DEF 14A of M&T Bank Corp, Mar 5, 2024

DEF 14A of M&T Bank Corp

Filed Mar 5, 2024 · FY20230001193125-24-058283

Open on EDGAR

  1. Proposal 1—Election of Directors

    Proposal 1—Election of Directors M&T aims to maintain a highly engaged Board with balanced tenure and substantive expertise that has the diversity of skills and backgrounds necessary to effectively oversee our management team and serve the long-term interests of our shareholders. We are asking our shareholders to elect 16 director nominees at the Annual Meeting to hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Each nominee is elected annually by the affirmative vote of the majority of votes cast.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Board Tenure(1) | Independent | Professional Background | Current Committee Membership(2) | | John P. Barnes | 68 | 2 years | ✓ | Former Chairman and CEO of People’s United Financial, Inc. | R | | Robert T. Brady(3) | 83 | 29 years | ✓ | Former Chairman and CEO of Moog Inc. | N&G (Chair), E | | Carlton J. Charles | 65 | 1 year | ✓ | Senior Vice President of Treasury and Risk Management, Hearst | N&G | | Jane Chwick | 61 | 2 years | ✓ | Former Partner and Co-COO of the Technology Division at Goldman Sachs | R | | William F. Cruger, Jr. | 65 | 2 years | ✓ | Former Vice Chairman of Investment Banking at J.P. Morgan Chase & Co. | A | | T. Jefferson Cunningham III | 81 | 23 years | ✓ | Former Chairman and CEO of Premier National Bancorp, Inc. and Premier National Bank | A | | Gary N. Geisel | 75 | 14 years | ✓ | Former Chairman and CEO of Provident Bankshares Corporation and Provident Bank | C&HC (Chair), E | | Leslie V. Godridge | 68 | 3 years | ✓ | Former Vice Chair and Co-Head of Corporate and Commercial Banking for US Bancorp | R | | René F. Jones(4) | 59 | 6 years | | Chairman and CEO of M&T and M&T Bank | E | | Richard H. Ledgett, Jr. | 66 | 6 years | ✓ | Former Deputy Director and COO of the National Security Agency | R | | Melinda R. Rich | 66 | 15 years | ✓ | Chairman of Rich Products Corporation | C&HC, E | | Robert E. Sadler, Jr. | 78 | 25 years | ✓ | Former President and CEO of M&T | E (Chair), R (Chair) | | Denis J. Salamone | 70 | 8 years | ✓ | Former Chairman and CEO of Hudson City Bancorp, Inc. and Hudson City Savings Bank | A (Chair) | | Rudina Seseri | 46 | 3 years | ✓ | Founder and Managing Partner of Glasswing Ventures, LLC | — | | Kirk W. Walters | 68 | 2 years | ✓ | Former Senior Executive Vice President of People’s United Financial, Inc. | — | | Herbert L. Washington | 73 | 28 years | ✓ | President of HLW Fast Track, Inc. | A, C&HC |

  4. Director Nominees

    | (1) As of the 2024 Annual Meeting (April 16, 2024). |

  5. Director Nominees

    | (2) The committees of the M&T Board of Directors are as follows: A—Audit Committee; C&HC—Compensation and Human Capital Committee; E—Executive Committee; N&G—Nomination and Governance Committee; R—Risk Committee. |

  6. Director Nominees

    | (3) Mr. Brady serves as the non-executive Vice Chairman of the Board and as the lead independent director. |

  7. Director Nominees

    | (4) Mr. Jones serves as the Chairman of the Board. |

  8. Director Nominees

    | | 3 |

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of the N&G Committee, the Board recommends the following 16 persons for election as directors of M&T, to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Each of the nominees was elected at the 2023 Annual Meeting of Shareholders. One current director, Mr. John R. Scannell, is not a nominee and his term will end at the Annual Meeting. The Board would like to thank Mr. Scannell for his years of service and valuable contributions to M&T and the Board.

  10. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE 16 NOMINEES. Each nominee’s business experience, including occupation, current public company directorships, and public company directorships held at any time during the past five years is provided. Additionally, the experience, qualifications and skills, including education, of each nominee are listed. The information with respect to each nominee is as of March 1, 2024, and includes each nominee’s positions, if any, with M&T’s subsidiary banks, M&T Bank (also known as Manufacturers and Traders Trust Company) and Wilmington Trust, N.A. The information contained in this proxy statement concerning the nominees is based upon statements made or confirmed to M&T by or on behalf of such nominees, except to the extent certain information is contained in M&T’s records. The Board believes that the experience, qualifications and skills of each of the director nominees contributes to an effective and well-functioning board providing oversight of M&T’s business and management.

  11. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH

    | | 9 |

  12. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  13. NOMINEES FOR DIRECTOR

    | JOHN P. BARNES | | | Risk Committee Member Director since 2022 | Mr. Barnes, age 68, is the former Chairman of the Board and Chief Executive Officer of People’s United Financial, Inc. (“People’s United”). He served as Chief Executive Officer of People’s United from July 2010 until April 2022, when he joined the M&T Board upon the closing of M&T’s acquisition of People’s United. Mr. Barnes also previously served as Senior Executive Vice President and Chief Administrative Officer for People’s United following its acquisition of Chittenden Corporation in early 2008. He had served as an Executive Vice President and in multiple other positions at Chittenden Corporation, including heading the Credit Policy and Administration Division. Mr. Barnes is a member of the Risk Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Risk Committee. Experience, Skills and Qualifications Mr. Barnes brings extensive banking and finance knowledge, having worked in the financial services industry since 1983, when he joined Chittenden Corporation after five years with the Federal Deposit Insurance Corporation in Boston. He brings exceptional executive and management experience gained through his leadership roles at multiple financial institutions. Mr. Barnes is a graduate of Northeastern University and received a Master of Business Administration from the University of Vermont. |

  14. NOMINEES FOR DIRECTOR

    | ROBERT T. BRADY | | | Vice Chairman of the Board of Directors and Lead Independent Director Nomination and Governance Committee Chair Executive Committee Member Director since 1994 | Mr. Brady, age 83, serves as Vice Chairman of M&T’s Board of Directors and as its lead independent director. He is the former Chairman of the Board and Chief Executive Officer of Moog Inc. (NYSE: MOG.A), a worldwide manufacturer of control systems and components for aircraft, spacecraft, automated machinery and medical equipment. Mr. Brady served as Moog’s Executive Chairman from 2011 until his retirement in 2014. He is a director of Astronics Corporation (NASDAQ: ATRO) where he serves as lead independent director, chair of the Audit Committee and a member of the Sustainability Committee. Mr. Brady is also a director of CUBRC, Inc., a research, development, testing and systems integration company located in Buffalo, New York. He previously served as a director of ENrG, Inc., Seneca Foods Corporation (NASDAQGS: SENEA), National Fuel Gas Company (NYSE: NFG), Acme Electric, and the Buffalo AKG Art Museum. Mr. Brady is a member of the Executive Committee and Chair of the Nomination and Governance Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Executive Committee. Experience, Skills and Qualifications Mr. Brady is an experienced and successful business leader with a track record of helping companies innovate, grow and create jobs. He brings insight into risk management, operational risk and strategic planning. In addition to his significant leadership experience with several public companies, Mr. Brady has considerable corporate governance experience. He holds a Bachelor of Science in Mechanical Engineering from Massachusetts Institute of Technology and a Master of Business Administration from Harvard Business School. |

  15. NOMINEES FOR DIRECTOR

    | 10 | |

  16. NOMINEES FOR DIRECTOR

    | CARLTON J. CHARLES | | | Nomination and Governance Committee Member Director since 2023 | Mr. Charles, age 65, is the Senior Vice President of Treasury and Risk Management at Hearst, a leading global, diversified information, services and media company with operations in 40 countries. Prior to joining Hearst, he was Senior Vice President and Chief Operational Risk Officer at Moody’s Corporation. Mr. Charles also serves as the Chair of Level Up Ventures, a venture capital unit within Hearst focused on Black and Latino entrepreneurs. He is a member of the Hearst Board of Directors and is on the Board of Advisors for HearstLab, Hearst’s platform for supporting early-stage, women-led companies. Mr. Charles also serves on the Advisory Board of BUILD, which teaches entrepreneurship to youth in underserved communities. He is a member of the Executive Leadership Council and a governance fellow at the National Association of Corporate Directors. Mr. Charles was previously on the Board of Trustees of St. Thomas Aquinas College and previously served on the Board of the Bronx Preparatory Charter School, where he chaired the Audit Committee. He is a member of the Nomination and Governance Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank. Experience, Skills and Qualifications Mr. Charles brings extensive experience and knowledge in corporate finance, risk management, cybersecurity, retail and consumer operations, and corporate governance. He holds a Bachelor of Science in Quantitative Economics and a Master of Public Policy from the State University of New York at Stony Brook and a Master of Business Administration in Finance from the University of Chicago. |

  17. NOMINEES FOR DIRECTOR

    | JANE CHWICK | | | Risk Committee Member Director since 2022 | Ms. Chwick, age 61, served as a director of People’s United from 2017 until April 2022, when she joined the M&T Board upon the closing of M&T’s acquisition of People’s United. She previously served as a partner at Goldman Sachs where she had a 30-year career in technology, including most recently as the Co-Chief Operating Officer of the Technology Division. As Co-Chief Operating Officer, Ms. Chwick was responsible for financial business planning, setting the technical strategy and management of an 8,000-person organization within the firm. While at Goldman Sachs, she also served as a member of many governance committees, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and she was Co-Chair of the Technology Division Operating Committee. Ms. Chwick was also the Co-founder and Co-CEO of Trewtec, Inc., providing corporate directors, chief executive officers and chief technology officers with the information to improve their oversight of a company’s technology division. She is a director of Voya Financial (NYSE: VOYA), MarketAxess Holdings Inc. (NASDAQ: MKTX) and Thoughtworks Holding Inc. (NASDAQ: TWKS). At Voya Financial, Ms. Chwick is Chair of the Technology, Innovation and Operations Committee, a member of the Risk, Investment and Finance Committee, and a member of the Nomination, Governance and Social Responsibility Committee. At MarketAxess, she is Chair of the Risk Committee and a member of the Nominating and Governance Committee. At Thoughtworks Holding Inc., Ms. Chwick is a member of the Nominating and Governance Committee and the Compensation and Talent Committee. She is a member of the Risk Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Risk Committee. Experience, Skills and Qualifications Ms. Chwick brings extensive technology experience, gained in a global financial services firm, combined with strategic perspective and in-depth knowledge of the financial services industry. She holds an undergraduate degree in Mathematics from Queens College, and a Master of Business Administration with a concentration in quantitative analysis from St. John’s University. |

  18. NOMINEES FOR DIRECTOR

    | | 11 |

  19. NOMINEES FOR DIRECTOR

    | WILLIAM F. CRUGER, JR. | | | Audit Committee Member Director since 2022 | Mr. Cruger, age 65, served as a director of People’s United from 2014 until April 2022, when he joined the M&T Board upon the closing of M&T’s acquisition of People’s United. He served as Vice Chairman of Investment Banking at J.P. Morgan Chase & Co., a leading global financial services firm, until August 2013. Mr. Cruger’s responsibilities included senior client relationship management and transaction leadership with a primary focus on financial institutions, among other sectors. He was Managing Director, Financial Institutions Group at J.P. Morgan Chase from 1996 until 2011 when he was elevated to the position of Vice Chairman. Mr. Cruger also ran the firm’s investment banking practices in Japan from 1991 to 1996, in Latin America from 1989 to 1991, and in Emerging Asia from 1984 to 1988. He is a director of MarketAxess Holdings Inc. (NASDAQ: MKTX), serving as Chair of the Nominating and Governance Committee and a member of the Audit and Finance Committees, and of Virtu Financial, Inc. (NASDAQ: VIRT), serving as Chair of the Audit Committee and a member of the Risk Committee. Mr. Cruger has also previously served as a director of Archipelago, Capital IQ and Credittrade. He is a member of the Audit Committee of the Board. Mr. Cruger is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Mr. Cruger has diverse experience in investment banking at a global financial services firm and extensive knowledge of financial institutions and financial markets. His leadership roles as a director of other financial services firms and his international business experience bring critical skills and strategic insight to the Board. Mr. Cruger holds a Bachelor of Arts from Clark University and a Master of Business Administration from Columbia University. |

  20. NOMINEES FOR DIRECTOR

    | T. JEFFERSON CUNNINGHAM III | | | Audit Committee Member Director since 2001 | Mr. Cunningham, age 81, is the Chairman and Chief Executive Officer of Magnolia Capital Management, Ltd, a registered investment adviser in Cold Spring, New York. He is the former Chairman of the Board and Chief Executive Officer of Premier National Bancorp, Inc. and Premier National Bank, and of Premier’s predecessors. Mr. Cunningham had a distinguished career in various board and executive-level positions with several leading U.S. and European financial institutions. He is a trustee of Open Space Institute, an environmental conservation organization dedicated to protecting significant landscapes in New York State, where he serves on several committees and as Chairman of its Compensation Committee. Mr. Cunningham is an advisory board member of the Community Foundations of the Hudson Valley in Poughkeepsie, New York. He is a member of the Audit Committee of the Board. Mr. Cunningham is also a director of M&T’s subsidiary, M&T Bank, a member of its Examining Committee and the Chairman of its Directors Advisory Council of the Hudson Valley Division. Experience, Skills and Qualifications Mr. Cunningham has extensive experience with commercial and investment banking strategy, both domestically and internationally. He brings in-depth knowledge of risk management, fiduciary oversight responsibility and a valuable international perspective to M&T’s business activities. Mr. Cunningham holds a Bachelor of Arts in Economics from Cornell University and a Master of Business Administration from Stanford University. |

  21. NOMINEES FOR DIRECTOR

    | 12 | |

  22. NOMINEES FOR DIRECTOR

    | GARY N. GEISEL | | | Chair of the Compensation and Human Capital Committee Executive Committee Member Director since 2009 | Mr. Geisel, age 75, is the retired former Chairman of the Board and Chief Executive Officer of Provident Bankshares Corporation and Provident Bank. He previously served as Chairman of the Board of Saint Agnes Hospital in Baltimore, Maryland having served on its Finance, Governance, Compensation and Executive Committees. Mr. Geisel is a former director of Goodwill Industries of the Chesapeake and served as its Chairman and on the Executive Committee. He is a former director of Annapolis Life Care, Inc., a continuing-care retirement community operator in Annapolis, Maryland, where he served as a member of its Finance and Audit Committee. Mr. Geisel is also a member of the Budget and Finance Committee of the Baltimore Community Foundation. He is the past Chair of the Finance Committee of Urban Teachers, a non-profit teacher preparation program in Baltimore, Maryland. Mr. Geisel is the Chair of the Compensation and Human Capital Committee and a member of the Executive Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, a member of its Executive Committee, and Chair of its Directors Advisory Council of the Baltimore-Washington Division. Experience, Skills and Qualifications Mr. Geisel brings financial acumen with over 35 years of experience in the banking industry as well as exceptional executive leadership. He holds a Bachelor of Science from Edinboro University of Pennsylvania, a Master of Business Administration from Duquesne University and completed banking programs at the Stonier Graduate School of Banking. |

