UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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	Fulton Financial Corporation
	(Name of Registrant as Specified In Its Charter)


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P.O. Box 4887
One Penn Square
Lancaster, Pennsylvania 17604

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
TUESDAY, MAY 16, 2023 AT 10:00 A.M. EASTERN TIME

TO THE SHAREHOLDERS OF FULTON FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2023 Annual Meeting (the “Annual Meeting”) of the shareholders of FULTON FINANCIAL CORPORATION (“Fulton”) will be held on Tuesday, May 16, 2023, at 10:00 a.m. eastern time, at the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, for the purpose of considering and voting upon the following matters:

•

ELECTION OF DIRECTORS. The election of 11 director nominees to serve for a one-year term;

•

ADVISORY VOTE ON EXECUTIVE COMPENSATION. A non-binding advisory proposal to approve the compensation of Fulton’s named executive officers (“NEOs”);

•

ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTING ON EXECUTIVE COMPENSATION. A non-binding advisory proposal to approve whether the frequency of future advisory votes on the compensation of Fulton’s NEOs should be held every one, two or three years;

•

APPROVAL OF THE AMENDED AND RESTATED 2023 DIRECTOR EQUITY PLAN. A proposal to approve Fulton’s Amended and Restated 2023 Director Equity Plan; and

•

RATIFICATION OF INDEPENDENT AUDITOR. The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2023.

OTHER BUSINESS. Such other business as may properly be brought before the Annual Meeting and any adjournments thereof.

Only those shareholders of record at the close of business on March 1, 2023 shall be entitled to be given notice of, to attend and to vote at, the Annual Meeting. Please take a moment to cast your vote over the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card or, alternatively, if you received paper copies of the proxy statement (the “Proxy Statement”) and proxy card, then complete, sign and date the proxy card and return it in the postage-paid envelope. If you attend the Annual Meeting, you may vote during the meeting in person or online by using the control number that appears on your proxy card even if you previously voted by proxy.

Your vote is important. Voting using the Internet or by telephone prior to the Annual Meeting is fast and convenient, and your vote is immediately tabulated and confirmed. Your proxy is revocable and may be withdrawn at any time before it is voted at the Annual Meeting. You are cordially invited to attend the Annual Meeting on May 16, 2023 at 10:00 a.m. eastern time. If you plan on attending the Annual Meeting in person, then please see the instructions contained in this Proxy Statement.

A copy of Fulton’s 2022 Annual Report on Form 10-K (the “Annual Report”) accompanies this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2023. Our Proxy Statement and Annual Report are available online at www.proxyvote.com. We will mail to certain shareholders a notice of internet availability of proxy materials which contains instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about April 3, 2023.

	Sincerely,

	Natasha R. Luddington
April 3, 2023	Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

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TABLE OF CONTENTS

PAGE

2023 ANNUAL MEETING SUMMARY	1

OVERVIEW OF VOTING MATTERS	2

PROPOSAL 1 – ELECTION OF DIRECTORS	6
Director Nominees	6
Voting for Director Nominees	6
Director Qualifications	6
Selecting and Nominating Director Candidates	8
Nasdaq Board Diversity Matrix	9
Director Nominees	10
Directors Who are Not Standing for Re-election at the Annual Meeting	14
Executive Officers Who are Not Serving as Directors	15

CORPORATE GOVERNANCE AND BOARD MATTERS	18
Information about Director Nominees, Directors and Independence Standards	18
Shareholder Engagement	19
Risk Oversight	19
Board’s Role in Consumer Financial Protection	20
Meetings and Committees of the Board	20
Committee Governance	22
HR Committee Interlocks and Insider Participation	23
Corporate Governance Guidelines	23
Code of Conduct	23
ESG Overview	23
Related Person Transactions	26
Director Compensation	26
2022 Director Compensation	27
2022 Director Compensation Table	27
Stock Ownership Guidelines	27
Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners	28
Owners Of More Than Five Percent	29

PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION	30
Proposal	30
Vote Required	30
Information Concerning Executive Compensation	31
Compensation Discussion and Analysis	31
Executive Summary	31
Executive Compensation Philosophy	32
Summary of Executive Compensation Practices	32
Corporate Governance and Compensation Practices	32
Pay for Performance	33
Executive Compensation Decision-Making Process	33
HR Committee	33
Management	34
Compensation Consultant	34
2022 Peer Group	34
Shareholder Say-on-Pay Proposal Historical Results	34
Compensation Plan Risk Review	35
Elements of Our Executive Compensation Program	35
Base Salary	36
Annual Cash Incentives – VCP Awards	36
2022 VCP Award Matrix	37
Final 2022 NEO Scorecard	37
Equity Awards – LTI Awards	38
2022 Equity Award Structure	38
Other Compensation Elements	40
Executive Compensation Policies	41
Stock Hedging and Pledging Policy and Stock Trading Procedures	41
Stock Ownership Guidelines	41
Clawback Policy	41

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Tax Deductibility of Compensation Expense	42
CEO Pay Ratio Disclosure	42
HR Committee Report	42
Summary Compensation Table	43
Grants of Plan-Based Awards	45
2022 Outstanding Equity Awards at December 31, 2022	46
2022 Option Exercise and Stock Vested	47
2022 Non-Qualified Deferred Compensation	47
Employment Agreements, Severance and Change in Control Payments	48
Potential Payments on Termination and Change in Control	48
2022 NEO Change in Control and Termination Table	51
2022 Pay Versus Performance Disclosure	53
Pay Versus Performance Disclosure	53
Pay Versus Performance Table	53
Performance Measures Used to Link Company Performance and CAP	54
Pay Versus Performance Charts	55

PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTING ON EXECUTIVE COMPENSATION	56
Proposal	56
Vote Required	56

PROPOSAL 4 – APPROVAL OF THE AMENDED AND RESTATED 2023 DIRECTOR EQUITY PLAN	57
Proposal	57
Vote Required	57
Background	57
Burn Rate	57
Overhang	58
Key Terms of the 2023 Director Equity Plan	58
Participants	58
Administration	58
Shares Available for Grant	58
Types of Awards Available Under the 2023 Director Equity Plan	58
Vesting – Timed-Based Awards	59
Acceleration of Vesting in Certain Events	59
Adjustments	59
Maximum Annual Awards	59
Amendments to the 2023 Director Equity Plan	59
Federal Income Tax Consequences	60
Time-Based Restricted Stock Awards	60
Transferability	60
Term of the 2023 Director Equity Plan	60

PROPOSAL 5 – RATIFICATION OF INDEPENDENT AUDITOR	61
Proposal	61
Vote Required	61
Relationship With Independent Public Accountants	62
Independent Auditor	62
Fees	62
Audit Committee Pre-Approval Policies and Procedures	62
Audit Committee Report	63

MEETING AND OTHER INFORMATION	64
Date, Time and Place of the Annual Meeting	64
Notice of Internet Availability of Proxy Materials	64
Information Contained in Proxy Statement	64
Access Fulton’s Proxy Materials Electronically	64
Shareholders Eligible to Vote and Attend the Annual Meeting	64
Shares Eligible to be Voted	64
401(k) Plan	64
Vote Required	65
Quorum Requirement	65
Broker Non-Votes	65
How to Vote	66

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Revoking or Changing Your Vote	66
The Cost of the Proxy Solicitation	66
How to Obtain Fulton’s Corporate Governance Information	66
Sign Up for Electronic Delivery	66

COMPANY DOCUMENTS AND OTHER MATTERS	67
Shareholder Proposals	67
Procedure for Shareholder Nominations	67
Annual Report	67
Householding of Proxy Materials	67
Other Matters	67

NON-GAAP RECONCILIATIONS	Annex A

EXHIBITS
Amended and Restated 2023 Director Equity Plan	Exhibit A

iii

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2023 ANNUAL MEETING SUMMARY

This summary highlights information contained elsewhere in the proxy statement (the “Proxy Statement”) of Fulton Financial Corporation (“Fulton” or the “Company”). This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement for more detailed information on each topic prior to casting your vote.

