E. Philip Wenger
FULTON FINANCIALAbout E. Philip Wenger
E. Philip Wenger (age 67) is a director of Fulton Financial Corporation, serving on the Risk Committee. He has more than 40 years of experience in financial services and previously served as Chairman and CEO (2013–2022), President (2008–2017), and COO (2008–2012) at Fulton, with service at the company since 1979. He is not considered independent under Nasdaq/SEC standards due to his recent executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulton Financial Corporation | Chairman & CEO | 2013–Dec 31, 2022 | Led the company; extensive banking operations knowledge |
| Fulton Financial Corporation | President | 2008–2017 | Senior leadership; strategic oversight |
| Fulton Financial Corporation | Chief Operating Officer | 2008–2012 | Operational leadership |
| Fulton Financial Corporation | Various positions | Since 1979 | Deep institutional knowledge |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Burnham Holdings, Inc. | Director | 2019–present | Board service |
| Operation HOPE | Global Board of Advisors | 2017–2022 | Advisory capacity |
| Pennsylvania Chamber of Commerce | Director | 2013–present | Business network influence |
| Penn State Harrisburg | Board of Advisors | 2016–present | Academic advisory |
| Attollo (Children Deserve a Chance Foundation) | Board Chair | 2023–present | Non-profit leadership |
| Fulton Bank Board | Director | 2003–2009; 2019–present | Subsidiary board |
Board Governance
- Independence status: Not independent; the Board determined 9 of 11 nominees are independent, excluding CEO Curtis Myers and Mr. Wenger .
- Committee memberships: Risk Committee member (not chair/vice chair) .
- Committee cadence: Risk Committee met 8 times in 2024 .
- Board attendance: The Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; 10 directors attended the 2024 Annual Meeting .
- Lead Independent Director: James R. Moxley III serves as Lead Director; independent executive sessions were held twice in 2024 .
- Policies: Anti-hedging and anti-pledging policies and rigorous clawbacks highlighted as governance best practices .
Fixed Compensation
| Component | 2024 Program Terms | Amounts for Wenger (2024) |
|---|---|---|
| Annual director cash retainer | $70,000 cash (paid quarterly) | $70,000 |
| Committee chair fees | $17,500 cash per chair (no fee for Executive Committee chair) | N/A (not a chair) |
| Lead Director retainer | $30,000 cash | N/A |
| Life insurance | $50,000 term life (annual cost shown in comp tables) | $48 |
| Deferred Compensation Plan | Directors may elect to defer cash fees | Plan available |
2024 total compensation for Wenger: $150,055 (cash fees $70,000; stock awards $80,007; other $48) .
Performance Compensation
| Award Type | Grant Details | Vesting / Performance | 2024 Values |
|---|---|---|---|
| Director RSUs | Granted June 1, 2024 under Director Equity Plan; 4,751 RSUs determined using $16.84 closing price on May 31, 2024 | RSUs vest in full on June 1, 2025; accrue dividend equivalents; deferral election available; Wenger has not elected to defer delivery | $80,007 grant-date fair value |
| Legacy Performance-Based RSUs (from prior CEO role) | Granted May 1, 2022 while serving as CEO | Performance-based RSUs vest May 1, 2025; counted among outstanding stock awards | 154,318 unvested PSUs included in 159,159 outstanding stock awards |
Performance framework reference (for current program design): 2024 LTI Performance Shares pay line based on relative TSR to 2024 Peer Group: Threshold 25th percentile = 50%; Target 50th percentile = 100%; Maximum ≥75th percentile = 150% .
Other Directorships & Interlocks
- Public company board service disclosed for Wenger: Burnham Holdings, Inc. (director) .
- No disclosed committee interlocks or insider participation involving Wenger on the HR Committee (Wenger is not an HR Committee member) .
- No disclosed related-party transactions involving Wenger; 2024 related-person transaction noted relates to Barley Snyder (managing partner is another director) with fees of $1,057,616; Audit Committee reviewed and approved 2024 related person transactions in Feb 2025 .
Expertise & Qualifications
- Deep banking operations experience and senior leadership credentials (Chairman/CEO/President/COO) .
- Regional market knowledge through long tenure at Fulton and external civic roles .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total shares beneficially owned | 582,333 | Less than 1% of outstanding; includes 144,297 joint with spouse; 96,626 IRA; 3,851 spouse IRA; 440 as custodian for children |
| Outstanding stock awards | 159,159 | Includes 154,318 unvested performance-based RSUs (2022 grant) |
| Director stock ownership guideline | $350,000 required within 5 years | All directors satisfied or within compliance period as of Dec 31, 2024 |
| Anti-pledging/hedging | Policy prohibits hedging and pledging | Company best-practice policy disclosed; no exceptions for directors disclosed |
Governance Assessment
- Independence/Role: Not independent due to recent service as Chairman/CEO; continued board service focuses on Risk Committee. Investors should factor the potential influence of a former CEO on board deliberations and management oversight .
- Alignment: High beneficial ownership (582,333 shares) and additional outstanding equity align interests with shareholders; compliance with director ownership guidelines supports alignment .
- Compensation structure: Director pay is standard—cash retainer plus one-year RSUs; no meeting fees; RSUs vest annually, which is typical and straightforward. Note that Wenger also holds legacy performance-based RSUs from his CEO tenure vesting in 2025, which could represent a residual incentive link to prior executive performance outcomes .
- Attendance/Engagement: Board met 13 times in 2024; all directors met at least 75% attendance; Risk Committee (where Wenger serves) met 8 times, indicating active oversight cadence .
- Conflicts/Related parties: No Wenger-specific related-party transactions disclosed; the proxy highlights one legal-services relationship tied to another director with Audit Committee oversight, suggesting monitoring of potential conflicts .
- Policies/Controls: Presence of anti-hedging/pledging and rigorous clawback policies; independent Lead Director and executive sessions are positive governance signals .
RED FLAGS
- Not independent following recent executive leadership tenure, which can raise concerns about board challenge and oversight rigor .
- Legacy performance-based RSUs vesting during current directorship may create perceived incentives linked to prior executive plans; boards should ensure recusal where appropriate in compensation-related decisions .
Positive Signals
- Significant personal shareholding and compliance with director ownership guidelines .
- Active Risk Committee engagement amid robust risk oversight framework .