Lisa Crutchfield
FULTON FINANCIALAbout Lisa Crutchfield
Independent director of Fulton Financial Corporation since 2014 (age 62). Crutchfield is Managing Principal of Hudson Strategic Advisers, LLC, and previously served as Executive Vice President and Chief Regulatory, Risk and Compliance Officer at National Grid plc; earlier executive roles at PECO (an Exelon Company), TIAA-CREF, and Duke Energy. She is a NACD Board Leadership Fellow. Committees: Vice Chair of the Human Resources (HR) Committee and member of the Nominating & Corporate Governance (NCG) Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | EVP & Chief Regulatory, Risk & Compliance Officer | Pre-2012 (exact dates not disclosed) | Led regulatory, risk, and compliance across a global energy provider |
| PECO (Exelon) | Executive officer | Not disclosed | Utility operations and regulatory experience |
| TIAA-CREF | Executive officer | Not disclosed | Financial services risk and compliance exposure |
| Duke Energy Corporation | Executive officer | Not disclosed | Energy sector executive experience |
| Hudson Strategic Advisers, LLC | Managing Principal | 2012–present | Economic analysis and strategic advisory; founder |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Vistra Corporation (NYSE: VST) | Public | Director | 2020–present | Energy generation and retail provider |
| Buckeye Energy Holdings LLC | Private | Director | 2020–present | Energy midstream exposure |
| Somos, Inc. | Private | Director | 2023–present | Telecom numbering/registry services |
| Unitil Corporation (NYSE: UTL) | Public | Director (former) | 2012–2022 | Regulated utility board experience |
| Fortis Inc. (TSX/NYSE: FTS) | Public | Director (former) | 2022–2024 | North American utility holding company |
| Fulton Bank Board | Private subsidiary | Director | 2014–present | Bank subsidiary oversight |
Board Governance
- Independence: The Board determined Crutchfield meets Nasdaq and SEC independence standards; HR and NCG committees are entirely independent.
- Committees and roles: HR Committee Vice Chair; NCG Committee member. HR met 11 times in 2024; NCG met 8 times; Board met 13 times.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; ten directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors met in executive session 2 times in 2024; Lead Director presided.
- HR Committee interlocks: None—no cross-compensation committee interlocks or insider participation involving Crutchfield.
- Outside directorships limit: Directors may serve on no more than four total public company boards (including Fulton), supporting bandwidth and conflict limits.
- Stock ownership guidelines (directors): Each director must own at least $350,000 of Fulton common stock within five years of joining; as of Dec 31, 2024, all directors are compliant or within the window.
- Policies: Anti-hedging and anti-pledging policies for officers and directors; robust clawback policies; committee charters reviewed annually and posted publicly.
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Lisa Crutchfield | 70,000 | 80,007 | 48 | 150,055 |
Elements: Annual director cash retainer $70,000; committee chair retainer $17,500; Lead Director retainer $30,000; annual equity award $80,007; RSUs vest one year after grant and accrue dividend equivalents; directors receive a $50,000 term life policy.
Performance Compensation
| RSU Grant | Grant Date | Units | Grant-Date Fair Value per Share | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Director Equity Plan RSUs | June 1, 2024 | 4,751 | $16.84 (closing price May 31, 2024) | Full vest on June 1, 2025 (service-based) | Dividend equivalent units accrue; no performance metrics for director RSUs |
- No options or PSUs disclosed for non-employee directors; director equity is time-vested RSUs under the Amended and Restated 2023 Director Equity Plan.
Other Directorships & Interlocks
| Board | Public/Private | Role | Committee Positions (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|---|
| Vistra Corporation (NYSE: VST) | Public | Director | Not disclosed | No Fulton compensation committee interlocks in 2024. |
| Unitil Corporation (NYSE: UTL) | Public (former) | Director | Not disclosed | Former directorship ended 2022. |
| Fortis Inc. (TSX/NYSE: FTS) | Public (former) | Director | Not disclosed | Former directorship ended 2024. |
| Buckeye Energy Holdings LLC | Private | Director | Not disclosed | Energy sector overlap; no related-party transactions disclosed for Crutchfield. |
| Somos, Inc. | Private | Director | Not disclosed | No related-party transactions disclosed for Crutchfield. |
Expertise & Qualifications
- Finance, risk management, regulation, and compliance; began career as a commercial and investment banker.
- Public board service across energy and utilities enhances regulatory literacy and enterprise risk oversight in a bank context.
- NACD Board Leadership Fellow (boardroom governance credential).
Equity Ownership
| Holder | Total Shares Beneficially Owned | % of Class | Outstanding Stock Awards (RSUs and deferred units) |
|---|---|---|---|
| Lisa Crutchfield | 11,938 | <1.0% | 32,696 |
- Director stock ownership guideline: $350,000 within five years of board service; all directors are compliant or within the compliance window as of Dec 31, 2024.
- Insider trading compliance: All Section 16(a) reports believed timely for 2024.
- Policies: Company maintains anti-hedging and anti-pledging policies for officers and directors.
Governance Assessment
- Board effectiveness: Crutchfield brings deep regulatory/risk expertise as HR Vice Chair and NCG member, supporting oversight of executive compensation, succession, governance, and ESG. Committees met frequently (HR: 11; NCG: 8), and overall Board attendance minimums were satisfied.
- Independence and interlocks: Independent under Nasdaq/SEC rules; HR Committee interlock review identified no interlocks or insider participation—reduces conflict risk around pay decisions.
- Alignment and incentives: Director pay combines cash and time-based RSUs (no performance metrics), with ownership guidelines targeting material alignment ($350,000) and reported compliance across directors; anti-hedging/pledging and clawbacks further align conduct and risk.
- Related-party exposure: 2024 related-person matters involved a separate director’s law firm; no disclosed related-party transactions involving Crutchfield—lower direct conflict signal for her.
- RED FLAGS: None disclosed specific to Crutchfield (no attendance shortfall flagged, no related-party transactions, no hedging/pledging exceptions noted).