Natasha Luddington
FULTON FINANCIALAbout Natasha Luddington
Senior Executive Vice President, Chief Legal Officer and Corporate Secretary at Fulton Financial Corporation since 2021; age 50 as disclosed in FULT’s proxy biographies . Prior roles include Interim General Counsel and Senior Vice President, Associate General Counsel at Pacific Western Bank (2014–2021) and legal department roles at CapitalSource Bank (2007–2014) . Company performance while she was an NEO in 2022 included GAAP EPS of $1.67 and operating EPS of $1.76, ROE of 11.69% (operating ROE 12.33%), and net income of $286.98 million; Fulton declared $0.66 per share in dividends in 2022 . Fulton’s Pay vs Performance table shows cumulative TSR value of a $100 investment rising to $134.46 by 2024 (peer group TSR $111.09) and adjusted EPS of $1.68 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Western Bank | Interim General Counsel; Senior Vice President, Associate General Counsel | 2014–2021 | Not disclosed |
| CapitalSource Bank | Various legal department roles | 2007–2014 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Incentive (VCP) ($) | Discretionary/Other Bonus ($) |
|---|---|---|---|---|
| 2022 | 434,317 | 50% of eligible base salary (VCP target for Luddington) | 307,279 (VCP Award paid) | 150,000 (Bonus column in SCT) |
Performance Compensation
Annual Cash Incentive (VCP) – 2022 Scorecard Outcome
| Metric | Weighting | Target (Scorecard Target) | Actual | Weighted Score | Payout Impact |
|---|---|---|---|---|---|
| EPS (Operating) | 30% | $1.468 | $1.76 | 1.50 | Contributed to 141.5% overall payout |
| ROE (Operating) | 20% | 9.168% | 12.33% | 1.00 | Contributed to 141.5% overall payout |
| Operating Expense/Average Assets | 15% | 2.255% | 2.38% | 0.06 | Contributed to 141.5% overall payout |
| Risk Management Composite | 10% | Not numerically specified | Met qualitative thresholds | 0.40 | Contributed to 141.5% overall payout |
| Asset Quality: NPA/Total Assets | 10% | Not numerically specified | Met thresholds | 0.39 | Contributed to 141.5% overall payout |
| Employee Engagement Index | 15% | Not numerically specified | Met thresholds | 0.47 | Contributed to 141.5% overall payout |
| Overall VCP Payout | — | Target = 3.0 scorecard; cap 200% | Scorecard result 3.83 | — | 141.5% of target |
Minimum payout gates: ROE threshold (2022 ROE 12.33% above 8.71%) and positive net income ($286.98 million) were satisfied .
Long-Term Incentives (LTI) – 2022 Performance Shares Award
| Component | Weighting | Grant Date | Performance Period | Target/Payline | Shares Granted (Natasha Luddington) | Vesting |
|---|---|---|---|---|---|---|
| TSR Component (relative TSR vs 2022 Peer Group) | 65% | May 1, 2022 | May 1, 2022 – Mar 31, 2025 | Threshold 25th pct→50% payout; Target 50th pct→100%; Max 75th pct→150% | 10,926 of 16,809 total PS | Vest May 1, 2025, subject to TSR results |
| Profit Trigger Component | 35% | May 1, 2022 | Jan 1, 2024 – Dec 31, 2024 | Net income must exceed dividends declared over prior 4 full quarters; fixed share payout, not interpolated | 5,883 of 16,809 total PS | 3-year time-based cliff vesting on May 1, 2025 if trigger met |
New hire RSU grant: 8,989 RSUs on January 3, 2022 (no payline; time-based) .
Equity Ownership & Alignment
- Stock ownership and trading policies: Hedging, short sales, and pledging are prohibited; NEOs cannot hold Fulton securities in margin accounts and must pre-clear transactions .
- Executive ownership guidelines: CEO 6x base salary; President 3x; CFO 3x; Other NEOs 2x; compliance assessed over five years; guidelines exclude stock options and unvested awards .
- Outstanding awards (as of December 31, 2022):
- Performance Shares not vested: 22,784; market value $383,462 at $16.83 year-end price (includes accrued dividend equivalents) .
- New hire RSUs not vested: 8,989; market value $151,282 (at $16.83) .
| Item | Quantity/Value |
|---|---|
| Unvested Performance Shares (#) | 22,784 |
| Market Value of Unvested Performance Shares ($) | 383,462 |
| Unvested New Hire RSUs (#) | 8,989 |
| Market Value of Unvested New Hire RSUs ($) | 151,282 |
Beneficial ownership counts for Natasha Luddington were not individually disclosed in the 2025 Security Ownership table; the table lists current directors/NEOs and the group total but not each non-NEO executive officer by name .
Employment Terms
- Change-in-control and severance policy: Fulton maintains double-trigger CIC cash severance and equity vesting; does not provide excise tax gross-ups; caps incentives; prohibits hedging/pledging; enforces clawbacks .
- Potential payments (as of December 31, 2022, for Natasha R. Luddington):
| Termination Scenario (as of 12/31/2022) | Cash ($) | Equity ($) | Pension/NQDC ($) | Perquisites/Benefits ($) | Tax Reimbursement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary or For Cause | — | — | — | — | — | — |
| Without Cause / For Good Reason – Before CIC | 745,029 | — | — | 12,000 | — | 757,029 |
| Without Cause / For Good Reason – Upon/After CIC | 883,484 | 440,687 | 74,503 | 34,000 | — | 1,432,674 |
| Retirement | — | 151,282 | — | — | — | 151,282 |
| Disability | 481,525 | 440,687 | — | 18,000 | — | 940,212 |
| Death | 875,500 | 440,687 | — | — | 560,448 | 1,876,635 |
Clawback framework: Fulton maintains an Amended and Restated Compensatory Recovery Policy and a Mandatory Recovery of Compensation Policy .
Investment Implications
- Compensation alignment: Luddington’s 2022 pay mix included a sizable at-risk component (VCP Award $307k and PS grant 16,809 shares), directly tied to operating EPS, ROE, and relative TSR, reinforcing pay-for-performance linkage .
- Near-term supply/vesting: 2022 Performance Shares cliff-vest May 1, 2025 subject to TSR and profit trigger; along with 2022 RSUs, this creates potential insider selling pressure windows as awards settle and taxes are addressed .
- Governance protections: Double-trigger CIC, robust clawbacks, and prohibition on hedging/pledging mitigate misalignment risks; no excise tax gross-ups reduces shareholder-unfriendly optics .
- Retention/transition economics: 2022 CIC tables show meaningful cash and equity acceleration upon/after a CIC; disability and death benefits are substantial, implying strong protection but limited incremental leverage for retention beyond market norms .
Additional context: Company performance under the Pay vs Performance framework showed rising TSR value by 2024 and stable adjusted EPS, supporting the incentive plan’s emphasis on TSR and profitability during Luddington’s tenure .