Ronald Spair
FULTON FINANCIALAbout Ronald H. Spair
Ronald H. Spair (age 69) has served as an independent director of Fulton Financial Corporation since 2015. He is a certified public accountant and formerly served as Chief Financial Officer, Chief Operating Officer, and director of OraSure Technologies, Inc. (Nasdaq: OSUR) from 2001–2018 (director 2006–2018). At Fulton, he chairs the Human Resources (Compensation) Committee and serves on the Audit and Executive Committees; he is also a member of the Fulton Bank Board (2019–present). His qualifications include substantial public company experience in M&A, licensing transactions, and corporate finance, and he meets Nasdaq/SEC independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OraSure Technologies, Inc. (Nasdaq: OSUR) | CFO, COO; Director | Executive: 2001–2018; Director: 2006–2018 | Led finance and operations for a diagnostic and medical device company; extensive public company, M&A, licensing, and corporate finance experience |
| Fulton Financial Corporation | Director | 2015–present | HR Committee Chair; Audit Committee member; Executive Committee member; independence affirmed by Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulton Bank Board | Director | 2019–present | Subsidiary board service, contributing banking market familiarity |
| OraSure Technologies, Inc. | Director | 2006–2018 | Board member through growth phase; overlapped with executive leadership roles |
Board Governance
- Independence: The Board determined Mr. Spair meets Nasdaq/SEC independence standards (one of nine independent nominees).
- Committee assignments: HR Committee Chair; Audit Committee member; Executive Committee member.
- Audit Committee financial expertise: Each Audit Committee member, including Spair, qualifies as an “audit committee financial expert.”
- Board attendance: In 2024, the Board met 13 times; each director attended at least 75% of Board and committee meetings. Independent directors met twice in executive session; James R. Moxley III serves as Lead Director.
| Committee | Role (Spair) | Meetings in 2024 | Notes |
|---|---|---|---|
| Human Resources (Compensation) | Chair | 11 | Oversees CEO/NEO pay, peer group, agreements, benefit plans; issued HR Committee Report (Spair, Chair) |
| Audit | Member | 14 | Financial reporting, internal control, internal audit, auditor oversight; all members independent and financial experts |
| Executive | Member | 0 | Authorized to act between Board meetings subject to bylaws; no meetings held in 2024 |
Fixed Compensation
| 2024 Director Compensation (Non-Employee) | Amount (USD) | Source/Details |
|---|---|---|
| Fees Earned or Paid in Cash | $87,500 | Consists of $70,000 annual director retainer plus $17,500 HR Committee chair retainer; no meeting fees |
| Stock Awards (RSUs) | $80,007 | 4,751 RSUs at $16.84 (closing price 5/31/2024); granted 6/1/2024; vests 6/1/2025; dividend equivalents accrue |
| All Other Compensation | $48 | Annual cost of $50,000 term life insurance benefit |
| Total | $167,555 | Sum of cash, equity grant-date fair value, and other compensation |
| 2024 Director Compensation Structure | Amount (USD) | Applicability |
|---|---|---|
| Annual director retainer | $70,000 cash | Standard non-employee director retainer |
| Committee chair retainer | $17,500 cash | Paid to committee chairs; Executive Committee chair does not receive chair retainer |
| Lead Director retainer | $30,000 cash | Applies to Lead Director (not Spair) |
| Annual equity award | $80,007 | RSUs determined using 5/31/2024 closing price; vests one year after grant |
Performance Compensation
- Director equity is time-based RSUs; no performance metrics or options for directors are disclosed. RSU grant for 2024: 4,751 RSUs at $16.84; vests 6/1/2025; dividend equivalents accrue. Outstanding stock awards for Spair as of 12/31/2024: 32,696 units (includes accumulated dividend equivalents and any deferrals under the Director Equity Plan).
| Equity Award Detail (Director) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (2024) | 6/1/2024 | 4,751 | $80,007 | 6/1/2025 (full) | Closing price used: $16.84 on 5/31/2024; dividend equivalents accrue |
| Outstanding Stock Awards | As of 12/31/2024 | 32,696 | — | Various (includes deferred RSUs per plan elections) | Directors may defer delivery; table shows accumulated dividend equivalents; individual deferral elections not specified for Spair |
| Performance Metrics (Applicability to Director Pay) | Target | Actual | Weight | Applies to Director Equity? |
|---|---|---|---|---|
| Relative TSR (NEO LTI program) | Not disclosed | Not disclosed | Not disclosed | No (director RSUs are time-based) |
| VCP Scorecard (NEO annual incentives) | Not disclosed | Not disclosed | Not disclosed | No (director compensation not performance-based) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Spair; Fulton Bank Board membership noted (subsidiary).
- Prior public company boards: OraSure Technologies, Inc. (2006–2018).
- Interlocks: HR Committee in 2024 (including Spair) had no compensation committee interlocks or insider participation across other entities; all members independent.
- Related-party transactions: Routine director/officer banking relationships at Fulton Bank on market terms; Audit Committee annually reviews related person transactions. No Spair-specific related-party transactions disclosed; 2024 related person transaction disclosed relates to Barley Snyder (legal fees) and another director.
Expertise & Qualifications
- CPA; extensive public company finance, M&A, licensing, and corporate finance experience; operational leadership as CFO/COO.
- Audit Committee financial expert; independent under Nasdaq/SEC standards.
Equity Ownership
| Ownership (as of Record Date 3/3/2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 19,072 | * (less than 1%) | Includes 10,000 shares held jointly with spouse |
| Director stock ownership guideline | $350,000 minimum within 5 years | — | All directors satisfied or within 5-year compliance period as of 12/31/2024 (individual compliance not specified) |
| Outstanding stock awards (RSUs and equivalents) | 32,696 | — | As of 12/31/2024; includes accumulated dividend equivalents and any deferrals |
| Hedging/pledging policy | Prohibit hedging/pledging (officers and directors) | — | Anti-hedging and anti-pledging policies under governance best practices; NEOs specifically prohibited from pledging/hedging and margin accounts |
| Section 16(a) reporting | Timely filings in 2024 | — | Based on review of Forms 3/4/5 and written representations |
Governance Assessment
- Board effectiveness: Spair’s mix of CFO/COO experience and CPA credential strengthens Audit oversight; Audit Committee affirms financial expert qualification. As HR Committee Chair, he directly influences CEO/NEO pay design, including peer group and clawback policies, aligning pay-for-performance and shareholder interests.
- Investor confidence signals: High say-on-pay approval rates (95.87% in 2024; above 95% across last five years) suggest shareholder support for compensation governance overseen by HR Committee. Strong governance practices include independent committees, stock ownership guidelines, and anti-hedging/pledging and clawback policies.
- Independence and attendance: Independence confirmed; Board states all directors met at least 75% attendance in 2024; independent directors held executive sessions twice, with a designated Lead Director, supporting board oversight quality.
- Conflicts/related-party exposure: No Spair-specific related-party transactions disclosed; routine banking relationships conducted on market terms and reviewed annually by Audit Committee. This mitigates conflict risk.
RED FLAGS: None disclosed specific to Spair (no pledging reported; no related-party transactions; HR Committee interlocks explicitly negated; attendance threshold met). Monitor future proxies for individual attendance rates, any changes to director equity deferral practices, or emerging related-party ties.