Curtis Myers
FULTON FINANCIALAbout Curtis Myers
Curtis J. Myers, 56, is Chairman and CEO of Fulton Financial Corporation and has served as a Fulton director since 2019; he became CEO on January 1, 2023 after previously serving as President of Fulton (2018–2023) and President/COO of Fulton Bank (2009–2023) . He sits on the Executive Committee and is an ex-officio member of the Risk Committee . Pay-for-performance metrics for 2024 emphasized Adjusted EPS, Adjusted ROE, efficiency, risk, asset quality, and employee engagement, driving a 111.21% VCP payout, while long-term incentives are tied to relative TSR versus a defined peer group . In 2024 the company executed its largest acquisition, delivered diluted EPS of $1.57, NIM of 3.42%, total loans >$24B, and declared $0.69 dividends per share . The 2021 PSU award vested at 132.5% based on TSR at the 78.57th percentile and meeting a profit trigger .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fulton Financial Corporation | Chairman & CEO | 2023–Present | Enterprise leadership, strategy, capital and risk oversight; combined Chair/CEO structure with Lead Director counterbalance |
| Fulton Financial Corporation | President | 2018–2023 | Enterprise strategy and operations, led pre-CEO transformation |
| Fulton Bank (subsidiary) | President & Chief Operating Officer | 2009–2023 | Execution across commercial/consumer banking; operational leadership |
| Fulton Financial Corporation | Executive Officer | Since 2013 | Senior management roles across banking operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Bankers Association | Board Member | 2024–Present |
| Pennsylvania Chamber of Business & Industry | Board Member | 2024–Present |
| Operation HOPE | Global Board of Advisors Member | 2023–Present |
| Economic Development Company of Lancaster County | Board Member | 2021–Present |
| ABA Stonier Graduate School of Banking | Advisory Board | 2020–Present |
| IREX Corporation; North Lime Holdings Corporation | Board Member | 2021–Present |
| Salvation Army (Lancaster, PA) | Member | 1995–Present |
| Fulton Bank Board | Director | 2009–Present |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $638,057 | $850,000 | $901,154 |
| All Other Compensation ($) | $107,556 | $122,183 | $104,977 |
All Other Compensation breakdown (2024):
- 401(k) company contribution: $17,250
- Nonqualified Deferred Compensation company contribution: $47,320
- Club memberships: $24,865
- Automobile perquisites: $4,647
- Other compensation/perquisites: $10,894 (includes $3,371 tax gross-up for personal travel)
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted EPS | 30% | $1.56 | $1.68 | 41.35% |
| Adjusted ROE | 20% | 9.75% | 10.58% | 28.47% |
| Adjusted Operating Expense / Average Assets | 10% | 2.45% | 2.52% | 0.00% |
| Adjusted Efficiency Ratio | 10% | 63.50% | 62.94% | 11.76% |
| Risk Mgmt Composite | 10% | N/A | Score 4 | 15.00% |
| Asset Quality: Adjusted NPAs/Total Assets | 10% | N/A | 0.73% | 5.90% |
| Employee Engagement Index (All Employees) | 10% | N/A | 67.46% | 8.73% |
| Total VCP Funding | — | — | — | 111.21% of target |
Additional performance compensation details:
- CEO VCP opportunity range: 50% (threshold), 100% (target), 200% (max) of eligible earnings .
- 2024 VCP paid: $1,002,173 vs. target $901,154 .
- 2024 LTI awards: Performance Shares (46,341 units) and RSUs (24,953 units); grant date fair value $1,329,526 .
- 2024 LTI target opportunity: 135% of base salary (max 168.75%) .
- 2021 PSU payout: TSR 78.57th percentile and profit trigger achieved; total payout 132.5%; shares vested to Myers 49,653 valued $839,140 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 215,669 shares; <1% of outstanding; includes 59,724 shares in the 401(k) Plan and 22,109 jointly held with spouse . |
| 2024 stock vested | 49,653 shares; value realized $839,140 . |
| Unvested RSUs | 25,424 RSUs granted May 1, 2024; vest May 1, 2027 . |
| Unvested Performance Shares | 70,825 (2024 grant; vest May 1, 2027), 122,559 (2023 grant; vest May 1, 2026), 61,656 (2022 grant; vest May 1, 2025); values shown at maximum vesting . |
| Hedging/pledging | Prohibited for NEOs; cannot hold in margin or pledge; pre-clearance required for trading . |
| Stock ownership guidelines | CEO must own 6x base salary; Myers has until December 31, 2028 to comply . |
| Options | Company indicated no options outstanding as of Dec 31, 2024; no option grants in 2024 other than ESPP participation . |
Employment Terms
- Employment Agreement effective January 1, 2023 (CEO) .
- Termination without cause/for good reason (non-CIC): CEO receives two years of base salary plus prior-year vested bonus and pro-rated current-year target bonus; benefits continuation; unvested RSUs and PSUs are forfeited .
- Change-in-control (double trigger within 90 days before to 2 years after CIC): CEO receives 3x base salary plus average cash bonus (prior 3 years); vesting decisions for PSUs determined by HR Committee based on goal attainment or target if indeterminable; additional retirement contributions, outplacement up to $10,000, and two years of welfare benefits; no excise tax gross-up; can purchase company car at book value .