When and Where	The 2023 Annual Meeting (the “Annual Meeting”) will be held at the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, on Tuesday, May 16, 2023, at 10:00 a.m. eastern time. To vote prior to the Annual Meeting, please go to www.proxyvote.com. To vote at, or attend, the Annual Meeting, you will need the control number included on your proxy card. Please refer to the “Date, Time and Place of the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting in person.
Matters to be Voted on and Vote Recommendations		Proposal				Board Recommendation		Page
	Proposal 1:	Election of Directors. The election of 11 director nominees to serve for a one-year term.				“FOR” each director nominee		6
	Proposal 2:	Advisory Vote on Executive Compensation. A non-binding advisory proposal to approve the compensation of Fulton’s named executive officers (“NEOs”).				“FOR” approval		30
	Proposal 3:	Advisory Vote on the Frequency of Shareholder Voting on Executive Compensation. A non-binding advisory proposal to approve whether the frequency of future advisory votes on the compensation of Fulton’s NEOs should be held every one, two or three years.				“FOR” an ANNUAL advisory vote on executive compensation		56
	Proposal 4:	Approval of the Amended and Restated 2023 Director Equity Plan. A proposal to approve the Amended and Restated 2023 Director Equity Plan (the “2023 Director Equity Plan”).				“FOR” approval		57
	Proposal 5:	Ratification of Independent Auditor. The ratification of the appointment of KPMG LLP (“KPMG”) as Fulton’s independent auditor for the fiscal year ending December 31, 2023.				“FOR” ratification		61
How to Vote Your Shares	You can vote your shares by visiting www.proxyvote.com.		Scan the following QR code with a mobile device.	You can vote your shares by calling 1-800-690-6903.	If you received a paper copy of the Proxy Statement, you can vote your shares by signing and returning your proxy card.		You can vote at the Annual Meeting. See “How to Vote” on page 66.
Electronic Delivery		If you would like to save paper and reduce the costs incurred by Fulton in printing and mailing proxy materials, you can consent by e-mail or the Internet to receiving all future proxy statements, proxy cards and annual reports on Form 10-K electronically. To sign up for electronic delivery, go to www.proxyvote.com and follow the instructions.

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OVERVIEW OF VOTING MATTERS

PROPOSAL 1 – ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee (the “NCG Committee”) recommended, and the Fulton Board of Directors (the “Board”) approved, 11 director nominees for election to serve as directors of Fulton until the completion of the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) or until their successors are duly elected and qualified.

The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees.

The following table provides summary information regarding each director nominee as of the date of this Proxy Statement. Additional details about each of the director nominees can be found beginning on page 10.

Director Nominee	Age	Fulton Director Since	Independent Director	Gender¹	Demographic Background²	Committee Memberships
Jennifer Craighead Carey	54	2019		F	AA	Risk Committee**
Lisa Crutchfield	60	2014	🗸	F	AA	NCG Committee, Human Resources Committee* (the “HR Committee”) and Executive Committee
Denise L. Devine	67	2012	🗸	F	C	Audit Committee, Executive Committee* and HR Committee
Steven S. Etter	69	2019	🗸	M	C	Audit Committee and HR Committee
George K. Martin	69	2021	🗸	M	AA	Risk Committee and NCG Committee
James R. Moxley III, Lead Director	62	2015	🗸	M	C	Executive Committee*, HR Committee and NCG Committee
Curtis J. Myers, Chairman of the Board, President and Chief Executive Officer effective January 1, 2023	54	2019		M	C	Executive Committee and Risk Committee†
Antoinette M. Pergolin	59	2022	🗸	F	C	Audit Committee and Risk Committee
Scott A. Snyder	57	2016	🗸	M	C	Risk Committee, NCG Committee* and Executive Committee
Ronald H. Spair	67	2015	🗸	M	C	Audit Committee** and HR Committee
E. Philip Wenger, Former Chairman of the Board and Chief Executive Officer	65	2009		M	C	Risk Committee

Indicates committee chairperson

^**

Indicates committee vice chairperson

^†

Indicates ex-officio committee member

Gender – Male (M) or Female (F)

Demographic Background – African American (AA) or Caucasian (C)

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Our Current Governance Best Practices

We are committed to maintaining strong corporate governance practices. The Board regularly reviews our governance policies and procedures to ensure compliance with laws, rules, and regulations and stays abreast of corporate governance best practices. We are also committed to operating with corporate social responsibility as a central tenet and continue to focus attention on environmental, social and governance (“ESG”) principles. Additional details about our corporate governance practices and our efforts to be a strong corporate citizen are set forth on page 18, and certain items are highlighted below.

Best Practices Include:

Board Independence

Board Practices

Shareholders Rights

Shareholder Alignment

ü Board-designated independent lead director (the “Lead Director”)

ü Regular executive sessions chaired by the Lead Director

ü Board and committee ability to hire outside advisors independent of management

ü A majority of independent directors

ü The HR, Audit and NCG Committees are composed entirely of independent directors

ü All committees are chaired by an independent chairperson

ü Annual Board and committee self-evaluations

ü Risk oversight and strategic planning by full Board and committees

ü Independent directors evaluate the chief executive officer’s (the “CEO”) performance and approve CEO compensation

ü Board has direct access to all of our senior executive officers

ü Outside public board service limited to three additional public company boards

ü Annual election of all directors

ü Majority vote for uncontested elections

ü Annual say-on-pay advisory vote

ü Officer and director stock ownership guidelines

ü Anti-hedging and anti-pledging policies

ü Clawback policy

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PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to approve on a non-binding advisory basis, the compensation of Fulton’s NEOs, as discussed in this Proxy Statement, including the compensation, discussion and analysis (“CD&A”), compensation tables and narrative discussion. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse Fulton’s executive compensation program.

As an advisory vote, this proposal is not binding upon the Board, the HR Committee or Fulton. The HR Committee, however, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our executive officers. The Board believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by our stockholders. The CD&A beginning on page 31 gives a more detailed description of Fulton’s compensation policies, and certain items are highlighted below.

The Board unanimously recommends that shareholders vote “FOR” the approval of the compensation paid to Fulton’s NEOs as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative discussion.

