James Moxley III
FULTON FINANCIALAbout James R. Moxley III
Independent Director and Lead Director of Fulton Financial Corporation since 2015 (age 64). He chairs the Executive Committee and serves on the Audit and Human Resources (HR) Committees. Professionally, he is Principal of Security Development Corporation, a Washington–Baltimore real estate land development firm (since 1992), and is an NACD Board Leadership Fellow. He has served as Fulton’s Lead Director since June 2018 and is also a member of the Fulton Bank Board (subsidiary) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Security Development Corporation | Principal | 1992–present | Business, tax, legal experience related to acquisition, financing and development of real estate |
| Fulton Financial Corporation | Independent Director; Lead Director | Director since 2015; Lead Director since June 2018 | Executive Committee Chair; Audit; HR |
| Fulton Bank (subsidiary) | Board Member | 2019–present | Subsidiary board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johns Hopkins Medicine – Howard County Medical Center | Trustee | 2021–present | – |
| Howard Hospital Foundation | Trustee | 2014–2022 | – |
| Real Estate Charitable Foundation of Maryland | Founding Director | 2015–present | – |
| Duke University Library Advisory Board | Chair | 2022–present; Member 2017–present | – |
| Duke Law School Board of Visitors | Member | 2017–2023 | – |
| Glenelg Country School | Trustee Emeritus | 1996–present | – |
| NACD | Board Leadership Fellow | 2017–present | – |
Board Governance
- Independence: Board determined Moxley is independent under Nasdaq and SEC rules; Audit, HR, and NCG committees composed entirely of independent directors .
- Roles: Lead Director; Executive Committee Chair; member of Audit and HR Committees .
- Attendance: Board met 13 times in 2024; each director attended ≥75% of Board and committee meetings; 10 directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met twice in 2024 without management; Lead Director presided .
- Committee activity: Audit (14 meetings, all members “audit committee financial expert”), HR (11 meetings), Executive (0 meetings in 2024) .
- Best-practice framework: Independent Lead Director; ability to hire outside advisers; stock ownership guidelines; anti-hedging and anti-pledging policies; annual say-on-pay .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $70,000 | Paid quarterly |
| Lead Director retainer (cash) | $30,000 | Paid to Lead Director |
| Committee chair retainer (cash) | $17,500 (not paid to Executive Committee chair) | Executive Committee chair is excluded |
| Annual equity award (RSUs) | $80,007 | Value set by May 31, 2024 close; rounded to whole shares |
| 2024 Director Compensation (Moxley) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 100,000 |
| Stock Awards (grant date fair value) | 80,007 |
| All Other Compensation | 48 (life insurance cost) |
| Total | 180,055 |
Performance Compensation
| Metric | Detail |
|---|---|
| RSU grant (directors) | 4,751 RSUs granted June 1, 2024; grant-date fair value $16.84/share (based on May 31, 2024 close) |
| Vesting | RSUs vest in full one year after grant (June 1, 2025) |
| Dividend equivalents | RSUs accrue dividend equivalent units |
| Deferral election | Moxley has not elected to defer delivery of RSUs |
| Performance conditions | None; time-based vesting (no performance metrics for director awards) |
Other Directorships & Interlocks
- Public company boards: None disclosed for Moxley; external roles are non-profit/academic/community organizations listed above .
- Compensation committee interlocks: HR Committee members (including Moxley) had no interlocks or insider participation with other entities’ compensation committees; none were officers or employees of Fulton during the last fiscal year .
Expertise & Qualifications
- Audit committee financial expert: Board determined each Audit Committee member satisfies SEC requirements; Moxley is a member .
- Domain expertise: Extensive business, tax, and legal experience in real estate acquisition, financing, and development .
- Governance leadership: Lead Director responsibilities include liaising with independent directors, approving information sent to the Board and meeting schedules, and calling independent director meetings .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| James R. Moxley III – Total beneficial ownership | 155,108; <1% of class | Percent of class per Rule 13d-3 |
| Spouse (held solely by spouse) | 1,394 | Included in beneficial ownership |
| Custodian for children | 20,907 | Included in beneficial ownership |
| 401(k) plan | 28,000 | Included in beneficial ownership |
| Outstanding stock awards (incl. dividend equivalents) | 4,841 | Director RSUs; Moxley did not elect deferral |
| Director stock ownership guideline | Must own ≥$350,000 of Fulton stock within 5 years; all directors satisfied or within window as of Dec 31, 2024 |
Governance Assessment
- Positive signals:
- Long-serving independent Lead Director with active committee roles; formal Lead Director responsibilities strengthen board counterbalance to combined Chair/CEO structure .
- Strong say-on-pay support across five years (2024: 95.87%) indicates shareholder confidence in compensation governance .
- Audit Committee membership and “financial expert” designation bolster financial oversight quality .
- Anti-hedging and anti-pledging policies and stock ownership guidelines support alignment; annual board/committee self-evaluations and executive sessions enhance effectiveness .
- Attendance threshold met; board met 13 times; committee cadence robust (Audit 14; HR 11) .
- Potential risks/RED FLAGS:
- Related-party transactions: 2024 disclosed transaction involved another director’s law firm; no related-party transaction disclosed for Moxley. Loans and banking relationships with directors are stated to be ordinary-course on market terms and reviewed by Audit Committee (oversight annually; February 2025 review) .
- Executive Committee had zero meetings in 2024; while it acts between board meetings per bylaws, inactivity may indicate limited use—balanced by active Audit/HR workstreams .
- Outside public board service is limited by guideline (max four); Moxley’s external roles are primarily non-profit/academic, reducing interlock risks .
Overall, Moxley’s governance profile reflects independence, experienced leadership as Lead Director, and strong committee oversight with no disclosed conflicts tied to him, supporting investor confidence in board effectiveness .