DEF 14A of M&T Bank Corp
Filed Mar 4, 2025 · FY20240001193125-25-044781
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 a diversity of skills and backgrounds necessary to effectively oversee our management team and serve the long-term interests of our company and shareholders. We are asking our shareholders to elect 14 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.
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Board Tenure(1) | Independent | Professional Background | Current Committee Membership(2) | | John P. Barnes | 69 | 3 years | ✓ | Former Chairman and CEO of People’s United Financial, Inc. | R | | Carlton J. Charles | 66 | 2 years | ✓ | Senior Vice President of Treasury and Risk Management, Hearst | N&G, R | | Jane Chwick | 62 | 3 years | ✓ | Former Partner and Co-COO of the Technology Division at Goldman Sachs | A | | William F. Cruger, Jr. | 66 | 3 years | ✓ | Former Vice Chairman of Investment Banking at J.P. Morgan Chase & Co. | C&HC (Chair), A | | Gary N. Geisel(3) | 76 | 15 years | ✓ | Former Chairman and CEO of Provident Bankshares Corporation and Provident Bank | C&HC, E | | Leslie V. Godridge | 69 | 4 years | ✓ | Former Vice Chair and Co-Head of Corporate and Commercial Banking for US Bancorp | R | | René F. Jones(4) | 60 | 7 years | | Chairman and CEO of M&T and M&T Bank | E | | Richard H. Ledgett, Jr. | 67 | 7 years | ✓ | Former Deputy Director and COO of the National Security Agency | R | | Melinda R. Rich | 67 | 16 years | ✓ | Chairman of Rich Products Corporation | N&G (Chair), E | | Robert E. Sadler, Jr. | 79 | 26 years | ✓ | Former President and CEO of M&T | E (Chair), R (Chair) | | Denis J. Salamone | 71 | 9 years | ✓ | Former Chairman and CEO of Hudson City Bancorp, Inc. and Hudson City Savings Bank | A (Chair) | | Rudina Seseri | 47 | 4 years | ✓ | Founder and Managing Partner of Glasswing Ventures, LLC | C&HC | | Kirk W. Walters | 69 | 3 years | ✓ | Former Senior Executive Vice President of People’s United Financial, Inc. | R | | Herbert L. Washington | 74 | 29 years | ✓ | President of H.L.W. Fast Track, Inc. | A, C&HC |
Director Nominees
| (1) As of the 2025 Annual Meeting (April 15, 2025). |
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. |
Director Nominees
| (3) Mr. Geisel serves as the non-executive Vice Chairman of the Board and as the lead independent director. |
Director Nominees
| (4) Mr. Jones serves as the Chairman of the Board. |
Director Nominees
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ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Upon the recommendation of the N&G Committee, the Board recommends the following 14 persons for election as directors of M&T, to hold office until the 2026 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Each nominee’s business experience, including occupation, current public company directorships, and public company directorships held at any time during the past five years are 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, 2025. 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. Two current directors, Mr. Robert T. Brady and Mr. T. Jefferson Cunningham III, are not nominees and their terms will end at the Annual Meeting. The Board would like to thank Mr. Brady and Mr. Cunningham for their decades of service and valuable contributions to M&T and the Board. Mr. Brady and Mr. Cunningham will continue as directors of M&T’s principal subsidiary, M&T Bank. The size of the Board will be fixed at 14 directors effective as of the Annual Meeting. 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.
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 14 NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH
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NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| JOHN P. BARNES | | | Risk Committee Member Director since 2022 | Mr. Barnes, age 69, 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. He also previously served as Senior Executive Vice President and Chief Administrative Officer of People’s United following its acquisition of Chittenden Corporation in early 2008. He previously 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, a member of its Risk Committee and Executive 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. | | CARLTON J. CHARLES | | | Nomination and Governance Committee Member Risk Committee Member Director since 2023 | Mr. Charles, age 66, 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 Risk and Nomination and Governance Committees 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. 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| JANE CHWICK | | | Audit Committee Member Director since 2022 | Ms. Chwick, age 62, 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) and MarketAxess Holdings Inc. (NASDAQ: MKTX). At Voya Financial, she 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. Ms. Chwick is a member of the Audit Committee of the Board, as well as a member of a subcommittee of the Risk Committee of the Board focused on cybersecurity and technology risk. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining 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. | | WILLIAM F. CRUGER, JR. | | | Audit Committee Member Compensation and Human Capital Committee Chair Director since 2022 | Mr. Cruger, age 66, 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. Mr. Cruger served as Vice Chairman of Investment Banking at J.P. Morgan Chase & Co., a leading global financial services firm, until August 2013. His 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 & Co. 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 the Chair of the Compensation and Human Captial Committee of the Board and 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| GARY N. GEISEL | | | Vice Chairman of the Board of Directors and Lead Independent Director Compensation and Human Capital Committee Member Executive Committee Member Director since 2009 | Mr. Geisel, age 76, serves as Vice Chairman of M&T’s Board of Directors and as its lead independent director. He 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 a member of the Compensation and Human Capital and the Executive Committees 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. | | LESLIE V. GODRIDGE | | | Risk Committee Member Director since 2020 | Ms. Godridge, age 69, 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 for 18 years. She is now Trustee Emerita. Ms. Godridge is a member of the Risk Committee of the Board as well as the chair of a subcommittee of the Risk Committee focused on commercial credit risks. She 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, Ms. Godridge is an Advisory Member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T and of 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| RENÉ F. JONES | | | Chief Executive Officer and Chairman of the Board Executive Committee Member Director since 2017 | Mr. Jones, age 60, has been Chairman of the Board and Chief Executive Officer of M&T and of M&T Bank since December 2017. 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. He is a director of the Federal Reserve Bank of New York and a member of its Audit and Risk Committee and Management and Budget Committee. Mr. Jones also serves as a director and a member of the Audit Committee of ACV Auctions Inc. (NASDAQ: ACVA). He is Chairman of the Bank Policy Institute after previously serving as Vice Chair. Mr. Jones is a steward for the Council for Inclusive Capitalism, a member of the Board of Trustees of Boston College, a member of the UB Council of the State University of New York at Buffalo, and a member of the Pan-Massachusetts Challenge, Inc., a nonprofit that raises money for adult and pediatric cancer treatment and research. Mr. Jones is a member of the Executive Committees of M&T and M&T Bank. 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. | | RICHARD H. LEDGETT, JR. | | | Risk Committee Member Director since 2017 | Mr. Ledgett, age 67, 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 was Chair of the 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, as well as a chair of a subcommittee of the Risk Committee focused on oversight of cybersecurity and technology risk. 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. 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| MELINDA R. RICH | | | Nomination and Governance Committee Chair Executive Committee Member Director since 2009 | Ms. Rich, age 67, is the Chairman of Rich Holdings Inc, the holding company for international food company Rich Products Corporation, headquartered in Buffalo, New York, and all Rich family business enterprises worldwide. 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. 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 & MSD Partners in Chicago, Illinois, and as a member of the Cleveland Clinic Board of Directors and Cleveland Clinic Technology Committee in Cleveland, Ohio. Ms. Rich is also a director of several 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 Committee and Chair of the Nomination and Governance Committee 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. | | ROBERT E. SADLER, JR. | | | Executive Committee Chair Risk Committee Chair Director since 1999 | Mr. Sadler, age 79, 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| DENIS J. SALAMONE | | | Audit Committee Chair Director since 2015 | Mr. Salamone, age 71, 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 Vice Chair of the Board of Trustees and Chair of the Audit and Risk Committees Valley Health System of 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. | | RUDINA SESERI | | | Compensation and Human Capital Committee Member Director since 2020 | Ms. Seseri, age 47, 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 a member of the Compensation and Human Capital Committee of the Board. She 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 of 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. |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| KIRK W. WALTERS | | | Risk Committee Member Director since 2022 | Mr. Walters, age 69, 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. Mr. Walters is a member of the Risk Committee of the Board, as well as a subcommittee of the Risk Committee focused on cybersecurity and technology risks and a subcommittee of the Risk Committee focused on commercial credit risks. 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 of 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. | | HERBERT L. WASHINGTON | | | Audit Committee Member Compensation and Human Capital Committee Member Director since 1996 | Mr. Washington, age 74, 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, Pennsylvania and New York 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. |
NOMINEES FOR DIRECTOR
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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 $140,000 for the lead independent director and of $135,000 for each other non-employee director. For 2024, the restricted stock units were awarded in April 2024, 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 $115,000 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:
Director Compensation
| • | An annual cash retainer of $50,000 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. |
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. |
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). |
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. |
Director Compensation
| • | An annual cash retainer of $60,000 is paid to the Chair of the Risk Committee and an annual cash retainer of $30,000 is paid to each other member of the Risk Committee. |
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 $15,000. The annual Board and committee cash retainers are paid in quarterly installments, with quarterly payments paid in arrears at the beginning of each calendar quarter for service during the prior quarter. Directors who are salaried officers of M&T or its subsidiaries do not receive any compensation for their service as directors.
