Antoinette Pergolin
FULTON FINANCIALAbout Antoinette M. Pergolin
Antoinette M. Pergolin, age 61, has served as an independent director of Fulton Financial Corporation since 2022 and sits on the Audit Committee as Vice Chair and the Risk Committee. She is President and CEO of Bancroft (a New Jersey non-profit) for over 15 years, bringing senior leadership, governance, HR, accounting, finance, and investment experience; she also serves on the Fulton Bank Board (subsidiary) since 2012. The Board has determined she is “independent” under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bancroft (NJ non-profit) | President & CEO | 15+ years | Senior leadership and governance experience |
| Fulton Bank Board | Director | 2012–present | Long-standing subsidiary board engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peirce College | Board of Trustees – Chairwoman | 2016–present | Higher-education leadership |
| Inspira Health Network, Inc. | Board of Trustees – Member | 2021–present | Healthcare governance experience |
Board Governance
- Independence: The Board determined Pergolin (and the full Audit/HR/NCG committees) meet Nasdaq/SEC independence standards .
- Committees and roles:
- Audit Committee (Vice Chair); meetings held in 2024: 14; all members deemed “audit committee financial experts” .
- Risk Committee (Member); meetings held in 2024: 8; oversees enterprise risk and cybersecurity .
- Attendance: In 2024 the Board met 13 times; each director attended at least 75% of Board and assigned committee meetings; 10 directors attended the 2024 Annual Meeting .
- Lead Independent Director and executive sessions: James R. Moxley III serves as Lead Director; independent directors met in executive session twice in 2024 .
- Anti-hedging/pledging and clawbacks: Company maintains anti-hedging and anti-pledging policies and rigorous clawback policies exceeding Nasdaq requirements .
Fixed Compensation
2024 non-employee director compensation structure:
- Annual director cash retainer: $70,000; committee chair retainer: $17,500 (not paid to Executive Committee chair); Lead Director retainer: $30,000; annual equity award: $80,007 in RSUs; directors also receive a $50,000 term life insurance benefit .
Pergolin’s 2024 actual compensation:
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | Base director retainer |
| Stock Awards (RSUs) | $80,007 | 4,751 RSUs at $16.84 grant-date price; granted June 1, 2024; vest June 1, 2025; dividend equivalents accrue |
| All Other Compensation | $48 | Annual life insurance cost |
| Total | $150,055 |
Director stock ownership guideline: Directors must own at least $350,000 of Fulton common stock within five calendar years after becoming a director; as of Dec 31, 2024, all directors have satisfied or are within the five-year period to achieve compliance .
Performance Compensation
Director equity is time-based, not performance-based:
| Equity Award | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Award | June 1, 2024 | 4,751 RSUs | Vests in full one year after grant; dividend equivalents accrue | Grant date fair value $80,007 at $16.84/share |
No director performance metrics (e.g., TSR or financial targets) apply to non-employee director RSUs; vesting is time-based per the Amended and Restated 2023 Director Equity Plan .
Other Directorships & Interlocks
- Public company boards: None disclosed for Pergolin; her external roles are at non-profits (Peirce College, Inspira Health) .
- Interlocks/conflicts: No compensation committee interlocks or insider participation issues; HR Committee comprised exclusively of independent directors; no cross-committee conflicts with other entities reported .
Expertise & Qualifications
- Core credentials cited by the Board: senior leadership, governance, investment, HR, accounting, and finance; market knowledge via long regional non-profit CEO role; Audit and Risk oversight experience evidenced by committee assignments .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of March 3, 2025) | 3,229 shares; <1% of class | Company-wide 182,199,918 shares outstanding |
| Outstanding stock awards (deferred RSUs + dividend equivalents) | 24,165 units as of Dec 31, 2024 | Director equity typically includes accumulated dividend equivalents; some directors elect deferral |
| Stock ownership guideline status | Directors either satisfied or within 5-year compliance period | Director guideline: $350,000 within five years |
| Pledging/hedging | Company prohibits hedging and pledging for officers and directors | Alignment policy noted in governance best practices |
Governance Assessment
- Board effectiveness: Pergolin’s vice chair role on the Audit Committee and service on the Risk Committee position her in key oversight of financial reporting, internal controls, and enterprise risk—including cybersecurity—enhancing investor confidence in controls and risk governance .
- Independence and engagement: Formally determined independent; serves on fully independent oversight committees; Board held 13 meetings in 2024 and all directors met at least the 75% attendance threshold; independent executive sessions held twice under Lead Director oversight .
- Alignment and incentives: Director pay mix balances cash ($70k) and equity ($80k RSUs with one-year vesting); anti-hedging/pledging policies and director stock ownership guidelines ($350k within five years) support alignment; her ownership is modest by % of class but consistent with program design and guideline timelines .
- Conflicts/related-party exposure: 2024 related-person review disclosed legal fees to Barley Snyder (linked to another director), but no transactions were disclosed involving Pergolin; Audit Committee annually reviews related-person transactions, with 2024 review completed in Feb 2025 .
- Shareholder sentiment: Say-on-pay approval has been strong (95.87% in 2024; >96% in prior years), indicating broad support for compensation governance across the company .
Committee Assignments, Chair Roles, and Meetings
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Vice Chair | 14 | Financial reporting, internal audit, internal controls, auditor oversight; all members “financial experts” |
| Risk | Member | 8 | Enterprise risk, cybersecurity; reviews risk appetite statement and ERM framework |
Potential Conflicts or Related-Party Exposure
- No Pergolin-specific related-party transactions disclosed; general director/officer banking relationships occur in the ordinary course on market terms and did not involve abnormal risk or unfavorable features; the Audit Committee oversees annual related-person transaction review .
- Outside directorships: Non-profit boards (Peirce College and Inspira Health) present low direct commercial overlap with Fulton’s core banking operations; no conflicts identified by the Board’s independence review .
Director Compensation Details (2024)
| Metric | Amount |
|---|---|
| Annual cash retainer | $70,000 |
| Committee chair fees | $17,500 (only for committee chairs; not applicable to Pergolin) |
| Lead Director fee | $30,000 (not applicable) |
| Annual equity award (RSUs) | $80,007; 4,751 RSUs at $16.84; vest 6/1/2025 |
| Life insurance benefit | $50,000 policy; annual cost $48 |
Signals for Investors
- Positive: Strong independence framework; audit financial expertise; rigorous clawbacks; anti-hedging/pledging; consistent say-on-pay approvals; structured risk oversight with cybersecurity emphasis .
- Watchpoints: Low direct ownership vs. shares outstanding is typical for directors but underscores the importance of the $350,000 guideline compliance over time; continued monitoring of related-person transactions remains prudent (none linked to Pergolin in 2024) .