Atul Malhotra

About Atul Malhotra

Executive Vice President and Chief Risk Officer (CRO) at Fulton Financial since February 2024; joined Fulton in 2015 after serving as a regulatory and risk strategy consultant to publicly traded financial institutions; age 45 as of the 2025 proxy . As CRO, he oversees enterprise risk governance (RAS, ERMC) in a bank that emphasized risk oversight, cybersecurity, and capital planning at the Board and Risk Committee level . Company performance context during his tenure: in 2024 Fulton executed its largest acquisition, delivered diluted EPS of $1.57, NIM of 3.42%, total loans >$24B, and declared $0.69/share in dividends; the enterprise scorecard funded annual incentives at 111.21% of target . Shareholder support for pay has been consistently high (2024 say-on-pay approval ~95.87%) .

Past Roles

Fixed Compensation

Not disclosed individually for Malhotra. Fulton’s proxies provide detailed compensation only for Named Executive Officers (CEO, CFO, President, Enterprise Credit Executive, etc.), and Malhotra was not listed as an NEO in 2024–2025 . Base salary setting and updates for NEOs are market‑aligned and role-driven; the framework (for context) is reviewed annually by the HR Committee with an independent consultant .

Performance Compensation

Fulton’s executive incentive architecture (applies to NEOs; other executive officers commonly follow the same enterprise design):

• Annual cash incentive (VCP) funded by a scorecard of Financial Results, Risk Management, and Business Objectives with capped individual awards at 200% of target .
• Long‑term incentives (2024 design): 65% Performance Shares vesting on 3‑year relative TSR vs. peer group (50–150% payout) and 35% time‑based RSUs with 3‑year cliff vesting .

2024 VCP enterprise scorecard outcomes

2024 LTI TSR pay line

Historical LTI realization (context): 2021 Performance Share awards vested at 132.5% of target (TSR 78.57th percentile component at 150% and profit trigger at 100%) .

Equity Ownership & Alignment

• Insider trading, hedging, and pledging: Fulton prohibits hedging and other speculative transactions; NEOs are also prohibited from holding shares in margin accounts or pledging shares and must pre‑clear transactions under trading procedures . The company highlights anti‑hedging/anti‑pledging and rigorous clawback policies among its governance practices .
• Stock ownership guidelines (NEO framework; used by Fulton to align senior executives): CEO 6x salary; President 3x; CFO 3x; Other NEOs 2x (compliance window 5 years) .
• Individual ownership: The 2025 proxy lists ownership for directors and NEOs and the group total; it does not present an individual ownership line for Malhotra (not an NEO), so his beneficial ownership, vested/unvested breakdown, or pledged shares are not disclosed there .

Employment Terms

Key features from Fulton’s disclosed executive agreements and policies (company framework; Malhotra’s specific agreement is not separately filed in the proxy):

• Change‑in‑Control (CIC) economics (Key Employee form; double‑trigger construct with Payment Event within 90 days before or 24 months after CIC):

  • Cash: 2.0x the sum of (i) base salary immediately before CIC and (ii) highest annual cash bonus over prior three years; paid lump sum within 30 days of termination .
  • Benefits: up to 24 months of life, medical, health, accident and disability coverage; employee pays the same share as active employees .
  • Retirement credits: lump sum equal to two additional years of contributions under defined contribution plans and actuarial present value of two additional years under any defined benefit plans, if applicable .
  • Outplacement: up to $10,000 .
  • Equity: governed by plan/award terms; if silent on CIC, all equity vests; performance awards vest per award agreements .
  • Company policy emphasizes double‑trigger CIC severance and equity provisions .

• Severance outside CIC (proxy framework for NEOs): termination without cause or for good reason generally pays one year of base salary (CEO two years), prior-year vested but unpaid bonus, pro‑rated target bonus for year of termination, and continued benefits for the severance period; unvested equity is forfeited (retirement/disability accelerate vesting) .

• Restrictive covenants:

  • Non‑compete: 1‑year restricted period within Fulton’s geographic market (CRA assessment areas); exceptions for passive ownership and certain distant roles; non‑compete does not apply if termination is by executive for Good Reason or by Fulton other than for Cause .
  • Non‑solicitation: 1 year for customers and employees/contractors .
  • Good Reason: material diminution in authority/duties/base pay or relocation beyond 35 miles, with notice/cure; if no separate employment agreement, Good Reason is as defined in the CIC agreement and determined reasonably by a 2/3 Board vote .

• Clawbacks: Two policies—(1) a discretionary compensatory recovery policy covering restatements, material metric inaccuracies, or material Code of Conduct violations with financial impact, and (2) a mandatory Dodd‑Frank compliant clawback for restatements regardless of misconduct .

Performance Compensation (detail table)

Equity Ownership & Alignment (policy table)

Employment Terms (CIC/severance table)

Investment Implications

• Alignment: Risk leader’s incentives are tied to enterprise financials, asset quality, risk controls, employee engagement, and multi‑year relative TSR, which generally supports prudent growth and shareholder alignment; anti‑hedging/anti‑pledging and clawbacks further reinforce alignment .
• Retention and change‑in‑control: Standard double‑trigger CIC severance (2x cash, 24‑month benefits, retirement credits) and non‑compete/non‑solicit protections reduce flight risk during strategic change but also represent potential transaction costs; equity acceleration depends on plan terms, with performance awards governed by award agreements .
• Pay discipline: 2024 scorecard funded at 111.21% on disclosed adjusted metrics; the use of discretion in 2023 to deliver 50% of target despite a zero formulaic outcome is a watch‑item for pay discipline, though say‑on‑pay support remained ~96%+ and 2024 calibration changes addressed exogenous rate sensitivity .
• Execution backdrop: 2024 metrics (EPS, NIM, loan growth, dividends) and successful large FDIC‑assisted transaction provide a constructive operating context for the CRO mandate through credit/operational cycles .