  23. NOMINEES FOR DIRECTOR

    | LESLIE V. GODRIDGE | | | Risk Committee Member Chair of the Trust and Investment Committee of M&T Bank Director since 2020 | Ms. Godridge, age 68, served as Vice Chair and Co-Head of Corporate and Commercial Banking for U.S. Bancorp, member of the Managing Committee and served as director of U.S. Bank, N.A.’s Board of Directors, roles she held from 2016 until her retirement in 2020. She joined U.S. Bancorp in 2007 as Executive Vice President and Head of National Corporate & Special Industries and Global Treasury Management. Previously, Ms. Godridge worked for The Bank of New York for 25 years in a variety of senior managerial roles, culminating as Head of Consumer, Commercial, Private Banking and Asset Management. She has been recognized repeatedly on the American Banker’s list of the Most Powerful Women in Banking. Ms. Godridge is a director of Beasley Broadcast Group, Inc. (NASDAQ: BBGI), serving as the Chair of the Audit Committee. She is also a director and Audit Committee member of National Integrity Life Insurance Co. and of Gerber Life Insurance Company and serves as a Trustee and the Treasurer of the Museum of the City of New York. She is a member of the Risk Committee of the Board. Ms. Godridge is also a director of M&T’s subsidiary, M&T Bank, a member of its Risk Committee and Chair of its Trust and Investment Committee. In addition, she is an Advisory Member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T, and Wilmington Trust Company, a subsidiary of M&T Bank. Experience, Skills and Qualifications Ms. Godridge brings extensive banking and finance knowledge with nearly 40 years of experience in the banking industry. She also brings exceptional executive and management experience gained through her senior executive positions at financial institutions. Ms. Godridge holds a Bachelor of Arts from Smith College and a Master of Business Administration from New York University Stern School of Business. |

  24. NOMINEES FOR DIRECTOR

    | | 13 |

  25. NOMINEES FOR DIRECTOR

    | RENÉ F. JONES | | | Chief Executive Officer and Chairman of the Board Executive Committee Member Director since 2017 | Mr. Jones, age 59, has been Chairman of the Board and Chief Executive Officer of M&T and of M&T Bank since December 2017. He is a member of the Executive Committees of M&T and M&T Bank. Mr. Jones served as an Executive Vice President of M&T from 2006 to 2017, served as Chief Financial Officer of M&T and M&T Bank from 2005 to 2016 and as a Vice Chairman of M&T Bank from 2014 to 2017. Mr. Jones serves as a director and a member of the Audit Committee of ACV Auctions Inc. (NASDAQ: ACVA). He is also a director and member of the Audit and Risk Committee of the Federal Reserve Bank of New York and previously served as a member of the Federal Advisory Council of the Federal Reserve Board. Mr. Jones serves as Vice Chair of the Board of the Bank Policy Institute and a steward for the Council for Inclusive Capitalism. He is also on the Board of Trustees of Boston College, a member of the UB Council of the State University of New York at Buffalo, and a director of the Pan-Massachusetts Challenge, Inc., a nonprofit that raises money for adult and pediatric cancer treatment and research. Experience, Skills and Qualifications Mr. Jones joined M&T Bank in 1992 as an Executive Associate and has 30 years of experience in banking. He has served M&T Bank in numerous executive and managerial positions in the Finance, Wealth and Institutional Services, Human Resources, Consumer Lending, Mortgage, and Treasury Divisions which have provided him with valuable institutional knowledge. Mr. Jones holds a Bachelor of Science in Management Science from Boston College and a Master of Business Administration with concentrations in Finance, Organization and Markets from the University of Rochester Simon School of Business. |

  26. NOMINEES FOR DIRECTOR

    | RICHARD H. LEDGETT, JR. | | | Risk Committee Member Director since 2017 | Mr. Ledgett, age 66, is a private consultant. He served as Deputy Director and Chief Operating Officer of the National Security Agency (“NSA”), the largest intelligence organization in the U.S., from January 2014 until his retirement in April 2017, and worked for the NSA for 29 years. Mr. Ledgett is Chair of Board of Trustees of the Institute for Defense Analyses, a member of a cyber advisory board of Beazley PLC, as well as a director of Elbit Systems of America. He has served as an instructor and course developer at the National Cryptologic School within the NSA in Washington, D.C. and as an adjunct faculty member at the National Intelligence University in Washington, D.C. Mr. Ledgett is a member of the Risk Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Executive and Risk Committees. Experience, Skills and Qualifications Mr. Ledgett brings four decades of specialty expertise in the areas of intelligence, cybersecurity and cyber operations. He holds a Bachelor of Science in Psychology from the State University of New York at Albany and a Master of Science in Strategic Intelligence from the Defense Intelligence College. |

  27. NOMINEES FOR DIRECTOR

    | 14 | |

  28. NOMINEES FOR DIRECTOR

    | MELINDA R. RICH | | | Compensation and Human Capital Committee Member Executive Committee Member Director since 2009 | Ms. Rich, age 66, is the Chairman of Rich Holdings Inc, the holding company for international food company Rich Products Corporation and all Rich family business enterprises headquartered in Buffalo, New York. Prior to her appointment as Chairman in August 2022, Ms. Rich had served as Vice Chairman of Rich Products Corporation since 2006. She is Chair of Rich Products Corporation’s Executive Committee and Governance Committee and a member of its Finance and Audit Committee and Compensation and Organization Committee. Ms. Rich is also Chairman of Rich Entertainment Group, which consists of various businesses in the sports, entertainment and restaurant industries. She also serves as Chairman of several other entities within the Rich Products Corporation family of companies. Ms. Rich is a director and member of the Compensation Committee of Weber Inc., a leading manufacturer of outdoor grills and related products, and a director of Grove Entertainment, a production company in New York City. She serves as an Advisor of BDT Capital Partners in Chicago, Illinois and as a Director of the Cleveland Clinic in Cleveland, Ohio. Ms. Rich is also a director of a number of charitable foundations, including Rich Family Foundation, DreamCatcher Foundation, Inc. and Cleveland Rock and Roll, Inc./Rock & Roll Hall of Fame. She is a former director of Wm. Wrigley, Jr. Company. Ms. Rich is a member of the Executive and Compensation and Human Capital Committees of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Executive Committee. Experience, Skills and Qualifications Ms. Rich brings considerable knowledge of executive compensation matters, leadership roles and service to civic and community organizations. She provides a valuable international perspective on public policy, societal and economic issues. Ms. Rich holds a Bachelor of Arts in Psychology and Business from the University of Colorado. She received an Honorary Doctor of Humane Letters from the Culinary Institute of America, an Honorary Doctor of Law from D’Youville College and an Honorary Doctorate of Humane Letters from Canisius College. |

  29. NOMINEES FOR DIRECTOR

    | ROBERT E. SADLER, JR. | | | Chair of the Executive Committee Chair of the Risk Committee Director since 1999 | Mr. Sadler, age 78, joined M&T Bank in 1983 and held a number of executive positions, including Vice Chairman of the Board from 2007 until his retirement in June 2010. From June 2005 to January 2007, he served as President and Chief Executive Officer of M&T and M&T Bank. Mr. Sadler served as a consultant to M&T from 2010 to April 2017. He served as a director of Gibraltar Industries, Inc. (NASDAQ: ROCK) from 2004 to 2015 and as a director of Security Mutual Life Insurance Company of New York until 2015. Mr. Sadler is Chair of the Executive and Risk Committees of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and Chair of its Executive and Risk Committees. In addition, Mr. Sadler is Chair of M&T Bank’s Directors Advisory Council–Florida Division. Experience, Skills and Qualifications Mr. Sadler brings in-depth knowledge of the financial services industry including significant financial experience and valuable corporate governance, risk management and institutional knowledge. He holds a Bachelor of Arts from Washington and Lee University and a Master of Business Administration from Emory University. |

  30. NOMINEES FOR DIRECTOR

    | | 15 |

  31. NOMINEES FOR DIRECTOR

    | DENIS J. SALAMONE | | | Chair of the Audit Committee Director since 2015 | Mr. Salamone, age 70, joined the Board upon the closing of M&T’s acquisition of Hudson City Bancorp, Inc. and Hudson City Savings Bank (“Hudson City”) in 2015. He served as Chairman and Chief Executive Officer of Hudson City from September 2014 until November 2015. Mr. Salamone joined Hudson City in 2001 as Senior Executive Vice President and served on its Board of Directors. Between 2002 and 2014, he held several senior executive positions at Hudson City, including President and Chief Operating Officer. Prior to joining Hudson City, Mr. Salamone was an accountant with PricewaterhouseCoopers LLP for 26 years, 16 years as a partner where he served as the Global Financial Services leader for Audit and Business Advisory Services. He is a member of the American Institute of CPAs and a member of the New York State Society of CPAs. Mr. Salamone serves as Chairman of the Board of Trustees for St. Francis College in Brooklyn Heights, New York, as a trustee of the Ridgewood, New Jersey YMCA, and as a trustee and Chair of the Audit and Risk Committee of Valley Health System in Ridgewood, New Jersey. He is the Chair of the Audit Committee of the Board. Mr. Salamone is also a director of M&T’s subsidiary, M&T Bank, the Chair of its Examining Committee and a member of its Executive Committee. Experience, Skills and Qualifications Mr. Salamone has more than 40 years of experience in the financial services industry and brings significant accounting skills and knowledge of financial reporting and risk management. He holds a Bachelor of Science in Accounting from St. Francis College. |

  32. NOMINEES FOR DIRECTOR

    | RUDINA SESERI | | | Trust and Investment Committee of M&T Bank Member Director since 2020 | Ms. Seseri, age 46, is the Founder and Managing Partner of Glasswing Ventures, LLC, an early-stage venture capital firm that invests in artificial intelligence and frontier technology companies that provide solutions in the enterprise and cybersecurity markets. Prior to founding Glasswing Ventures in 2015, she was a partner at Fairhaven Capital, a technology venture capital firm, from 2010 to 2015 after serving as an associate since 2007. Ms. Seseri previously served as a Senior Manager in the Corporate Development Group at Microsoft Corporation, where she was responsible for leading acquisitions and investments in companies of strategic importance, and as an investment banker in the Technology Group at Credit Suisse Group AG, leading public market transactions. She was appointed by the Dean of Harvard Business School as an Executive Fellow in 2022, having previously served as Entrepreneur in Residence in the Rock Center at Harvard Business School since 2013. Ms. Seseri serves as a director of MSC Industrial Direct Co., Inc. (NYSE: MSM) and as a member of its Compensation Committee and of its Nominating and Corporate Governance Committee. She also serves on the boards of several private startup companies. Ms. Seseri is also a director of M&T’s subsidiary, M&T Bank, and a member of its Trust and Investment Committee. In addition, she is an advisory member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T, and Wilmington Trust Company, a subsidiary of M&T Bank. Experience, Skills and Qualifications Ms. Seseri brings nearly 20 years of investing and transactional experience, including in building successful technology companies in innovative fields such as artificial intelligence, machine learning, enterprise software, and digital marketing technologies. She has significant knowledge in areas of technology, digital innovation, consumer solutions and strategic planning. Ms. Seseri holds a Bachelor of Arts from Wellesley College and a Master of Business Administration from Harvard Business School. |

  33. NOMINEES FOR DIRECTOR

    | 16 | |

  34. NOMINEES FOR DIRECTOR

    | KIRK W. WALTERS | | | Trust and Investment Committee of M&T Bank Member Director since 2022 | Mr. Walters, age 68, previously served as Senior Executive Vice President of Corporate Development and Strategic Planning as well as a director of People’s United. He joined the M&T Board upon the closing of M&T’s acquisition of People’s United in April 2022. In addition, from 2011 to 2014, Mr. Walters served as Chief Financial Officer of People’s United. Prior to joining People’s United, he was a Senior Executive Vice President and a director of Santander Holdings USA, Inc. Previously Mr. Walters held various senior executive positions with Chittenden Corporation from 1996 to 2008; Northeast Federal Corporation (including Chairman, President and Chief Executive Officer) from 1989 to 1995; and CalFed, Inc. from 1984 to 1989. He began his career with Coopers & Lybrand and is a member of the California Society of CPAs. Mr. Walters is also actively involved in several philanthropic activities among which are AngelFlight and ImproveCareNow. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Trust and Investment Committee. In addition, he is an advisory member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T, and Wilmington Trust Company, a subsidiary of M&T Bank. Experience, Skills and Qualifications Mr. Walters brings substantial banking and financial services industry expertise. He has extensive executive and management experience gained through his leadership roles at various financial institutions. Mr. Walters holds a Bachelor of Science in Accounting from the University of Southern California. |

  35. NOMINEES FOR DIRECTOR

    | HERBERT L. WASHINGTON | | | Audit Committee Member Compensation and Human Capital Committee Member Director since 1996 | Mr. Washington, age 73, is President of H.L.W. Fast Track, Inc., a fast-food restaurant enterprise located in Youngstown, Ohio, which owned and operated McDonald’s franchises in Ohio and Pennsylvania from 1980 to 2022. He is a director of the Youngstown Ohio Chamber of Commerce and of the Big Ten Athletic Advisory Committee. Mr. Washington was appointed as a director of the Federal Reserve Bank of New York for a three-year term in 1993. He served as Chairman of the Federal Reserve Bank of New York, Buffalo Branch Board from 1992 to 1993. Mr. Washington is a member of the Audit Committee and Compensation and Human Capital Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Mr. Washington brings extensive business acumen, valuable entrepreneurial skills as well as human capital, corporate governance and financial regulation experience. He holds a Bachelor of Arts in Education from Michigan State University. |

  36. NOMINEES FOR DIRECTOR

    | | 17 |

  37. Director Compensation

    Director Compensation The compensation program for our non-employee directors aims to compensate directors in a competitive range compared to peer financial institutions, commensurate with the significant amount of time, effort and expertise required to fulfill director duties. The program also aims to align the interests of our directors with M&T’s shareholders through the award of an annual Board equity retainer. The director compensation structure provides annual compensation to directors approximately 50 percent in equity and 50 percent in cash (depending upon committee participation) through an annual Board equity retainer and an annual Board cash retainer, as well as annual committee cash retainers for service on Board committees. There are no per meeting fees. Equity Award. The annual Board equity retainer component is granted in the form of restricted stock units having a grant date fair value of $130,000 for the lead independent director and of $120,000 for each other non-employee director. For 2023, the restricted stock units were awarded in April 2023, vest on the one-year anniversary of the grant date, and have such other terms as provided in a Directors’ Restricted Stock Unit Award Agreement and under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, as amended and restated (the “2019 Equity Plan”). Cash Fees. Under the annual Board cash retainer component, a cash retainer of $100,000 is paid to the lead independent director and a cash retainer of $90,000 is paid to each other non-employee director. Committee Fees. The following annual cash retainers are also paid to the members of the committees of the Board:

  38. Director Compensation

    | • | An annual cash retainer of $40,000 is paid to the Chair of the Audit Committee, and an annual cash retainer of $20,000 is paid to each other member of the Audit Committee. |

  39. Director Compensation

    | • | An annual cash retainer of $25,000 is paid to the Chair of the C&HC Committee and an annual cash retainer of $15,000 is paid to each other member of the C&HC Committee. |

  40. Director Compensation

    | • | An annual cash retainer of $25,000 is paid to the Chair of the Executive Committee, and an annual cash retainer of $15,000 is paid to each other member of the Executive Committee (including directors who serve on the Executive Committee of M&T’s subsidiary, M&T Bank). |

  41. Director Compensation

    | • | An annual cash retainer of $25,000 is paid to the Chair of the N&G Committee and an annual cash retainer of $15,000 is paid to each other member of the N&G Committee. |

  42. Director Compensation

    | • | An annual cash retainer of $40,000 is paid to the Chair of the Risk Committee and an annual cash retainer of $25,000 is paid to each other member of the Risk Committee. |

  43. Director Compensation

    In addition, directors who also serve as members of M&T Bank’s Trust and Investment Committee are paid an annual cash retainer of $12,000, with the Chair paid an annual cash retainer of $15,000. The annual Board and committee cash retainers are paid in quarterly installments, with quarterly payments paid in arrears at the beginning of each calendar quarter for service during the prior quarter. Directors who are salaried officers of M&T or its subsidiaries do not receive any compensation for their service as directors.