Director Compensation
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Director Compensation
The following table sets forth the compensation of directors (who are not salaried officers of M&T or its subsidiaries) for fiscal year 2024.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | John P. Barnes | 130,000.00 | 135,004.65 | — | 265,004.65 | | Robert T. Brady | 125,000.00 | 135,004.65 | — | 260,004.65 | | Carlton J. Charles | 127,500.00 | 135,004.65 | — | 262,504.65 | | Jane Chwick | 111,250.00 | 135,004.65 | — | 246,254.65 | | William F. Cruger, Jr. | 128,750.00 | 135,004.65 | — | 263,754.65 | | T. Jefferson Cunningham III | 110,000.00 | 140,114.35 | — | 250,114.35 | | Gary N. Geisel | 141,250.00 | 144,063.20 | — | 285,313.20 | | Leslie V. Godridge | 133,750.00 | 135,004.65 | — | 268,754.65 | | Richard H. Ledgett, Jr. | 122,500.00 | 135,004.65 | — | 257,504.65 | | Melinda R. Rich | 123,750.00 | 135,004.65 | — | 258,754.65 | | Robert E. Sadler, Jr. | 170,000.00 | 143,014.45 | — | 313,014.45 | | Denis J. Salamone | 152,500.00 | 135,004.65 | — | 287,504.65 | | Rudina Seseri | 113,250.00 | 135,004.65 | — | 248,254.65 | | Kirk W. Walters | 124,500.00 | 135,004.65 | — | 259,504.65 | | Herbert L. Washington | 125,000.00 | 135,004.65 | — | 260,004.65 |
2024 Director Compensation Table
| (1) As described on the prior page, cash fees are paid in quarterly installments at the beginning of each calendar quarter for service the prior quarter. |
2024 Director Compensation Table
| (2) The amounts in this column include the annual Board equity retainer granted in April 2024 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. |
2024 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 2024 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) $5,109.70 for Mr. Cunningham; (ii) $4,004.90 for Mr. Geisel; and (iii) $8,009.80 for Mr. Sadler. |
2024 Financial Performance Highlights
| • | M&T’s net interest margin of 3.58% led its peer group; |
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; |
M&T’s Executive Compensation Philosophy and Objectives
| • | balancing growth with prudent risk taking, through the use of equity compensation with robust forfeiture provisions; |
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. |
M&T’s Executive Compensation Philosophy and Objectives
| What We Do: | What We Don’t Do: | | | ✓ Strong alignment between pay and performance | | Reprice stock options | | ✓ Discourage excessive risk-taking through program design | | Time equity grants (i.e., instead, we only grant long- term incentives on pre-determined dates) | | ✓ Maintain robust stock ownership and retention guidelines | | Tax gross-ups (other than in connection with relocation) | | ✓ Retain an independent compensation consultant to advise and support the C&HC Committee in its role | | Pay dividends on unearned performance units | | ✓ Maintain a compensation forfeiture policy which subjects incentives to risk adjustments | | Grant excessive severance, pension or other benefits | | ✓ Review share utilization | | Enter into employment contracts with our executives | | ✓ Annual risk assessment of incentive compensation plans | | Permit hedging or pledging of M&T securities (except in limited circumstances pursuant to prescribed policy) | | ✓ Routinely engage with shareholders and investors | | | | ✓ Use a peer group to provide perspective on competitive pay levels | | |
2024 Say-on-Pay Vote and Shareholder Outreach
| • | Continued to emphasize the link between long-term company performance and executive compensation by issuing a significant proportion of NEO Long Term Incentive in the form of Performance-Vested Stock Units (“PVSUs”), providing an increase in the proportion delivered in PVSUs from 40% to 50% for 2024 performance that were granted in 2025; and |
Components of Executive Compensation
| Compensation Element | Objective | Determination of Salary/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 | • 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 | • Company-wide STI 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 | • 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 also include Absolute and Relative ROTA(1) • Non-Qualified Stock Options (NQSOs) 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 operating 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 |
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. The C&HC Committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term equity incentives, short- and long-term compensation or among cash and non-cash compensation. Instead, the C&HC Committee exercises judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, which the C&HC Committee believes is appropriate to achieve the goals of the executive compensation program and corporate objectives. 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 reviews M&T’s financial performance and risk management performance prior to finalizing TDC for the NEOs. The C&HC Committee’s responsibilities with respect to executive compensation include:
Role of the C&HC Committee
| • | conducting the CEO’s annual performance review; |
Role of the C&HC Committee
| • | reviewing the annual performance reviews of Section 16 officers. This includes discussions of team performance and leadership abilities (in addition to individual performance); |
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; |
Role of the C&HC Committee
| • | annually reviewing and approving equity award opportunities of the NEOs; and |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant In 2024, the C&HC Committee continued to retain Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), to provide executive compensation consulting services. Aon’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 M&T’s executive compensation programs. In 2024, Aon performed the following services for the C&HC Committee:
Role of Independent Compensation Consultant
| • | recommended the peer group used as a reference for compensation decisions for the NEOs; |
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; |
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; |
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 |
Role of Independent Compensation Consultant
| • | advised the C&HC Committee on regulatory issues. |
Role of Independent Compensation Consultant
The fees for these services totaled $233,533. Aon also provided $327,285 in additional compensation survey/advisory services to management during 2024. Management engaged 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 Aon was independent and that engagement of Aon did not present any conflicts of interest. Aon also determined that it was independent from our management and confirmed this in a written statement delivered to the C&HC Committee.
Peer Group
Peer Group On an annual basis, the C&HC Committee, using advice provided by Aon, 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 2024 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.
