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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☑ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material §240.14a-12 | |
| ☑ | No fee | |||
| ☐ | Fee paid previously with preliminary materials | |||
| ☐ | Fee computed on table 14a-6(i)(1) and0-11 | |||
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One M&T Plaza
Buffalo, New York 14203
March 7, 20185, 2024
Dear Shareholder,
You are cordially invited to attend the 20182024 Annual Meeting of Shareholders of M&T Bank Corporation. The Annual Meeting willCorporation to be held on the 10th Floor of One M&T Plaza in Buffalo, New York, on Tuesday, April 17, 2018,16, 2024, at 11:00 a.m. Eastern Time.
This year’s meeting will be a virtual Annual Meeting conducted by live webcast only. You will be able to attend the meeting online as more fully described in the accompanying notice of the Annual Meeting and proxy statement.
Shareholders will be asked to vote on the following matters:matters at the virtual Annual Meeting:
1. | election of |
2. | advisory approval of the |
3. | 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, |
4. | transaction of such other business as may properly come before the meeting and any adjournments thereof. |
Information about these matters can be found in the proxy statement.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please indicatewe encourage you to vote your voteshares as promptly as possible via the internet, by promptlytelephone or by executing and returning the enclosedyour signed proxy card or byif one was mailed to you, as further described in the proxy statement.
We encourage you to carefully review this year’s notice and proxy statement, which contain important information about voting, by telephone or overattending the Internet. Shareholders of record as ofvirtual Annual Meeting and the close of business on February 28, 2018, the record date, are entitled to receive notice of and to votebe conducted at the Annual Meeting.meeting.
We urgeThank you to vote for the election of the 17 nominees, to approve the 2017 compensationyour continued support of M&T Bank Corporation’s Named Executive Officers, and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2018.&T.
Sincerely,
RENÉ F. JONES
Chairman of the Board and
Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 2018
The Proxy Statement and 2017 Annual Report of M&T Bank Corporation (“M&T”) are available at http://ir.mandtbank.com/proxy.cfm.
YOUR VOTE IS IMPORTANT
It is important that your shares be represented and voted at the 2018 Annual Meeting of Shareholders. If your M&T shares of common stock are registered in your name with M&T’s transfer agent, Computershare, you are considered to be a “shareholder of record” and your proxy materials were mailed directly to you. You may vote in person at the meeting. You may also vote your shares by telephone, over the Internet or by mailing your signed proxy card in the postage-paid envelope you were provided. If your M&T shares of common stock are held by a broker, trustee, bank or other nominee, then that nominee is considered the shareholder of record and the shares are considered held in “street name” and you are the beneficial owner of the shares. M&T provided its proxy materials to that nominee for distribution to you along with its voting instruction card. As the beneficial owner of the shares, you have the right to direct your broker, trustee, bank or other nominee on how to vote and you are also invited to attend the meeting. However, if you are a beneficial owner, you are not the shareholder of record and you may not vote your street name shares in person at the meeting unless you follow the instructions from your nominee, which includes obtaining a legal proxy from the nominee that holds your shares. Please refer to the information your broker, trustee, bank or other nominee provided to you to determine what voting options are available to you. New York Stock Exchange rules do not permit brokers to vote street name shares on “non-routine” matters such as the election of directors, executive compensation and other “significant matters” unless they have received voting instructions from the beneficial owner. M&T therefore encourages shareholders whose shares are held in street name to promptly direct their vote for all of the agenda items using the proxy instruction card sent by the broker, trustee, bank or other nominee.
DISCONTINUE MULTIPLE MAILINGS
If you are a shareholder of record and have more than one account in your name or at the same address as other shareholders of record, you may authorize M&T to discontinue mailings of multiple annual reports and proxy statements. To discontinue multiple mailings, or to reinstate multiple mailings, please either mail your request to M&T Bank Corporation, Attention: Shareholder Relations, One M&T Plaza, Buffalo, New York 14203, or send your request to Shareholder Relations via electronic mail at ir@mtb.com.