  44. Director Compensation

    | 30 | |

  45. Director Compensation

    The following table sets forth the compensation of directors (who are not salaried officers of M&T or its subsidiaries) for fiscal year 2023.

  46. 2023 Director Compensation Table

    2023 Director Compensation Table

  47. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | John. P. Barnes | 115,000.00 | 120,013.20 | — | 235,013.20 | | Robert T. Brady | 140,000.00 | 130,077.20 | — | 270,077.20 | | Carlton J. Charles(4) | 135,000.00 | 120,013.20 | — | 255,013.20 | | Jane Chwick | 115,000.00 | 120,013.20 | — | 235,013.20 | | William F. Cruger, Jr. | 110,000.00 | 120,013.20 | — | 230,013.20 | | T. Jefferson Cunningham III | 110,000.00 | 124,069.20 | — | 234,069.20 | | Gary N. Geisel | 130,000.00 | 124,069.20 | — | 254,069.20 | | Leslie V. Godridge | 130,000.00 | 120,013.20 | — | 250,013.20 | | Richard H. Ledgett, Jr. | 130,000.00 | 120,013.20 | — | 250,013.20 | | Melinda R. Rich | 105,000.00 | 120,013.20 | — | 225,013.20 | | Robert E. Sadler, Jr. | 155,000.00 | 128,125.20 | — | 283,125.20 | | Denis J. Salamone | 145,000.00 | 120,013.20 | — | 265,013.20 | | John R. Scannell | 105,000.00 | 120,013.20 | — | 225,013.20 | | Rudina Seseri | 102,000.00 | 120,013.20 | — | 222,013.20 | | Kirk. W. Walters | 102,000.00 | 120,013.20 | — | 222,013.20 | | Herbert L. Washington | 125,000.00 | 120,013.20 | — | 245,013.20 |

  48. 2023 Director Compensation Table

    | (1) As described above the table, cash fees are paid in quarterly installments at the beginning of each calendar quarter for service the prior quarter. |

  49. 2023 Director Compensation Table

    | (2) The amounts in this column include the annual Board equity retainer granted in April 2023 under the compensation program for our non-employee directors, as described on the prior page. The annual Board equity retainer was granted under the 2019 Equity Plan and vests upon the one-year anniversary of the grant date. The grant date fair value of the annual Board equity retainer is based on the closing price of M&T common stock on the NYSE as of the grant date. Grants to directors for the annual Board equity retainer are rounded up to the next whole share. |

  50. 2023 Director Compensation Table

    | (3) For each of Messrs. Cunningham, Geisel and Sadler, the amount listed in this column also includes the grant date fair value of an annual equity award paid for such director’s service on an M&T Bank Regional Directors Advisory Council (each, a “DAC Award”), which is granted under the 2019 Equity Plan and is vested upon grant. The grant date fair value of each annual DAC Award granted in 2023 as included in the column is based on the closing price of M&T common stock on the NYSE as of the grant date and is as follows for each director: (i) $4,065 for Mr. Cunningham; (ii) $4,065 for Mr. Geisel; and (iii) $8,112 for Mr. Sadler. |

  51. 2023 Director Compensation Table

    | (4) Mr. Charles was elected to the Board in January 2023. For service in the first quarter of 2023, in addition to his quarterly cash retainer payment for such period, Mr. Charles received $30,000 in cash fees reflecting the prorated value of the equity retainer for such period. |

  52. M&T’s Executive Compensation Philosophy and Objectives

    | • | linking the size of individual equity awards to the NEO’s role, responsibilities and prior and anticipated future contributions, as well as to the performance of M&T; |

  53. M&T’s Executive Compensation Philosophy and Objectives

    | • | balancing growth with prudent risk taking, through the use of equity compensation with robust forfeiture provisions; |

  54. M&T’s Executive Compensation Philosophy and Objectives

    | • | assessing short-term performance and awarding variable compensation based on a balanced discretionary assessment of holistic bank and individual performance. |

  55. M&T’s Executive Compensation Philosophy and Objectives

    | What We Do: | What We Don’t Do: | | | ✓ Strong alignment between pay and performance | | Hedging or pledging of M&T securities (except in limited circumstances pursuant to prescribed policy) | | ✓ Discourage excessive risk taking through program design | | Repricing of stock options | | ✓ Maintain robust Stock Ownership & Retention Guidelines | | “Timing” of equity grants (i.e., instead we only grant long-term incentives on pre-determined dates) | | ✓ Retain an independent compensation consultant to advise and support the C&HC Committee in its role | | Tax gross-ups (other than in connection with relocation) | | ✓ Maintain a compensation forfeiture policy which subjects incentives to risk adjustments | | Pay dividends on unvested stock units or unearned performance units | | ✓ Review share utilization | | Grant excessive severance, pension or other benefits | | ✓ Annual risk assessment of incentive compensation plans | | Enter into employment contracts with our executives | | ✓ Routinely engage with shareholders | | | | ✓ Use a peer group to provide perspective on competitive pay levels | | |

  56. 2023 Say-on-Pay Vote and Shareholder Outreach

    | • | Continuing to emphasize the link between long-term company performance and executive compensation by issuing a significant proportion of NEO Long Term Incentive (“LTI”) in the form of Performance-Vested Stock Units (“PVSUs”), providing an increase in the proportion delivered in PVSUs for 2023 performance that were granted in 2024; and |

  57. Components of Executive Compensation

    | Compensation Element | Objective | Determination of Award Levels and Key Features | | Base Salary | • Provides fixed pay reflective of an executive’s role, responsibilities and individual performance | • Scope of the executive’s responsibilities • Experience • Internal and external comparison • Past and expected future performance • Peer compensation market data | | Short-Term: Cash Incentive (“STI”) | • Provides annual incentive opportunity generally reflective of overall bank and individual performance; considers both quantitative and qualitative performance • Quantitative – reflects balance between financial and risk performance • Qualitative – reflects progress towards key strategic initiatives and other individual performance factors | • Pool funded based on a percentage of operating income • Rewards NEOs based on: Ø Company performance as reflected by financial results (including key metrics such as net operating income, EPS, Efficiency Ratio, Return on Tangible Common Equity (ROTCE), Return on Tangible Assets (ROTA) and returns to shareholders)(1) Ø Achievement of annual performance objectives across all stakeholder groups (customers, communities, employees and regulators, including both financial and non-financial measures) Ø Risk management and adherence to risk appetite Ø Other key strategic initiatives for the year Ø Award values also consider peer compensation market data | | Long-Term: Equity-Based Incentive (“LTI”) | • Provides equity-based incentive opportunity generally reflective of overall bank and individual performance • Aligns rewards with sustained long-term performance and shareholder value • Provides a strong retention tool • Unearned/unvested awards subject to forfeiture | • Equity-based incentives awarded to NEOs in the form of performance-based stock unit awards and stock options • Performance-based stock unit awards key features: Ø Performance-Hurdled Stock Units (PHSUs) ¡ Vesting: Ratably at target over three years ¡ Performance Metric: Absolute ROTCE(1) Ø Performance-Vested Stock Unit Awards (PVSUs) ¡ Vesting: Cliff vest after a 3-year performance period with final payout ranging from 0%-150% of target based on performance ¡ Performance Metric: Absolute ROTCE and Relative ROTCE to peer group(1) ¡ Beginning with the 2024 grant, the Performance Metrics will also include Absolute and Relative ROTA(1) • Non-Qualified Stock Options (NQ Stock Options) key features: Ø Vesting: 3-year annual pro-rata Ø Option Term: 10 years • Initial award value is based on: Ø Roles/responsibilities and expected future contribution Ø Company and individual performance for the immediately preceding year Ø Consideration of peer compensation market data • Amount ultimately realized is based on: Ø Absolute company performance for the immediately preceding year relative to the business plan Ø Absolute and relative company performance over the 3-year period from date of grant Ø Long-term, sustained corporate performance and stock price |

  58. 2023 Performance Year Pay Mix

    2023 Performance Year Pay Mix Our executive compensation program provides for a market-competitive mix of base salary, short-term cash incentives (STI) and long-term equity-based incentives (LTI) that vest over time in alignment with our compensation philosophy and the objectives cited above. In light of the financial results cited above, the short-term incentive plan funding for the company was established at 90% of target, with target representing a fully funded market-competitive STI pool. Executive performance scorecards were introduced for 2023 performance year and serve to provide more structure around our performance-guided discretionary variable compensation program, specifically with respect to short-term incentive awards. The executive performance scorecards consider overall bank performance, in addition to the performance of the business unit(s) or functional area(s) led by each NEO and their individual contributions predominantly with respect to risk management, leadership and talent development. As a result of the executive performance scorecard review, short-term incentives were increased for some NEOs and decreased for others. For continued retention and shareholder alignment, LTI awards for NEOs were maintained at 2022 performance year levels or increased modestly to better reflect market competitiveness. The charts below represent the 2023 performance year total compensation pay mix of our CEO and the average of our other NEOs. For purposes of this and other “performance year” disclosures in this CD&A, compensation for the “performance year” consists of (i) annual base salary as of the end of the performance year, (ii) STI paid in the following year for the prior year’s performance, and (iii) the LTI award (target value) granted in the following year for the prior year’s performance and in consideration of anticipated future contributions. The LTI award is comprised of PHSUs, PVSUs and NQ Stock Options. This view differs from the disclosure in the 2023 Summary Compensation Table (“SCT”) set forth in the “Executive Compensation” section beginning on page 65 below, in that the LTI awards disclosed in the SCT reflect equity awards granted during 2023 for the prior performance year (i.e., 2022 performance). We prefer the performance year view as this is how we (and many of our peer companies) tend to view executive compensation. The charts below show the 2023 performance year pay mix for our CEO and the average for our other NEOs, of which 88% of pay is “at risk” for Mr. Jones and, on average, 83% of pay is “at risk” for our other NEOs.

  59. 2023 Performance Year Pay Mix

    | | *Excludes one NEO (Ms. Meister) who was not granted an LTI award in 2024 in light of her upcoming transition to a consulting role. See page 60 below. |

  60. Role of the C&HC Committee

    Role of the C&HC Committee The C&HC Committee is responsible for determining M&T’s compensation philosophy and objectives, as well as compensation of the executive officers (including the NEOs) and reporting such determinations to the full Board. As discussed below, in determining the amount and mix of compensation to be paid to each NEO, the C&HC Committee reviews the compensation levels of the NEOs relative to a group of commercial banking peers that are similar in size and business mix (the “peer group”). As part of this review, the C&HC Committee also considers the financial performance of M&T relative to the peer group, as well as certain other factors, including M&T’s stock price performance and relative shareholder returns, compensation mix philosophy, risk management, and individual and corporate performance. The C&HC Committee’s responsibilities include:

  61. Role of the C&HC Committee

    | • | annually reviewing and approving the base salaries, annual incentive opportunities and overall TDC of the NEOs and other Section 16 executive officers; and |

  62. Role of the C&HC Committee

    | • | annually reviewing and approving equity award opportunities of the NEOs. |

  63. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In 2023, the C&HC Committee continued to retain McLagan, which is part of the Human Capital Solutions practice at Aon plc, to provide executive compensation consulting services. McLagan’s role is to provide analysis and advice to the C&HC Committee regarding the amount and form of executive compensation, attend C&HC Committee meetings, as requested, and advise the C&HC Committee on executive compensation levels, market trends, regulatory issues and other developments that may impact

  64. Role of Independent Compensation Consultant

    | 44 | |

  65. Role of Independent Compensation Consultant

    M&T’s executive compensation programs. In 2023, McLagan performed the following services for the C&HC Committee:

  66. Role of Independent Compensation Consultant

    | • | recommended the peer group used as a reference for compensation decisions for the NEOs; |

  67. Role of Independent Compensation Consultant

    | • | conducted detailed market analyses on executive and director compensation relative to our peer group, including all elements of TDC, and advised on general industry pay practices; |

  68. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on contemporary pay practices to create executive compensation opportunities that align more closely with M&T’s strategic objectives and long-term performance; |

  69. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on market competitive base salaries, annual cash incentives and long-term incentives for NEOs; and |

  70. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on regulatory issues. |

  71. Role of Independent Compensation Consultant

    The fees for these services totaled $304,698. McLagan/Aon also provided $305,299 in additional compensation survey/advisory services to management during 2023. Management engaged McLagan/Aon for these services after consultation with the C&HC Committee. Based on an assessment of SEC and NYSE factors, the C&HC Committee determined that McLagan was independent and that engagement of McLagan did not present any conflicts of interest. McLagan also determined that it was independent from our management and confirmed this in a written statement delivered to the C&HC Committee.