Peer Group
| 44 | |
Peer Group
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. This peer group is reviewed annually, with the assistance of Aon, and is updated as necessary. The 2024 peer group remains unchanged from 2023:
2024 Peer Group (size statistics as of June 30, 2024)
2024 Peer Group (size statistics as of June 30, 2024)
2024 Peer Group (size statistics as of June 30, 2024)
| Peer | Market Cap (in Millions) | Assets (in Millions) | | U.S. Bancorp (USB) | 61,951 | 680,058 | | PNC Financial Services Group, Inc (PNC) | 61,812 | 556,519 | | Truist Financial Corporation (TFC) | 51,990 | 519,853 | | M&T (MTB) | 25,311 | 208,855 | | Percent Rank | 70% | 57% | | Fifth Third Bancorp (FITB) | 24,842 | 213,262 | | Huntington Bancshares Incorporated (HBAN) | 19,143 | 196,310 | | Regions Financial Corporation (RF) | 18,334 | 154,052 | | Citizens Financial Group, Inc. (CFG) | 16,320 | 219,938 | | KeyCorp (KEY) | 13,403 | 187,450 | | First Horizon National Corporation (FHN) | 8,467 | 82,230 | | Comerica Incorporated (CMA) | 6,768 | 79,597 | | Zions Bancorporation (ZION) | 6,405 | 87,606 | | Median (excluding M&T) | 18,334 | 196,310 |
Process for Determining 2024 NEO Compensation
STI and Executive Performance Scorecards. To further ensure a strong alignment between performance and compensation determinations (specifically STI awards), we use executive performance scorecards for each of the NEOs. 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 adherence to their respective risk appetite parameters. Bank-wide and business unit/function specific risk adherence scores are also taken into consideration when finalizing performance ratings and the resulting STI awards. Below is an illustration of how the executive performance scorecards are structured for the NEOs and what factors/metrics are considered with corresponding weightings. Company performance (strategic imperatives and achievement against operating plan), Business Line/Functional performance (growth, profits, returns, customer experience (“CX”) and employee experience (“EX”)) and Individual performance (primarily leadership, talent development and risk management outcomes) are all considered in the short-term incentive award determination. Market Analysis. The C&HC Committee reviews an estimated market pay range for each NEO role. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms. This practice is designed to ensure that our NEO pay appropriately reflects market pay, based on varying levels of performance. The C&HC Committee determined that all of our NEOs were appropriately positioned in the range of our peer group compensation data based on tenure in the role and performance. In establishing pay levels for the NEOs, the C&HC Committee considers the various quantitative and qualitative factors set forth in this CD&A in the context of market data, internal equity, the value of the executive’s performance over the long-term, and their future potential with M&T. In addition, the C&HC Committee reviewed the performance of the NEOs against the executive performance scorecard metrics described above.
2024 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 executive performance scorecards provide a framework to assess annual 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 2025 for 2024 performance:
2024 NEO Compensation Elements
| • | the performance of M&T during 2024 relative to its operating plan and relative to the peer group; |
2024 NEO Compensation Elements
| • | compensation peer group market data for the roles occupied by each of the NEOs. |
2024 NEO Compensation Elements
| Named Executive Officer | 2024 STI ($) | | René F. Jones | 3,000,000 | | Daryl N. Bible | 1,400,000 | | Kevin J. Pearson | 1,820,000 | | Christopher E. Kay | 1,225,000 | | Michael Todaro | 1,300,000 |
2024 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 (ranging from 59% to 74%) of 2023 performance year variable compensation was awarded to NEOs through LTI grants in January 2024 under the 2019 Equity Plan. 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 2024 based upon 2023 performance was 35% Performance Hurdled Stock Units (PHSUs), 50% Performance Vested Stock Units (PVSUs) and 15% 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 PHSUs and PVSUs are subject to performance metrics in order for awards to vest. 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. In addition, M&T continues to monitor the LTI mix on an annual basis. The C&HC Committee determined the dollar value of the LTI awards to be made to the NEOs at its meeting in January 2024. Following that meeting, the 2023 performance year equity awards were granted on January 31, 2024. 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 2023 performance was warranted for all NEOs.
2024 NEO Compensation Elements
| Named Executive Officer | Total 2023 Performance Year LTI Award (2024 Grant) ($) | 2023 Performance Year Options (15%) ($) | 2023 Performance Year PHSUs (35%) ($) | 2023 Performance Year PVSUs (50%) ($) | | René F. Jones | 6,000,000 | 900,000 | 2,100,000 | 3,000,000 | | Daryl N. Bible | 2,125,000 | 318,750 | 743,750 | 1,062,500 | | Kevin J. Pearson | 2,500,000 | 375,000 | 875,000 | 1,250,000 | | Christopher E. Kay | 1,500,000 | 225,000 | 525,000 | 750,000 | | Michael Todaro | 1,200,000 | 180,000 | 420,000 | 600,000 |
2024 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 percentile 50th percentile 25th percentile <25th percentile | 150% 100% 75% 50% | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 5% | 0% | N/A | 0% |
2024 NEO Compensation Elements
| (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |
2024 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 77% as approved by the C&HC Committee. The earned DEUs for the NEOs are as follows: Mr. Jones 1,306, Mr. Pearson 591, Mr Kay 320 and Mr. Todaro 184. |
2024 NEO Compensation Elements
Stock Options. M&T also awards a portion of the 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 2024 for 2023 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 NEO Compensation Elements
2025 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 maintain the strong link between company performance and executive compensation, the C&HC Committee maintained the percentage of LTI awarded in PVSUs while slightly decreasing the percentage awarded in stock options. The NEO LTI mix awarded in January 2025 based upon 2024 performance was:
2024 NEO Compensation Elements
| • | 10% Non-Qualified Stock Options |
2024 NEO Compensation Elements
| Named Executive Officer(1) | Total 2024 Performance Year LTI Award (2025 Grant) ($) | 2024 Performance Year Options (10%) ($) | 2024 Performance Year PHSUs (40%) ($) | 2024 Performance Year PVSUs (50%) ($) | | René F. Jones | 7,400,000 | 740,000 | 2,960,000 | 3,700,000 | | Daryl N. Bible | 2,350,000 | 235,000 | 940,000 | 1,175,000 | | Kevin J. Pearson | 2,830,000 | 283,000 | 1,132,000 | 1,415,000 | | Christopher E. Kay | 1,700,000 | 170,000 | 680,000 | 850,000 | | Michael Todaro | 1,300,000 | 130,000 | 520,000 | 650,000 |
2024 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% |
2024 NEO Compensation Elements
| (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |
2024 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% |
2024 NEO Compensation Elements
| (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |
2024 NEO Compensation Elements
Equity Grant Practices. As noted above, the C&HC Committee grants equity-based awards to our executive officers in the form of PHSUs, PVSUs and non-qualified stock options. All grants are made subject to M&T’s Administrative Policy for Equity Award Grants (the “Grant Policy”). Under the Grant Policy, annual on- cycle equity awards are granted at the same time each year as part of our annual pay-for-performance cycle in the first quarter of the year. Off-cycle equity awards are granted at month-end, as required by the Grant Policy. Under the Grant Policy, the C&HC Committee avoids granting equity awards during periods in which there is undisclosed material non-public information about M&T or during blackout periods as defined in M&T’s Insider Trading Policy. The C&HC Committee also does not grant equity awards in anticipation of the release of material, nonpublic information, and M&T does not time the release of material, nonpublic information based on equity award grant dates, vesting events or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant. The exercise price for options is not less than 100% of the Fair Market Value on the date of grant. During 2024, no equity awards were granted to our NEOs during the four business days prior to, or the one business day following, the filing of M&T’s periodic reports or the filing or furnishing of a Form 8-K that disclosed material non-public information.
