Denise Devine
FULTON FINANCIALAbout Denise L. Devine
Independent director of Fulton Financial Corporation since 2012; age 69. She is a certified public accountant and serves as Audit Committee Chair, Executive Committee Vice Chair, and member of the Risk Committee. The Board has determined she is independent under Nasdaq and SEC rules, and that all Audit Committee members (including Devine) qualify as “audit committee financial experts.” In 2024, the Board met 13 times and each director attended at least 75% of Board and applicable committee meetings; independent directors held two executive sessions without management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNB Holdings, LLC | Founder and Chief Executive Officer | 2014–present | Leads health and wellness initiatives; underpins finance and operating expertise relevant to Audit chair role. |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| SelectQuote, Inc. (NYSE: SLQT) | Director | 2020–present | Public company board service. |
| Innovative Solutions and Support, Inc. (NASDAQ: ISSC) | Director | 2025–present | Public company board service. |
| AUS, Inc. | Director | 2016–present | Not specified as public in proxy. |
| AgroFresh Solutions, Inc. (Nasdaq: AGFS) | Director | 2018–2023 | Public company board service (tenure completed). |
| Cubic Corporation (NYSE: CUB) | Director | 2019–2021 | Public company board service (tenure completed). |
| Ben Franklin Technology Partners of Southeastern PA | Board Member | 2016–present | Economic development/non-profit role. |
| Ben Franklin Technology Development Authority | Board Member | 2018–present | Economic development/public authority role. |
| NACD | Board Leadership Fellow | 2016–present | Governance credential. |
Board Governance
- Independence and leadership: Board deems Devine independent; she chairs Audit, is Vice Chair of Executive Committee, and serves on the Risk Committee. Audit met 14x (heavy workload), Risk 8x, Executive 0x in 2024; Board met 13x; all directors met at least 75% attendance.
- Audit Committee financial expertise: Each Audit member (including Devine as Chair) qualifies as an “audit committee financial expert.”
- Lead Independent Director and executive sessions: James R. Moxley III serves as Lead Director; independent directors met in two executive sessions in 2024.
- Say-on-pay and shareholder support signals: 2025 say-on-pay vote approved (For: 133,525,808; Against: 3,032,473; Abstain: 842,049). Director election support counts for Devine: For 134,473,805; Withheld 2,926,525. Historical say-on-pay approvals: 95.87% (2024), 96.41% (2023), 96.95% (2022), 97.17% (2021), 97.45% (2020).
- Outside board limits: Directors limited to four total public company boards including FULT; policy on anti-hedging and anti-pledging for officers and directors.
Fixed Compensation
| Element | 2024 Program (all non-employee directors) | 2024 Amount – Denise Devine |
|---|---|---|
| Annual cash retainer | $70,000 | Included in Fees Earned ($87,500 total cash) |
| Committee chair retainer | $17,500 (Audit/HR/NCG; no fee for Executive Chair) | Included in Fees Earned ($87,500 total cash) |
| Lead Director retainer | $30,000 | N/A to Devine (not Lead Director) |
| Meeting fees | None disclosed | None disclosed |
| Other (life insurance) | $50,000 term policy; reported cost | $48 |
| Total cash + other | — | $87,548 (Fees $87,500 + Other $48) |
Notes:
- Board reviews director pay annually; directors may defer cash fees under the Deferred Compensation Plan.
Performance Compensation
| Equity Vehicle | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| RSUs (annual grant) | June 1, 2024 | 4,751 RSUs | $80,007 (at $16.84) | One-year cliff (vests June 1, 2025) | Dividend equivalent units accrue; settled in stock. |
- Outstanding stock awards (including dividend equivalents and any director-elected deferrals under plan): 25,310 for Devine as of Dec 31, 2024.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| SelectQuote (SLQT), Innovative Solutions & Support (ISSC) | No related-person transactions disclosed involving Devine; Board independence affirmed. FULT guidelines cap total public boards at four (compliant per disclosed roles). |
| AgroFresh (AGFS, prior), Cubic (CUB, prior) | Prior public company service; no conflicts disclosed. |
Expertise & Qualifications
- CPA; extensive financial management and public company experience; NACD Board Leadership Fellow.
- Audit Chair and designated Audit Committee financial expert (committee-wide).
- Risk oversight experience via Risk Committee membership at a regulated financial institution.
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (Mar 3, 2025) | 31,521 shares; includes 1,000 jointly with spouse; <1% of class. |
| Outstanding stock awards (Dec 31, 2024) | 25,310 (includes dividend equivalents and any deferrals under plan). |
| Director stock ownership guideline | $350,000 within five years; all directors satisfied or are within five-year window. |
| Hedging/pledging | Anti-hedging and anti-pledging policies for officers and directors. |
Governance Assessment
- Strengths: Independent Audit Chair with CPA credential and audit financial expertise; serves on Risk Committee; strong governance practices (anti-hedging/pledging, ownership guidelines, annual board evaluations). Director compensation structure balances cash and equity with simple RSU vesting; ability to defer supports long-term alignment.
- Workload/engagement: Audit met 14 times and Risk met 8 times in 2024, indicating substantive oversight engagement; Executive Committee held no meetings. Board-wide, each director met at least 75% attendance; independent directors met in executive session twice.
- Shareholder confidence signals: Strong say-on-pay support (95.87% in 2024; 2025 vote approved) and robust director election support for Devine (For 134,473,805; Withheld 2,926,525).
- Conflicts/related-party exposure: No related-person transactions disclosed for Devine; Audit Committee annually reviews all related-person transactions (approved February 2025).
- RED FLAGS: None disclosed specific to Devine (no pledging reported; no related-party dealings; independence affirmed). Monitor cumulative time commitments given multiple public boards and heavy Audit workload, though within FULT’s cap on external boards.