  72. Peer Group

    Peer Group On an annual basis, the C&HC Committee, with the assistance of McLagan, makes decisions about compensation levels for each of the NEOs with reference to the compensation peer group—a group of commercial banking institutions of similar business makeup, size and geographic reach. For the 2023 year-end compensation review, M&T continued the practice of having the same peer group for both compensation (used as a reference for compensation levels for NEOs) and financial (used as a reference for our financial performance) comparison. The eleven commercial banking companies listed below were identified by selecting a group of U.S.-based commercial bank holding companies generally having assets or market capitalization within a reasonable range of M&T and excluded those that had a significantly dissimilar business mix, or had a substantial international presence. The 2023 peer group is unchanged from 2022:

  73. 2023 Peer Group (size statistics as of June 30, 2023)

    2023 Peer Group (size statistics as of June 30, 2023)

  74. 2023 Peer Group (size statistics as of June 30, 2023)

    | Peer | Market Cap (in Millions) | Assets (in Millions) | | U.S. Bancorp (USB) | 50,649 | 680,825 | | PNC Financial Services Group, Inc (PNC) | 50,128 | 558,207 | | Truist Financial Corporation (TFC) | 40,425 | 554,549 | | M&T (MTB) | 20,531 | 207,672 | | Percent Rank | 71% | 60% | | Fifth Third Bancorp (FITB) | 17,845 | 207,276 | | Regions Financial Corporation (RF) | 16,721 | 155,656 | | Huntington Bancshares Incorporated (HBAN) | 15,608 | 188,505 | | Citizens Financial Group, Inc. (CFG) | 12,380 | 223,066 | | KeyCorp (KEY) | 8,646 | 195,037 | | First Horizon National Corporation (FHN) | 6,296 | 85,071 | | Comerica Incorporated (CMA) | 5,579 | 90,761 | | Zions Bancorporation (ZION) | 3,979 | 87,230 | | Median (excluding M&T) | 15,608 | 195,037 |

  75. 2023 Peer Group (size statistics as of June 30, 2023)

    | | 45 |

  76. Process for Determining 2023 NEO Compensation

    One of the key components of our executive compensation program is tying pay to company performance. At the beginning of each year, bank-wide and business unit/function specific performance goals are established, as are other goals related to our strategic imperatives. At the end of the year, the C&HC Committee compares these expectations to actual results for M&T and each NEO. We evaluate corporate performance by using a diverse set of performance metrics to ensure that no single measure can disproportionately impact compensation. Our performance is evaluated against internal expectations and our operating plan for the year and is balanced with a relative performance evaluation by comparing our results to those of the peer group. STI and Executive Performance Scorecards. To further ensure a strong alignment between performance and compensation determinations (specifically STI awards), executive performance scorecards were developed and introduced for each of the NEOs for performance year 2023. The executive performance scorecards provide a consistent framework to measure company, business unit/function and individual performance against established quantitative and qualitative metrics. In addition, all performance is reviewed in the context of the company’s and the business unit/functional area’s risk appetite. The CRO provides a bankwide and business unit/function specific risk adherence score that was taken into consideration when finalizing performance ratings and the resulting STI awards.

  77. 2023 NEO Compensation Elements

    Variable Compensation. M&T maintains a performance-guided discretionary approach to its incentive programs. While we aim to deliver TDC in a competitive range around the median of the market for our peer group, we do not use formulas for determining performance year incentives. Instead, individual target award levels are derived using various factors including competitive market pay ranges, time in job and strategic importance of a given role to the organization. As described above, the C&HC Committee performs a holistic, balanced performance assessment of company, business unit/function and individual performance that considers quantitative and qualitative factors, market compensation levels by role, and internal equity. The introduction of executive performance scorecards in 2023 further strengthened the link between company, business unit/function and individual performance and compensation determinations. These executive performance scorecards provide a framework to assess performance across the various positions each NEO holds and provides additional structure to apply rigor around incentive compensation recommendations. Results of the executive performance scorecards were presented to the C&HC Committee and were reviewed in conjunction with written performance appraisals to provide a holistic view of each NEO’s performance. Additional support was provided from the CRO in assessing the risk adherence for each business unit/function. Consequently, the C&HC Committee considered the following factors in making the award determinations in January 2024 for 2023 performance:

  78. 2023 NEO Compensation Elements

    | • | the performance of M&T during 2023 relative to its operating plan and relative to the financial peer group; |

  79. 2023 NEO Compensation Elements

    | • | compensation peer group market data for the roles occupied by each of the NEOs. |

  80. 2023 NEO Compensation Elements

    | Named Executive Officer | 2023 STI ($) | Percentage Change from 2022 STI | | René F. Jones | 2,150,000 | -10% | | Daryl N. Bible | 750,000 | n/a | | Darren J. King | 1,350,000 | 23% | | Kevin J. Pearson | 1,300,000 | -13% | | Christopher E. Kay | 950,000 | -5% | | Doris P. Meister | 750,000 | -21% |

  81. 2023 NEO Compensation Elements

    Long-term (Equity-based) Incentive Compensation. Consistent with our philosophy of linking compensation to M&T’s performance for the continued alignment with M&T’s shareholders, a substantial portion (60% to 71%) of 2022 performance year variable compensation was awarded to NEOs through LTI grants in January 2023 under the 2019 Equity Plan, excluding Mr. Bible, as he was not employed at the time of the 2023 LTI grant. The C&HC Committee established the LTI compensation mix to maximize shareholder value and tie the NEOs’ compensation to M&T’s long-term performance. The NEO LTI mix awarded in January 2023 based upon 2022 performance was 40% Performance Hurdled Stock Units (PHSUs), 40% Performance Vested Stock Units (PVSUs) and 20% Non-Qualified Stock Options (NQ Stock Options or stock options). All of the LTI awards are fully at risk as stock options are worthless without stock appreciation and the PHSUs are subject to annual performance hurdles with no downside protection (i.e., they vest at target or not at all). Going forward, M&T will continue to monitor, evaluate, and modify this program as deemed necessary to ensure continued evolution in line with our business strategy and compensation philosophy. The C&HC Committee determined the dollar value of the LTI awards to be made to the NEOs at its meeting in January 2023. Following that meeting, the 2022 performance year equity awards were granted on January 31, 2023. In light of a gap to competitive market positioning, the C&HC Committee determined that an increase in the dollar value of the LTI awards to be awarded for 2022 performance was warranted for all NEOs.

  82. 2023 NEO Compensation Elements

    | Named Executive Officer(1) | 2022 Performance Year LTI Awards (2023 Grant) ($) | 2022 Performance Year Options (20%) ($) | 2022 Performance Year PHSUs (40%) ($) | 2022 Performance Year PVSUs (40%) ($) | | René F. Jones | 6,000,000 | 1,200,000 | 2,400,000 | 2,400,000 | | Darren J. King | 2,000,000 | 400,000 | 800,000 | 800,000 | | Kevin J. Pearson | 2,500,000 | 500,000 | 1,000,000 | 1,000,000 | | Christopher E. Kay | 1,475,000 | 295,000 | 590,000 | 590,000 | | Doris P. Meister | 1,750,000 | 350,000 | 700,000 | 700,000 |

  83. 2023 NEO Compensation Elements

    | PVSU Performance Metrics(1) | Absolute ROTCE | Payout | Relative ROTCE | Payout(2) | | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥17% | 150% | N/A | 150% | | Performance between these two Absolute ROTCE levels is assessed relative to the peer group | 5% to < 17% | Payout by relative ROTCE Scale | >75th %’ile 50th %’ile 25th %’ile <25th %’ile | 150% 100% 75% 50% | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 5% | 0% | N/A | 0% |

  84. 2023 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on straight-line interpolation. |

  85. 2023 NEO Compensation Elements

    | (2) Earned PVSUs includes payout of underlying Dividend Equivalent Units (DEUs). The DEUs are also subject to the same earnout percentage of 150% as approved by the C&HC Committee. The earned DEUs for the NEOs are as follows: Mr. Jones 2,033, Mr. King 667, Mr. Pearson 1,106 and Ms. Meister 554. |

  86. 2023 NEO Compensation Elements

    Stock Options. M&T also awards a portion of the 2022 performance year LTI awards in the form of stock options. Stock options align our NEOs’ interests with those of shareholders by providing value only if M&T’s stock price increases from the date that the stock option is granted. In addition, the vesting schedule for the stock options promotes retention of our NEOs. The stock option awards granted to the NEOs in January 2023 for 2022 performance vest ratably over three years. Stock options create close alignment with shareholder experience, and due to their ten-year term, support M&T’s business strategy and compensation philosophy by providing a link to long-term business objectives and sustained long-term value creation. 2024 Long-Term Incentive Grant. Each year the C&HC Committee evaluates the LTI mix to maintain competitiveness, drive appropriate behaviors and align the interests of our executives with M&T’s long-term performance. To further strengthen the link between company performance and executive compensation, in 2023 the C&HC Committee increased the percentage of the award granted in the form of PVSUs and decreased the other two vehicles. The NEO LTI mix awarded in January 2024 based upon 2023 performance was:

  87. 2023 NEO Compensation Elements

    | • | 15% Non-Qualified Stock Options |

  88. 2023 NEO Compensation Elements

    | Named Executive Officer(1) | 2023 Performance Year LTI Awards (2024 Grant) ($) | Percentage Change from 2022 Performance Year LTI | 2023 Performance Year Options (15%) ($) | 2023 Performance Year PHSUs (35%) ($) | 2023 Performance Year PVSUs (50%) ($) | | René F. Jones | 6,000,000 | 0% | 900,000 | 2,100,000 | 3,000,000 | | Daryl N. Bible | 2,125,000 | n/a | 318,750 | 743,750 | 1,062,500 | | Darren J. King | 2,200,000 | 10% | 330,000 | 770,000 | 1,100,000 | | Kevin J. Pearson | 2,500,000 | 0% | 375,000 | 875,000 | 1,250,000 | | Christopher E. Kay | 1,500,000 | 2% | 225,000 | 525,000 | 750,000 |

  89. 2023 NEO Compensation Elements

    | (1) Ms. Meister did not receive a 2024 LTI grant in light of her upcoming transition to a consulting role. |

  90. 2023 NEO Compensation Elements

    | | PVSU Performance Metric 1 | Absolute ROTCE | Payout | Relative ROTCE | Payout(2) | | Metric 1: ROTCE(1) 50% weighting | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥17% | 150% | N/A | 150% | | | Performance between these two Absolute ROTCE levels is assessed relative to the peer group | 5% to < 17% | Payout by relative ROTCE Scale | >75th %’ile 50th %’ile 25th %’ile <25th %’ile | 150% 100% 75% 50% | | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 5% | 0% | N/A | 0% |

  91. 2023 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on straight-line interpolation. |

  92. 2023 NEO Compensation Elements

    | | PVSU Performance Metric 2 | Absolute ROTA | Payout | Relative ROTA | Payout(2) | | Metric 2: ROTA(1) 50% weighting | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥1.25% | 150% | N/A | 150% | | | Performance between these two Absolute ROTA levels is assessed relative to the peer group | 0.35% to < 1.25% | Payout by relative ROTA Scale | >75th %’ile 50th %’ile 25th %’ile <25th %’ile | 150% 100% 75% 50% | | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 0.35% | 0% | N/A | 0% |

  93. 2023 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on straight-line interpolation. |

  94. Chairman and Chief Executive Officer

    | | Performance Year | | | | 2022 | 2023 | | Salary | $1,000,000 | $1,100,000 | | STI Payout | $2,400,000 | $2,150,000 | | NQ Stock Options | $1,200,000 | $900,000 | | PHSUs(1) | $2,400,000 | $2,100,000 | | PVSUs(2) | $2,400,000 | $3,000,000 | | LTI Grant | $6,000,000 | $6,000,000 | | Total Direct Compensation | $9,400,000 | $9,250,000 |

  95. Linking 2023 CEO Pay Elements to Performance

    | • | Over 65% of variable pay is equity-based deferred LTI subject to multi-year vesting and forfeiture to align shareholder and executive interests |

  96. Linking 2023 CEO Pay Elements to Performance

    | • | NQ Stock Options vest ratably over three years and provide value only if M&T’s stock price increases from the date that the options are granted |

  97. Senior Executive Vice President and Chief Financial Officer

    | In addition to the 2023 performance year compensation that was delivered to Mr. Bible, upon his joining of M&T, Mr. Bible received a cash bonus of $500,000 (less taxes) which will be forfeitable by Mr. Bible should he separate from M&T within one year, and an award of restricted stock units valued at $2,500,000, which will vest ratably over three years subject to continued employment. | Having joined in June 2023 and served as CFO for the second half of 2023, Mr. Bible brought experienced leadership, guidance and insight into critical corporate performance measurements. Additionally, the C&HC Committee considered the following performance factors (among others discussed in this CD&A) in establishing Mr. Bible’s TDC: • Business results/shareholder return ¡ Diluted EPS was $15.79, up 37% from $11.53 in 2022 ¡ Operating EPS* was $16.08, up 12% from $14.42 in 2022 ¡ Return on Average Tangible Assets* was 1.42%, up from 1.35% in 2022 ¡ GAAP-basis net income totaled $2.74 billion, up from $1.99 billion in 2022 ¡ Increased quarterly common stock dividend per share 8% during 2023 from $1.20 to $1.30, representing the 7th year of consecutive increases ¡ Notwithstanding strong performance relative to peer group, performance on diluted net operating earnings per common share, net operating return on average tangible assets, and net operating return on average tangible common equity were below Operating Plan • Enhanced processes and communication ¡ Stood up quarterly regulatory meetings and deepened representation to improve outreach ¡ Improved resource allocation and governance of key enterprise initiatives • Finance modernization ¡ Brought in experienced talent to accelerate transformation ¡ Worked with Technology and Operations to drive agile ways of working ¡ Enhanced Data Governance Framework, including automation of data risk and controls • Risk Management ¡ Collaborated with Risk and Line of Businesses to formulate a balanced strategy and targeted objectives for CRE concentration changes * See “Supplemental Reporting of Non-GAAP Results of Operations” in the 2023 Form 10-K for a reconciliation GAAP amounts with these corresponding non-GAAP amounts |

  98. Senior Executive Vice President and Chief Financial Officer

    | | Performance Year(1) | | | | Target Comp 2023 | Actual Comp 2023(2) | | Salary | $740,000 | $418,385 | | STI Payout | $1,200,000 | $750,000 | | NQ Stock Options | $318,750 | $318,750 | | PHSUs(3) | $743,750 | $743,750 | | PVSUs(4) | $1,062,500 | $1,062,500 | | LTI Grant | $2,125,000 | $2,125,000 | | Total Direct Compensation | $4,065,000 | $3,293,385 |