René F. Jones - Chairman and Chief Executive Officer
| Company Results (“What”) | Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was in the top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as the Common Equity Tier 1 capital ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in the third quarter of 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases | | | Progress against Strategic Imperatives • Increased employee engagement levels in key markets (New England & Long Island), along with increases in Retail and Business Banking NPS in these key markets; named a Top 5 SBA lender in all but two markets • Made significant progress in financial systems modernization | | | Customer Experience • Established and deployed “The Way We Work” program aligning the organization around common capabilities including CX, agility, process improvement and change management • Formed the Strategic Investment Committee to prioritize strategic investments; governance in place to track progress and drive accountability toward ROI/achievement of key results | | Qualitative Results (“How”) | Employee Experience • Continued focus on talent management, including executive succession plans and the establishment of “NextGen” program to accelerate development of pipeline talent with diverse experience, skill sets and backgrounds • Continued to mature our pay-for-performance practices and culture | | | Leadership • Successfully managed significant leadership transitions, demonstrating resiliency of succession program • Sourced and hired key external talent to continue to mature our capabilities and strengthen team | | | Continued Strengthening of Risk Management Capabilities • Continued focus on credit portfolio mix and enhancing our credit delivery model; meaningfully reduced the level of criticized commercial and industrial and commercial real estate loans, and commercial real estate loan concentration in 2024 • Company continues to operate within its established risk appetite parameters, which was updated and affirmed by the Risk Committee of the Board • Continued to enhance system resiliency and mature cybersecurity capabilities |
René F. Jones - Chairman and Chief Executive Officer (continued)
| | | | | | | Performance Year | | | | | 2023 | 2024 | | | Salary | $1,100,000 | $1,100,000 | | | STI Payout | $2,150,000 | $3,000,000 | | | NQ Stock Options | $900,000 | $740,000 | | | PHSUs(1) | $2,100,000 | $2,960,000 | | | PVSUs(2) | $3,000,000 | $3,700,000 | | | LTI Grant | $6,000,000 | $7,400,000 | | | Total Direct Compensation | $9,250,000 | $11,500,000 | |
Linking 2024 CEO Pay Elements to Performance
| • | 64% of variable pay is equity-based deferred LTI subject to multi-year vesting and forfeiture to align shareholder and executive interests |
Linking 2024 CEO Pay Elements to Performance
| • | NQ Stock Options vest ratably over three years on the anniversary of the grant date and provide value only if M&T’s stock price increases from the date that the options are granted |
Daryl Bible - Senior Executive Vice President and Chief Financial Officer
| Company Results (“What”) | Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as the Common Equity Tier 1 capital ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in the third quarter of 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases | | | Progress against Strategic Imperatives • Substantial progress towards enterprise priorities, clearing major milestones in many strategic investment committee initiatives and making some generational investments in the physical and technological infrastructure • Established various strategic project & business reviews to focus the organization on achieving priorities, becoming more efficient, more collaborative, transparent, and creating results | | | Customer Experience • Introduced automated controls & reporting; simplified the payments processes; and enhanced reconciliation capabilities • Continued improving the internal forecasting processes by implementing a new and simplified planning and forecasting system. | | Qualitative Results (“How”) | Employee Experience • Brought in expert talent while simultaneously growing and developing internal talent | | | Leadership • Continued to increase engagement with shareholders, rating agencies, and equity & fixed income communities • Supported the Regional Presidents and Relationship Managers by participating in joint customer calls | | | Risk Management • Completed planned system retirements, redeployed related resources, and completed projects related to data foundation • Oversaw company’s supervisory stress test, which resulted in lower stress capital buffer in 2024 • Enhanced SOX program to follow a risk-based approach, providing a more granular and detailed review of the areas with heightened risk |
Daryl Bible - Senior Executive Vice President and Chief Financial Officer (continued)
| | | | | | | Performance Year | | | | | 2023(1) | 2024 | | | Salary | $740,000 | $740,000 | | | STI Payout | $750,000 | $1,400,000 | | | NQ Stock Options | $318,750 | $235,000 | | | PHSUs(2) | $743,750 | $940,000 | | | PVSUs(3) | $1,062,500 | $1,175,000 | | | LTI Grant | $2,125,000 | $2,350,000 | | | Total Direct Compensation | $3,615,000 | $4,490,000 | |
Kevin J. Pearson - Vice Chairman
| Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • In addition, revenues for Mortgage, Dealer Services, Wealth and Institutional Client Services divisions exceeded 2024 Operating Plan | | | Progress against Strategic Imperatives • Established routines that have brought transparency to business performance and significantly increased financial accountability of business leaders • Continued progress on optimizing the Wealth operating model, including a review of existing processes as well as the roll out of a lead generation system that met its first-year target for receiving and closing referrals | | | Customer Experience • Established a routine of bringing the businesses of the bank together to help drive consistent integration of enterprise platforms and to share business opportunities and challenges; this shift has provided an opportunity to accelerate overall business performance • Supported business development through client meetings • Improved NPS scores in Mortgage; maintained J.D. Power Mortgage rating and J.D. Power Dealer satisfaction rating | | Qualitative Results (“How”) | Employee Experience • Modeled “The Way We Work” behaviors and reinforced key principles in strategic initiatives and within teams • Helped to drive employee engagement through participation in town halls and other internal employee forums | | | Leadership • Acted as interim head of Wealth to provide consistency and support to the leadership team and customers during the transition; led the effort to choose the new head of Wealth • Focused on mentoring and development of executive talent and supported leadership transitions across the enterprise | | | Risk Management • Ensured needed resources were focused on enhancing risk management efforts and ensured direct accountability of risk management leaders • Engaged in the development and integration of Credit Delivery Acceleration into risk management efforts |
Kevin J. Pearson - Vice Chairman (continued)
| | | | | | | Performance Year | | | | | 2023 | 2024 | | | Salary | $775,000 | $775,000 | | | STI Payout | $1,300,000 | $1,820,000 | | | NQ Stock Options | $375,000 | $283,000 | | | PHSUs(1) | $875,000 | $1,132,000 | | | PVSUs(2) | $1,250,000 | $1,415,000 | | | LTI Grant | $2,500,000 | $2,830,000 | | | Total Direct Compensation | $4,575,000 | $5,425,000 | |
Christopher E. Kay - Senior Executive Vice President and Head of Enterprise Platforms
| Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • In addition, revenues for Retail Banking division exceeded 2024 Operating Plan | | | Progress against Strategic Imperatives • Ensured the voice of the markets were present in business conversations and drove the response to regional resourcing issues and needs • Continued to drive integration of common capabilities across business lines and focused on strengthening collaboration and identifying shared opportunities for focus in the Consumer Bank • Drove growth in New England through Marketing capabilities; Retail Banking pace of growth was higher and sales productivity improved; Business Banking performance in New England continues to be strong across most metrics | | | Customer Experience • Led “The Way We Work” program focused on realigning the organization around common capabilities including CX, agility, process improvement, and change management • Developed a common governance framework for strategic projects to ensure appropriate resourcing and transparency • Successfully rolled out Business Banking customer alignment program, representing 18 months of cross-divisional partnership | | Qualitative Results (“How”) | Employee Experience • Focused on development of people managers and increased manager effectiveness scores • Increased employee engagement levels in the Retail Bank which led to reduced voluntary turnover year over year • Listened to the needs of employees in Business Banking to create a stronger culture of inclusion and belonging that led to the highest scores in company for employee engagement and manager effectiveness | | | Leadership • Participated in the development of a framework for elevating NextGen talent, with an eye toward talent development and delivering on the company’s strategic priorities • Focused on talent development and succession, specifically hired top talent for the Office of the Customer and Enterprise Communications to enhance the company’s competitive advantage | | | Risk Management • Served in governance roles across the company; focused on managing risk across the business portfolio • Made significant investments in first-line risk capabilities in both Retail Banking and Business Banking |
Christopher E. Kay - Senior Executive Vice President and Head of Enterprise Platforms (continued)
| | | | | | | Performance Year | | | | | 2023 | 2024 | | | Salary | $725,000 | $725,000 | | | STI Payout | $950,000 | $1,225,000 | | | NQ Stock Options | $225,000 | $170,000 | | | PHSUs(1) | $525,000 | $680,000 | | | PVSUs(2) | $750,000 | $850,000 | | | LTI Grant | $1,500,000 | $1,700,000 | | | Total Direct Compensation | $3,175,000 | $3,650,000 | |
Michael Todaro - Senior Executive Vice President and Chief Risk Officer
| Company Results (“What”) | Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as Common Equity Tier 1 ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in Q3 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases | | | Progress against Strategic Imperatives • Major contributor in development of strategies and executing programs to reduce classified asset levels and Commercial Real Estate concentrations to below prescribed limits/targets • Significant progress on strengthening the independent risk management function, including creation of regulatory risk management committee, maturing/simplifying risk ratings and metrics, and strong project/change management | | | Customer Experience • Significant progress in the build out of first line risk officer capabilities across the company • Promoted candor in identifying problems and promoted cooperation across first line risk teams to improve outcomes | | Qualitative Results (“How”) | Employee Experience • Created routines to strengthen team engagement, track progress, and address roadblocks • Continued focus on talent and performance practices & culture | | | Leadership • Focused on development of management routines and developing management skills of new leaders • Recruited a strong successor for the CRO role, providing several months for transition | | | Risk Management • Completed review and revision of Risk Appetite Framework – including new limits for all major asset classes, plus liquidity, Operations Risk and Cyber – which was approved by the Risk Committee and the Board • Made significant progress in enhancing the second line credit function |
Michael Todaro - Senior Executive Vice President and Chief Risk Officer (continued)
| | | | | | Performance Year 2024(1) | | | Salary | $600,000 | | | STI Payout | $1,300,000 | | | NQ Stock Options | $130,000 | | | PHSUs(2) | $520,000 | | | PVSUs(3) | $650,000 | | | LTI Grant | $1,300,000 | | | Total Direct Compensation | $3,200,000 | |
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. Messrs. Pearson and Todaro participate in the defined benefit plan and continue to receive benefit accruals. Mr. Jones elected to have his 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. 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 and other eligible participants 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
Retirement and Other Benefits
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. Other perquisites may include tax preparation, parking, meals, executive physical examinations and use of a corporate apartment.
