Meg Mueller
FULTON FINANCIALAbout Meg Mueller
Meg R. Mueller (age 61) is Senior Executive Vice President and Enterprise Credit Executive at Fulton Financial, appointed August 2024; previously Head of Commercial Banking (2018–2024) and Chief Credit Officer (2010–2017), with employment at Fulton since 1996 and promotion to SEVP in 2013 . Company performance tied to her incentive plans included 2024 diluted EPS of $1.57, net interest margin of 3.42%, total loans exceeded $24B, and dividends of $0.69/share . 2024 enterprise scorecard funded payouts at 111.21% of target , and prior long-term performance awards (granted 2021) vested at 132.5% total (TSR at the 78.57th percentile and profit trigger met) . 2024 say‑on‑pay approval was 95.87% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fulton Financial | Enterprise Credit Executive (SEVP) | Aug 2024–present | Enterprise-wide credit leadership |
| Fulton Financial | Head of Commercial Banking | 2018–2024 | Commercial banking leadership and execution |
| Fulton Financial | Chief Credit Officer | 2010–2017 | Credit risk oversight |
| Fulton Financial | Senior Executive Vice President | 2013–present | Executive leadership |
| Fulton Financial | Various positions | 1996–present | Progressive leadership roles |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $413,358 | $428,803 | $433,290 |
| VCP Target (% of eligible earnings) | 50% (Other NEOs at 2x salary ownership tier; Meg’s VCP matrix shows 50% target) | 50% | 50% |
| VCP Target ($) | $292,451 (paid as non‑equity incentive) | $107,201 (paid as non‑equity incentive) | $216,645 |
| Actual VCP Paid ($) | $292,451 | $107,201 | $240,931 |
| All Other Compensation ($) | $50,505 | $48,819 | $53,409 |
Performance Compensation
Annual Incentive (VCP) – 2024 Scorecard Outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EPS | 30% | $1.40 | $1.56 | $1.87 | $1.68 | 41.35% |
| Adjusted ROE | 20% | 8.78% | 9.75% | 11.70% | 10.58% | 28.47% |
| Adjusted Operating Expense/Average Assets | 10% | 2.51% | 2.45% | 2.33% | 2.52% | 0.00% |
| Adjusted Efficiency Ratio | 10% | 65.10% | 63.50% | 60.30% | 62.94% | 11.76% |
| Capital/Liquidity/Market/Compliance | 10% | — | — | — | Score 4 | 15.00% |
| Asset Quality: Adjusted NPA/Total Assets | 10% | — | — | — | 0.73% | 5.90% |
| Employee Engagement Index | 10% | — | — | — | 67.46% | 8.73% |
| Total Funding % | — | — | — | — | — | 111.21% |
Long-Term Incentives (LTI)
2024 Grants (May 1, 2024):
| Component | Allocation | Grant Date | Shares Granted | Vesting | Notes |
|---|---|---|---|---|---|
| Performance Shares (TSR vs 2024 Peer Group) | 65% | May 1, 2024 | 13,124 | Performance period 5/1/2024–3/31/2027; payout 50/100/150% at 25th/50th/75th percentile TSR | Grant date fair value included in total below |
| RSUs (time-based) | 35% | May 1, 2024 | 7,066 | 3‑year cliff vesting on 5/1/2027 | Dividend equivalents accrue and pay at vest |
| 2024 LTI Grant Date Fair Value ($) | — | May 1, 2024 | — | — | $376,515 |
Vesting and Realized in 2024:
| Award | Shares Vested (5/1/2024) | Value Realized ($) |
|---|---|---|
| 2021 Performance Shares (3‑yr TSR + profit trigger) | 26,195 | $442,688 (at $16.90; includes dividend equivalents) |
| Stock Awards Vested (total) | 26,362 | $445,510 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Record Date 3/3/2025) | 121,968 shares; <1% of outstanding |
| Shares Outstanding (Record Date) | 182,199,918 |
| Unvested RSUs at 12/31/2024 | 7,029 shares; market value $135,525 (at $19.28) |
| Unearned Performance Shares at 12/31/2024 | 29,571 (2022 grant) ; 37,544 (2023 grant) ; 20,058 (2024 grant) |
| Options Outstanding | None outstanding; no options granted in 2024 |
| Hedging/Pledging | Prohibited for NEOs; no margin accounts or pledging allowed |
| Stock Ownership Guidelines | Other NEOs: 2× base salary; compliance required within 5 years |
| Compliance Status (12/31/2024) | All NEOs employed at year‑end (except Mr. Sridharan) satisfied guidelines |
Employment Terms
| Provision | Summary |
|---|---|
| Agreements in place | Employment Agreement and CIC Agreement; Meg’s agreements effective Jan 1, 2018 (standard rollout) |
