Bernadette Taylor
FULTON FINANCIALAbout Bernadette Taylor
Bernadette M. Taylor is Senior Executive Vice President and Chief Human Resources Officer at Fulton Financial Corporation (FULT). She joined Fulton in 1994 as Corporate Training Director and has served as CHRO since 2015; age 63 as of the 2025 proxy . Under her tenure on the executive team, Fulton's 2024 outcomes included diluted EPS of $1.57, net interest margin of 3.42%, total loans exceeding $24 billion, dividends of $0.69 per share, and completion of the largest acquisition in Company history . Long-term incentive performance for the 2021 PSU grant paid at 132.5% of target, driven by 3-year relative TSR at the 78.57th percentile (150% for that component) and a profit trigger achieved at 100% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fulton Financial | Senior EVP & Chief Human Resources Officer | 2015–present | Enterprise HR leadership; compensation, culture and engagement oversight |
| Fulton Financial | EVP; Director of Human Resources / Employee Services & Employment | Pre‑2015 | Built HR infrastructure and programs prior to CHRO promotion |
| Fulton Financial | Corporate Training Director | 1994–(promotion to HR leadership) | Launched and scaled training and development capabilities |
External Roles
No external directorships or public-company board roles are disclosed for Ms. Taylor in the 2025 or 2024 proxy statements .
Fixed Compensation
- Base salary for Ms. Taylor is not individually disclosed (she was not a Named Executive Officer in 2024). The HR Committee sets senior executive base salaries to be competitive around peer median and reviews them annually with FW Cook as independent advisor . Compensation design for executives includes base salary, annual variable cash under the Value Creation Plan (VCP), and long-term equity incentives (LTI) .
Performance Compensation
Annual cash incentive (VCP) – 2024 scorecard design and results
- Plan design: Payouts 0–200% of target; in 2024 the Company moved from a composite score to individual metric calculations; categories are Financial Results, Risk Management, and Business Objectives .
- 2024 VCP funding: 111.21% of target based on the scorecard outcomes below .
| Metric (category) | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS (Financial Results) | 30% | $1.56 | $1.68 | 41.35% of total scorecard |
| Adjusted ROE (Financial Results) | 20% | 9.75% | 10.58% | 28.47% of total scorecard |
| Adjusted OpEx / Avg Assets (Financial Results) | 10% | 2.39% | 2.52% | 0.00% of total scorecard |
| Adjusted Efficiency Ratio (Financial Results) | 10% | 61.90% | 62.94% | 11.76% of total scorecard |
| Capital, Liquidity, Mgmt, Market Risk & Consumer Compliance (Risk) | 10% | — | Score 4 (per rubric) | 15.00% of total scorecard |
| Asset Quality: Adjusted NPAs / Total Assets (Risk) | 10% | — | 0.73% | 5.90% of total scorecard |
| Employee Engagement Index (Business Objectives) | 10% | — | 67.46% | 8.73% of total scorecard |
| Total VCP Funding | 100% | — | — | 111.21% |
Notes:
- VCP payout ranges by role are set as % of eligible earnings; ranges for NEOs spanned 25–200% of target depending on role, with straight-line interpolation; HR Committee can apply an individual modifier based on holistic assessment . While Ms. Taylor’s role-specific target is not disclosed, the scorecard categories include an employee engagement measure directly aligned with HR leadership .
Long-term incentives (LTI) – 2024 structure and vesting
| Component | Allocation | Grant date | Performance/vesting schedule |
|---|---|---|---|
| Performance Shares (PSUs) | 65% of LTI | May 1, 2024 | Relative TSR vs 2024 peer group from 5/1/2024–3/31/2027; vest on 5/1/2027; payout: 50% at 25th percentile, 100% at 50th, 150% at ≥75th |
| RSUs (time-based) | 35% of LTI | May 1, 2024 | 3‑year cliff vest on 5/1/2027 |
Reference vesting timelines for outstanding awards across executives (illustrative from NEOs):
- PSUs granted 5/1/2022 vest 5/1/2025 if criteria achieved; PSUs granted 5/1/2023 vest 5/1/2026; PSUs granted 5/1/2024 vest 5/1/2027; May 1, 2024 RSUs cliff vest 5/1/2027 .
2021 PSU cohort payout example (vested in 2024): 3-year TSR 78.57th percentile (150% component) + profit trigger at 100% → total 132.5% of target .