Sound Compensation and Governance Practices and Policies
The Stock Ownership Guidelines provide that executive officers should achieve the targeted stock ownership levels within five years of first becoming subject to the Stock Ownership Guidelines. Once the ownership threshold is met, executives are expected to maintain the required ownership amount as long as they are subject to the Stock Ownership Guidelines. Shares counted towards the Stock Ownership 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 requirement, the individual is expected to 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, 2025, all executive officers are in compliance with the Stock Ownership Guidelines.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| Name and Principal Position | Yr. | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Comp. ($) | Change in Pension Value and Non- Qualified Deferred Comp. Earnings(2) ($) | All Other Comp.(3),(4) ($) | Total ($) | | René F. Jones | 2024 | 1,100,000 | 3,000,000 | 5,100,172 | 900,012 | — | — | 165,399 | 10,265,583 | | Chairman & | 2023 | 1,100,000 | 2,150,000 | 4,800,120 | 1,200,010 | — | 11,982 | 123,445 | 9,385,557 | | Chief Executive Officer | 2022 | 1,000,000 | 2,400,000 | 4,240,259 | 1,060,019 | — | — | 115,429 | 8,815,707 | | Daryl N. Bible(5) | 2024 | 740,000 | 1,900,000 | 1,806,348 | 318,776 | — | — | 75,226 | 4,840,350 | | Senior Executive Vice President & | 2023 | 418,385 | 750,000 | 2,500,137 | — | — | — | 23,162 | 3,691,684 | | Chief Financial Officer | | | | | | | | | | | Kevin J. Pearson | 2024 | 775,000 | 1,820,000 | 2,125,083 | 375,005 | — | 95,212 | 68,494 | 5,258,794 | | Vice Chairman | 2023 | 775,000 | 1,300,000 | 2,000,232 | 500,020 | — | 163,129 | 68,719 | 4,807,100 | | | 2022 | 775,000 | 1,500,000 | 1,920,092 | 480,006 | — | — | 57,979 | 4,733,077 | | Christopher E. Kay | 2024 | 725,000 | 1,225,000 | 1,275,077 | 225,003 | — | — | 80,343 | 3,530,423 | | Senior Executive Vice President & | 2023 | 725,000 | 950,000 | 1,180,296 | 295,044 | — | — | 71,608 | 3,221,948 | | Head of Enterprise Platforms | 2022 | 725,000 | 1,000,000 | 1,040,163 | 260,009 | — | — | 61,015 | 3,086,187 | | Michael Todaro(6) | 2024 | 594,231 | 1,300,000 | 1,020,144 | 180,020 | — | 95,834 | 75,841 | 3,266,070 | | Senior Executive Vice President & | | | | | | | | | | | Chief Risk Officer | | | | | | | | | |
2024 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”). |
2024 Summary Compensation Table
The grant date fair value of stock awards for 2024 reflected in this column is based on the closing price of M&T common stock on January 31, 2024, or $138.10. These amounts were calculated in accordance with applicable accounting guidance (i.e., at target for PVSUs awarded in 2024). At the maximum level of performance, the value of the PVSUs awarded in 2024 would be: $4,500,127 for Mr. Jones; $1,593,812 for Mr. Bible; $1,875,122 for Mr. Pearson; $1,125,032 for Mr. Kay; and $900,067 for Mr. Todaro. 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.
2024 Summary Compensation Table
| Dividend Yield | 3.77% | | Volatility | 35.69 | | Risk-Free Interest Rate | 3.93% | | Expected Life (Years) | 6.50 |
2024 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. For Mr. Jones, the amount for 2024 was $(4,878). The assumptions used to calculate the present value of accumulated benefits are the same as those used for Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation-Retirement Benefits (“FASB ASC Topic 715”) financial statement disclosure purposes, except that no pre-retirement decrements are assumed. The present value of accrued benefits as of December 31, 2024 is calculated assuming the executive commences his or her accrued benefit earned through December 31, 2024 at normal retirement age. See Note 12 to the Financial Statements of M&T’s 2024 Form 10-K. |
2024 Summary Compensation Table
Normal retirement age is age 65 for all participants. It is assumed that the participants will elect the single life annuity form.
2024 Summary Compensation Table
| 68 | |
2024 Summary Compensation Table
| (3) This column includes information from the following table for each NEO in 2024: |
2024 Summary Compensation Table
| Name | Retirement Savings Plan ($) | Leadership Retirement Savings Plan ($) | Qualified RAA / DEC Employer Contribution(a) ($) | Leadership RAA /DEC Employer Contribution(a) ($) | Term Life Insurance Premiums ($) | | René F. Jones | 17,250 | 17,250 | 22,425 | 22,425 | 7,524 | | Daryl N. Bible | 17,250 | 17,250 | 7,245 | 7,245 | 3,564 | | Kevin J. Pearson | 17,250 | 17,250 | | | 7,524 | | Christopher E. Kay | 17,250 | 17,250 | 9,488 | 9,488 | 1,615 | | Michael Todaro | 17,250 | 17,250 | | | 1,782 |
2024 Summary Compensation Table
| (a) The Retirement Accumulation Account (“RAA”) was frozen to new participants at the end of 2019 and replaced by the Discretionary Employer Contribution (“DEC”). An eligible employee can only participate in either the pension plan, RAA or DEC. Messrs. Pearson and Todaro elected to remain in the pension plan. Messrs. Jones and Kay participate in the RAA and Mr. Bible in the DEC. This is further explained under the Pension Benefits and the Nonqualified Deferred Compensation sections of the proxy statement. |
2024 Summary Compensation Table
| (4) Perquisites provided to the NEOs in 2024 included the following (as indicted by “X”): |
2024 Summary Compensation Table
| Name | Club Membership Dues & Expenses | Tax Preparation | Parking | Meals | Executive Physical | | René F. Jones(a) | X | X | X | X | X | | Daryl N. Bible | | X | X | X | X | | Kevin J. Pearson | | X | X | X | | | Christopher E. Kay | X | X | X | X | | | Michael Todaro | X | X | X | X | |
2024 Summary Compensation Table
| (a) In addition to these perquisites, Mr. Jones’ perquisites included use of a corporate apartment in an amount of $32,902. Mr. Jones’ club membership dues and expenses totaled $25,044 in 2024. No other perquisites provided in 2024 to the NEOs exceeded the greater of $25,000 or 10% of the total perquisites provided to each NEO. |
2024 Summary Compensation Table
| (5) Mr. Bible first became an NEO in the proxy statement filed on March 5, 2024, and therefore only his compensation for 2023 and 2024 is reported. Included in Mr. Bible’s bonus for 2024 is his cash bonus of $500,000 he received at the time of hire in June 2023, which was forfeitable by Mr. Bible should he separate from M&T within one year, and therefore is reported in his 2024 compensation in this Summary Compensation Table in accordance with SEC rules. |
2024 Summary Compensation Table
| (6) Mr. Todaro was not an NEO prior to this proxy statement, and therefore only his compensation for 2024 is reported. |
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 and 2024 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, 2022 to all domestic employees, excluding the CEO, employed as of December 31, 2022, 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 0.66% 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 (10 employees), the United Kingdom (91 employees), Germany (8 employees) and Ireland (38 employees).