Our Compensation Philosophy
Alignment with Shareholder Interests	•	Executive officers’ interests are closely aligned with the interests of our shareholders.
	•	Stock ownership requirements.
	•	Executive compensation only earned if pre-determined financial results, risk management and business objectives are achieved.
Pay for Performance	•	Executive pay is linked to the achievement of our short- and long-term business goals as well as total shareholder return (“TSR”).
	•	Compensation is tied to financial metrics that further our business goals and our relative TSR performance.
	•	Majority of compensation paid to our executives is variable and performance-based.
Attract and Retain Key Executives	•	Annual peer group evaluation and benchmarking.
Attract and Retain Key Executives	•	Executives must remain with Fulton to earn certain incentive compensation.

PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTING ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing our shareholders with an opportunity to indicate how frequently Fulton should seek a non-binding advisory say-on-pay vote of shareholders. By voting on this proposal, shareholders may indicate whether they would prefer to be presented with a non-binding advisory say-on-pay vote every one, two, or three years, or abstain from voting on this matter.

An annual non-binding advisory say-on-pay vote will provide shareholders with the ability to evaluate Fulton’s compensation program each year. In formulating its recommendation, the Board determined that an annual, non-binding advisory vote on executive compensation allows shareholders to provide Fulton with regular and timely input on its compensation principles, policies and practices.

As an advisory vote, this proposal is not binding on the Board, the HR Committee or Fulton. However, Fulton’s HR Committee and the Board will take into account the outcome of the vote when considering the frequency option that receives the highest number of shareholder votes.

The Board unanimously recommends that shareholders vote “FOR” the approval of an ANNUAL shareholder vote on the compensation of Fulton’s NEOs.

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PROPOSAL 4 – APPROVAL OF THE AMENDED AND RESTATED 2023 DIRECTOR EQUITY PLAN

We are asking our shareholders to approve the 2023 Director Equity Plan. The 2023 Director Equity Plan is an important compensation tool designed to: (i) align the interests of our directors with those of Fulton’s shareholders by encouraging and creating ownership of shares of common stock of Fulton; (ii) enable Fulton to be competitive among its peers and attract and retain qualified directors who contribute to Fulton’s success by their efforts, service, ability and ingenuity; and (iii) provide long-term equity awards to our directors who are responsible for the success of Fulton and who are in a position to make significant contributions toward our objectives.

Subject to shareholder approval, the Board has reserved 453,922 shares of Fulton common stock for issuance under the 2023 Director Equity Plan.

The Board unanimously recommends that shareholders vote “FOR” the approval of the 2023 Director Equity Plan.

PROPOSAL 5 – RATIFICATION OF INDEPENDENT AUDITOR

As a matter of good corporate practice, we are seeking your ratification of KPMG as our independent auditor for the fiscal year ending December 31, 2023. If our shareholders do not ratify the selection of KPMG, the Audit Committee may reconsider its selection.

For 2022, the total fees for services provided by KPMG, our current independent auditor, were $2,713,000, all of which represented audit fees, except for $60,000 in tax fees. Additional details about audit matters can be found beginning on page 61.

The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment of KPMG as Fulton’s independent auditor for the fiscal year ending December 31, 2023.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Director Nominees

The Board nominates the following 11 director nominees for election to the Board for a one-year term:

•	Jennifer Craighead Carey	•	Lisa Crutchfield	•	Denise L. Devine
•	Steven S. Etter	•	George K. Martin	•	James R. Moxley III
•	Curtis J. Myers	•	Antoinette M. Pergolin	•	Scott A. Snyder
•	Ronald H. Spair	•	E. Philip Wenger

All the director nominees are current directors and all director nominees serve on the Fulton Bank, N.A. (“Fulton Bank”) Board of Directors (the “Bank Board”). The NCG Committee recommended, and the Board approved, the nomination of the above individuals. The Board has no reason to believe that any of its director nominees will be unable to accept nomination or to serve as a director if elected at the Annual Meeting.

The Board is currently comprised of 13 directors, all of whom were elected at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). Messrs. Hodges and Strauss will not stand for re-election at the Annual Meeting as both directors reached Fulton’s mandatory retirement age. The Board would like to thank Messrs. Hodges and Strauss for their service and valuable contributions to the Board.

Effective at the Annual Meeting, the Board reduced the board size to 11 directors.

The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees.

Voting for Director Nominees

Vote Required

The 11 candidates receiving the highest number of votes cast at the Annual Meeting will be elected to the Board. Abstentions and broker non-votes will be counted as present at the Annual Meeting if such shares were voted on at least one non-procedural matter, but abstentions and broker non-votes will not be counted as votes cast in the election of directors.

Majority Vote Standard

Fulton’s NCG Committee recommended, and the Board adopted, a majority vote standard for uncontested director elections. In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation following certification of the shareholder vote. The NCG Committee will consider the tendered resignation and recommend to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the shareholder vote. There is no cumulative voting for our directors.

Director Qualifications

Diverse Mix of Skills, Qualifications and Attributes

The NCG Committee and the Board believe that the 2023 director nominees provide Fulton with the right mix of skills and experience necessary for an effective Board. The NCG Committee reviews the composition of the Board on an annual basis to ensure that the Board reflects the appropriate balance of experience, skills, expertise and diversity. While the Board has not adopted a formal written policy regarding director diversity, the Board appreciates and embraces the value of Board diversity. The Board believes different points of view brought through diverse representation leads to better business performance, decision making and understanding of the needs of our diverse clients, employees, shareholders, business partners and other stakeholders.

In considering a director nominee, Fulton considers, among other things, the following factors: (i) whether the candidate is recommended by executive management, (ii) the individual’s professional and personal qualifications, including business experience, education and community and charitable activities, (iii) the individual’s familiarity with one or more of the communities in which Fulton is located or is seeking to locate and (iv) the diversity in race, national origin and gender that the individual may provide to the Board and its committees.

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Based on our business, the primary areas of experience, qualification and skills typically sought by the NCG Committee in director candidates, include but are not limited to, the following:

•

Banking/Financial Services: Experience with the banking or financial services industry to help support and grow our core business. As a bank holding company, banking and financial services experience is important to help support and grow our core business.

•

Leadership: Experience holding significant leadership positions, particularly as a chief executive officer or head of a significant business line. It is important to have proven leaders on the Board who can oversee Fulton’s management and help us drive business strategy, growth and performance.

•

Public Company Governance: Experience in public company governance, including corporate governance best practices and policies and managing relations with key stakeholders. It is important to have individuals on the Board who can consider and adopt applicable corporate governance practices, interact with stakeholders and understand the impacts of various policies on Fulton’s operations.

•

Finance/Accounting: Experience in financial management and capital allocation. It is important to have individuals on the Board who can oversee our financial position and to assess our strategic objectives from a financial perspective.

•

Audit Committee Financial Expert Qualifications: Experience in accounting, financial reporting or audit processes. As a bank holding company with multiple business lines, it is important to have directors who understand auditing and can oversee our financial position and reporting.

•

Risk Management: Knowledge of or experience with key risk oversight or risk management functions, including data privacy and cybersecurity. Risk and risk management plays a significant role in our industry. As such, we need directors with experience in overseeing and understanding the dynamic risks we face.

•

Executive Compensation/Human Capital Resource Management: Knowledge of or experience with executive compensation and human capital resource management strategies and oversight. It is important to have individuals on the Board who can oversee our efforts to attract, motivate and retain key talent and provide valuable insight in determining the compensation of the CEO and other executive officers.