Equity Ownership & Alignment
- Executive stock ownership guidelines apply to executive officers, calculated as multiples of base salary: CEO 6x, President 3x, CFO 3x, other executive officers 2x; five-year compliance window; excludes unvested equity but includes other beneficially owned shares reported on Forms 3/4/5 .
- Hedging and pledging are prohibited; NEOs are prohibited from pledging or holding shares in margin accounts and must pre-clear transactions per Insider Trading Policy .
- Clawbacks: Fulton maintains an Amended and Restated Clawback Policy and a separate Mandatory Clawback Policy requiring recovery of performance-based incentive compensation (including VCP and PSUs) in the event of certain accounting restatements, material inaccuracies in performance calculations, or material Code of Conduct violations; recovery under the Mandatory policy applies irrespective of misconduct .
Employment Terms
- Employment/CIC agreements: The Company maintains employment and separate change-in-control (CIC) agreements for NEOs and uses such agreements for senior executive officers subject to HR Committee oversight; agreements generally continue until termination and expire December 31 of the year the executive attains age 65; include confidentiality plus 1‑year non-compete and non-solicit (non-compete/non-solicit inapplicable if termination without cause or for good reason; a separate 1‑year non-solicit applies around a CIC) .
- CIC economics (NEOs other than CEO): double-trigger; lump sum equal to 2x base salary plus the highest cash bonus over prior 3 years, plus unvested retirement contributions (grossed-up only for individual income taxes on those contributions), two years of retirement plan contributions, up to $10,000 outplacement, and continuation of welfare benefits for 2 years; no excise tax gross-ups (payments can be cut to avoid 280G excise taxes) .
- CEO CIC multiple: 3x base salary plus average bonus over prior 3 years (double-trigger) with similar ancillary benefits; no excise tax gross-up .
- Disability/Death/Retirement: Disability triggers at least 6 months’ salary continuation then 60% of salary until earlier of death or year reaching age 65; unvested RSUs vest; PSUs vest based on achieved performance or remain outstanding subject to performance; death benefits equal 2x base salary (plus taxes) for certain NEOs; upon retirement, time-based RSUs vest and PSUs continue subject to performance .
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation philosophy emphasizes pay for performance, with ~70% of CEO and ~54% of other NEO target total compensation “at-risk” in 2024; independent compensation consultant engaged; no options granted or outstanding as of year-end 2024; double-trigger CIC and no excise tax gross-ups; hedging/pledging banned .
- Say‑on‑Pay support remains high:
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Say‑on‑Pay “For” (%) | 97.45% | 97.17% | 96.95% | 96.41% | 95.87% |
Other Compensation Elements (context from disclosures)
- All Other Compensation categories for executives include Company 401(k) contributions, nonqualified DCP contributions, club memberships, automobile perquisites, and limited other items; no options granted in 2024; ESPP allows employee stock purchases at a 15% discount with payroll deduction cap of $15,000 .
Investment Implications
- Pay-for-performance alignment: The scorecard’s heavy weighting to Adjusted EPS and ROE (50% combined) ties variable pay to shareholder-value drivers; inclusion of employee engagement as a business objective is a lever squarely under the CHRO’s remit, linking Ms. Taylor’s strategic HR execution to enterprise incentive funding (VCP paid at 111.21% for 2024) .
- Selling/vesting pressure: Organization-wide 2024 LTI awards (if applicable to executives beyond NEOs) feature a May 1, 2027 cliff for both RSUs (time-based) and PSUs (subject to relative TSR), concentrating potential insider liquidity windows around that date; PSUs pay 50–150% based on peer-relative TSR, which can amplify realized equity value if relative performance remains strong .
- Alignment and retention: Strict bans on hedging/pledging, ownership guidelines for executive officers (2x salary for roles other than CEO/President/CFO), and robust clawbacks strengthen alignment and mitigate governance risk; double‑trigger CIC structures without tax gross-ups reduce entrenchment risk while providing competitive protection—retention risk for Ms. Taylor appears moderate given long tenure and market-standard protections, though her individual contract terms and holdings are not disclosed .
- Data gaps: Ms. Taylor’s specific base salary, bonus targets, LTI grant sizes, beneficial ownership, and severance multiples are not disclosed in the proxies; analysis therefore references Company-level plan design and outcomes rather than individual compensation amounts .