CEO Pay Ratio
| | 69 |
CEO Pay Ratio
| Total non-U.S. employees: | 147 | | Total U.S. employees (not including CEO): | 22,207 |
CEO Pay Ratio
As calculated using the methodology required for the 2024 Summary Compensation Table, the annual total compensation of Mr. Jones was $10,265,583 and the annual total compensation of the median employee for the corresponding period was $87,679, which yields a ratio of 117 to 1.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2024.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| Name | C&HC Committee Approval Date | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($) | | | 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 ($) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | René F. Jones | 1/26/2024 | 1/31/2024 | — | — | — | — | 21,724 | 32,586 | — | — | — | 3,000,084 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | 15,207 | — | — | — | — | 2,100,087 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | — | — | — | 21,048 | 138.10 | 900,012 | | Daryl N. Bible | 1/26/2024 | 1/31/2024 | — | — | — | — | 7,694 | 11,541 | — | — | — | 1,062,541 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | 5,386 | — | — | — | — | 743,807 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | — | — | — | 7,455 | 138.10 | 318,776 | | Kevin J. Pearson | 1/26/2024 | 1/31/2024 | — | — | — | — | 9,052 | 13,578 | — | — | — | 1,250,081 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | 6,336 | — | — | — | — | 875,002 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | — | — | — | 8,770 | 138.10 | 375,005 | | Christopher E. Kay | 1/26/2024 | 1/31/2024 | — | — | — | — | 5,431 | 8,147 | — | — | — | 750,021 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | 3,802 | — | — | — | — | 525,056 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | — | — | — | 5,262 | 138.10 | 225,003 | | Michael Todaro | 1/26/2024 | 1/31/2024 | — | — | — | — | 4,345 | 6,518 | — | — | — | 600,045 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | 3,042 | — | — | — | — | 420,100 | | | 1/26/2024 | 1/31/2024 | — | — | — | — | — | — | — | 4,210 | 138.10 | 180,020 |
2024 Grants of Plan-Based Awards
| (1) Vesting of the PVSU awards granted to the NEOs in 2024, which appears in the first row for each NEO, 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 and absolute and relative ROTA (the “PVSU Performance Metrics”) for the three-year performance period of 2024–2026, with performance certified by the C&HC Committee in the first quarter of 2027. 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. |
2024 Grants of Plan-Based Awards
| (2) Vesting of the PHSU awards granted to the NEOs in 2024, which appears in the second row for each NEO, is scheduled to occur on a graduated basis with 33% vesting on January 31, 2025, an additional 33% vesting on January 31, 2026 and the remaining 34% vesting on January 31, 2027. Each vesting is contingent upon M&T achieving a pre-established net operating ROTCE metric (the “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. |
2024 Grants of Plan-Based Awards
| (3) Vesting of the stock option awards granted to the NEOs in 2024 is scheduled to occur on a graduated basis with 33% vesting on January 31, 2025, an additional 33% vesting on January 31, 2026 and the remaining 34% vesting on January 31, 2027. 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. |
2024 Grants of Plan-Based Awards
| (4) The amounts indicated represent the aggregate grant date fair value of equity awards granted to each of the NEOs in 2024. The grant date fair values are calculated in accordance with FASB ASC Topic 718. |
2024 Grants of Plan-Based Awards
| 70 | |
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, 2024 for the NEOs.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 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(5) ($) | | René F. Jones | 16,770 | — | — | 190.78 | 1/31/2028 | — | — | — | — | | | 22,215 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 30,541 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 27,733 | — | — | 132.47 | 1/29/2031 | — | — | — | — | | | 15,312 | 7,657 | — | 169.38 | 1/31/2032 | — | — | — | — | | | 8,389 | 16,779 | — | 156.00 | 1/31/2033 | — | — | — | — | | | — | 21,048 | — | 138.10 | 1/31/2034 | 28,594 | 5,375,958 | 58,497 | 10,998,021 | | Daryl N. Bible(6) | — | 7,455 | — | 138.10 | 1/31/2034 | 17,304 | 3,253,325 | 11,922 | 2,241,455 | | Kevin J. Pearson | 10,062 | — | — | 190.78 | 1/31/2028 | — | — | — | — | | | 13,296 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 18,540 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 15,087 | — | — | 132.47 | 1/29/2031 | — | — | — | — | | | 6,934 | 3,467 | — | 169.38 | 1/31/2032 | — | — | — | — | | | 3,495 | 6,992 | — | 156.00 | 1/31/2033 | — | — | — | — | | | — | 8,770 | — | 138.10 | 1/31/2034 | 12,029 | 2,261,572 | 24,375 | 4,582,744 | | Christopher E. Kay | 3,756 | 1,878 | — | 169.38 | 1/31/2032 | — | — | — | — | | | 2,062 | 4,126 | — | 156.00 | 1/31/2033 | — | — | — | — | | | — | 5,262 | — | 138.10 | 1/31/2024 | 7,093 | 1,333,555 | 14,522 | 2,730,281 | | Michael Todaro | 2,348 | — | — | 190.78 | 1/31/2028 | — | — | — | — | | | 3,030 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 4,517 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 2,167 | 1,084 | — | 169.38 | 1/31/2032 | — | — | — | — | | | 1,538 | 3,077 | — | 156.00 | 1/31/2033 | — | — | — | — | | | — | 4,210 | — | 138.10 | 1/31/2024 | 5,367 | 1,009,050 | 11,286 | 2,121,881 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Vesting details provided below in separate chart for outstanding stock options, PHSUs and PVSUs. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) Vesting of the PHSU awards granted to the NEOs in 2022, 2023 and 2024 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. See footnotes (1), (2) and (3) to the table set forth above titled “2024 Grants of Plan-Based Awards” for the vesting schedule of the stock awards granted to the NEOs in 2024. 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Vesting of the PVSU award granted to the NEOs in 2024 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 and absolute and relative ROTA 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | 71 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) The PVSUs granted on January 31, 2022, with a performance period of January 1, 2022 through December 31, 2024, vested on December 31, 2024, and were earned based on the level of achievement against the pre-established performance metrics as determined by the C&HC Committee on February 14, 2025. These PVSUs are reflected in the 2024 Options Exercised and Stock Vested table. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Values based on closing price of M&T’s common stock on the NYSE on December 31, 2024 of $188.01. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) For Mr. Bible, the number of unvested shares includes his remaining unvested restricted stock units that were granted to him upon his joining M&T in accordance with our Grant Policy. One-third of the award vested in July 2024, 33% of the award is scheduled to vest on July 31, 2025 and 34% on July 31, 2026. The restricted stock units allow for accelerated vesting in cases of death, disability, retirement, position elimination, or change in control. