George Martin
FULTON FINANCIALAbout George K. Martin
George K. Martin, age 71, has served as an independent director of Fulton Financial Corporation since 2021 and sits on the Fulton Bank board since 2016. He is a former senior partner of McGuireWoods LLP, where he served as managing partner of the firm’s largest office from 2009–2021 and has deep expertise in construction and commercial real estate law, risk management, and senior leadership. He currently serves as Vice Chair of the Nominating & Corporate Governance (NCG) Committee and as a member of the Risk Committee; the Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGuireWoods LLP | Senior Partner; Managing Partner of largest office | Partner since 1990; Managing Partner 2009–2021 | Recruiting Committee, Advisory Board, Pension Committees, McGuireWoods Consulting Oversight Committee |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| University of Virginia Investment Management Corporation | Board Member | 2023–present | No |
| Housing Development Law Institute | Board Member | 1991–present | No |
| University of Virginia School of Architecture Foundation | Board Member | 2011–present | No |
| Jefferson Scholars Foundation | Board Member | 2015–2022 | No |
| UVA Miller Center Governing Council | Vice Chair; Chair | VC 2019–2024; Chair 2024–present | No |
| University of Virginia School of Law | Adjunct Professor | 2020–present | N/A |
| Fulton Bank (subsidiary) | Board Member | 2016–present | No (subsidiary board) |
Board Governance
- Independence: The Board determined Mr. Martin is “independent” under Nasdaq listing standards and SEC rules .
- Committee assignments and 2024 activity:
- Nominating & Corporate Governance (NCG): Vice Chair; 8 meetings in 2024
- Risk Committee: Member; 8 meetings in 2024
- Board/meeting cadence and attendance: The Board met 13 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors held two executive sessions without management, presided over by the Lead Director (James R. Moxley III) .
- Lead Director: The Board maintains a Lead Independent Director structure; Mr. Moxley has served as Lead Director since June 2018 .
- Committee governance: Audit, HR, and NCG Committees are composed entirely of independent directors; committee charters are reviewed annually .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 (FULT non-employee director) | 70,000 | 80,007 | 48 | 150,055 |
| 2024 Director Compensation Structure (Context) | Amount/Terms |
|---|---|
| Annual director retainer | $70,000 cash |
| Lead Director additional retainer | $30,000 cash |
| Committee chair retainer | $17,500 cash (no chair fee for Executive Committee) |
| Annual equity award | $80,007 (RSUs; one-year vest; accrues DEUs) |
| Other | $50,000 term life insurance policy; reimbursement of Board-related expenses; optional Deferred Compensation Plan for cash fees |
Performance Compensation
Directors receive time-based RSUs; no performance metrics are attached to director equity awards.
| Grant Date | Award Type | Units | Fair Value/Share | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| June 1, 2024 | RSUs | 4,751 | $16.84 | $80,007 | Vest in full June 1, 2025 (service-based) | RSUs accrue dividend equivalents; issued under Amended & Restated 2023 Director Equity Plan |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Martin (external roles are university-related/nonprofits) .
- Interlocks/conflicts: No compensation committee interlocks disclosed involving Mr. Martin; HR Committee interlocks section reports no interlocks across the company in 2024 .
- Related-party transactions: Proxy discloses a 2024 related-person transaction with Barley Snyder (connected to another director); no related-person transactions involving Mr. Martin are disclosed .
Expertise & Qualifications
- Senior leadership and governance: Former managing partner of McGuireWoods’ largest office; extensive firm management experience .
- Legal and real estate: Construction and commercial real estate law expertise; risk management background .
- Governance/ESG oversight: Vice Chair of NCG Committee overseeing nominees, governance, stock ownership guidelines compliance, and ESG disclosures .
- Academic/community leadership: Multiple UVA governance roles; adjunct professor at UVA Law, indicating ongoing engagement and subject-matter expertise .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficially owned shares (as of March 3, 2025 record date) | 10,724 shares; includes 8,870 shares in an IRA and 125 shares held jointly with spouse; less than 1% of class |
| Outstanding stock awards (as of Dec 31, 2024) | 24,833 stock awards outstanding, including accumulated dividend equivalents and any deferred RSUs |
| Director stock ownership guideline | Requirement to own at least $350,000 of FULT stock within 5 calendar years after becoming a director |
| Guideline compliance status | As of Dec 31, 2024, all directors have satisfied the guideline or are within the five-year period to achieve compliance |
| Hedging/pledging | Fulton discloses anti-hedging and anti-pledging policies for officers and directors; Insider Trading Policy applies to directors |
Insider Trades (Section 16)
| Period | Disclosure |
|---|---|
| 2024 | Fulton states all Section 16(a) reports were timely filed; the proxy does not list specific Form 4 transactions for Mr. Martin |
Governance Assessment
- Board effectiveness and engagement: Martin’s role as NCG Vice Chair and Risk Committee member positions him at the center of director nominations, governance policies (including ESG), stock ownership guideline oversight, and enterprise risk oversight—key levers for investor confidence in a regional bank . Attendance standards were met at the Board-wide level (each director ≥75% in 2024), and the Board held 13 meetings with two independent executive sessions, supporting oversight cadence and independence .
- Independence and conflicts: The Board affirms Martin’s independence under Nasdaq/SEC standards; no Martin-related party transactions are disclosed; HR Committee interlocks report no interlocks in 2024—limiting perceived conflicts .
- Alignment and incentives: Director pay is balanced between fixed cash retainer ($70k) and annual time-based RSUs (~$80k), with vesting over one year and stock ownership guidelines requiring substantial personal investment ($350k within five years). Martin’s disclosed beneficial ownership (10,724 shares) plus outstanding RSUs (24,833) reflects growing equity alignment, and company-wide anti-hedging/pledging policies further support shareholder alignment .
- RED FLAGS: None disclosed specific to Martin. No related-party transactions, no hedging/pledging permitted, and committee independence maintained. The proxy does not disclose individual attendance percentages beyond the ≥75% standard; no pay anomalies or director option repricing are disclosed .
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