•

Legal/Government and Regulatory Compliance: Knowledge of or experience in regulated industries or governmental organizations. Having directors with these skills is important to the Board’s oversight of our highly regulated business that is affected by regulatory and governmental actions and is becoming more political in nature.

•

Complementary Expertise: Skills, expertise and background in areas that add to and complement the range of skills, expertise and background of the existing directors, including in the areas of mergers and acquisitions, cybersecurity, technology, marketing and oversight of ESG programs.

Additionally, the NCG Committee may consider other areas relevant to our strategic growth and business needs and other important attributes, such as: (i) strong strategic, critical and innovative thinking, (ii) sound business judgment, (iii) high ethical standards, (iv) collegial spirit, (v) ability to debate and challenge constructively and (vi) availability and commitment to serve.

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Refreshment and Retention

The Board is committed to board refreshment. Pursuant to Fulton’s Bylaws (the “Bylaws”), no person may be nominated for election if he or she will be 72 years old on or before the date of the annual meeting of shareholders at which he or she would stand for election. Messrs. Hodges and Strauss will not stand for re-election at the Annual Meeting as both directors reached Fulton’s mandatory retirement age.

The NCG Committee believes there is a balance between seasoned directors with knowledge of Fulton and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The average tenure of our director nominees as of the date of this Proxy Statement is 6.5 years ensuring fresh perspectives. Our director nomination process reflects our continued growth and our focus on having a board composed of directors who contribute to the evolving needs of Fulton while maintaining the invaluable knowledge brought by more tenured directors.

Gender Diversity 36.4%	Racial Diversity 27.3%	Average Director Nominee Tenure 6.5 Years

Selecting and Nominating Director Candidates

Fulton’s Corporate Governance Guidelines (the “Guidelines”) provide that our Board should be sufficient in size to achieve diversity in business experience, community service and other qualifications. The NCG Committee is responsible for carrying out the Board’s commitment to maintaining a balanced and diverse composition of well-qualified directors. The NCG Committee identifies candidates for membership on the Board and recommends such candidate’s nomination to the Board based on his or her ability to diversify and complement the Board’s existing strengths. The NCG Committee also considers director nominees who are recommended by non-management directors, Fulton’s CEO, other senior officers and third parties. Information on the experience, qualifications and attributes of Fulton’s director nominees is detailed under “Director Nominees” on page 10.

Our shareholders may propose director candidates for consideration by the NCG Committee by submitting the individual’s name and qualifications to the Chairman of the Board (the “Chairman”) or Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604 in accordance with, and with such other information as may be required by, our Bylaws and Guidelines. Our NCG Committee will consider all director candidates properly submitted by our shareholders and will utilize the same criteria as director candidates not proposed by shareholders.

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Nasdaq Board Diversity Matrix

The Board Diversity Matrix below presents the Board’s statistics and includes Messrs. Hodges and Strauss who are not standing for re-election at the Annual Meeting.

Board Diversity Matrix (As of December 31, 2022)
Total Number of Directors	13
	Female	Male
Part I: Gender Identity
Directors	4	9
Part II: Demographic Background
African American or Black	2	1
White	2	8

As of December 31, 2022, the gender identity and demographic background of the 13 directors elected at the 2022 Annual Meeting is reflected below.

Gender Diversity 30.8%	Racial Diversity 23.1%

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Director Nominees

The biographies of each of our director nominees, as of the date of this Proxy Statement, are set forth below.

Director Since: 2019

Age: 54

Committees:

• Risk

JENNIFER CRAIGHEAD CAREY – Director

Partner at Barley Snyder LLP (“Barley Snyder”) since 2001, and chaired Barley Snyder’s Employment Law group from 2005 to 2019.

Other Directorships and Positions

• Member, High Holdings Corporation Board of Directors (2021-present)

• Member, Lancaster City Alliance (2019-present)

• Member, WellSpan Diversity, Equity and Inclusion Steering Committee (2020-present)

• Member, Fulton Bank Board (2012-present)

Directorship Qualification Highlights

Ms. Craighead Carey has extensive legal, risk management, and employment experience. In addition, she is familiar with the markets in which Fulton operates.

Director Since: 2014

Age: 60

Committees:

• NCG (Chair)

• HR (V-Chair)

• Executive

LISA CRUTCHFIELD – Independent Director

Managing principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm serving the energy industry. Ms. Crutchfield has served as a consultant to the energy industry since 2012.

Other Directorships and Positions

• Member, Fortis Inc. Board of Directors (2022-present)

• Member, Vistra Energy Board of Directors (NYSE: VST) (2020-present)

• Member, Unitil Corporation Board of Directors (NYSE: UTL) (2012-2022)

• Member, Buckeye Partners LP Board of Directors (2020-present)

• Member, Fulton Bank Board (2014-present)

• National Association of Corporate Directors (“NACD”) Board Leadership Fellow (2019-present)

Directorship Qualification Highlights

Ms. Crutchfield has substantial experience leading corporate teams and has extensive knowledge of the financial services industry. Ms. Crutchfield began her career as a commercial and investment banker. Ms. Crutchfield brings expertise in public board service, risk management, regulation and compliance.

Director Since: 2012

Age: 67

Committees:

• Audit (Chair)

• Executive (V-Chair)

• HR

DENISE L. DEVINE – Independent Director

Founder and Chief Executive Officer of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space since 2014.

Other Directorships and Positions

• Member, AgroFresh Solutions, Inc. Board of Directors (Nasdaq: AGFS) (2018-present)

• Member, SelectQuote Board of Directors (NYSE: SLQT) (2020-present)

• Member, Cubic Corporation Board of Directors (2019-2021)

• Member, Ben Franklin Technology Partners of Southeastern Penn Board (NYSE: CUB) (2016- present)

• Member, Ben Franklin Technology Development Authority Board (2018-present)

• Member, Fulton Bank Board (2012-present)

• NACD Board Leadership Fellow (2016-present)

Directorship Qualification Highlights

Ms. Devine is a certified public accountant. Ms. Devine has substantial management, business, public company and finance experience.

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Director Since: 2019

Age: 69

Committees:

• Audit

• HR

STEVEN S. ETTER – Independent Director

Former President and Chief Executive Officer of the Harrisburg News Company, a regional magazine, book and newspaper whole distribution company since 1998. After being acquired by the Hudson News in 2014, Mr. Etter served as President of their Middle Atlantic Division until his retirement in 2020.

Other Directorships and Positions

• Member, University of Miami’s President’s Council (2014-present)

• Member and Emeritus Director of the Whitaker Center for Science and the Arts (2001-present)

• Member, Fulton Bank Board (2012-present)

Directorship Qualification Highlights

Mr. Etter has extensive business skills, financial expertise and regional market knowledge.

Director Since: 2021

Age: 69

Committees:

• NCG

• Risk

GEORGE K. MARTIN – Independent Director

Senior partner of McGuireWoods LLP (“McGuireWoods”). From 2009 to 2021, Mr. Martin served as the managing partner of McGuireWoods’ largest office. Mr. Martin has been a partner with McGuireWoods since 1990 and practices construction and commercial real estate law. Mr. Martin previously served in various firm management capacities, including service on the recruiting committee, advisory board, pension committees and McGuireWoods Consulting Oversight Committee.

