Michael Shirk
FULTON FINANCIALAbout Michael F. Shirk
Michael F. Shirk (age 49) is an independent director nominee to Fulton Financial Corporation’s Board and currently serves as a non-voting member of the joint Fulton/Fulton Bank Risk Committee; if elected, he will become a voting member of the Risk Committee. He is CEO of the High Companies (since 2015) and previously served as Vice President of Architectural Specialties Worldwide at Armstrong World Industries (NYSE: AWI) from 2009–2014. The Board has determined Shirk meets Nasdaq/SEC independence standards; he also serves on the Fulton Bank Board (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Companies | Chief Executive Officer | 2015–present | Senior leadership over manufacturing, construction, real estate; M&A/strategy exposure |
| Armstrong World Industries (NYSE: AWI) | Vice President, Architectural Specialties Worldwide | 2009–2014 | Global operating experience in a public company context |
| High Companies | Member | 2011–2015 | Leadership/market influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PA Chamber of Business and Industry | Board Member | 2010–present | Regional influence; business policy engagement |
| Lancaster County STEM Alliance | Advisory Board Member | 2016–present | Workforce/education advocacy |
| PA Workforce Development Board | Member | 2023 | State-level workforce policy |
| PA Governor-elect Shapiro Transition Advisory Subcommittee on Business Development | Member | 2023 | Business development advisory |
| Fulton Bank Board | Director | 2023–present | Non-voting Risk Committee member |
Board Governance
- Independence: The Board determined nine of eleven 2025 nominees are independent, including Shirk, under Nasdaq/SEC standards .
- Committee assignment: Risk Committee; currently non-voting; to be appointed as a voting member upon election .
- Board/committee cadence and attendance: In 2024, the Board met 13 times; each director attended at least 75% of Board/committee meetings; independent directors held two executive sessions chaired by the Lead Director (James R. Moxley III) .
- Risk oversight: Risk Committee met 8 times in 2024; oversees enterprise risk and cybersecurity; Chair possesses requisite large-bank risk expertise .
- Outside directorship limits: Directors may serve on no more than four public company boards including Fulton .
Fixed Compensation
| Component | Structure/Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual director cash retainer | $70,000 | Paid quarterly | Non-employee directors |
| Lead Director cash retainer | $30,000 | Paid quarterly | Incremental to director retainer |
| Committee chair cash retainer | $17,500 | Paid quarterly | Not paid to Executive Committee chair |
| Annual equity grant (RSUs) | $80,007 (4,751 RSUs at $16.84 close on 5/31/24) | Vests 1 year after grant; 6/1/2025 | Dividend equivalents accrue; granted under 2023 Director Equity Plan |
| Life insurance benefit | $50,000 term policy | Annual | Provided to non-employee directors |
| Deferred Compensation Plan | Elective deferral of cash director fees | Ongoing | Directors may defer a portion of cash fees |
| Expense reimbursement | Reasonable Board-related expenses | Ongoing | Standard practice |
Note: Shirk was not a Fulton director in 2024, so no 2024 director compensation amounts were recorded for him; upon election in 2025, compensation would follow the structure above .
Performance Compensation
| Instrument | Grant Date | Number | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs (standard director grant) | 6/1/2024 | 4,751 | 100% on 6/1/2025 | None; time-based only; dividend equivalents accrue |
Directors do not receive options or performance share units; equity is granted as time-based RSUs under the Director Equity Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Shirk |
| Prior public company directorships | None disclosed; prior role was executive at Armstrong World Industries (not a director) |
| Committee interlocks | HR Committee fully independent; no compensation committee interlocks reported; not specific to Shirk |
Expertise & Qualifications
- Senior leadership (CEO experience), market knowledge/influence, M&A, HR/compensation, strategic oversight; aligned with Fulton’s sought skills for directors .
- Risk oversight readiness via Risk Committee membership (cybersecurity oversight resides with Risk Committee) .