  99. Senior Executive Vice President and Co-Head of Businesses

    | | Performance Year | | | | 2022 | 2023 | | Salary | $685,000 | $700,000 | | STI Payout | $1,100,000 | $1,350,000 | | NQ Stock Options | $400,000 | $330,000 | | PHSUs(1) | $800,000 | $770,000 | | PVSUs(2) | $800,000 | $1,100,000 | | LTI Grant | $2,000,000 | $2,200,000 | | Total Direct Compensation | $3,785,000 | $4,250,000 |

  100. Vice Chairman and Co-Head of Businesses

    | | Performance Year | | | | 2022 | 2023 | | Salary | $775,000 | $775,000 | | STI Payout | $1,500,000 | $1,300,000 | | NQ Stock Options | $500,000 | $375,000 | | PHSUs(1) | $1,000,000 | $875,000 | | PVSUs(2) | $1,000,000 | $1,250,000 | | LTI Grant | $2,500,000 | $2,500,000 | | Total Direct Compensation | $4,775,000 | $4,575,000 |

  101. Senior Executive Vice President and Head of Enterprise Platforms

    | | Performance Year | | | | 2022 | 2023 | | Salary | $725,000 | $725,000 | | STI Payout | $1,000,000 | $950,000 | | NQ Stock Options | $295,000 | $225,000 | | PHSUs(1) | $590,000 | $525,000 | | PVSUs(2) | $590,000 | $750,000 | | LTI Grant | $1,475,000 | $1,500,000 | | Total Direct Compensation | $3,200,000 | $3,175,000 |

  102. Senior Executive Vice President and Head of Wealth Management

    | | Performance Year | | | 2023(1) | | Salary | $800,000 | | STI Payout | $750,000 | | LTI Grant(2) | $0 | | Total Direct Compensation | $1,550,000 |

  103. Senior Executive Vice President and Head of Wealth Management

    (1) Ms. Meister’s 2022 Performance Compensation is not listed as she was not an NEO for 2022. (2) Ms. Meister did not receive an LTI grant in 2024 in light of her upcoming transition to a consulting role as described below. Ms. Meister’s Retirement and Consulting Agreement. On February 9, 2024, M&T and Ms. Meister entered into a Retirement and Consulting Agreement (the “Agreement”) in connection with Ms. Meister’s transition to a consulting role with the company, which will be effective on or about May 31, 2024. In order to ensure a smooth and effective transition of leadership of our wealth management business, pursuant to the Agreement, Ms. Meister will provide consulting services for a period of 24 months from Ms. Meister’s last day of employment. As consideration for her provision of consulting services, Ms. Meister will receive subject to her execution and non-revocation of the Agreement (including a general release therein), as well as her compliance with non-solicitation and non-compete covenants, a monthly consulting fee of $101,666.66. Ms. Meister’s outstanding equity awards will vest pursuant to the existing terms of her award agreements with respect to retirement eligibility as follows: (i) all vesting restrictions on outstanding PHSU awards will lapse; (ii) outstanding PVSU awards remain subject to the company’s actual performance and will be paid on the original schedule for such awards after the applicable performance, and (iii) all NQ Stock Options continue to vest pursuant to their original schedule and the exercise period ends on the earlier of 4 years following retirement or the original 10 year expiration date. In light of her upcoming shift to a consulting role, Ms. Meister did not receive an LTI award in 2024.

  104. Retirement and Other Benefits

    Retirement and Other Benefits M&T maintains two tax-qualified retirement plans for its employees, one a defined benefit plan and the other a defined contribution plan. Mr. Pearson participates in the defined benefit plan and continues to receive benefit accruals. Messrs. Jones and King elected to have their benefits accrued under the defined contribution plan. This election was made pursuant to a one-time election that was offered to all participants in the defined benefit plan in late 2005 to either (i) remain an active participant in the defined benefit plan and earn future benefits under a new reduced benefit formula or (ii) retain the frozen benefit in the defined benefit plan and earn future benefits under a new defined contribution plan formula beginning January 1, 2006. Ms. Meister and Messrs. Kay and Bible are not eligible to participate in the defined benefit plan and are participants in the defined contribution plan. In addition, M&T maintains nonqualified defined benefit and defined contribution retirement plans to supplement retirement benefits for the NEOs in order to make up for benefits that cannot be provided in the qualified plans due to Internal Revenue Code limits; however, compensation recognized for the purpose of these plans is capped at two times the annual Internal Revenue Code Section 401(a)(17) limit. The nonqualified plans are not funded, except as benefits are actually paid to executive officers upon retirement or such other date elected by the executive. Additional information regarding these retirement plans and arrangements is provided in the sections titled “Pension Benefits” and “Nonqualified Deferred Compensation.” M&T does not provide the NEOs with severance packages beyond what is provided to employees of M&T, generally. Consequently, the NEOs have historically participated in the M&T Bank Corporation Employee Severance Pay Plan (“Severance Pay Plan”), which provides for post-employment severance payments that are tiered based upon an employee’s position and years of service, and the continuation of certain employee benefits. Upon a “Qualifying Event” (defined in the Severance Pay Plan as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position), a NEO would be entitled to benefits under the Severance Pay Plan. Other than benefits that are generally available to our employees, M&T does not maintain any individual executive severance or change in control arrangements. M&T’s compensation plans do not contain payments or benefits to NEOs that are specifically triggered by a change in control, except that the 2019 Equity Plan provides that, upon a change in control, all employees, including the NEOs, would become fully vested in any outstanding awards that were not already vested. M&T has elected to provide such acceleration because of a belief that the principal purpose of providing executive officers and other employees with equity incentives is to align their interests with those of M&T’s shareholders and that this alignment should be enhanced, not weakened, in the context of a change in control. Accelerating the vesting of equity-based compensation upon a change in control allows our employees the same opportunity as other shareholders to sell shares freely following the completion of the transaction and realize the economic benefits of such transaction, without forcing them to be exposed to the post-closing performance of the acquirer. More information regarding severance benefits and the impact of a change in control can be found later in the “Potential Payments Upon Termination or Change in Control” section. Perquisites. Generally, M&T provides limited perquisites to its NEOs. The perquisites that are provided are designed to assist NEOs in being productive and are limited to those that management and the C&HC Committee believe are consistent with M&T’s overall compensation philosophy. Given the importance of developing business relationships for M&T’s success, the NEOs are generally reimbursed for certain initiation fees and dues they incur for club memberships deemed advisable for business purposes, tax preparation, parking, meals and executive physical examinations.

  105. Sound Compensation and Governance Practices and Policies

    M&T requires its executive officers to achieve the targeted stock ownership levels within five years of first becoming subject to the guidelines. Once the ownership threshold is met, executives are expected to maintain the required ownership amount as long as they are subject to the guidelines. Shares counted towards these guidelines include any shares held by the executive directly or through a broker, shares held through employee benefit plans, and shares held as restricted stock units or restricted stock awards, whether vested or unvested. Unvested PVSUs and unexercised stock options do not count as shares held by the executive for purposes of the guidelines. If an executive officer fails to meet the requirements of this policy, the individual must hold 50% of all shares acquired from the settlement of equity awards, net of shares withheld for taxes or payment of exercise price, if applicable, until the executive meets the ownership threshold. Pursuant to the Stock Ownership Guidelines, the C&HC Committee reviews compliance with the Stock Ownership Guidelines on an annual basis. As of February 14, 2024, all executive officers are in compliance with the Stock Ownership Guidelines. Members of the Board are also required to own M&T common stock with a value equal to five times their annual cash retainer and are expected to meet this ownership guideline by the fifth anniversary of his or her initial election to the Board. Directors who receive no personal compensation for their service are not subject to this guideline. As of February 14, 2024, all directors are in compliance with the director stock ownership guidelines. Anti-Hedging and Anti-Pledging Policies. M&T’s Insider Trading Policy prohibits all employees from engaging in any hedging transactions or any form of short-term trading with respect to M&T securities. The Insider Trading Policy also prohibits executive officers from pledging M&T securities, except in limited circumstances. None of our NEOs pledged any M&T securities in 2023. For more information regarding the anti-hedging and anti-pledging policies, see “M&T Bank Corporation Insider Trading Policy” further above in this proxy statement. Clawback and Forfeiture Policies. M&T has a Forfeiture Policy that sets forth the circumstances under which the C&HC Committee may cause a downward adjustment in current year compensation as well as cause all or part of unvested equity awards to be canceled. Such circumstances include, but are not limited to, action or inaction on the part of an employee that results in a significant loss event (either to M&T as a whole or to a significant business line), a restatement of the financial statements due to material noncompliance with applicable financial reporting requirements, or a violation of M&T’s risk policies or procedures.

  106. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  107. 2023 Summary Compensation Table

    | Name and Principal Position | Yr. | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non- Equity In- centive Plan Comp. ($) | Change in Pension Value and Non- Qualified Deferred Comp. Earnings(2) ($) | All Other Comp.(3),(4) ($) | Total ($) | | René F. Jones | 2023 | 1,100,000 | 2,150,000 | 4,800,120 | 1,200,010 | — | 11,982 | 123,445 | 9,385,557 | | Chairman & | 2022 | 1,000,000 | 2,400,000 | 4,240,259 | 1,060,019 | — | — | 115,429 | 8,815,707 | | Chief Executive Officer | 2021 | 1,000,000 | 1,500,000 | 3,400,240 | 850,016 | — | — | 117,918 | 6,868,174 | | Daryl N. Bible | 2023 | 418,385 | 750,000 | 2,500,137 | — | — | — | 23,162 | 3,691,684 | | Senior Executive Vice President & | 2022 | — | — | — | — | — | — | — | — | | Chief Financial Officer | 2021 | — | — | — | — | — | — | — | — | | Darren J. King | 2023 | 700,000 | 1,350,000 | 1,600,248 | 400,035 | — | 3,952 | 103,392 | 4,157,627 | | Senior Executive Vice President & | 2022 | 685,000 | 1,100,000 | 1,120,110 | 280,038 | — | — | 92,599 | 3,277,747 | | Co-Head of Businesses (Former Chief Financial Officer) | 2021 | 685,000 | 815,000 | 1,116,192 | 279,007 | — | — | 89,524 | 2,984,723 | | Kevin J. Pearson | 2023 | 775,000 | 1,300,000 | 2,000,232 | 500,020 | — | 163,129 | 68,719 | 4,807,100 | | Vice Chairman & | 2022 | 775,000 | 1,500,000 | 1,920,092 | 480,006 | — | — | 57,979 | 4,733,077 | | Co-Head of Businesses | 2021 | 765,000 | 1,000,000 | 1,849,811 | 462,417 | — | 85,753 | 64,624 | 4,227,604 | | Christopher E. Kay | 2023 | 725,000 | 950,000 | 1,180,296 | 295,044 | — | — | 71,608 | 3,221,948 | | Senior Executive Vice President & | 2022 | 725,000 | 1,000,000 | 1,040,163 | 260,009 | — | — | 61,015 | 3,086,187 | | Head of Enterprise Platforms | 2021 | — | — | — | — | — | — | — | — | | Doris P. Meister | 2023 | 800,000 | 750,000 | 1,400,256 | 350,019 | — | — | 84,875 | 3,385,150 | | Senior Executive Vice President & | 2022 | 800,000 | 950,000 | 928,202 | 232,042 | — | — | 18,586 | 2,928,831 | | Head of Wealth Management | 2021 | 800,000 | 740,000 | 928,085 | 232,021 | — | — | 67,776 | 2,767,881 |

  108. 2023 Summary Compensation Table

    | (1) The amounts indicated represent the aggregate grant date fair value of equity awards granted to each of the NEOs. The grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). |

  109. 2023 Summary Compensation Table

    | The grant date fair value of stock awards for 2023 reflected in this column is based on the closing price of M&T common stock on January 31, 2023, or $156.00. These amounts were calculated in accordance with applicable accounting guidance (i.e., at target for PVSUs awarded in 2023). At the maximum level of performance, the value of the PVSUs awarded in 2023 would be: $3,600,168 for Mr. Jones; $1,200,264 for Mr. King; $1,500,252 for Mr. Pearson; $885,300 for Mr. Kay; and $1,050,192 for Ms. Meister. For Mr. Bible, this Stock Awards column reflects the sign-on grant of time-vested Restricted Stock Units, which were awarded at the time of his hire pursuant to our stock grant policy, the grant date fair value of which is based on the closing price of M&T common stock on July 31, 2023, or $139.86. |

  110. 2023 Summary Compensation Table

    | For purposes of determining the fair value of stock option awards, we use an option pricing model and the assumptions provided in the table below. M&T determines the dividend yield by dividing the current annual dividend on M&T’s common stock by the option exercise price. A historical weekly measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. Expected life is determined by reference to the M&T’s historical experience. |

  111. 2023 Summary Compensation Table

    | Dividend Yield | 3.08% | | Volatility | 33.83 | | Risk-Free Interest Rate | 3.61% | | Expected Life (Years) | 6.50 |

  112. 2023 Summary Compensation Table

    | (2) This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under the M&T Bank Corporation Pension Plan (“Qualified Pension Plan”) and M&T Bank Corporation Supplemental Pension Plan (“Supplemental Pension Plan”). In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit plans for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect the negative amount. The assumptions used to calculate the present value of accumulated benefits are the same as those used for Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation-Retirement Benefits (“FASB ASC Topic 715”) financial statement disclosure purposes, except that no pre-retirement decrements are assumed. The present value of accrued benefits as of December 31, 2023 is calculated assuming the executive commences his or her accrued benefit earned through December 31, 2023 at normal retirement age. See Note 13 to the Financial Statements of M&T Bank Corporation in our Annual Report on Form 10-K, which was filed with the SEC on February 21, 2024. |

  113. 2023 Summary Compensation Table

    | Normal retirement age is age 65 for all participants. It is assumed that the participants will elect the single life annuity form. |

  114. 2023 Summary Compensation Table

    | | 65 |

  115. 2023 Summary Compensation Table

    | (3) This column includes information from the following table for each NEO in 2023: |

  116. 2023 Summary Compensation Table

    | Name | Retirement Savings Plan ($) | Leadership Retirement Savings Plan ($) | Qualified Retirement Accumulation Account ($) | Leadership Retirement Accumulation Account ($) | Qualified Discretionary Employer Contribution ($) | Term Life Insurance Premiums ($) | | René F. Jones | 16,500 | 16,500 | 21,450 | 21,450 | — | 4,902 | | Daryl N. Bible | 2,846 | — | — | — | 1,025 | 1,782 | | Darren J. King | 16,500 | 16,500 | 16,500 | 16,500 | — | 1,242 | | Kevin J. Pearson | 16,500 | 16,500 | — | — | — | 7,524 | | Christopher E. Kay | 16,500 | 16,500 | 7,425 | 7,425 | — | 1,615 | | Doris P. Meister | 16,500 | 16,500 | 9,075 | 9,075 | — | 14,478 |

  117. 2023 Summary Compensation Table

    | (4) Perquisites provided to the NEOs in 2023 included the following (as indicted by “X”): |

  118. 2023 Summary Compensation Table

    | Name | Club Membership Dues & Expenses | Tax Preparation | Parking | Meals | Executive Physical | Relocation | | René F. Jones | X | X | X | X | X | | | Daryl N. Bible | | | | X | | X | | Darren J. King | X | X | X | X | | | | Kevin J. Pearson | | X | X | X | | | | Christopher E. Kay | | X | X | X | | | | Doris P. Meister | X | X | | X | | |

  119. 2023 Summary Compensation Table

    | No perquisites provided in 2023 exceeded the greater of $25,000 or 10% of the total perquisites provided to each NEO. |

  120. CEO Pay Ratio

    CEO Pay Ratio In accordance with the final rule issued under section 953(b) of the Dodd-Frank Act, companies, including M&T, are required to disclose the ratio of the total annual compensation of their CEO to that of their median employee. The SEC rules require disclosure of (i) the median of the annual total compensation of all employees of M&T, except the CEO; (ii) the annual total compensation of the CEO; and (iii) the ratio of the amount of annual total compensation of the CEO to the amount of the median annual total compensation of all employees of M&T. Because the SEC rules do not mandate a particular approach to determining the median employee, M&T has employed the following approach: As allowed under section 953(b), we have chosen to continue using the same median employee for purposes of this disclosure as was used in the proxy statement for the 2023 Annual Meeting of Shareholders. There has been no material change in our employee population that we believe would significantly impact this disclosure. Our median employee was identified by calculating the total cash compensation and equity awards granted within the twelve months prior to December 31, 2023 to all domestic employees, excluding the CEO, employed as of December 31, 2023, the last day of our fiscal year. The fixed compensation of our employees hired during the year was annualized. Additionally, non-U.S. employees account for 0.60% of M&T’s employees and therefore have been excluded under the de minimis exemption allowed by the rule. These non-U.S. employees being excluded are from Canada (9 employees), France (1 employee), the United Kingdom (77 employees), Germany (9 employees) and Ireland (37 employees).