One M&T Plaza,
Buffalo, New York 14203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
11:00 a.m. Eastern Time on Tuesday, April 16, 2024
PLACE
This year’s Annual Meeting will be held virtually and conducted solely online via webcast. Shareholders as of the record date will be able to attend and participate in the Annual Meeting by visiting: meetnow.global/MKWPZGK. Please see the accompanying proxy statement for important information about attending the virtual Annual Meeting.
ITEMS OF BUSINESS
| (1) | Election of 16 directors for one-year terms and until their successors have been duly elected and qualified. |
| (2) | Advisory approval of the 2023 compensation of M&T Bank Corporation’s Named Executive Officers. |
| (3) | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2024. |
| (4) | Transaction of such other business as may properly come before the meeting and any adjournments thereof. |
RECORD DATE
Shareholders of record of M&T’s common stock at 5:00 p.m. Eastern Time on February 22, 2024, are entitled to receive notice of and to vote at the Annual Meeting.
VOTING
It is important that your shares be represented and voted at the Annual Meeting. Shareholders as of the record date can vote their shares either during the virtual Annual Meeting or by proxy by using one of the following methods: (1) vote over the internet or by telephone using the instructions in the notice or proxy card; or (2) if you received a proxy card in the mail, complete, sign, date and promptly return the proxy card. Any proxy may be revoked in the manner described in the accompanying proxy statement. Any shareholder of record who attends the virtual Annual Meeting may withdraw his or her proxy and vote personally via the online platform during the Annual Meeting on any matter properly brought before the virtual Annual Meeting.
Please see the accompanying proxy statement for further information.
March 5, 2024
March 7, 2018
MARIE KING
Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2024
The proxy statement, as well as the message to shareholders and Form 10-K of M&T Bank Corporation (“M&T”) that together comprise our annual report for the year 2023, are available at www.edocumentview.com/MTB.
Virtual Meeting
We are holding the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual meeting format exclusively by webcast. No physical meeting will be held.
As more fully described in the “General Information—Questions and Answers” section of the proxy statement, you are entitled to participate in the Annual Meeting if, as of the close of business on February 22, 2024, you held shares of M&T common stock registered in your name (a “Registered Holder”), or you held shares through an intermediary, such as a bank or broker, and have a valid legal proxy for the Annual Meeting (a “Beneficial Holder”). Both Registered Holders and Beneficial Holders will be able to attend the Annual Meeting online, ask questions and vote during the meeting by visiting meetnow.global/MKWPZGK and following the instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the Annual Meeting. While we expect that the vast majority of Beneficial Holders will be able to participate using the control number received with their voting instruction form, there is no guarantee this option will be available for every type of Beneficial Holders’ control numbers, and some Beneficial Holders may instead have to register in advance of the Annual Meeting. Please see the “General Information—Questions and Answers” section of the proxy statement for more information.
Technical Support
We encourage shareholders to visit the meeting website above in advance of the Annual Meeting to familiarize themselves with the online access process. The virtual Annual Meeting platform is fully supported across browsers (except Internet Explorer) and devices that are equipped with the most updated version of applicable software and plugins.
Shareholders encountering difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the meeting may utilize technical support provided by M&T through Computershare by calling 1-888-724-2416. Technical support information also is provided on the sign-in page for all shareholders.
Participation and Questions
Shareholders will have substantially the same opportunities to participate in our virtual Annual Meeting as they would have at an in-person meeting. Shareholders as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform. Shareholders may also submit questions in advance of the Annual Meeting by sending them via email to: ir@mtb.com. Please send any questions in advance of the Annual Meeting by 5:00 p.m. Eastern Time on Friday, April 12, 2024.
Questions that comply with the Annual Meeting’s rules of conduct and that are germane to the purpose of the Annual Meeting will be answered during the meeting, subject to time constraints. If there are questions regarding matters of personal concern to a shareholder or if a question posed is not answered, M&T’s Market & Investor Relations Department will respond after the Annual Meeting. If we receive substantially similar questions from multiple shareholders, we may group them together. Prior to the Annual Meeting, the meeting website will contain details on other procedures and guidelines relevant to the Annual Meeting, as well as technical support information. Even if you intend to attend the virtual Annual Meeting, to ensure your shares are represented, please vote your shares in advance of the meeting over the internet or by telephone, or complete and return a physical proxy card by mail.