Other Directorships and Positions

• Rector, University of Virginia Board of Visitors (Chairman of the Board) (2013-2015)

• Member, Housing Development Law Institute Board (1991-present)

• Member, University of Virginia School of Architecture Foundation Board (2011-present)

• Member, Jefferson Scholars Foundation Board (2015-2022)

• Member, Governing Council at the University of Virginia’s Miller Center (Vice Chair) (2019-present)

• Adjunct professor at the University of Virginia School of Law (2020-present)

• Member, Fulton Bank Board (2016-present)

Directorship Qualification Highlights

Mr. Martin has substantial senior leadership, legal, real estate and risk management experience.

Director Since: 2015

Age: 62

Committees:

• Executive (Chair)

• HR

• NCG

JAMES R. MOXLEY III – Independent Director and Lead Director

Principal of Security Development Corporation, a Washington-Baltimore real estate land development company engaged primarily in retail and multifamily projects since 1992.

Other Directorships and Positions

• Trustee, Johns Hopkins Medicine – Howard County General Hospital (2021-present)

• Trustee, Howard Hospital Foundation (2014-2022)

• Founding Director, Real Estate Charitable Foundation of Maryland (2015-present)

• Chair, Duke University Library Advisory Board (2022-present); Member (2017-present)

• Member, Board of Visitors of Duke Law School (2017-present)

• Trustee Emeritus, Glenelg Country School (1996-present)

• Member, Fulton Bank Board (2019-present)

• Member, The Columbia Bank Board (1999-2019)

• NACD Board Leadership Fellow (2017-present)

Directorship Qualification Highlights

Mr. Moxley has extensive business, tax and legal experience related to the acquisition, financing and development of commercial and residential real estate.

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Director Since: 2019

Age: 54

Committees:

• Executive

• Risk (ex-officio)

CURTIS J. MYERS – Chairman, Ceo and President

Chairman, CEO and President of Fulton. President and Chief Operating Officer of Fulton Bank since 2009. Mr. Myers became an executive officer of Fulton in 2013 and has held a number of executive positions with Fulton Bank since 1990.

Other Directorships and Positions

• Member, Operation HOPE Global Board of Advisors (2023-present)

• Member, Operation HOPE Northeast Advisory Board (2019-2022)

• Current Chair and Director, the Salvation Army, Lancaster, PA (1995-present)

• Member, Economic Development Company of Lancaster County Board (2021-present)

• Member, ABA Stonier Graduate School of Banking Advisory Board (2020-present)

• Member, IREX Corporation and North Lime Holdings Corporation Board (2021-present)

• Member, Fulton Bank Board (2009-present)

Directorship Qualification Highlights

Mr. Myers has substantial banking experience, knowledge, executive leadership and financial expertise.

Director Since: 2022

Age: 59

Committees:

• Audit

• Risk

ANTOINETTE M. PERGOLIN – Independent Director

President and Chief Executive Officer of Bancroft, a New Jersey non-profit for over 15 years that is a leading regional non-profit provider of programs and services for individuals with autism, intellectual and developmental disabilities and those in need of neurological rehabilitation.

Other Directorships and Positions

• Member and Chairwoman, Peirce College Board of Trustees (2016-present)

• Member, Inspira Health Network, Inc. Board of Trustees (2021-present)

• Member, Fulton Bank Board (2012-present)

Directorship Qualification Highlights

Ms. Pergolin has extensive experience in senior leadership, governance, investment, human resources, accounting and financial expertise.

Director Since: 2016

Age: 57

Committees:

• Risk (Chair)

• NCG (V-Chair)

• Executive

SCOTT A. SNYDER – Independent Director

Chief Digital Officer at EVERSANA since 2021, a leading provider of global commercial services to the life sciences industry. Prior to that, Mr. Snyder was the Global Head of Digital and Innovation at Heidrick Consulting between 2018 and 2020 and Senior Vice President, Managing Director, and Chief Technology and Innovation Officer for Safeguard Scientifics, Inc. (NYSE: SFE) from 2016 to 2018.

Other Directorships and Positions

• Senior Fellow, Management Department at Wharton School (2003-present)

• Adjunct faculty member, School of Engineering and Applied Science, University of Pennsylvania (1997-present)

• Member and Chair, Mobiquity Advisory Board (2011-2021)

• Member, Modus Create Advisory Board (2022-present)

• Member, Fulton Bank Board (2019-present)

Directorship Qualification Highlights

Dr. Snyder has substantial experience in technology, the development of digital solutions, mobile business strategy and mobile security.

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Director Since: 2015

Age: 67

Committees:

• Audit (V-Chair)

• HR

RONALD H. SPAIR – Independent Director

Retired Chief Financial Officer, Chief Operating Officer and a member of the Board of Directors of OraSure Technologies, Inc. (Nasdaq: OSUR), a diagnostic and medical device company headquartered in Bethlehem, Pennsylvania. Mr. Spair served on the Board of Directors of OraSure Technologies from 2016 to 2018 and as executive officer of OraSure Technologies, Inc. from 2001 to 2006.

Other Directorships and Positions

• Member, Life Sciences Pennsylvania, formerly known as Pennsylvania Biotechnology Association (2013-2018)

• Member, Fulton Bank Board (2019-present)

Directorship Qualification Highlights

Mr. Spair is a certified public accountant. Mr. Spair has substantial public company, mergers and acquisitions, development and licensing transactions and corporate financing experience.

Director Since: 2009

Age: 65

Committees:

• Risk

E. PHILIP WENGER – Director

Chairman and CEO of Fulton since 2013 and retired effective December 31, 2022. Mr. Wenger served as President from 2008 to 2017 and Chief Operating Officer of Fulton from 2008 to 2012 in addition to other positions since 1979.

Other Directorships and Positions

• Member, Burnham Holdings, Inc. Board of Directors, (2019-present)

• Member, Operation HOPE Global Board of Advisors (2017-2022)

• Member, the Pennsylvania Chamber of Commerce Board of Directors (2013-present)

• Member, Penn State Harrisburg Board of Advisers (2016-present)

• Member, Fulton Bank Board (2003-2009; 2019-present)

Directorship Qualification Highlights

Mr. Wenger has extensive knowledge of banking operations after more than 30 years in the financial services industry.

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Directors Who are Not Standing For Re-election at the Annual Meeting

Director Since: 2001

Age: 72

Committees:

• Audit

• HR

GEORGE W. HODGES – Independent Director

Fulton’s Lead Director from 2010 until 2018. Mr. Hodges was a director of Drovers & Mechanics Bank until it was merged into Fulton Bank in 2001. Mr. Hodges served as Chairman of York Water Company (Nasdaq: YORW) from 2011 until 2021. Mr. Hodges was director of The Wolf Organization, Inc. from 2008 until 2015 and served as non-executive Chairman from 2008 to 2009.

Other Directorships and Positions

• Member, York Water Company Board of Directors (2000-present)

• Member, Office of the President of Wolf Foundation (1986-2008)

• NACD Board Leadership Fellow (2011-present)

• Member, Fulton Bank Board (2012-present)

Directorship Qualification Highlights

Mr. Hodges has extensive financial expertise and business knowledge.