  121. CEO Pay Ratio

    | Total non-U.S. employees: | 133 | | Total U.S. employees (not including CEO): | 22,089 |

  122. CEO Pay Ratio

    As calculated using the methodology required for the 2023 Summary Compensation Table, the annual total compensation of Mr. Jones was $9,385,557 and the annual total compensation of the median employee for the corresponding period was $84,682, which yields a ratio of 111 to 1.

  123. CEO Pay Ratio

    | 66 | |

  124. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2023.

  125. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  126. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | C&HC Committee Approval Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1)(2) (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under- lying Options(3) (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | René F. Jones | 1/31/2023 | 1/26/2023 | — | — | — | — | 15,385 | 23,078 | — | — | — | 2,400,060 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | 15,385 | — | — | — | — | 2,400,060 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | — | — | — | 25,168 | 156.00 | 1,200,010 | | Daryl N. Bible(4) | 7/31/2023 | 5/19/2023 | — | — | — | — | — | — | 17,876 | — | — | 2,500,137 | | Darren J. King | 1/31/2023 | 1/26/2023 | — | — | — | — | 5,129 | 7,694 | — | — | — | 800,124 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | 5,129 | — | — | — | — | 800,124 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | — | — | — | 8,390 | 156.00 | 400,035 | | Kevin J. Pearson | 1/31/2023 | 1/26/2023 | — | — | — | — | 6,411 | 9,617 | — | — | — | 1,000,116 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | 6,411 | — | — | — | — | 1,000,116 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | — | — | — | 10,487 | 156.00 | 500,020 | | Christopher E. Kay | 1/31/2023 | 1/26/2023 | — | — | — | — | 3,783 | 5,675 | — | — | — | 590,148 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | 3,783 | — | — | — | — | 590,148 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | — | — | — | 6,188 | 156.00 | 295,044 | | Doris P. Meister | 1/31/2023 | 1/26/2023 | — | — | — | — | 4,488 | 6,732 | — | — | — | 700,128 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | 4,488 | — | — | — | — | 700,128 | | | 1/31/2023 | 1/26/2023 | — | — | — | — | — | — | — | 7,341 | 156.00 | 350,019 |

  127. 2023 Grants of Plan-Based Awards

    | (1) Vesting of the PVSU awards granted to the NEOs in 2023, which appears in the first row for each NEO (except for Mr. Bible), is scheduled to occur on a three-year cliff basis. The PVSUs are earned only to the extent M&T performance is achieved against a pre-established absolute and relative net operating ROTCE metric (“PVSU Performance Metric”) for the three-year performance period of 2023–2025, with performance certified by the C&HC Committee in the first quarter of 2026. Depending on the level of the PVSU Performance Metric achieved, the number of shares vesting will be a range between 0% to 150% of the initial award value and will include any accumulated reinvested dividend equivalent units. The awards issued allow for accelerated vesting at target in cases of death and disability, on a pro-rata basis for an involuntary termination without cause, or based on the greater of target or actual performance achieved in the case of a change in control. |

  128. 2023 Grants of Plan-Based Awards

    | (2) Vesting of the PHSU awards granted to the NEOs in 2023, which appears in the second row for each NEO (except for Mr. Bible), is scheduled to occur on a graduated basis with 33% vesting on January 31, 2024, an additional 33% vesting on January 31, 2025 and the remaining 34% vesting on January 31, 2026. Each vesting is contingent upon M&T achieving a pre-established net operating ROTCE metric (“PHSU Performance Hurdle”). Awards are only payable at the target level; if the PHSU Performance Hurdle is not satisfied for a given year, the portion of the stock award that is scheduled to vest on the vesting date immediately following that performance period will not vest and will be forfeited unless otherwise determined by the C&HC Committee. The awards allow for accelerated vesting in cases of death, disability, position elimination, retirement, or a change in control. |

  129. 2023 Grants of Plan-Based Awards

    | (3) Vesting of the stock option awards granted to the NEOs in 2023 is scheduled to occur on a graduated basis with 33% vesting on January 31, 2024, an additional 33% vesting on January 31, 2025 and the remaining 34% vesting on January 31, 2026. The awards expire 10 years from the grant date. The awards allow for accelerated vesting in cases of death, disability, or a change in control with an exercise period of one year from the date of termination (but not beyond 10 years from the date of grant). Upon retirement, the awards continue to vest according to the schedule noted above with an exercise period equal to the lesser of four years following the date of retirement or 10 years from the date of grant. |

  130. 2023 Grants of Plan-Based Awards

    | (4) The grant for Mr. Bible was delivered in Restricted Stock Units upon his employment and in accordance with the stock granting policy. The vesting is scheduled to occur on a graduated basis with 33% vesting on July 31, 2024, an additional 33% vesting on July 31, 2025 and the remaining 34% vesting on July 31, 2026. The Restricted Stock Units allow for accelerated vesting in cases of death, disability, retirement, position elimination, or change in control. |

  131. 2023 Grants of Plan-Based Awards

    | (5) The amounts indicated represent the aggregate grant date fair value of equity awards granted to each of the NEOs in 2023. The grant date fair values are calculated in accordance with FASB ASC Topic 718. |

  132. 2023 Grants of Plan-Based Awards

    | | 67 |

  133. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects the number and terms of stock option awards and stock awards outstanding as of December 31, 2023 for the NEOs.

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  135. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un- exercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3)(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | René F. Jones | 16,770 | — | — | 190.78 | 1/31/28 | — | — | — | — | | | 22,215 | — | — | 164.54 | 1/31/29 | — | — | — | — | | | 30,541 | — | — | 173.04 | 2/5/30 | — | — | — | — | | | 18,488 | 9,245 | — | 132.47 | 1/29/31 | — | — | — | — | | | 7,656 | 15,313 | — | 169.38 | 1/31/32 | — | — | — | — | | | — | 25,168 | — | 156.00 | 1/31/33 | 25,922 | 3,553,388 | 49,225 | 6,747,778 | | Daryl N. Bible(5) | — | — | — | — | — | 17,876 | 2,450,442 | — | — | | Darren J. King | 6,038 | — | — | 190.78 | 1/31/28 | — | — | — | — | | | 7,742 | — | — | 164.54 | 1/31/29 | — | — | — | — | | | 11,356 | — | — | 173.04 | 2/5/30 | — | — | — | — | | | 6,068 | 3,035 | — | 132.47 | 1/29/31 | — | — | — | — | | | 2,022 | 4,046 | — | 169.38 | 1/31/32 | — | — | — | — | | | — | 8,390 | — | 156.00 | 1/31/33 | 8,188 | 1,122,411 | 14,667 | 2,010,595 | | Kevin J. Pearson | 10,062 | — | — | 190.78 | 1/31/28 | — | — | — | — | | | 13,296 | — | — | 164.54 | 1/31/29 | — | — | — | — | | | 18,540 | — | — | 173.04 | 2/5/30 | — | — | — | — | | | 10,058 | 5,029 | — | 132.47 | 1/29/31 | — | — | — | — | | | 3,467 | 6,934 | — | 169.38 | 1/31/32 | — | — | — | — | | | — | 10,487 | — | 156.00 | 1/31/33 | 11,574 | 1,586,564 | 21,422 | 2,936,545 | | Christopher E. Kay | 1,878 | 3,756 | — | 169.38 | 1/31/32 | — | — | — | — | | | — | 6,188 | — | 156.00 | 1/31/33 | 7,207 | 987,936 | 12,089 | 1,657,179 | | Doris P. Meister | 6,708 | — | — | 190.78 | 1/31/28 | — | — | — | — | | | 7,984 | — | — | 173.04 | 2/5/30 | — | — | — | — | | | 2,523 | 2,524 | — | 132.47 | 1/29/31 | — | — | — | — | | | 1,676 | 3,352 | — | 169.38 | 1/31/32 | — | — | — | — | | | — | 7,341 | — | 156.00 | 1/31/33 | 7,027 | 963,261 | 12,526 | 1,717,072 |

  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Vesting details provided below in separate chart for outstanding Stock Options, PHSUs and PVSUs. |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Vesting of the PHSU awards granted to the NEOs in 2021, 2022 and 2023 occurs on a graduated basis with 33% of the award vesting on the first anniversary of the grant date, an additional 33% of the award vesting on the second anniversary of the grant date, and the remaining 34% of the award vesting on the third anniversary of the grant date. Each vesting is contingent upon M&T achieving the pre-established PHSU Performance Hurdle. If the PHSU Performance Hurdle is not satisfied for a given period, the portion of the stock award that is scheduled to vest on the vesting date immediately following that performance period will not vest and will be forfeited unless otherwise determined by the C&HC Committee. Note that with respect to the 2019 awards, the award agreements issued under the 2009 Equity Incentive Compensation Plan allow for accelerated vesting in cases of death, disability, retirement or a change in control, while the 2020, 2021, 2022 and 2023 awards, which were issued under the 2019 Equity Incentive Compensation Plan, allow accelerated vesting in the aforementioned cases plus in situations of a position elimination. See footnotes (1), (2) and (3) to the table set forth above titled “2023 Grants of Plan-Based Awards” for the vesting schedule of the stock awards granted to the NEOs in 2023. See the below chart for more detailed information concerning the number of outstanding shares from each PHSU grant that remain unvested and their corresponding vesting dates. |

  138. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 68 | |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Vesting of the PVSU award granted to the NEOs in 2023 occurs on a 3-year cliff basis and has a payout range of 0% to 150% based on pre-established absolute and relative ROTCE performance over the 3-year performance period. Shares in this column include the accrued dividend equivalent units, which accrue quarterly at the time the quarterly dividend is paid and reflect maximum payout at 150%. See the below chart for more detailed information concerning the number of outstanding shares from each PVSU grant that remain unvested and their corresponding vesting dates. |

  140. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) The PVSUs granted on January 29, 2021, with a performance period of January 1, 2021 through December 31, 2023, vested on December 31, 2023, and were earned based on the level of achievement against the pre-established performance metrics as determined by the C&HC Committee on February 16, 2024. These PVSUs are reflected in the 2023 Options Exercised and Stock Vested table. |

  141. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) The grant for Mr. Bible was delivered in Restricted Stock Units upon his employment and in accordance with our stock grant policy. The vesting is scheduled to occur on a graduated basis with 33% vesting on July 31, 2024, an additional 33% vesting on July 31, 2025 and the remaining 34% vesting on July 31, 2026. The Restricted Stock Units allow for accelerated vesting in cases of death, disability, retirement, position elimination, or change in control. |

  142. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name(1) | Grant Date | Total Unvested Options Outstanding | Options Not Vested | Remaining Vesting Dates | | René F. Jones | 1/29/21 | 9,245 | 9,245 | 1/29/24 | | | 1/31/22 | 15,313 | 7,656 | 1/31/24 | | | | | 7,657 | 1/31/25 | | | 1/31/23 | 25,168 | 8,389 | 1/31/24 | | | | | 8,389 | 1/31/25 | | | | | 8,390 | 1/31/26 | | Darren J. King | 1/29/21 | 3,035 | 3,035 | 1/29/24 | | | 1/31/22 | 4,046 | 2,023 | 1/31/24 | | | | | 2,023 | 1/31/25 | | | 1/31/23 | 8,390 | 2,796 | 1/31/24 | | | | | 2,797 | 1/31/25 | | | | | 2,797 | 1/31/26 | | Kevin J. Pearson | 1/29/21 | 5,029 | 5,029 | 1/29/24 | | | 1/31/22 | 6,934 | 3,467 | 1/31/24 | | | | | 3,467 | 1/31/25 | | | 1/31/23 | 10,487 | 3,495 | 1/31/24 | | | | | 3,496 | 1/31/25 | | | | | 3,496 | 1/31/26 | | Christopher E. Kay | 1/31/22 | 3,756 | 1,878 | 1/31/24 | | | | | 1,878 | 1/31/25 | | | 1/31/23 | 6,188 | 2,062 | 1/31/24 | | | | | 2,063 | 1/31/25 | | | | | 2,063 | 1/31/26 | | Doris P. Meister | 1/29/21 | 2,524 | 2,524 | 1/29/24 | | | 1/31/22 | 3,352 | 1,676 | 1/31/24 | | | | | 1,676 | 1/31/25 | | | 1/31/23 | 7,341 | 2,447 | 1/31/24 | | | | | 2,447 | 1/31/25 | | | | | 2,447 | 1/31/26 |

  143. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Mr. Bible did not have any outstanding Stock Options as of December 31, 2023. |