TABLE OF CONTENTS
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PROXY SUMMARY
PROXY STATEMENT
GENERAL INFORMATION – QUESTIONS AND ANSWERS
Why am I being provided thisThis “proxy summary” highlights information contained in the proxy statement?statement. It does not contain all of the information you should consider in making a voting decision, and you should read the entire proxy statement carefully before voting.
M&T Bank Corporation (“we”M&T,” “we,” “our,” or “M&T”the “company”) is providing you this proxy statement to you because theits Board of Directors (the “Board”) is soliciting your proxy to vote your shares of M&T common stock at the 20182024 Annual Meeting of Shareholders (the “Annual Meeting”), or any adjournment or adjournments thereof. ThisThe proxy statement contains information about matters to be voted upon at the Annual Meeting and certain other information required by the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).
Wematerials are first mailing this proxy statement and the accompanying formbeing made available to shareholders of proxyM&T on or about March 7, 2018 to M&T common shareholders of record as of February 28, 2018. A copy of M&T Bank Corporation’s Annual Report for 2017, including financial statements, accompanies this proxy statement, but is not part of the proxy solicitation materials.
Where will the Annual Meeting be held and when?
5, 2024. The Annual Meeting will be held on Tuesday, April 16, 2024.
For information on the 10th floordetails of One the voting process, how to attend the virtual Annual Meeting and other important procedures, please see “General Information—Questions and Answers” starting on page 87.
Voting Matters and Board Recommendations
Matter: | Board Voting Recommendation: | For More Information, See: | ||
1. Election of 16 Directors | FOR EACH DIRECTOR NOMINEE | Proposal 1—Election of Directors, page 9. | ||
2. 2023 Compensation of Named Executive Officers | FOR | Proposal 2—Advisory, Non-Binding Vote to Approve the 2023 Compensation of M&T Bank Corporation’s Named Executive Officers, page 37. | ||
3. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2024 | FOR | Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Accounting Firm of M&T Bank Corporation for the Year Ending December 31, 2024, page 83. |
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About Our Company
M&T Plazais a financial holding company headquartered in Buffalo, New York,York. M&T’s principal banking subsidiary, M&T Bank, provides banking products and services across the eastern United States from Maine to Virginia. Trust-related services are provided in select markets across the United States and abroad by M&T’s Wilmington Trust-affiliated companies and M&T Bank.
For more than 165 years, M&T has strived to take an active role in our communities and build long-lasting relationships with our customers.
A Bank for Communities
We are a bank for communities—bringing the capabilities of a large bank with the care of a locally focused institution. Our purpose is to make a difference in people’s lives and uplift the communities we serve. The keys to our approach are characterized by responsible lending based on Tuesday, April 17, 2018, at 11:00 a.m. M&T’s mailing address isthe advantages of local knowledge and scale, and our long history of being prudent stewards of our shareholders’ capital. We pride ourselves on deep local knowledge and understanding the unique needs of our customers and communities.
| M&T Highlights (as of December 31, 2023) • One of the 15 largest U.S.-based, commercial bank holding companies* • National capabilities from our suite of specialty businesses and Wilmington Trust • More than 22,200 employees • More than 960 branches • Contributed over $53.5 million to more than 4,250 nonprofit organizations through its charitable foundation and community sponsorships in 2023 • $208.3 billion in total assets • $163.3 billion in total deposits • Total shareholders’ equity of $27.0 billion • Capital level in top quartile of peer group**: 10.98% Common Equity Tier 1 (CET1) Capital Ratio • Net Interest Margin in top quartile of peer group**: 3.83% Net Interest Margin in 2023 * Based on total assets, excluding certain non-U.S. bank holding companies and non-commercial banks ** See page 45 of this proxy statement for information on M&T’s peer group |
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Proposal 1—Election of Directors
M&T Plaza, Buffalo, New York 14203,aims to maintain a highly engaged Board with balanced tenure and its telephone number is (716) 842-5138.substantive expertise that has the diversity of skills and backgrounds necessary to effectively oversee our management team and serve the long-term interests of our shareholders.
