to Ms. Sargent are noted .
• Insider activity pattern: Her reported changes are dividend reinvestments/ESPP—not discretionary open‑market sales—indicating low near‑term selling pressure signals from her account history .
• No tax gross‑ups in employment/CIC agreements; CIC benefits are double‑trigger with 280G cutback provisions, mitigating shareholder‑unfriendly optics .

Compensation Peer Group & Say‑on‑Pay (Context)

• Compensation peer groups emphasize regional banks with comparable size and business models; 2024 includes names such as Valley National, Wintrust, UMB, WSFS, United Bankshares, and others .
• Say‑on‑pay support remains high: ~96% (2024 vote) and ~96% (2023 vote), signaling investor acceptance of program design and outcomes .

Investment Implications

• Alignment and selling pressure: Accumulating ownership via dividend reinvestment with no reported sales points to alignment and limited insider selling pressure from the CIO seat—a constructive signal for governance and continuity .
• Retention risk: Employment terms provide standard severance and a competitive, but not aggressive, CIC package (2x cash, no gross‑ups) with a non‑compete carve‑out (employment agreement) and CIC non‑solicit—overall suggesting balanced retention economics without excessive golden parachute risk .
• Incentive calibration: Enterprise scorecards tied to earnings quality, efficiency, risk, and engagement plus TSR‑weighted LTI should orient senior executives (including CIO) toward sustainable risk‑adjusted performance; 2024 VCP at 111.21% evidences execution against calibrated targets .
• Governance quality: Anti‑hedging/pledging, robust clawbacks, and double‑trigger CIC reduce agency risk; absence of options company‑wide lowers the risk of future dilution from option overhang .

Note: Individual compensation amounts (salary, bonus, equity awards) for Ms. Sargent were not disclosed in the 2024–2025 proxy statements; analysis relies on company‑level program design, public insider ownership reports, and standard executive agreements applicable to her role .