Jennifer Craighead Carey
FULTON FINANCIALAbout Jennifer Craighead Carey
Independent director of Fulton Financial Corporation (FULT) since 2019; age 56. She is Managing Partner of Barley Snyder LLP (since Jan 2024), previously Partner (since 2001) and chair of its Employment Law group (2005–2019). Core credentials: legal, risk management, and human capital expertise; chairs the Board Risk Committee and serves on the Executive Committee; determined independent under Nasdaq/SEC standards. She also serves on the Fulton Bank board (since 2012).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barley Snyder LLP | Managing Partner | Jan 2024–present | Firm leadership; previously led Employment Law group (2005–2019) |
| Barley Snyder LLP | Partner | 2001–present | Employment law expertise; human capital and risk insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Holdings Corporation | Director | 2021–present | Governance oversight |
| High Industries | Leadership Development & Compensation Committee member | 2023–present | Human capital/compensation oversight |
| Lancaster City Alliance | Member | 2019–present | Community/economic development engagement |
| Millersville Univ. College of Arts, Humanities & Social Sciences | Advisory Board Member | 2023–present | Advisory capacity |
| Fulton Bank | Director | 2012–present | Bank subsidiary board experience |
Board Governance
- Independence: The Board determined she is independent under Nasdaq and SEC rules; nine of 11 nominees independent in 2025 slate.
- Committee assignments: Risk Committee (Chair); Executive Committee (member). Risk Committee met 8 times in 2024; Executive Committee met 0 times.
- Risk Chair qualification: Chair must have requisite experience in identifying, assessing and managing risk exposures at large, complex financial institutions.
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board/committee meetings on which they served. Ten directors attended the 2024 annual meeting.
- Board structure: Combined Chair/CEO with a Lead Independent Director (James R. Moxley III) who leads executive sessions; independent directors held two executive sessions in 2024.
- Governance policies: Annual board/self-evaluations; independent-only HR, Audit, NCG committees; anti-hedging and anti-pledging; robust clawbacks.
- Outside boards policy: Max four public company boards (including FULT).
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual director cash retainer | $70,000 |
| Committee chair cash retainer (Risk) | $17,500 |
| Fees earned or paid in cash (actual) | $87,500 |
| All other compensation (life insurance benefit) | $48 |
Notes
- Non-employee directors receive a mix of cash and equity; no meeting fees; company provides $50,000 term life policy; optional director deferred compensation plan.
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-date Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | June 1, 2024 | 4,751 | $80,007 | Cliff vest on June 1, 2025; dividend equivalents accrue |
- 2024 Director equity program set at $80,007 per director (shares determined from 5/31/2024 close, $16.84).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Craighead Carey |
| Private/non-profit roles | High Holdings Corp. (Director); High Industries LD&C Committee member; Lancaster City Alliance; Millersville Univ. advisory board |
| Potential interlocks/network ties | High Companies’ CEO (Michael F. Shirk) is a FULT director nominee; Ms. Craighead Carey serves on High Holdings/High Industries bodies—this is a network linkage to an executive of an organization with ties to multiple local enterprises. No related-party transaction with High Companies was disclosed by FULT for 2024. |
Expertise & Qualifications
- Legal/governance: Long-tenured law firm partner; managing partner since 2024; deep employment law and human capital experience.
- Risk management: Risk Committee Chair; Board deems the Chair qualified to oversee risk at complex financial institutions.
- Market familiarity: Extensive experience in Fulton’s operating markets.
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (as of 3/3/2025) | 4,985 shares; <1% of class |
| Outstanding stock awards (director) | 27,894 stock units (includes accumulated dividend equivalents and deferred RSUs) as of 12/31/2024 |
| Stock ownership guideline (directors) | $350,000 within five calendar years of joining board; as of 12/31/2024 all directors satisfied or within compliance window |
| Hedging/pledging | Company prohibits hedging and pledging; applies to directors via governance best practices and insider policies |
Related-Party Transactions (Conflict Review)
- 2024 payments to Barley Snyder LLP (her firm): $1,057,616 in legal fees. Ms. Craighead Carey is Managing Partner; she owns <4% of Barley Snyder, was not directly engaged on Fulton matters, and billed no hours. Audit Committee annually reviews and approved related-person transactions (reviewed in Feb 2025). Independence for her board service was affirmed under Nasdaq/SEC standards. [RED FLAG; mitigants noted]
Say-on-Pay & Shareholder Feedback (Context for Governance)
| Year | Say-on-Pay “For” Vote |
|---|---|
| 2024 | 95.87% |
| 2023 | 96.41% |
| 2022 | 96.95% |
| 2021 | 97.17% |
| 2020 | 97.45% |
Insider Trading & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (2024) | All Forms 3/4/5 timely filed per company review and written representations; no delinquencies disclosed |
| Disclosed insider Form 4 transactions | Not specified in the proxy; company only reports on timeliness |
Governance Assessment
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Strengths
- Independent director with deep legal and human capital expertise; Chair of the Risk Committee with explicit board determination of risk oversight qualifications.
- Strong governance framework: independent committees; lead independent director; executive sessions; anti-hedging/anti-pledging; robust clawbacks; annual self-evaluations.
- Engagement and attendance: directors met at least the 75% attendance threshold in 2024; board met 13 times.
- Director compensation balanced between cash and equity; clear stock ownership guidelines; optional fee deferrals support alignment.
-
Watch items / RED FLAGS
- Related-party exposure: >$1.0M in 2024 legal fees to Barley Snyder while she is Managing Partner, albeit with <4% firm ownership and no personal billing; Audit Committee oversight disclosed. This may be perceived as a conflict and merits continued monitoring of fee levels and independence determinations.
- Network linkage: Concurrent High Companies ties on FULT board (via Michael F. Shirk) and her roles with High entities create an interlock network; no related transactions were disclosed, but interlocks can influence information flows and warrant monitoring.
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Overall view
- On balance, governance signals are favorable: independent risk oversight leadership, solid attendance and committee structure, shareholder-friendly policies, and strong say-on-pay support. The Barley Snyder related-party fees are the primary governance risk; company mitigants (ownership <4%, no direct billing, Audit Committee review) and sustained independence determination reduce, but do not eliminate, perceived conflict risk.