  144. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 69 |

  145. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name(1) | Grant Date | Performance Based Stock Units Granted | Performance Based Stock Units Not Vested | Remaining Vesting Dates | | René F. Jones | 1/29/21 | 12,834 | 4,278 | 1/29/24 | | | 1/31/22 | 9,388 | 3,129 | 1/31/24 | | | | | 3,130 | 1/31/25 | | | 1/31/22 | 15,646 | 16,789(2) | 12/31/24 | | | 1/31/23 | 15,385 | 5,128 | 1/31/24 | | | | | 5,128 | 1/31/25 | | | | | 5,129 | 1/31/26 | | | 1/31/23 | 15,385 | 16,028(2) | 12/31/25 | | Darren J. King | 1/29/21 | 4,213 | 1,405 | 1/29/24 | | | 1/31/22 | 2,480 | 827 | 1/31/24 | | | | | 827 | 1/31/25 | | | 1/31/22 | 4,133 | 4,435(2) | 12/31/24 | | | 1/31/23 | 5,129 | 1,709 | 1/31/24 | | | | | 1,710 | 1/31/25 | | | | | 1,710 | 1/31/26 | | | 1/31/23 | 5,129 | 5,343(2) | 12/31/25 | | Kevin J. Pearson | 1/29/21 | 6,982 | 2,328 | 1/29/24 | | | 1/31/22 | 4,251 | 1,417 | 1/31/24 | | | | | 1,418 | 1/31/25 | | | 1/31/22 | 7,085 | 7,603(2) | 12/31/24 | | | 1/31/23 | 6,411 | 2,136 | 1/31/24 | | | | | 2,137 | 1/31/25 | | | | | 2,138 | 1/31/26 | | | 1/31/23 | 6,411 | 6,679(2) | 12/31/25 | | Christopher E. Kay | 1/29/21 | 5,662 | 1,888 | 1/29/24 | | | 1/31/22 | 2,303 | 768 | 1/31/24 | | | | | 768 | 1/31/25 | | | 1/31/22 | 3,838 | 4,118(2) | 12/31/24 | | | 1/31/23 | 3,783 | 1,260 | 1/31/24 | | | | | 1,261 | 1/31/25 | | | | | 1,262 | 1/31/26 | | | 1/31/23 | 3,783 | 3,941(2) | 12/31/25 | | Doris P. Meister | 1/29/21 | 3,503 | 1,168 | 1/29/24 | | | 1/31/22 | 2,055 | 685 | 1/31/24 | | | | | 686 | 1/31/25 | | | 1/31/22 | 3,425 | 3,675(2) | 12/31/24 | | | 1/31/23 | 4,488 | 1,495 | 1/31/24 | | | | | 1,496 | 1/31/25 | | | | | 1,497 | 1/31/26 | | | 1/31/23 | 4,488 | 4,676(2) | 12/31/25 |

  146. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Mr. Bible did not have any outstanding PHSUs or PVSUs as of December 31, 2023. |

  147. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Awards indicated are PVSUs with a three-year cliff vesting schedule with payouts ranging from 0% to 150% of target based on absolute and relative ROTCE performance. Also included in these figures are the accrued reinvested dividend equivalent units which are accrued on a quarterly basis and will pay out at the time the underlying shares vest and are subject to the same performance payout percentage. The PVSUs vest on December 31 of the last year of the three-year performance period, as indicated in the chart, but are not actually earned and settled until after the level of achievement against the pre-established performance metrics is determined by the C&HC Committee, which is completed in the first quarter of the year following the three-year performance period. |

  148. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 70 | |

  149. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth the number of stock option awards exercised and the value realized upon exercise during 2023 for the NEOs, as well as the number of stock awards vested and the value realized upon vesting.

  150. 2023 Options Exercised and Stock Vested

    2023 Options Exercised and Stock Vested

  151. 2023 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | René F. Jones | — | — | 32,111 | 4,740,425.56 | | Darren J. King | — | — | 10,488 | 1,549,403.42 | | Kevin J. Pearson | — | — | 17,398 | 2,570,030.61 | | Christopher E. Kay | — | — | 4,100 | 683,083.08 | | Doris P. Meister | — | — | 8,779 | 1,298,409.99 |

  152. 2023 Options Exercised and Stock Vested

    | (1) Includes PVSUs granted on January 29, 2021 with a performance period of January 1, 2021 through December 31, 2023. The PVSUs and dividend equivalent units vested on December 31, 2023 and were earned after the level of achievement 150% against the pre-established performance metrics was determined by the C&HC Committee on February 16, 2024. |

  153. 2023 Options Exercised and Stock Vested

    | (2) Amounts were calculated using the closing price of M&T’s common stock on the NYSE on the vesting dates. This also includes accrued cash dividends that payout only to the extent the underlying shares vest and distribute to participants. |

  154. Pension Benefits

    Pension Benefits The following table sets forth the present value of the accumulated pension benefits for the NEOs.

  155. 2023 Pension Benefits(1)(5)

    2023 Pension Benefits(1)(5)

  156. 2023 Pension Benefits(1)(5)

    | Name | Plan Name | Number of Years Credited Service(3) | Present Value of Accumulated Benefit ($) | Payments during Last Fiscal Year ($) | | René F. Jones | Qualified Pension Plan(2) | 13 | 251,620 | — | | Darren J. King | Qualified Pension Plan(2) | 5 | 82,980 | — | | Kevin J. Pearson | Qualified Pension Plan(2) | 34 | 1,185,299 | — | | | Supplemental Pension Plan(2)(4) | 34 | 403,828 | — |

  157. 2023 Pension Benefits(1)(5)

    | (1) Please refer to footnote (2) to the “2023 Summary Compensation Table” for the assumptions used to calculate the present value of accumulated benefits. |

  158. 2023 Pension Benefits(1)(5)

    | (2) The Qualified Pension Plan provides tax-qualified pension benefits for a broad base of M&T employees. Effective January 1, 2006, the formula used to calculate benefits under the Qualified Pension Plan and the Supplemental Pension Plan was modified with respect to benefits earned after 2005. Benefits accrued under the prior formula as of December 31, 2005 were frozen and all Qualified Pension Plan participants, including each NEO (other than Ms. Meister and Messrs. Kay and Bible, who were never eligible to participate in the Qualified Pension Plan), were given a one-time election to remain an active participant in the Qualified Pension Plan and earn future benefits under a new reduced pension benefit formula, or to retain the frozen benefit in the Qualified Pension Plan and earn future enhanced benefits pursuant to a new component under the M&T Bank Corporation Retirement Savings Plan known as the “Qualified RAA.” Under the Qualified Pension Plan, each participant’s retirement benefit equals the sum of (a) the participant’s accrued benefit as of December 31, 2005 and (b) for each year of credited service earned after December 31, 2005, the sum of (i) 1% of compensation up to the Internal Revenue Code Section 401(a)(17) compensation limit for the plan year plus (ii) 0.35% of eligible compensation for the plan year in excess of 50% of that year’s Social Security wage base. Mr. Pearson elected to remain in the Qualified Pension Plan for periods on and after January 1, 2006. Messrs. Jones and King elected to discontinue their future participation in the Qualified Pension Plan and Supplemental Pension Plan, choosing instead to participate in the Qualified RAA effective January 1, 2006. Messrs. Jones and King have an accrued benefit under the Qualified Pension Plan as of December 31, 2005 but have ceased to earn any benefit accrual service and any further benefit under the Qualified Pension Plan as of January 1, 2006. |

  159. 2023 Pension Benefits(1)(5)

    | (3) The years of credited service for all of the NEOs are based only on their service while eligible for participation in the Qualified Pension Plan. Generally, a participant must be paid for at least 1,000 hours of work during a plan year to be credited with a year of service for purposes of the Qualified Pension Plan. |

  160. 2023 Pension Benefits(1)(5)

    | | 71 |

  161. 2023 Pension Benefits(1)(5)

    | (4) As described in footnote (2) above, effective January 1, 2006, the formula used to calculate benefits under the Qualified Pension Plan and the Supplemental Pension Plan was modified with respect to benefits earned after 2005, and participants were given the opportunity to elect whether to continue participation in the Qualified Pension Plan and the Supplemental Pension Plan. Of the NEOs, Mr. Pearson elected to continue to actively participate in the revised Qualified Pension Plan and, as such, Mr. Pearson continues to participate in the Supplemental Pension Plan. Messrs. Jones and King elected to discontinue their future active participation in the Qualified Pension Plan and Supplemental Pension Plan, choosing instead to participate in the Qualified RAA effective January 1, 2006. M&T maintains a nonqualified deferred compensation plan that is designed to provide participants with contributions that cannot be provided under the Qualified RAA because of the Internal Revenue Code Section 401(a)(17) compensation limit. For purposes of those contributions, compensation is capped at two times the annual Internal Revenue Code Section 401(a)(17) limit. For 2023, the Internal Revenue Code Section 401(a)(17) limit was $330,000 resulting in a plan compensation maximum of $660,000. Messrs. Jones and King participated in the nonqualified deferred compensation plan in 2023 and were credited with a contribution for 2023 as reported below under the discussion of 2023 Nonqualified Deferred Compensation Plans. |

  162. 2023 Pension Benefits(1)(5)

    | (5) Ms. Meister and Messrs. Kay and Bible are not participants in the Qualified Pension Plan or Supplemental Pension Plan. |

  163. 2023 Pension Benefits(1)(5)

    Explanation of 2023 Pension Benefits Table. The 2023 Pension Benefits Table indicates, for each of the Qualified Pension Plan and the Supplemental Pension Plan, the NEO’s number of years of credited service, present value of accumulated benefit and any payments made during the year ended December 31, 2023. See footnote (2) to the “2023 Summary Compensation Table.” The amounts indicated in the column titled “Present Value of Accumulated Benefit” represent the lump-sum value, as of December 31, 2023, of the annual benefit that was earned by the NEOs as of December 31, 2023, assuming payment begins at each executive’s normal retirement age, or their current age, if later. The normal retirement age is defined as age 65 in the Qualified Pension Plan and the Supplemental Pension Plan. Certain assumptions were used to determine the present value of accumulated benefits payable at normal retirement age. Those assumptions are described in footnote (2) to the “2023 Summary Compensation Table.” Certain material terms of each of the Qualified Pension Plan and the Supplemental Pension Plan are summarized in the footnotes to the “2023 Pension Benefits Table” and in the narrative below. Qualified Pension Plan. Benefits under the Qualified Pension Plan are paid over the lifetime of the NEO or the lifetimes of the NEO and a beneficiary, as elected by the NEO. If the NEO is married on the date payments are to begin under the Qualified Pension Plan, payment will be in the form of a joint and 50% survivor annuity with the spouse as beneficiary unless the NEO elects another form of payment with the consent of the spouse. None of the NEOs who are participants in the Qualified Pension Plan are eligible to elect to receive the benefit due under the Qualified Pension Plan in the form of a one-time lump sum payment. If benefits are paid in a form in which a benefit is to be paid to a beneficiary after the death of the NEO, benefits are reduced from the amount payable as a lifetime benefit solely to the NEO in accordance with the actuarial factors that apply to all participants in the Qualified Pension Plan. A participant’s benefit under the Qualified Pension Plan is generally payable as an annuity with monthly benefit payments. The Qualified Pension Plan benefits of all participants, including those benefits of NEOs, are payable from the assets held by an irrevocable, tax-exempt trust. In calculating a participant’s benefit, annual compensation in excess of the annual Internal Revenue Code 401(a)(17) limit may not be considered. A participant is eligible for early retirement under the Qualified Pension Plan if the participant retires before normal retirement age but after attaining age 55 and completing 10 years of service. An early retirement benefit is reduced 4% per year for each year that the benefit commences prior to normal retirement age. At December 31, 2023, Mr. King was not eligible for early retirement and Messrs. Jones and Pearson were eligible for early retirement. Benefits under the Qualified Pension Plan are 100% vested after an employee has completed at least five years of service, and each NEO is 100% vested in his benefits in the Qualified Pension Plan. Supplemental Pension Plan. The Supplemental Pension Plan provides a benefit that is intended to make up for benefits that cannot be provided under the Qualified Pension Plan due to the Internal Revenue Code Section 401(a)(17) compensation limit. Under the Supplemental Pension Plan, compensation up to two times the annual Internal Revenue Code Section 401(a)(17) limit may be considered. For 2023, the Internal Revenue Code Section 401(a)(17) limit was $330,000 resulting in a compensation maximum of $660,000.

  164. 2023 Pension Benefits(1)(5)

    | 72 | |

  165. 2023 Pension Benefits(1)(5)

    Generally, benefits under the Supplemental Pension Plan are paid over the lifetime of the NEO or the lifetimes of the NEO and a beneficiary, as elected by the NEO. The Supplemental Pension Plan allows a NEO to elect to receive the benefit due under the plan in the form of a one-time lump sum payment. If benefits are paid as a lump sum payment, benefits are adjusted from the amount payable as a lifetime benefit solely to the NEO in accordance with the actuarial factors that apply to all participants in the Qualified Pension Plan. The pension benefit under the Supplemental Pension Plan is reduced in the same manner as under the Qualified Pension Plan if it begins to be paid before normal retirement age and continues to accrue in the same manner as under the Qualified Pension Plan if it begins to be paid after the normal retirement age. Service is determined under the Supplemental Pension Plan in the same manner as under the Qualified Pension Plan, as described above. The vesting schedule in the Supplemental Pension Plan is the same as in the Qualified Pension Plan and all of the NEOs who are participants in the Supplemental Pension Plan are 100% vested in their benefits in the Supplemental Pension Plan. A participant is eligible for early retirement under the Supplemental Pension Plan if the participant retires before normal retirement age but after attaining age 55 and completing 10 years of service. An early retirement benefit is reduced 4% per year for each year that the benefit commences prior to normal retirement age. At December 31, 2023, Messrs. Jones and Pearson were eligible for early retirement, while Mr. King was not eligible for early retirement.

  166. 2023 Pension Benefits(1)(5)

    | | 73 |

  167. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth contributions, earnings and year-end balances for 2023 with respect to nonqualified deferred compensation for the NEOs.