Director Since: 2016

Age: 71

Committees:

• Executive

• HR (Chair)

• NCG

MARK F. STRAUSS – Independent Director

Director of Fulton Bank since 2019 and director of Fulton Bank of New Jersey from 2011 to 2019. Mr. Strauss served as a director of Skylands Community Bank since 2011 prior to its merger with Fulton Bank of New Jersey. Mr. Strauss served as Senior Vice President of Corporate Strategy and Business Development at American Water Works Company, Inc. (NYSE: AWK) from 2010 to 2017.

Other Directorships and Positions

• Member, Fulton Bank Board (2019-present)

Directorship Qualification Highlights

Mr. Strauss has substantial legal and executive skills. Mr. Strauss is a retired New Jersey attorney.

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Executive Officers Who are Not Serving as Directors

Below is information regarding each of our executive officers who are not directors of Fulton as of the date of this Proxy Statement.

Year of Hire: 2017

Age: 58

MARK R. MCCOLLOM – Senior Executive Vice President and
Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer since 2018. Mr. McCollom joined Fulton in 2017 as Senior Executive Vice President and Chief Financial Officer Designee. Before joining Fulton, Mr. McCollom was a Senior Managing Director, Chief Administrative Officer and Chief Operating Officer of Griffin Financial Group, LLC (“Griffin”). Prior to his role at Griffin, Mr. McCollom was the Chief Financial Officer of Sovereign Bancorp, Inc. He has over 30 years of experience in the financial services industry.

Year of Hire: 2009

Age: 61

DAVID M. CAMPBELL – Senior Executive Vice President and
Director of Strategic Initiatives and Operations

Senior Executive Vice President and Director of Strategic Initiatives and Operations since 2014. Mr. Campbell joined Fulton in 2009 as Chief Administrative Officer of Fulton Financial Advisors, a division of Fulton Bank and was promoted to President of Fulton Financial Advisors in 2010. He has more than 40 years of experience in the financial services industry.

Year of Hire: 1994

Age: 62

BETH ANN L. CHIVINSKI – Senior Executive Vice President and
Chief Risk Officer

Senior Executive Vice President and Chief Risk Officer since 2016. Previously, Ms. Chivinski served as Chief Audit Executive from 2013 to 2016 and was promoted to Senior Executive Vice President of Fulton in 2014. Ms. Chivinski served Controller and Chief Accounting Officer from 1994 to 2013, having been promoted to Executive Vice President in 2004.

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Year of Hire: 2018

Age: 51

ANDY B. FIOL – Senior Executive Vice President and
Head of Consumer Banking

Appointed Senior Executive Vice President and Head of Consumer Banking effective January 1, 2023. Mr. Fiol previously served as Senior Executive Vice President and Head of the Consumer & Small Business Bank since 2022. Mr. Fiol joined Fulton as Director of Consumer & Small Business Channel, Segment and Product in 2018. Prior to joining Fulton, he served as an executive in various roles at both Capital One Bank from 2011 to 2018 and prior to that at Bank of America. He has more than 20 years of experience in the financial services industry.

Year of Hire: 2021

Age: 48

NATASHA R. LUDDINGTON – Senior Executive Vice President,
Chief Legal Officer and Corporate Secretary

Senior Executive Vice President, Chief Legal Officer and Corporate Secretary since 2021. Ms. Luddington became the Senior Executive Vice President, Chief Legal Officer and Corporate Secretary Designee in October 2021. Prior to joining Fulton, Ms. Luddington served in various positions, including Interim General Counsel and Senior Vice President, Associate General Counsel at Pacific Western Bank from 2014 to 2021. Ms. Luddington served in various roles in CapitalSource Bank’s legal department from 2007 to 2014. Ms. Luddington has more than 24 years of legal experience.

Year of Hire: 1996

Age: 58

MEG R. MUELLER – Senior Executive Vice President and
Head of Commercial Business

Senior Executive Vice President and Head of Commercial Business since 2018. Ms. Mueller served as Chief Credit Officer from 2010 to 2017. Ms. Mueller was promoted to Senior Executive Vice President of Fulton in 2013 and has been employed by Fulton in a number of positions since 1996.

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Year of Hire: 1992

Age: 55

ANGELA M. SARGENT – Senior Executive Vice President and
Chief Information Officer

Senior Executive Vice President and Chief Information Officer since 2013. Ms. Sargent served as Executive Vice President and Chief Information Officer from 2002 to 2013 and has been employed by Fulton in a number of positions since 1992.

Year of Hire: 2002

Age: 58

ANGELA M. SNYDER – Senior Executive Vice President and
Chief Banking Officer

Senior Executive Vice President and Chief Banking Officer since 2022. Ms. Snyder was Head of Consumer Banking from 2018 to 2022. Ms. Snyder joined Fulton in 2002 as President of Woodstown National Bank. Ms. Snyder served as Chairwoman, President, and Chief Executive Officer of Fulton Bank of New Jersey until 2019. Ms. Snyder has more than 30 years of experience in the financial services industry.

Year of Hire: 1994

Age: 61

BERNADETTE M. TAYLOR – Senior Executive Vice President and
Chief Human Resource Officer

Senior Executive Vice President and Chief Human Resource Officer since 2015. Dr. Taylor served as Executive Vice President of employee services, employment and director of human resources prior to her promotion in 2015 to Chief Human Resources Officer. Dr. Taylor joined Fulton in 1994 as the Corporate Training Director.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Information about Director Nominees, Directors and Independence Standards

Independence Standards

The Board determined that eight of Fulton’s 11 director nominees are “independent” within the meaning of the director independence standards of the Nasdaq listing standards and U.S. Securities and Exchange Commission (“SEC”) rules and regulations. Specifically, the Board determined that director nominees Messes. Crutchfield, Devine and Pergolin and Messrs. Etter, Martin, Moxley, Snyder and Spair met the Nasdaq and SEC rules and regulations with respect to independent director requirements.

Each of the current members of the Audit, HR and NCG Committees meet the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. In reviewing director independence, the Board considered the relationships and other arrangements, if any, of each director nominee. The relationships and transactions reviewed and considered are more fully described in the “Related Person Transactions” section on page 26.

Lead Director

The Guidelines provide that our Board must include a Lead Director, and the Board has determined a combined Chairman and CEO position is appropriate for Fulton. This structure permits the CEO to manage Fulton’s daily operations and provides a single voice for Fulton. Fulton believes that the separation of these roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and CEO position. The Board designates for a term of at least one year the independent, non-employee director who will lead the non-employee directors’ executive sessions and preside at all Board meetings at which the Chairman is not present. The Lead Director will, as appropriate:

•

serve as a liaison between the Chairman and the independent directors;

•

approve information sent to the Board;

•

approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; and

•

have the authority to call meetings of the independent directors.

Mr. Moxley has served as the Lead Director and independent Executive Committee Chair since June 2018.

Executive Sessions

In 2022, the Fulton independent directors met four times in executive session without management present. Fulton’s Lead Director presided over the executive sessions.

Board and Committee Evaluations

The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The self-evaluations are designed to encourage open and candid feedback on both the effectiveness of the Board and its committees as a whole as well as the effectiveness of each of its members. The NCG Committee annually reports to the Board the results of these self-evaluations, and the Board and each committee discuss their respective self-evaluations.

