Richard Kraemer
FULTON FINANCIALAbout Richard S. Kraemer
Richard S. Kraemer, age 46, has served as Senior Executive Vice President and Chief Financial Officer of Fulton Financial Corporation since November 1, 2024, after joining in September 2024 . Prior to Fulton, he held senior finance and operating roles at Valley National Bank/Valley National Bancorp, including Deputy CFO & Treasurer (Feb 2023–Dec 2023), Chief Financial Services Officer (Jan 2020–Jan 2023), Head of Corporate Finance/Corporate Development/IR (Dec 2017–Dec 2019), and Chief Banking Officer of Valley’s northern markets (Jan 2024–Jul 2024) . Company performance context: 2024 adjusted EPS used for compensation was $1.68 and the enterprise scorecard paid at 111.21% of target . In 2025, Fulton reported record operating net income of $101.3 million ($0.55 per diluted share) in Q3 and nine-month 2025 net income increased by $72.5 million vs. nine months 2024; FULT’s cumulative TSR value of a $100 investment stood at $134.46 as of 2024 under SEC pay-versus-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Valley National Bank (Valley National Bancorp) | Chief Banking Officer (northern markets) | Jan 2024 – Jul 2024 | Oversaw commercial banking in Valley’s northern markets . |
| Valley National Bancorp | EVP, Deputy CFO & Treasurer | Feb 2023 – Dec 2023 | Senior finance leadership including treasury and financial operations . |
| Valley National Bancorp | EVP, Chief Financial Services Officer | Jan 2020 – Jan 2023 | Enterprise financial services leadership across functions . |
| Valley National Bancorp | First SVP – Head of Corporate Finance, Corporate Development & Investor Relations | Dec 2017 – Dec 2019 | Led corporate finance, M&A/corporate development and IR, indicating deal execution and capital markets experience . |
External Roles
No external public-company directorships or outside board roles for Mr. Kraemer were disclosed in the proxy biography .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Base salary rate | $550,000 as of 2024 (set upon hire); actual salary paid for partial 2024 was $167,115 . |
| Guaranteed sign-on/minimum | One-time guaranteed minimum 2024 bonus opportunity of $385,000 as part of hire terms; the company paid a $298,064 “Bonus” plus a separate VCP award (below) for 2024 . |
| Perquisites/other | 2024 “All Other Compensation” totaled $14,230 (including $6,400 automobile perquisite and $7,830 other compensation/perquisites) . |
Performance Compensation
Annual Incentive (VCP) Structure and 2024 Outcomes
| Metric | Weight | 2024 Target | 2024 Actual | Payout % (weighted) |
|---|---|---|---|---|
| Adjusted EPS | 30% | $1.56 | $1.68 | 41.35% |
| Adjusted ROE | 20% | 9.75% | 10.58% | 28.47% |
| Adjusted OpEx/Average Assets | 10% | 2.45% | 2.52% | 0.00% |
| Adjusted Efficiency Ratio | 10% | 63.50% | 62.94% | 11.76% |
| Capital/Liquidity/Market/Compliance (composite) | 10% | Qualitative | Achieved (score 4) | 15.00% |
| Asset Quality (Adj. NPAs/Assets) | 10% | N/A (thresholds table) | 0.73% | 5.90% |
| Employee Engagement Index | 10% | N/A (score) | 67.46% | 8.73% |
| Total VCP funding | — | — | — | 111.21% of target |
Additional VCP terms for CFO:
- Target opportunity: 70% of eligible earnings; threshold 35%, maximum 140% of eligible earnings .
- 2024 payout: Mr. Kraemer’s VCP target for 2024 was $116,981 and VCP paid was $130,095 (111.21% of target); separately, he received a $298,064 “Bonus” tied to his guaranteed minimum arrangement for 2024 hires .
Long-Term Incentive (LTI) Program and Kraemer Grants
| LTI element | 2024 Program Design | Mr. Kraemer’s 2024 awards |
|---|---|---|
| Performance Shares (TSR-based) | 65% of LTI; vest on relative TSR vs. 2024 peer group over May 1, 2024 – Mar 31, 2027; payout 50% at 25th pct, 100% at 50th pct, 150% at ≥75th pct . | Not eligible in 2024 (hire after May 1, 2024 grant date) . |
| Time-based RSUs | 35% of LTI; 3-year cliff vest . | New-hire RSU grant on Sep 3, 2024: 39,042 RSUs; grant date fair value $749,997; vests one-third on Sept 3 of 2025, 2026, and 2027 . |
2024 Compensation Paid (SCT excerpts)
| Item | 2024 Amount |
|---|---|
| Salary | $167,115 |
| Bonus (sign-on/minimum construct) | $298,064 |
| Stock awards (new-hire RSUs) | $749,997 |
| Non-equity incentive (VCP) | $130,095 |
| All other compensation | $14,230 |
| Total | $1,359,501 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 0 shares beneficially owned as of March 3, 2025; percent of class indicated as “less than 1%” for table entries with “*” . |
| Unvested RSUs at 12/31/2024 | 39,405 RSUs (includes accrued dividend equivalents); market value $759,738 at $19.28/share (12/31/2024) . |
| Options | No options granted in 2024; company had no options outstanding as of 12/31/2024 . |
| Vesting schedule (new-hire RSUs) | 1/3 vests on each of Sep 3, 2025; Sep 3, 2026; Sep 3, 2027 . |
| Ownership guidelines | CFO minimum stock ownership 3.0x base salary; five-year compliance window; Mr. Kraemer has until Dec 31, 2029 to comply (unvested awards not counted) . |
| Hedging/pledging | Prohibited for NEOs, including no margin accounts or pledges; preclearance and trading window procedures apply . |
Employment Terms
| Term | Summary |
|---|---|
| Employment & CIC agreements | Employment Agreement and Key Employee CIC Agreement effective September 3, 2024; agreements generally run until Dec 31 of the year the executive turns 65 . |