  168. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  169. 2023 Nonqualified Deferred Compensation

    | Name | Nonqualified Deferred Compensation Component | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | René F. Jones | Leadership Deferral/Match | 174,423 | 15,250 | 97,766 | — | 779,468 | | | Leadership RAA | — | 19,825 | 8,897 | — | 72,477 | | Darren J. King | Leadership Deferral/Match | 234,827 | 15,250 | 289,993 | — | 1,450,315 | | | Leadership RAA | — | 15,250 | 33,580 | — | 187,444 | | Kevin J. Pearson | Leadership Deferral/Match | 188,750 | 15,250 | 340,825 | — | 1,636,628 | | | Leadership RAA | — | — | — | — | — | | Christopher E. Kay | Leadership Deferral/Match | 86,250 | 15,250 | 99,543 | — | 351,334 | | | Leadership RAA | — | 6,863 | 6,394 | | 22,229 | | Doris P. Meister | Leadership Deferral/Match | 151,000 | — | 19,508 | — | 323,393 | | | Leadership RAA | — | 8,388 | 577 | — | 22,990 |

  170. 2023 Nonqualified Deferred Compensation

    | (1) The executive contributions to the Leadership Deferral/Match component were based on the NEOs’ deferral elections and the salaries set forth in the “2023 Summary Compensation Table.” The salaries in the “2023 Summary Compensation Table” include these contributions. Beginning in 2020, the NEOs had the opportunity to also make deferrals from their cash STI compensation. |

  171. 2023 Nonqualified Deferred Compensation

    | (2) This column represents M&T matching contributions made by M&T attributable to 2022 based on compensation earned and service performed during the year. These contributions by M&T to the Leadership Deferral/Match and the Leadership RAA components attributable to 2022 were made after December 31, 2022. |

  172. 2023 Nonqualified Deferred Compensation

    | (3) This column reflects earnings or losses on nonqualified deferred compensation account balances in 2023. Earnings may increase or decrease depending on the performance of the elected investment options. Earnings on these plans are not “above-market” and thus are not reported in the “2023 Summary Compensation Table.” Plan balances may be invested in various mutual funds and common stock. Investment returns on those funds and common stock ranged from (1.44%) to 46.71% for the year ended December 31, 2023. |

  173. 2023 Nonqualified Deferred Compensation

    | (4) This column represents the year-end balances of the NEOs’ nonqualified deferred compensation accounts. These balances include NEOs’ and M&T contributions that were included in the Summary Compensation Tables in previous years; such contribution amounts were reported each year in the “All Other Compensation” column of the Summary Compensation Table and are quantified by footnote thereto. Amounts in this column include earnings that were not previously reported in the respective year’s Summary Compensation Table because they were not “above-market” earnings. |

  174. 2023 Nonqualified Deferred Compensation

    Overview of Nonqualified Deferred Compensation Plans. M&T maintains the Leadership Retirement Savings Plan, a nonqualified deferred compensation plan. See footnote (3) to the “2023 Summary Compensation Table” for information regarding M&T Bank’s contribution to the Leadership Retirement Savings Plan on behalf of each of the NEOs for 2023.

  175. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table indicates the potential post-employment payments and benefits for the NEOs in the events indicated below as though termination of employment occurred on December 31, 2023. M&T maintains certain arrangements, plans and programs under which our NEOs would be eligible to receive severance payments and other benefits upon termination of employment or a change in control of the company. M&T also sponsors a number of broad-based health, life and disability benefit programs for its employees, in which the NEOs also participate, such as short- and long-term disability coverage and group term life insurance coverage, which are not included below. While our plans provide for the payout amounts indicated below, actual amounts that M&T may pay out and the assumptions used in arriving at such amount can only be determined at the time of such executive’s termination or change in control and could differ materially from the amounts set forth below. Our plans do not provide for any payment at, following or in connection with a termination for cause.

  176. 2023 Post-Employment Benefits

    | Name | Involuntary / without cause(1) ($) | Death / Disability(2) ($) | Retirement(3) ($) | Change in Control(4) ($) | | René F. Jones(5) | | | | | | Severance and Health Benefit Coverage | 2,241,163 | — | — | 2,241,163 | | LTI(6) | 5,947,887 | 8,179,755 | 8,179,755 | 8,179,755 | | Total | 8,189,050 | 8,179,755 | 8,179,755 | 10,420,918 | | Daryl Bible(7) | | | | | | Severance and Health Benefit Coverage | 1,521,774 | — | — | 1,521,774 | | LTI(6) | 2,450,442 | 2,450,442 | — | 2,450,442 | | Total | 3,972,216 | 2,450,442 | — | 3,972,216 | | Darren J. King(5)(7) | | | | | | Severance and Health Benefit Coverage | 1,438,552 | — | — | 1,438,552 | | LTI(6) | 1,813,821 | 2,504,772 | — | 2,504,772 | | Total | 3,252,373 | 2,504,772 | — | 3,943,324 | | Kevin J. Pearson(5) | | | | | | Severance and Health Benefit Coverage | 1,592,024 | — | — | 1,592,024 | | LTI(6) | 2,656,067 | 3,613,811 | 3,613,811 | 3,613,811 | | Total | 4,248,091 | 3,613,811 | 3,613,811 | 5,205,835 | | Christopher E. Kay(5)(7) | | | | | | Severance and Health Benefit Coverage | 1,489,926 | — | — | 1,489,926 | | LTI(6) | 1,544,380 | 2,092,721 | — | 2,092,721 | | Total | 3,034,306 | 2,092,721 | — | 3,582,647 | | Doris Meister(5)(8) | | | | | | Severance and Health Benefit Coverage | 1,645,255 | — | — | 1,645,255 | | LTI(6) | 1,536,032 | 2,131,243 | 2,131,243 | 2,131,243 | | Total | 3,181,287 | 2,131,243 | 2,131,243 | 3,776,498 |

  177. 2023 Post-Employment Benefits

    | (1) In the event of an involuntary termination without cause (i) unvested PVSUs will accelerate at target, but the payout will be prorated to reflect number of months of service provided over the 36-month performance period; (ii) unvested PHSUs will accelerate at target and (iii) NQ Stock Options continue to vest for one year following termination and the exercise period ends on the earlier of one year following termination or the original 10-year expiration date. |

  178. 2023 Post-Employment Benefits

    | (3) For employees who resign and are retirement eligible (defined as having reached age 55 with 10 or more years of service or as otherwise provided under an employee’s equity award agreement) (i) all vesting restrictions on PHSUs lapse immediately and (ii) PVSUs and NQ Stock Options continue to vest pursuant to their original vesting schedule and the exercise period for NQ Stock Options ends on the earlier of 4 years following retirement or the original 10 year expiration date. |

  179. 2023 Post-Employment Benefits

    | (4) In the event of a change in control, all vesting restrictions will lapse. With respect to the PVSUs, the payout will be at an amount equal to the greater of target or actual performance, calculated as of the quarter end immediately prior to the change in control announcement. For purposes of this disclosure, a payout at target is assumed. Cash severance is payable only upon a termination of employment. |

  180. 2023 Post-Employment Benefits

    | (5) See the “Present Value of Accumulated Benefit” column of the “2023 Pension Benefits” table and the “Aggregate Balance at Last FYE” column of the “2023 Nonqualified Deferred Compensation” table for additional payments upon termination. |

  181. 2023 Post-Employment Benefits

    | (6) Value computed for each stock option grant by multiplying (i) the difference between (a) $137.08, the closing market price of a share of our common stock on December 29, 2023 and (b) the exercise price per share for that option granted by (ii) the number of shares subject to each option that vests or continues to vest. PHSUs and PVSUs are valued at target based on the closing market price of a share of our common stock on December 29, 2023. |

  182. Severance Pay Plan

    Severance Pay Plan M&T maintains the Severance Pay Plan, which is a broad-based, tiered severance plan that provides eligible employees with post-employment severance payments and the continuation of certain employee benefits when a “Qualifying Event” (defined as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position) occurs. The amount of severance an employee is eligible to receive is based upon the employee’s position and years of service. Each NEO participates in the plan. Upon the occurrence of a Qualifying Event, each NEO will be entitled to:

  183. Severance Pay Plan

    | • | the continuation of his or her cash base salary for 104 weeks as determined at the time of the Qualifying Event; and |

  184. Severance Pay Plan

    | • | the continuation of certain benefits for up to the first 18 months in which severance payments are made, for those benefits that the NEO has elected at the time of the Qualifying Event, which may include medical, dental, vision and life insurance, and flexible spending accounts, provided the NEO continues to make contributions at the active employee rate. |

  185. Accelerated Vesting of Equity Awards

    Accelerated Vesting of Equity Awards As a general matter, all employees, including the NEOs, would be immediately vested in any unvested equity awards at the time of a change in control, death and disability. Unvested shares of PHSUs granted to the NEOs will also vest automatically at retirement. Unvested shares of PVSUs will vest automatically at target in the case of death or disability, at the greater of target or actual performance in the event of a change in control, and will continue vesting into retirement, subject to actual performance according to the original payout schedule. The NQ Stock Options also continue to vest according to the original schedule upon retirement, and the exercise period is shortened to the lesser of four years post-retirement or the remaining original term. See also footnote (3) to the table titled “2023 Grants of Plan-Based Awards.”

  186. Accelerated Vesting of Equity Awards

    | 78 | |

  187. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO,” also known as our CEO), and other NEOs and company performance for the fiscal years listed below. The C&HC Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Pursuant to SEC rules, the information in this “ Pay Versus Performance Disclosure ” section shall not be deemed to be incorporated by reference into any M&T filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.

  188. Pay Versus Performance Table

    Pay Versus Performance Table

  189. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for René F. Jones¹ ($) | Compensation Actually Paid to René F. Jones¹,²,³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Return on Tangible Common Equity 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 9,385,557 | 9,677,118 | 3,852,702 | 3,883,837 | 92.38 | 96.65 | 2,741 | 17.6% | | 2022 | 8,815,707 | 8,747,318 | 4,052,188 | 4,106,681 | 93.94 | 97.52 | 1,992 | 16.7% | | 2021 | 6,868,174 | 9,143,656 | 3,554,911 | 4,583,251 | 96.83 | 124.06 | 1,859 | 16.8% | | 2020 | 5,532,007 | 3,876,327 | 3,254,389 | 2,358,820 | 77.91 | 89.69 | 1,353 | 12.8% |

  190. Pay Versus Performance Table

    | 1. | Mr. Jones was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |

  191. Pay Versus Performance Table

    | 2020—2021 | 2022 | 2023 | | Darren J. King | Darren J. King | Daryl Bible | | Richard S. Gold | Richard S. Gold | Darren J. King | | Kevin J. Pearson | Kevin J. Pearson | Kevin J. Pearson | | Doris P. Meister | Christopher E. Kay | Christopher E. Kay | | | | Doris P. Meister |

  192. Pay Versus Performance Table

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by M&T’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  193. Pay Versus Performance Table

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |

  194. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for René F. Jones ($) | Exclusion of Change in Pension Value for René F. Jones ($) | Exclusion of Stock Awards and Option Awards for René F. Jones ($) | Inclusion of Pension Service Cost for René F. Jones ($) | Inclusion of Equity Values for René F. Jones ($) | Compensation Actually Paid to René F. Jones ($) | | 2023 | 9,385,557 | (11,982) | (6,000,130) | — | 6,303,673 | 9,677,118 | | 2022 | 8,815,707 | — | (5,300,278) | — | 5,231,889 | 8,747,318 | | 2021 | 6,868,174 | — | (4,250,256) | — | 6,525,738 | 9,143,656 | | 2020 | 5,532,007 | (66,115) | (3,550,087) | — | 1,960,522 | 3,876,327 |

  195. Pay Versus Performance Table

    | | 79 |

  196. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,852,702 | (33,416) | (2,045,257) | 15,680 | 2,094,128 | 3,883,837 | | 2022 | 4,052,188 | — | (1,875,129) | 50,522 | 1,879,100 | 4,106,681 | | 2021 | 3,554,911 | (44,980) | (1,794,940) | 51,600 | 2,816,660 | 4,583,251 | | 2020 | 3,254,389 | (186,823) | (1,697,711) | 44,846 | 944,119 | 2,358,820 |

  197. Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  198. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for René F. Jones ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for René F. Jones ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for René F. Jones ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for René F. Jones ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for René F. Jones ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for René F. Jones ($) | Total - Inclusion of Equity Values for René F. Jones ($) | | 2023 | 5,237,834 | (110,045) | — | 1,175,884 | — | — | 6,303,673 | | 2022 | 4,560,864 | (10,132) | — | 681,157 | — | — | 5,231,889 | | 2021 | 5,243,324 | 912,355 | — | 370,059 | — | — | 6,525,738 | | 2020 | 2,537,896 | (542,301) | — | (35,073) | — | — | 1,960,522 |

  199. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,848,301 | (53,473) | — | 299,300 | — | — | 2,094,128 | | 2022 | 1,613,539 | (8,580) | — | 274,141 | — | — | 1,879,100 | | 2021 | 2,214,324 | 429,158 | — | 173,178 | — | — | 2,816,660 | | 2020 | 1,221,813 | (259,702) | — | (17,992) | — | — | 944,119 |

  200. Pay Versus Performance Table

    | 4. | The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the KBW NASDAQ Bank Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance. |

  201. Pay Versus Performance Table

    | 5. | We determined Return on Tangible Common Equity (ROTCE) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. ROTCE is computed by dividing net operating income available to common equity by average tangible common equity. Net operating income available to common equity is computed by taking net income available to common equity and adding back the after-tax effect of the amortization of core deposit and other intangible assets, adding back the after-tax effects of merger-related expenses, and subtracting the after-tax effects of merger-related gains. Average tangible common equity is computed by taking average common equity for the applicable period and subtracting average goodwill and average core deposit and other intangible assets (net of any related average deferred tax amounts). The C&HC Committee and management use these non-GAAP financial measures as they believe they better reflect the impact of acquisition activity in reported results. See Appendix A for a reconciliation of GAAP amounts with these corresponding non-GAAP amounts. |

  202. Pay Versus Performance Table

    | 80 | |

  203. Pay Versus Performance Table

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and KBW NASDAQ Bank Index TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the company’s cumulative TSR, and the TSR of the KBW NASDAQ Bank Index over the four most recently completed fisca l years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The fo llowing chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.

  204. Pay Versus Performance Table

    | | 81 |

  205. Pay Versus Performance Table

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and ROTCE The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our ROTCE during the four most recently completed fiscal years. See Appendix A for a reconciliation of GAAP amounts with these corresponding non-GAAP amounts . Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to company performance. The measures in this table are not ranked. Net Operating Income Earnings Per Share Return on Tangible Common Equity

  206. Pay Versus Performance Table

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  207. Pay Versus Performance Table

    RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2024 On February 20, 2024, the Audit Committee appointed PricewaterhouseCoopers LLP, certified public accountants, as the independent registered public accounting firm of M&T for the year ending December 31, 2024, a capacity in which it has served since 1984. Although shareholder approval of the appointment of the independent registered public accounting firm is not required by law, M&T believes that it is desirable to request that the shareholders ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as M&T’s independent registered public accounting firm for the year ending December 31, 2024. In the event that the shareholders fail to ratify the appointment, the Audit Committee will reconsider the appointment and make a determination that it believes to be in M&T’s and its shareholders’ best interests. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in M&T’s and its shareholders’ best interests. Representatives of PricewaterhouseCoopers LLP are expected to be present at the virtual Annual Meeting. The representatives may, if they wish, make a statement and, it is expected, will be available to respond to appropriate questions.