Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fulton Financial Corporation (“Fulton”) announced on June 12, 2023 the appointment of Karthik Sridharan, age 53, as Senior Executive Vice President and Chief Operations and Technology Officer effective June 12, 2023. As a senior information technology executive, Mr. Sridharan brings more than 20 years of experience with Fortune 500 companies. Since 2019, he has served as Chief Information Officer, Executive Vice President, at OceanFirst Bank in Red Bank, New Jersey. The press release, dated June 12, 2023, announcing the hiring of Mr. Sridharan, attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby incorporated herein by reference.
Fulton entered into an Executive Employment Agreement with Mr. Sridharan, effective June 12, 2023 (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $450,000.00 to be reviewed annually and eligibility to participate in Fulton’s annual cash and equity-based long-term incentive plans. In addition, in connection with his appointment, Mr. Sridharan will receive a cash bonus of not less than $150,000.00 payable in April 2024 for his performance in 2023 and a grant of restricted stock units (“RSUs”) equivalent to $200,000.00 as of the grant date, which will vest 18 months from the date of grant. Payment of the cash bonus and the vesting of the RSUs are conditioned upon Mr. Sridharan being continuously employed by Fulton through the date of payment or vesting.
Pursuant to the Employment Agreement, Mr. Sridharan is also entitled to participate in Fulton’s broad-based employee retirement plans, welfare benefit plans, life insurance programs and other benefit programs. The Employment Agreement provides that Mr. Sridharan will also receive such other general executive perquisites as approved from time to time by the human resources committee of Fulton, such as a Fulton-paid club memberships and an employer-provided automobile or automobile allowance.
The term of the Employment Agreement will continue until the earliest of: (a) the voluntary termination of, or retirement from, Mr. Sridharan’s employment other than for Good Reason (as defined in the Employment Agreement), (b) the termination of Mr. Sridharan’s employment for Good Reason, (c) the termination of Mr. Sridharan’s employment by Fulton for any reason other than Cause (as defined in the Employment Agreement), (d) the termination of Mr. Sridharan’s employment by Fulton for Cause, (e) the termination of Mr. Sridharan’s employment with Fulton due to Disability (as defined in the Employment Agreement), or (f) Mr. Sridharan’s death. The Employment Agreement will expire, if not terminated earlier under the Employment Agreement, on December 31 of the year in which Mr. Sridharan attains the age of sixty-five (65), and Mr. Sridharan will thereafter only be entitled to post-termination benefits that commenced prior to the expiration of the Employment Agreement.
In the event Mr. Sridharan’s employment is terminated during the term of the Employment Agreement by him for Good Reason or by Fulton for any reason other than Cause, death or Disability, then, subject to Mr. Sridharan’s execution and non-revocation of a general release of claims in favor of Fulton, Mr. Sridharan shall receive the following severance payments and benefits: (a) his annual base salary in effect immediately prior to the termination for a period of twelve (12) months, (b) any vested but unpaid bonus as of the date of termination, (c) a cash bonus for the fiscal year in which the termination date occurs equal to the payout at the target level established for such fiscal year, pro-rated to the date of termination, and (d) continued eligibility to participate in, or an amount equal to the cost of participating in, Fulton’s health and welfare employee benefit plans for twelve (12) months after termination. If Mr. Sridharan receives severance payments under the CIC Agreement (as defined below) at termination of employment, Mr. Sridharan will not be entitled to receive the foregoing severance payments and benefits under the Employment Agreement.
The Employment Agreement contains certain covenants by Mr. Sridharan, including a perpetual confidentiality covenant and non-competition and customer and employee non-solicitation covenants that restrict, respectively, Mr. Sridharan’s ability to compete with Fulton and solicit customers and employees