In 2022, the NCG Committee engaged an independent third-party leadership advisory firm, experienced in corporate governance matters, to provide our Board with a board effectiveness review addressing various topics of focus that were determined in advance. Among other items, topics included board effectiveness, individual director effectiveness and contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the Board in general. The third-party leadership advisory firm conducted extensive interviews with each member of the Board and certain members of senior management and synthesized the results and comments received during such interviews. These findings were then presented by the independent third-party leadership advisory firm to the full Board followed by review and discussion by the full Board. This third-party board effectiveness review highlighted the following key findings: (i) a strong board dynamic involving a high degree of collegiality and strong engagement and participation, (ii) an appreciation of the unique experiences and skillsets of Board members, (iii) the commitment and dedication of Board members and a desire to create value, (iv) a high degree of confidence and mutual trust in the CEO and the management team, (v) the Board’s growth mindset, (vi) the strong Lead Director, Board and committee chairs and (vii) increasing focus with regard to Board meeting mechanics, Board discussions and Board composition.

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Annual CEO Performance Evaluation

Each year, the non-employee directors, in conjunction with the HR Committee, review the CEO’s performance over the past year in light of Fulton’s performance and strategic goals and objectives.

CEO and Executive Succession Planning

Succession planning for the CEO and other key executive officers is one of the Board’s key responsibilities. At least annually, the Board reviews and approves the CEO and other key executive officer succession plans. These plans include the identification of an interim successor if one should be needed. The CEO succession plan, in the event that the CEO is unwilling or unable to serve, is reviewed semi-annually with the HR Committee during an executive session of the Board. The Chief Human Resources Officer reviewed the succession planning process used by management to identify successors for each of the NEOs.

Outside Directorships

Fulton values the experience our directors bring from other boards on which they serve, but we encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation and effectiveness on these boards. Pursuant to our Guidelines, no director may serve on more than four total public company boards of directors, including the Board. Directors are asked to report all directorships, changed or new business activities, related-party relationships and public company board positions.

Contacting the Board

A Fulton shareholder can contact the Board by writing to: Board of Directors, Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, Pennsylvania 17604. The Chairman will determine further distribution of written communications based on the nature of the communication.

Shareholder Engagement

The Board and management regularly engage with shareholders and will meet with shareholders that attend the Annual Meeting. In 2022, Fulton management engaged with institutional shareholders at various investor events.

Risk Oversight

Board’s Role in Risk Oversight

Fulton’s risk appetite is focused on enhancing shareholder value while managing risk at an acceptable level. Fulton’s Board, and the committees that monitor risk, assess and oversee risk management, including the establishment, tracking and reporting of key risk indicators across our strategic, reputation, credit, market, liquidity, operational, legal, compliance and regulatory risk pillars. Fulton also engages in continuing risk assessments, capital management and stress testing to ensure that Fulton has adequate capital to absorb potential losses under various stress scenarios. The Board specifically delegates certain risk oversight functions to the Risk, HR, Audit and NCG Committees as follows:

•

Risk Committee: Responsible for our enterprise risk oversight and regularly informing the Board about risks. The Board and the Risk Committee regularly review information regarding our exposure to strategic, reputation, credit, market, liquidity, operational, legal, compliance and regulatory risks as well as Fulton’s strategies to monitor, control and mitigate its exposure to these risks.

•

HR Committee: Responsible for risk oversight with respect to our compensation plans.

•

Audit Committee: Responsible for risk management oversight with respect to financial reporting and the evaluation and assessment of the adequacy of our internal controls.

•

NCG Committee: Responsible for risk oversight associated with the independence of the Board, potential conflicts of interest and governance matters.

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Management’s Role in Risk Oversight

Fulton’s Chief Risk Officer and members of Fulton’s Enterprise Risk Management Committee (“ERMC”), a management-level risk committee, oversee existing and organization-wide emerging risks and serve as the primary review function prior to escalation to the Risk Committee and the Board. This officer-level risk management committee provides management-level risk oversight, including oversight of Fulton’s risk management and compliance programs.

Risk Appetite Statement

On an annual basis, the Board adopts a formal Risk Appetite Statement (“RAS”) that details our risk management approach and the qualitative and quantitative parameters within which Fulton executes its business strategies. The RAS also outlines the general structure within which Fulton manages risk while balancing our customer and community needs and enhancing shareholder value.

Risk & Controls

Fulton’s framework for enterprise risk management consists of three “lines of defense.” Our first line of defense, our lines of business, bank operations, shared services operations and certain corporate functions have primary responsibility for risk management and compliance, including process deployment, risk identification, training and reporting. Our second line of defense, our independent risk management units, which include, but are not limited to, risk management, compliance, loan review, vendor risk management, fraud risk management, Bank Secrecy Act compliance and information security, is responsible for: (i) overseeing risk, (ii) defining governance requirements for risk management and compliance and (iii) monitoring front line unit risk and compliance activities in discrete areas. Our third line of defense, our internal audit function, independently validates the effectiveness of internal controls and risk management activities within the front-line independent risk management units and periodically reports its results to management and the Board.

Board’s Role in Cybersecurity Risk

Cybersecurity risk is a key consideration in Fulton’s operational risk management. Under the direction of our Chief Information Security Officer, Fulton maintains a formal information security management program that is subject to oversight by, and reports to, the Risk Committee. Given the nature of Fulton’s operations and business, including Fulton’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels. As such, cybersecurity risk is considered an enterprise-wide risk subject to control and monitoring at various levels of management throughout the business. In accordance with its charter, the Risk Committee oversees and reviews reports on significant matters of actual, threatened or potential breaches of corporate security, including cybersecurity.

Board’s Role in Consumer Financial Protection

Under the direction of Fulton’s Chief Compliance Officer, Fulton maintains a consumer compliance program that is subject to oversight of, and reporting to, the Risk Committee. The consumer compliance program includes regular risk assessments, policy updates, compliance monitoring, involvement in new product and significant project initiatives, regulatory change management, independent audit testing and a compliance training program administered by Fulton’s Center for Learning and Talent Development. Compliance courses are mandatory and are assigned based upon an employee’s role. Fulton’s compliance management system also includes customer feedback and complaint monitoring. Our compliance management system is subject to review and examination by various regulatory agencies, including the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau.

Meetings and Committees of the Board

Meeting Attendance

During 2022, the Board met 12 times. In 2022, each director attended at least 75% of the meetings of the Board and the committees on which he or she served.

Unless their absence is excused, Fulton expects directors to attend the Annual Meeting. Out of 13 of our then-incumbent directors, 11 attended the 2022 Annual Meeting.

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Other Board Committees

We believe our Board has created a sound committee structure designed to help the Board carry out its responsibilities in an effective and efficient manner. While the Board may form, from time to time, ad hoc or other special purpose committees, the Board has five regular standing committees: Audit, Executive, HR, NCG and Risk.

Each of the Audit, HR, NCG and Risk Committees meets regularly and at least on a quarterly basis. The committees, typically through their committee chairpersons, routinely report their actions to, and discuss their recommendations with, the full Board.

The Board has determined that each of the current members of the Audit, HR and NCG Committees is “independent” within the meaning of the applicable SEC rules and Nasdaq listing standards.