- Restrictive covenants: 1-year non-compete and non-solicit post-termination, non-compete waived if termination for good reason or without cause; separate non-solicit applies around CIC period .
- Clawbacks: Amended and Restated Compensatory Recovery Policy (performance-based pay), and Mandatory Clawback Policy (restatements), recovery applies even absent misconduct .
- Deferred compensation: 2024 DCP contributions by Myers $111,277 (employee) and $47,320 (company); year-end DCP balance $1,708,909 .
Board Governance
- Roles: Combined Chairman & CEO; independent Lead Director (James R. Moxley III) counterbalances combined role; Lead Director chairs executive sessions, approves Board agendas and information, can call meetings of independent directors .
- Committees: Executive Committee; Risk Committee (ex-officio); other committees composed entirely of independent directors (Audit, HR, NCG) .
- Independence: 9 of 11 nominees independent; Myers and Wenger are non-independent due to management roles .
- Meetings: Board met 13 times in 2024; each director attended at least 75% of meetings; two executive sessions of independent directors .
- Director compensation: Fulton-employed directors receive no director fees; non-employee directors get retainers and RSUs .
Say-on-Pay & Peer Group
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2020 | 97.45% |
| 2021 | 97.17% |
| 2022 | 96.95% |
| 2023 | 96.41% |
| 2024 | 95.87% |
Compensation Peer Group (2024): Atlantic Union, Cadence, Columbia Banking System, Commerce Bancshares, F.N.B., Hancock Whitney, Independent Bank Corp., Northwest Bancshares, Old National, Prosperity Bancshares, Provident Financial Services, Simmons First, Trustmark, UMB Financial, United Bankshares, United Community Banks, Valley National, Wintrust, WSFS .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | 226.53* | 227.68* | 259.00* |
Values retrieved from S&P Global.
Additional operating highlights:
- 2023 context: loan-to-deposit ratio 99%; NIM expanded 15 bps; improved delinquency and NPAs; digital transactions >6 million per month; loans grew by $1B .
- 2024 context: largest acquisition; diluted EPS $1.57; NIM 3.42%; total loans >$24B; dividends $0.69 .
- PSU TSR structure: 2024–2027 pay line at 25th/50th/75th percentile for 50%/100%/150% payout .
Compensation Structure Analysis
- Increased at-risk pay: ~70% of CEO’s 2024 target total compensation was variable/at-risk, reflecting VCP and LTI .
- Scorecard methodology change: 2024 shifted from composite to per-metric calculation; targets set lower given anticipated 80 bp decline in Fed Funds rate and acquisition/issuance impacts adjusted out for evaluation .
- LTI mix shift: 2024 included both PSUs (relative TSR, 65%) and RSUs (time-based, 35%), adding retention ballast vs. prior years more heavily PSUs .
- Governance safeguards: double-trigger CIC, robust clawbacks, prohibition on hedging/pledging; independent consultant FW Cook without conflicts .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Personal travel tax gross-ups exist in perquisites (minor shareholder-unfriendly signal) .
- CFO turnover and transitions (Feb 8, 2024 separation; interim CFO then new CFO Nov 1, 2024) highlight execution/transition risk in finance leadership .
- Related-party transactions: legal fees paid to Barley Snyder; oversight in place; no direct Myers-related transactions disclosed .
Employment & Contracts Summary
| Term | CEO (Myers) Key Economics |
|---|---|
| Non-CIC termination (Without Cause/Good Reason) | 2 years base salary; prior-year vested bonus + pro-rated current-year target bonus; benefits continuation; unvested RSUs/PSUs forfeited . |
| CIC termination (double trigger) | 3x base + average bonus (prior 3 years); equity vesting determined by HR Committee or target if indeterminable; retirement contribution vesting, 2 years benefits; no excise tax gross-up; outplacement up to $10k . |
| Restrictive covenants | 1-year non-compete/non-solicit; non-compete waived if termination for good reason/without cause; separate non-solicit around CIC . |
| Clawbacks | Compensatory and Mandatory policies (restatements and performance inaccuracies; Code violations with financial impact) . |
Investment Implications
- Alignment: High proportion of variable and performance-based pay with robust clawbacks and prohibition on pledging reduces governance risk; CEO ownership guideline at 6x salary with compliance required by 2028 maintains skin-in-the-game trajectory, though current ownership is <1% of shares outstanding .
- Near-term selling pressure: 2025–2027 vesting cadence (2022/2023/2024 PSUs) and 2027 RSU cliff may create periodic supply; 2024 stock vested of 49,653 shares underscores delivery volumes at vest dates .
- Performance linkage: 2024 VCP payout at 111.21% reflects strong execution against adjusted metrics post-acquisition and rate expectations; LTI TSR framework maintains external benchmarking discipline .
- Retention risk: CIC economics are market-standard double trigger (3x cash for CEO) and non-compete structure; turnover in the CFO seat during 2024–2025 raises execution continuity considerations, but new CFO installed Nov 2024 .
- Governance check: Combined Chair/CEO offset by a strong Lead Director role and independent committees; consistent high say-on-pay approvals (95–97%) indicate shareholder support for pay design .