Who is entitledWe are asking our shareholders to receive notice of and to voteelect 16 director nominees at the Annual Meeting?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.
Common shareholdersDirector Nominees
Name | Age | Board Tenure(1) | Independent | Professional Background | Current Committee Membership(2) | |||||
John P. Barnes | 68 | 2 years | ✓ | Former Chairman and CEO of People’s United Financial, Inc. | R | |||||
Robert T. Brady(3) | 83 | 29 years | ✓ | Former Chairman and CEO of Moog Inc. | N&G (Chair), E | |||||
Carlton J. Charles | 65 | 1 year | ✓ | Senior Vice President of Treasury and Risk Management, Hearst | N&G | |||||
Jane Chwick | 61 | 2 years | ✓ | Former Partner and Co-COO of the Technology Division at Goldman Sachs | R | |||||
William F. Cruger, Jr. | 65 | 2 years | ✓ | Former Vice Chairman of Investment Banking at J.P. Morgan Chase & Co. | A | |||||
T. Jefferson Cunningham III | 81 | 23 years | ✓ | Former Chairman and CEO of Premier National Bancorp, Inc. and Premier National Bank | A | |||||
Gary N. Geisel | 75 | 14 years | ✓ | Former Chairman and CEO of Provident Bankshares Corporation and Provident Bank | C&HC (Chair), E | |||||
Leslie V. Godridge | 68 | 3 years | ✓ | Former Vice Chair and Co-Head of Corporate and Commercial Banking for US Bancorp | R | |||||
René F. Jones(4) | 59 | 6 years | Chairman and CEO of M&T and M&T Bank | E | ||||||
Richard H. Ledgett, Jr. | 66 | 6 years | ✓ | Former Deputy Director and COO of the National Security Agency | R | |||||
Melinda R. Rich | 66 | 15 years | ✓ | Chairman of Rich Products Corporation | C&HC, E | |||||
Robert E. Sadler, Jr. | 78 | 25 years | ✓ | Former President and CEO of M&T | E (Chair), R (Chair) | |||||
Denis J. Salamone | 70 | 8 years | ✓ | Former Chairman and CEO of Hudson City Bancorp, Inc. and Hudson City Savings Bank | A (Chair) | |||||
Rudina Seseri | 46 | 3 years | ✓ | Founder and Managing Partner of Glasswing Ventures, LLC | — | |||||
Kirk W. Walters | 68 | 2 years | ✓ | Former Senior Executive Vice President of People’s United Financial, Inc. | — | |||||
Herbert L. Washington | 73 | 28 years | ✓ | President of HLW Fast Track, Inc. | A, C&HC |
| (1) | As of the 2024 Annual Meeting (April 16, 2024). |
| (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. |
| (3) | Mr. Brady serves as the non-executive Vice Chairman of the Board and as the lead independent director. |
| (4) | Mr. Jones serves as the Chairman of the Board. |
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Board Composition
A balanced Board composition, supplemented by a thoughtful approach to director refreshment, is a priority for M&T. In discharging its duties to review director nominees, the Nomination and Governance Committee (the “N&G Committee”) considers the experience, skill set, independence and diversity of recordnominees in the full context of the current composition, needs and obligations of the Board.
Director Experience and Skills. The 16 director nominees represent a range of backgrounds, professions, skills, experiences and communities. The Board believes these complementary skills and experiences produce an effective and highly qualified Board. Information on the skills and diversity characteristics of the Board, including a Board Skills Matrix, can be found in the Corporate Governance of M&T Bank Corporation section of this proxy statement.
Board Diversity, Tenure and Independence. M&T strives to foster an inclusive workplace where we respect and value individual differences. We believe that employee diversity enhances our company’s ability to succeed at 5:00 p.m.all levels. M&T also values diversity among its Board members.
In addition to identifying nominees that possess diverse business experiences, skill sets and geographic backgrounds, the N&G Committee believes a stronger Board is one that reflects gender and racial diversity. Our Chairman and CEO, René Jones, is one of fewer than 10 Black CEOs leading an S&P 500 company.* Since Mr. Jones became Chairman and CEO in late 2017, the percentage of diverse directors serving on February 28, 2018 are entitledthe Board has increased from approximately 19% in 2017 to receive notice41% of current directors and to vote44% of nominees at the Annual Meeting. On February 28, 2018,The N&G Committee also believes it is desirable to maintain a mix of experienced, longer-tenured directors who possess deep institutional knowledge along with newer directors who have different expertise, backgrounds and fresh perspectives.