Equity Ownership
| Holder/Vehicle | Shares | Ownership Form | Notes |
|---|---|---|---|
| Total beneficial ownership (Record Date 3/3/2025) | 69,214 | Various | <1% of class |
| Joint with spouse | 10,213 | Indirect | Included in total |
| Spouse SEP IRA | 2,756 | Indirect | Included in total |
| Custodian for children | 10,051 | Indirect | Included in total |
| Tipararee LLC | 3,000 | Indirect | Included in total |
| JOS Credit Shelter Trust (Trustee) | 37,608 | Indirect | Included in total |
Ownership guidelines: Directors must own at least $350,000 of Fulton stock within five calendar years after becoming a director; as of 12/31/2024 all directors either satisfied or were within the compliance period . Anti-hedging and anti-pledging policies apply to officers and directors .
Insider filings snapshot
| Filing | Event Date | Direct Common | Indirect Common | Other |
|---|---|---|---|---|
| Form 3 (Initial Statement) | 05/20/2025 | 15,861.2183 | 53,527.4892 | 3,000 depositary shares, preferred Series A |
Note: Form 3 totals (~69,388.7) differ slightly from the proxy’s Record Date total (69,214) due to different measurement dates and decimal rounding .
Governance Assessment
- Investor support: Shirk received ~136.8M votes “For” and ~0.6M “Withheld” in the 2025 director election; overall, all nominees were elected. Say-on-pay passed with 133.5M “For” vs. 3.0M “Against” (strong endorsement of compensation governance) . Historical say-on-pay approval has been consistently high (95.87% in 2024; 96.41% in 2023; 96.95% in 2022; 97.17% in 2021; 97.45% in 2020) .
- Board effectiveness: Independent Lead Director structure and regular executive sessions support oversight; Shirk’s risk committee assignment enhances risk governance continuity during a period of capital and operational risk focus .
- Alignment: Robust director ownership guidelines, anti-hedging/pledging policies, and equity retainer via RSUs indicate alignment with shareholders; Shirk’s existing beneficial ownership suggests “skin-in-the-game” .
- Conflicts/Related-party: No Shirk-specific related-party transactions disclosed; Audit Committee reviewed and approved 2024 related-person transactions (one legal-fee transaction related to a different director’s firm) .
- Attendance/engagement: Board met 13 times in 2024; committees meet at least quarterly; Risk Committee met 8 times—appropriate cadence for a bank holding company .
RED FLAGS: None disclosed for Shirk. No pledging/hedging indicated; no related-party transactions; strong election support. Maintain monitoring for potential business dealings between Fulton and High Companies (not disclosed) given Shirk’s CEO role at High; Audit Committee oversight processes are in place .
Say-on-Pay & Shareholder Feedback
| Year/Meeting | Outcome | Votes/Percent |
|---|---|---|
| 2025 Annual Meeting | Advisory vote approved | 133,525,808 For; 3,032,473 Against; 842,049 Abstain; 15,002,162 Broker Non-Votes |
| Historical (proxy summary) | High approval | 95.87% (2024); 96.41% (2023); 96.95% (2022); 97.17% (2021); 97.45% (2020) |
Related Party Transactions
- Audit Committee annually reviews related person transactions; in 2024, one transaction exceeded $120,000 (legal fees to Barley Snyder; director Jennifer Craighead Carey is managing partner with <4% interest; not directly engaged on Fulton matters). No family relationships among directors/officers requiring disclosure; similar transactions anticipated under ordinary course terms .
Other Director Compensation Data (2024 reference)
| Name | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Non-employee director example (e.g., Snyder) | 87,500 | 80,007 | 48 | 167,555 |
Note: This table illustrates typical 2024 director compensation; Shirk was not a director in 2024 .
Additional Board Structure Notes
- Committees and oversight: Audit (14 meetings), HR (11), NCG (8), Risk (8), Executive (0 in 2024). Audit members designated “financial experts”; Risk oversees cybersecurity; HR oversees compensation risk and succession; NCG oversees governance/ESG .