The names of the members (chairpersons and vice chairpersons specifically noted) as of December 31, 2022 and highlights of some of the key oversight responsibilities of the Board committees are set forth below.

Audit Committee

Members: Denise L. Devine (Chair), Ronald H. Spair (Vice Chair), Steven S. Etter, George W. Hodges, Antoinette M. Pergolin

Meetings in 2022: 13

Key Oversight Responsibilities:

• pre-approval of audit and non-audit services;

• the appointment, evaluation, retention or termination of the independent auditor;

• compensation and general oversight of the independent auditor;

• meeting with the independent auditor to review the scope of audit services;

• reviewing and discussing with management and the independent auditor annual and quarterly financial statements and related disclosures;

• overseeing the internal audit function;

• reviewing related person transactions; and

• establishing procedures and handling complaints concerning accounting, internal accounting controls or auditing matters.

The Board has determined that each member of the Audit Committee satisfies the requirements established by the SEC for qualification as an “audit committee financial expert,” and each is independent under the Nasdaq listing standards and rules of the SEC.

HR Committee

Members: Mark F. Strauss (Chair), Lisa Crutchfield (Vice Chair), Denise L. Devine, Steven S. Etter, George

W. Hodges, James R. Moxley III, Ronald H. Spair

Meetings in 2022: 9

Key Oversight Responsibilities:

• approving or recommending to the Board compensation for the CEO and other NEOs;

• administration of Fulton’s cash and equity-based incentive compensation plans, including the Employee Stock Purchase Plan and the Fulton Financial Corporation 401(k) Retirement Plan (the “401(k) Plan”);

• approving employment agreements for the NEOs and Fulton’s senior executive officers; and

• fulfilling other broad-based compensation, benefits and human resources duties.

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NCG Committee

Members: Lisa Crutchfield (Chair), Scott A. Snyder (Vice Chair), James R. Moxley III, Mark F. Strauss

Meetings in 2022: 8

Key Oversight Responsibilities:

• recommending to the Board nominees for election to the Board;

• assisting the Board with corporate governance matters, including the review and approval of Fulton’s Code of Conduct (the “Code of Conduct”) and the Guidelines;

• creating and administering the procedures used by directors in conducting Board evaluations;

• determining whether Fulton’s directors and the NEOs are in compliance with Fulton’s stock ownership guidelines; and

• providing oversight of Fulton’s ESG strategy as well as Fulton’s corporate social responsibility reporting.

Risk Committee

Members: Scott A. Snyder (Chair), Jennifer Craighead Carey (Vice Chair), George K. Martin, Curtis J. Myers (ex-officio member), Antoinette M. Pergolin, E. Philip Wenger (ex-officio member)

Meetings in 2022: 9

Key Oversight Responsibilities:

• overseeing risk management functions and practices;

• overseeing established practices, processes and controls employed to manage Fulton’s enterprise-wide risk;

• upon recommendation of the ERMC, reviewing and recommending to the Board Fulton’s risk management framework and enterprise risk management policy; and

• upon the recommendation of the ERMC, reviewing and recommending to the Board for its approval, Fulton’s RAS.

The Chair of the Risk Committee is an independent director determined by Fulton’s Board to possess the requisite experience in identifying, assessing and managing risk exposures at large, complex financial institutions.

Executive Committee

Members: James R. Moxley III (Chair), Denise L. Devine (Vice Chair), Lisa Crutchfield, Scott A. Snyder, Mark F. Strauss, E. Philip Wenger

Meetings in 2022: 0

Key Oversight Responsibilities: authorized to exercise the powers of the Board between board meetings in a limited capacity.

Committee Governance

The Board has adopted a written charter for each of the Audit, HR, NCG and Risk Committees that are available on Fulton’s website, www.fultonbank.com, under “Investor Relations — Overview — Governance Documents.” The Board reviews the committees’ charters, and each committee reviews its own charter, on at least an annual basis.

The charters provide that the committees have adequate resources and authority to discharge their responsibilities, including appropriate funding for the retention of external consultants or advisors as the committees deem necessary and appropriate.

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HR Committee Interlocks and Insider Participation

For 2022, the HR Committee was comprised of Messes. Crutchfield and Devine and Messrs. Strauss, Etter, Hodges, Moxley and Spair, each of whom is an independent director. None of these individuals is or has been an officer or employee of Fulton during the last fiscal year or as of the date of this Proxy Statement, or is serving or has served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that has an executive officer serving on the compensation committee (or other board committee performing equivalent functions). No executive officer of Fulton served as a director of another entity that had an executive officer serving on the HR committee (or other board committee performing equivalent functions). Finally, no executive officer of Fulton served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that had an executive officer serving as a director of Fulton.

Corporate Governance Guidelines

The Board has developed and adopted a set of corporate governance principles to promote the functioning of the Board and its committees and to establish a common set of expectations as to how the Board should perform its functions. Fulton’s Guidelines address, among other matters: (i) the size of the Board, (ii) director qualifications, (iii) the majority vote standard with respect to the election of directors, (iv) service on other boards and director change in status, (v) meeting attendance and review of meeting materials, (vi) director access to management and independent advisors, (vii) the position of Lead Director, (viii) executive sessions, (ix) CEO evaluation and succession planning, (x) Board and committee evaluations, (xi) stock ownership guidelines, (xii) communications by interested parties, (xiii) Board and committee minutes and (xiv) the Code of Conduct.

The current Guidelines can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The Guidelines are available on Fulton’s website at www.fultonbank.com under “Investor Relations — Overview — Governance Documents.”

Code of Conduct

The Board has adopted the Code of Conduct that governs the conduct of its directors, officers and employees. Our Code of Conduct sets forth specific standards of conduct that we expect all of our employees and directors to follow so that Fulton conducts its business in accordance with the highest ethical standards of the financial industry and complies with all laws regulating the conduct of Fulton and its employees. In addition, we maintain an ethics hotline for employees to use on an anonymous basis. A current copy of the Code of Conduct can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The current Code of Conduct is available on Fulton’s website at www.fultonbank.com under “Investor Relations — Overview — Governance Documents.”

ESG Overview

We are a community-focused, purpose-driven organization with a deep, long-standing commitment to promoting sound ESG practices. We recognize that good practices and effective oversight and management of such matters are essential in driving success for our shareholders, the communities in which we operate as well as other stakeholders, including customers, employees and third-party vendors. Our Board and committees provide oversight of ESG matters as we continue to make progress in further enhancing our ESG approach, including promoting the success and well-being of our employees.

ESG Oversight

The Board designated the NCG Committee to be the Board-level committee responsible for oversight of our ESG strategy and corporate social responsibility reporting. We have a cross-functional management Corporate Social Responsibility Leadership Committee to coordinate Fulton’s ESG program that provides regular updates to the NCG Committee.

Employees

We recognize a crucial element of a successful organization is having a diverse, equitable and inclusive culture and workforce that encourages employees to share their opinions and different perspectives, and fosters a culture of respect. In recent years, we undertook many initiatives to increase our diversity, equity and inclusion practices, including, providing allyship training to leaders, conducting senior leader listening tours on diversity, equity and inclusion topics and supporting the launch of several employee resource groups.

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SEC Form DEF 14A filed by Fulton Financial Corporation