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name(1) | Grant Date | Total Unvested Options Outstanding | Options Not Vested | Remaining Vesting Dates | | René F. Jones | 1/31/2022 | 7,657 | 7,657 | 1/31/2025 | | | 1/31/2023 | 16,779 | 8,389 | 1/31/2025 | | | | | 8,390 | 1/31/2026 | | | 1/31/2024 | 21,048 | 7,016 | 1/31/2025 | | | | | 7,016 | 1/31/2026 | | | | | 7,016 | 1/31/2027 | | Daryl N. Bible | 1/31/2024 | 7,455 | 2,485 | 1/31/2025 | | | | | 2,485 | 1/31/2026 | | | | | 2,485 | 1/31/2027 | | Kevin J. Pearson | 1/31/2022 | 3,467 | 3,467 | 1/31/2025 | | | 1/31/2023 | 6,992 | 3,496 | 1/31/2025 | | | | | 3,496 | 1/31/2026 | | | 1/31/2024 | 8,770 | 2,923 | 1/31/2025 | | | | | 2,923 | 1/31/2026 | | | | | 2,924 | 1/31/2027 | | Christopher E. Kay | 1/31/2022 | 1,878 | 1,878 | 1/31/2025 | | | 1/31/2023 | 4,126 | 2,063 | 1/31/2025 | | | | | 2,063 | 1/31/2026 | | | 1/31/2024 | 5,262 | 1,754 | 1/31/2025 | | | | | 1,754 | 1/31/2026 | | | | | 1,754 | 1/31/2027 | | Michael Todaro | 1/31/2022 | 1,084 | 1,084 | 1/31/2025 | | | 1/31/2023 | 3,077 | 1,538 | 1/31/2025 | | | | | 1,539 | 1/31/2026 | | | 1/31/2024 | 4,210 | 1,403 | 1/31/2025 | | | | | 1,403 | 1/31/2026 | | | | | 1,404 | 1/31/2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 72 | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Grant Date | Performance Based Stock Units Granted | Performance Based Stock Units Not Vested | Remaining Vesting Dates | | René F. Jones | 1/31/2022 | 9,388 | 3,130 | 1/31/2025 | | | 1/31/2023 | 15,385 | 5,128 | 1/31/2025 | | | | | 5,129 | 1/31/2026 | | | 1/31/2023 | 15,385(1) | 16,557 | 12/31/2025 | | | 1/31/2024 | 15,207 | 5,068 | 1/31/2025 | | | | | 5,069 | 1/31/2026 | | | | | 5,070 | 1/31/2027 | | | 1/31/2024 | 21,724(1) | 22,441 | 12/31/2026 | | Daryl N. Bible | 7/31/2023 | 17,876 | 5,959 | 7/31/2025 | | | | | 5,959 | 7/31/2026 | | | 1/31/2024 | 5,386 | 1,795 | 1/31/2025 | | | | | 1,795 | 1/31/2026 | | | | | 1,796 | 1/31/2027 | | | 1/31/2024 | 7,694(1) | 7,948 | 12/31/2026 | | Kevin J. Pearson | 1/31/2022 | 4,251 | 1,418 | 1/31/2025 | | | 1/31/2023 | 6,411 | 2,137 | 1/31/2025 | | | | | 2,138 | 1/31/2026 | | | 1/31/2023 | 6,411(1) | 6,899 | 12/31/2025 | | | 1/31/2024 | 6,336 | 2,111 | 1/31/2025 | | | | | 2,112 | 1/31/2026 | | | | | 2,113 | 1/31/2027 | | | 1/31/2024 | 9,052(1) | 9,351 | 12/31/2026 | | Christopher E. Kay | 1/31/2022 | 2,303 | 768 | 1/31/2025 | | | 1/31/2023 | 3,783 | 1,261 | 1/31/2025 | | | | | 1,262 | 1/31/2026 | | | 1/31/2023 | 3,783(1) | 4,071 | 12/31/2025 | | | 1/31/2024 | 3,802 | 1,267 | 1/31/2025 | | | | | 1,267 | 1/31/2026 | | | | | 1,268 | 1/31/2027 | | | 1/31/2024 | 5,431(1) | 5,610 | 12/31/2026 | | Michael Todaro | 1/31/2022 | 1,329 | 444 | 1/31/2025 | | | 1/31/2023 | 2,821 | 940 | 1/31/2025 | | | | | 941 | 1/31/2026 | | | 1/31/2023 | 2,821(1) | 3,036 | 12/31/2025 | | | 1/31/2024 | 3,042 | 1,013 | 1/31/2025 | | | | | 1,014 | 1/31/2026 | | | | | 1,015 | 1/31/2027 | | | 1/31/2024 | 4,345(1) | 4,488 | 12/31/2026 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) 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 for 2023 awards, and absolute and relative ROTCE and relative and absolute ROTA performance for the 2024 awards. 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | 73 |
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 2024 for the NEOs, as well as the number of stock awards vested and the value realized upon vesting.
2024 Options Exercised and Stock Vested
2024 Options Exercised and Stock Vested
2024 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) ($) | | René F. Jones | — | — | 25,889 | 4,526,047.81 | | Daryl N. Bible | — | — | 5,958 | 1,057,068.36 | | Kevin J. Pearson | — | — | 11,928 | 2,084,312.32 | | Christopher E. Kay | — | — | 7,191 | 1,242,341.18 | | Michael Todaro | 4,487 | 366,314.64 | 3,826 | 1,029,317.96 |
2024 Options Exercised and Stock Vested
| (1) Includes PVSUs granted on January 31, 2022 with a performance period of January 1, 2022 through December 31, 2024. The PVSUs and dividend equivalent units vested on December 31, 2024 and were earned and delivered after the level of achievement of 77% against the pre-established performance metrics was determined by the C&HC Committee on February 14, 2025. |
2024 Options Exercised and Stock Vested
| (2) Amounts were calculated using the closing price of M&T’s common stock on the NYSE on the vesting dates. This also includes accrued cash dividends that payout only to the extent the underlying shares vest and distribute to participants. |
Pension Benefits
Pension Benefits The following table sets forth the present value of the accumulated pension benefits for the NEOs.
2024 Pension Benefits(1)(5)
2024 Pension Benefits(1)(5)
2024 Pension Benefits(1)(5)
| Name | Plan Name | Number of Years Credited Service(3) | Present Value of Accumulated Benefit ($) | Payments during Last Fiscal Year ($) | | René F. Jones | Qualified Pension Plan(2) | 13 | 246,742 | — | | Kevin J. Pearson | Qualified Pension Plan(2) | 35 | 1,230,057 | — | | | Supplemental Pension Plan(2)(4) | 35 | 454,282 | — | | Michael Todaro | Qualified Pension Plan(2) | 28 | 966,565 | — | | | Supplemental Pension Plan(2)(4) | 28 | 429,655 | — |
2024 Pension Benefits(1)(5)
| (1) Please refer to footnote (2) to the “2024 Summary Compensation Table” for the assumptions used to calculate the present value of accumulated benefits. |
2024 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 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. Messrs. Pearson and Todaro elected to remain in the Qualified Pension Plan for periods on and after January 1, 2006. Mr. Jones elected to discontinue his future participation in the Qualified Pension Plan and Supplemental Pension Plan, choosing instead to participate in the Qualified RAA effective January 1, 2006. Mr. Jones has an accrued benefit under the Qualified Pension Plan as of December 31, 2005 but has ceased to earn any benefit accrual service and any further benefit under the Qualified Pension Plan as of January 1, 2006. |
2024 Pension Benefits(1)(5)
| 74 | |
2024 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. |
2024 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, Messrs. Pearson and Todaro elected to continue to actively participate in the revised Qualified Pension Plan and, as such, Messrs. Pearson and Todaro continue to participate in the Supplemental Pension Plan. Mr. Jones elected to discontinue his 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 2024, the Internal Revenue Code Section 401(a)(17) limit was $345,000 resulting in a plan compensation maximum of $690,000. Mr. Jones participated in the nonqualified deferred compensation plan in 2024 and was credited with a contribution for 2024 as reported below under the discussion of 2024 Nonqualified Deferred Compensation Plans. |
2024 Pension Benefits(1)(5)
| (5) Messrs. Kay and Bible are not participants in the Qualified Pension Plan or Supplemental Pension Plan. |
2024 Pension Benefits(1)(5)
Explanation of 2024 Pension Benefits Table. The 2024 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, 2024. See footnote (2) to the “2024 Summary Compensation Table.” The amounts indicated in the column titled “Present Value of Accumulated Benefit” represent the lump-sum value, as of December 31, 2024, of the annual benefit that was earned by the NEOs as of December 31, 2024, 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 “2024 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 “2024 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, 2024, Messrs. Jones, Pearson and Todaro were each 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 Messrs. Jones, Pearson and Todaro are each 100% vested in his benefits in the Qualified Pension Plan.