| Restrictive covenants | Confidentiality; one-year non-compete and non-solicit post-termination under Employment Agreement; non-solicit for one year tied to CIC context; non-compete/solicit carve-out if Good Reason or Without Cause (but separate CIC non-solicit applies) . |
| Clawbacks | Company maintains both a broad compensatory recovery policy and a separate mandatory clawback for restatements, covering performance-based pay, regardless of misconduct . |
| Severance (no CIC) | If terminated Without Cause or resigns for Good Reason (not in connection with CIC): 1x base salary (paid over one year), prior-year earned bonus if any, and pro-rated target bonus for year of termination; benefits continuation for one year; unvested performance shares forfeited . |
| Change-in-control (double-trigger) | If terminated Without Cause or resigns for Good Reason in the window starting 90 days pre-CIC to 24 months post-CIC: lump sum 2x (base salary + highest cash bonus of prior 3 yrs), plus two years of welfare benefits, retirement plan contribution credits, up to $10,000 outplacement; equity per plan/award terms (time-based accelerate if plan silent; performance shares per award terms); no excise tax gross-up . |
| Death/Disability | Death benefit equal to 2x base salary plus tax reimbursement; unvested RSUs vest; performance shares vest per committee determination or actual performance; Disability provides salary continuation and benefit coverage per policy . |
Kraemer – Potential Payments (as of 12/31/2024)
| Scenario | Cash ($) | Equity ($) | Benefits/Perqs ($) | Tax reimbursement ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | 935,000 | 759,738 | 19,808 | — | 1,714,546 |
| CIC termination (double-trigger) | 1,243,957 | 759,738 | 49,615 | — | 2,053,310 |
| Death | 1,100,000 | 759,738 | 39,615 | 704,160 | 2,603,513 |
| Disability | 2,982,603 | 759,738 | 357,542 | — | 4,099,883 |
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Corporate execution | Company completed the largest acquisition in its history in 2024, a strategic milestone referenced in compensation highlights . |
| Financial outcomes | 2024 adjusted EPS (compensation basis) was $1.68; Scorecard funded at 111.21% based on balanced financial, risk, and engagement metrics . |
| 2025 momentum | Q3 2025 record operating net income of $101.3 million ($0.55/share) and nine-month 2025 net income up $72.5 million vs. nine months 2024 . |
| Shareholder alignment | Say-on-pay approvals 2020–2024 remained high (95.87% in 2024) . |
Compensation Structure Notes (pay-for-performance levers)
- Annual cash incentive (VCP) is formulaic with multi-metric weightings and capped payouts, and was paid at 111.21% in 2024; Mr. Kraemer’s CFO target is 70% of eligible earnings (35% threshold; 140% max) .
- LTI orientation emphasizes performance shares tied to relative TSR (65%) with capped payout and time-based RSUs (35%); Mr. Kraemer will participate in regular LTI cycles after missing the May 1, 2024 grant due to hire date .
- No options outstanding (limits repricing risk); robust clawbacks; anti-hedging/anti-pledging policy; no excise tax gross-ups (but death benefits include tax reimbursement) .
Equity Ownership & Alignment Signals
- Current skin-in-the-game is scheduled via new-hire RSUs vesting over 2025–2027; beneficial ownership was 0 shares as of March 3, 2025 (unvested RSUs excluded) .
- Stock ownership guideline (3x salary) with compliance window through 12/31/2029 supports long-term alignment; hedging/pledging prohibitions reduce misalignment risk .
Governance, Policies, and Process
- Compensation overseen by fully independent HR Committee with independent consultant (FW Cook); peer group calibrated annually and used for LTI TSR benchmarking; say-on-pay supported by shareholders at ~96% in 2024 .
- Related-person transactions review disclosed no 2024 family relationships among directors and executive officers and no Kraemer-specific related-party transactions .
Investment Implications
- Near-term vesting events: One-third of Mr. Kraemer’s 39,042 new-hire RSUs vest on Sep 3, 2025/2026/2027, creating scheduled liquidity windows; company policy bars hedging/pledging, moderating forced-selling risk but vest-driven supply may still be observed around those dates .
- Alignment and retention: CFO ownership requirement (3x salary) and multi-year vesting structure create retention hooks through 2027; double-trigger CIC protection (2x cash) is standard for peers and unlikely to encourage premature exit absent a transaction .
- Pay-for-performance: Balanced scorecard and TSR-based LTI link rewards to operational results and relative returns; 2024 outturn at 111% and 2025 operating momentum suggest incentive realizability if performance sustains .
- Red flags: None acute; no option repricing, no pledging, and no excise tax gross-ups; note death-benefit tax reimbursement is shareholder-unfriendly but limited to mortality events, not severance .
Appendix: Key Reference Data
2024 VCP Award Payouts (select NEOs for context)
| NEO | 2024 VCP Target ($) | 2024 VCP Paid ($) |
|---|---|---|
| Richard S. Kraemer | 116,981 | 130,095 |
Ownership Snapshot (as of March 3, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Richard S. Kraemer | — | * (less than 1%) |
Capital Context (shares outstanding for % calculations)
| Date | Common shares outstanding |
|---|---|
| March 3, 2025 (record date) | 182,199,918 |