| Term | Continues until termination; expire Dec 31 of year NEO attains age 65 |
| Non‑compete / Non‑solicit | 1‑year non‑compete and non‑solicit post‑termination; waived for Good Reason/Without Cause; separate 1‑year non‑solicit applies around CIC (−90 days to +2 years) |
| Severance (Good Reason/Without Cause, no CIC) | Cash: $649,935; Equity: $135,525; Perqs/Benefits: $19,808; Total: $805,268 |
| Change‑in‑Control (double trigger) | Cash: $1,534,255; Equity: $1,369,912; Pension/NQDC: $34,500; Perqs/Benefits: $49,615; Total: $2,988,283 |
| Retirement | Equity continues subject to performance; estimated equity value $1,369,912 |
| Disability | Cash: $517,807; Equity: $1,369,912; Perqs/Benefits: $74,591; Total: $1,962,311 |
| Death benefits | Cash: $866,580; Equity: $1,369,912; Tax reimbursement: $554,737; Perqs/Benefits: $39,615; Total: $2,830,845 |
| Clawbacks | Robust mandatory recovery for restatements and discretionary policy for material inaccuracies or Code violations |
Perquisites and Deferred Compensation
| Item (2024) | Amount ($) |
|---|---|
| Qualified 401(k) Company Contribution | 17,250 |
| DCP Company Contribution | 0 |
| Club Memberships | 13,887 |
| Automobile Perquisites | 11,169 |
| Other Compensation & Perquisites | 11,104 (includes personal travel tax gross‑up of $2,290) |
| Total All Other Compensation | 53,409 |
| DCP Aggregate Balance (12/31/2024) | $3,046 |
Director/Board Governance, Hedging/Pledging, Ownership Guidelines
- Anti‑hedging and anti‑pledging policies apply to NEOs; trading windows and pre‑clearance required .
- Stock ownership guidelines: CEO 6×, CFO/President 3×, Other NEOs 2×; all NEOs employed at year‑end met requirements (except Mr. Sridharan) .
Compensation Peer Group and Say‑on‑Pay
- 2024 peer group includes regional banks (e.g., Wintrust, United Bankshares, Valley National, UMB, Prosperity, etc.) used for benchmarking salaries, annual incentives, and LTI design .
- Say‑on‑pay approvals: 2024 95.87%; 2023 96.41%; 2022 96.95%; 2021 97.17%; 2020 97.45% .
Risk Indicators & Red Flags
- No options repricing; no options outstanding and none granted in 2024 .
- Hedging/pledging prohibited for NEOs (alignment positive) .
- Personal travel tax gross‑ups present (e.g., $2,290 for Ms. Mueller in 2024) .
- Section 16 filings were timely in 2024 .
Performance Compensation – Detailed LTI Mechanics
| Metric | Weighting | Target Setting | Payout Curve | Vesting |
|---|---|---|---|---|
| Relative TSR (2024 PS) | 65% of 2024 LTI award | Relative TSR vs 2024 Peer Group | 50%/100%/150% at 25th/50th/75th percentile | Earned shares vest after 5/1/2024–3/31/2027 performance period |
| Time‑based RSUs (2024) | 35% of 2024 LTI award | N/A | N/A | Cliff vest 5/1/2027 |
| 2021 PS results | 65% TSR + 35% Profit Trigger | TSR vs 2020 peer group; coverage of dividends by net income | TSR 150%; Profit 100%; Total 132.5% | Vested 5/1/2024 (value realized above) |
Investment Implications
- Strong alignment mechanisms: no hedging/pledging, firm ownership guidelines, double‑trigger CIC, and robust clawbacks mitigate agency risk; Ms. Mueller meets ownership requirements and has material unvested equity tied to TSR, suggesting retention and alignment .
- Insider selling pressure near vest dates may arise from RSU and PSU settlements (e.g., significant vesting in May cycles); 2024 stock awards vested on 5/1/2024 with realized value, and large unearned PS tranches scheduled through 2025–2027 can create supply overhang if shares are sold post‑settlement .
- Change‑of‑control economics show meaningful but standard severance multiples (2× pay for NEOs, double‑trigger), with accelerated equity under certain events; not overly shareholder‑unfriendly, though presence of perquisite tax gross‑ups is a modest governance blemish .
- Performance scorecard and TSR‑based LTI support pay‑for‑performance; 2024 scorecard funding (111.21%) and prior 3‑year TSR outperformance validate incentive design efficacy and may signal execution strength in credit and commercial banking under Ms. Mueller’s leadership tenure .