2024 Pension Benefits(1)(5)
| | 75 |
2024 Pension Benefits(1)(5)
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 2024, the Internal Revenue Code Section 401(a)(17) limit was $345,000 resulting in a compensation maximum of $690,000. 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, 2024, Messrs. Jones, Pearson and Todaro were each eligible for early retirement.
2024 Pension Benefits(1)(5)
| 76 | |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth contributions, earnings and year-end balances for 2024 with respect to nonqualified deferred compensation for the NEOs.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
2024 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 | 162,500 | 16,500 | 95,314 | — | 1,053,783 | | | Leadership RAA | — | 21,450 | 9,688 | — | 103,615 | | Daryl N. Bible | Leadership Deferral/Match | 111,000 | — | 6,029 | — | 117,029 | | | Leadership DEC | — | — | — | — | — | | Kevin J. Pearson | Leadership Deferral/Match | 168,750 | 16,500 | 580,766 | — | 2,402,644 | | | Leadership RAA | — | — | — | — | — | | Christopher E. Kay | Leadership Deferral/Match | 83,750 | 16,500 | 122,096 | — | 573,680 | | | Leadership RAA | — | 7,425 | 8,124 | — | 37,778 | | Michael Todaro | Leadership Deferral/Match | 216,635 | 16,500 | 114,152 | — | 1,112,547 | | | Leadership RAA | — | — | — | — | — |
2024 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 “2024 Summary Compensation Table.” The salaries in the “2024 Summary Compensation Table” include these contributions. Beginning in 2020, the NEOs had the opportunity to also make deferrals from their cash STI compensation. |
2024 Nonqualified Deferred Compensation
| (2) This column represents M&T matching contributions made by M&T attributable to 2023 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 2023 were made after December 31, 2023. |
2024 Nonqualified Deferred Compensation
| (3) This column reflects earnings or losses on nonqualified deferred compensation account balances in 2024. 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 “2024 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 .98% to 41.68% for the year ended December 31, 2024. |
2024 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. |
2024 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 “2024 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 2024.
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, 2024. 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.
2024 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 | 2,241,858 | — | — | 2,241,858 | | LTI(6) | 16,384,708 | 17,510,936 | 17,510,936 | 17,510,936 | | Total | 18,626,566 | 17,510,936 | 17,510,936 | 19,752,794 | | Daryl N. Bible(7) | | | | | | Severance and Health Benefit Coverage | 1,522,019 | — | — | 1,522,019 | | LTI(6) | 3,875,455 | 5,119,714 | — | 5,119,714 | | Total | 5,397,474 | 5,119,714 | — | 6,641,733 | | Kevin J. Pearson(5) | | | | | | Severance and Health Benefit Coverage | 1,592,268 | — | — | 1,592,268 | | LTI(6) | 5,703,357 | 7,711,482 | 7,711,482 | 7,711,482 | | Total | 7,295,625 | 7,711,482 | 7,711,482 | 9,303,750 | | Christopher E. Kay(5)(7) | | | | | | Severance and Health Benefit Coverage | 1,490,170 | — | — | 1,490,170 | | LTI(6) | 2,519,990 | 3,719,438 | — | 3,719,438 | | Total | 4,010,160 | 3,719,438 | — | 5,209,608 | | Michael Todaro(5) | | | | | | Severance and Health Benefit Coverage | 1,229,683 | — | — | 1,229,683 | | LTI(6) | 2,038,684 | 2,980,850 | 2,980,850 | 2,980,850 | | Total | 3,268,367 | 2,980,850 | 2,980,850 | 4,210,533 |
2024 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) 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. |
2024 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 stock options continue to vest pursuant to their original vesting schedule and the exercise period for stock options ends on the earlier of 4 years following retirement or the original 10 year expiration date. |
2024 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. |
2024 Post-Employment Benefits
| (5) See the “Present Value of Accumulated Benefit” column of the “2024 Pension Benefits” table and the “Aggregate Balance at Last FYE” column of the “2024 Nonqualified Deferred Compensation” table for additional payments upon termination. |
2024 Post-Employment Benefits
| (6) Value computed for each stock option grant by multiplying (i) the difference between (a) $188.01, the closing market price of a share of our common stock on December 31, 2024 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 31, 2024. |
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:
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 |
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. |
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 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 “2024 Grants of Plan-Based Awards.”
Accelerated Vesting of Equity Awards
| | 81 |
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.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for René F. Jones (1) ($) | Compensation Actually Paid to René F. Jones (1),(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) | | 2024 | 10,265,583 | 13,936,847 | 4,223,909 | 5,391,208 | 130.90 | 132.60 | 2,588 | 14.5 | | 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 |
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. |
Pay Versus Performance Table
| 2020—2021 | 2022 | 2023 | 2024 | | Darren J. King | Darren J. King | Daryl Bible | Daryl N. Bible | | Richard S. Gold | Richard S. Gold | Darren J. King | Kevin J. Pearson | | Kevin J. Pearson | Kevin J. Pearson | Kevin J. Pearson | Christopher E. Kay | | Doris P. Meister | Christopher E. Kay | Christopher E. Kay | Michael Todaro | | | | Doris P. Meister | |
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. |
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. |
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 ($) | Compensation Actually Paid to René F. Jones ($) | | 2024 | 10,265,583 | — | (6,000,184) | — | 9,671,448 | 13,936,847 | | 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 |
Pay Versus Performance Table
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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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 4,223,909 | (47,762) | (1,831,364) | 40,286 | 3,006,139 | 5,391,208 | | 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 |
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:
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 ($) | | 2024 | 8,742,030 | 1,898,683 | — | (969,265) | — | — | 9,671,448 | | 2023 | 5,237,834 | (110,045) | — | 1,175,884 | — | — | 6,303,673 | | 2022 | 4,560,864 | (10,132) | — | 681,157 | — | — | 5,231,889 | | 2021 | 5,243,324 | 912,355 | — | 370,059 | — | — | 6,525,738 | | 2020 | 2,537,896 | (542,301) | — | (35,073) | — | — | 1,960,522 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,668,226 | 540,597 | — | (202,684) | — | — | 3,006,139 | | 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 |
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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. |
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, 2023 and 2024. 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 measures to these corresponding non-GAAP measures. |
Pay Versus Performance Table
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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 five most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income 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 Net Income during the five most recently completed fiscal years.
Pay Versus Performance Table
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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 five most recently completed fiscal years. See Appendix A for a reconciliation of GAAP measures to these corresponding non-GAAP measures for 2022, 2023 and 2024. 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 2024 to company performance. The measures in this table are not ranked. Net Operating Income Earnings Per Share Return on Tangible Common Equity Return on Tangible Assets
Pay Versus Performance Table
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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, 2025 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, 2025, 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, 2025. 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.