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At the 2024 Annual Meeting, approximately 44% of our 16 director nominees represent diverse constituencies, including four women and three people of color. The director nominees range in age from 46 to 83, and the average age is approximately 68. Approximately 44% of the director nominees have served on the Board for five years or less.
| * | As of March 2023. Forbes, “Record Number of Black CEOs Will Run S&P 500 Companies,” March 1, 2023, www.forbes.com/sites/jaredcouncil/2023/03/01/record-number-of-black-ceos-will-run-sp-500-companies |
See “Proposal 1—Election of Directors” and “Corporate Governance of M&T had outstanding 148,509,336 sharesBank Corporation” further below for more information on our director nominees as well as Board qualifications, tenure, independence and diversity.
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 | Corporate Governance Practices The Board is committed to sound and effective corporate governance that conforms to the highest standards of business ethics and integrity, provides robust oversight of management and promotes the long-term interests of our shareholders. The Board reviews M&T’s Corporate Governance Standards annually. It regularly reviews other governance practices, industry developments and shareholder feedback to promote continued effectiveness. Below are selected highlights of M&T’s corporate governance practices. |
Board Composition and Refreshment | Robust Shareholder Rights | |
✓ Engaged Board with balanced tenure and substantial experience | ✓ Bylaws include proxy access right | |
✓ Strong Board refreshment practices, with seven of the current director nominees joining the Board in the last four years | ✓ All shareholders have the same voting rights | |
✓ Regular refreshment at the committee level | ✓ Bylaws provide shareholders the ability to call a special meeting | |
✓ Ongoing and formalized director nominee identification and selection process based on needs identified by the Board | ✓ No super-majority voting requirements under the Bylaws | |
✓ Diverse skills represented, including risk management, cybersecurity, leadership, finance, commercial and retail banking, technology, and corporate governance | ✓ No poison pill or other anti-takeover devices in effect | |
Board Accountability and Independence | Board Effectiveness | |
✓ Audit Committee, Compensation and Human Capital Committee, Nomination and Governance Committee, and Risk Committee comprised entirely of independent directors | ✓ Committee oversight of ESG strategy and policies, (Nomination and Governance Committee), diversity, equity and inclusion (Compensation and Human Capital Committee), climate risk (Risk Committee), and ESG public reporting (Audit Committee) | |
✓ Majority voting standard for director elections | ✓ Lead independent director role and executive sessions of non-management directors held regularly | |
✓ All directors elected annually | ✓ Strong Board leadership in risk oversight and management through Risk Committee and risk governance framework | |
✓ Conflict of interest policy for directors | ✓ Annual Board and committee self-evaluations | |
✓ Stock ownership guidelines for directors and executives | ✓ Independent Board evaluation of CEO performance and compensation through Compensation and Human Capital Committee | |
✓ Pledging and hedging policies for directors and executives | ✓ Corporate Governance Standards and committee charters reviewed annually | |
✓ Directors are subject to over-boarding review | ✓ Average attendance of directors at Board and committee meetings held in 2023 approximately 96% | |
See “Corporate Governance of common stock, $0.50 par value per share. Each share of common stock is entitled to one vote. Shares may not be voted at the Annual Meeting unless the owner is present or represented by proxy, as more fully explainedM&T Bank Corporation” further below in this proxy statement.statement for more information on our corporate governance practices.
How can I
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Proposal 2—Advisory, Non-Binding Vote on 2023 Compensation of Named Executive Officers
We are asking our shareholders to review and vote, by proxy?
You can vote by proxy by completingon an advisory basis, on the 2023 compensation of our named executive officers (“NEOs”). As described in the “Compensation Discussion and returning the physical proxy card accompanyingAnalysis” section of this proxy statement, or by followingour executive compensation policies and practices are centered on creating a pay-for-performance culture that drives M&T performance, aligns the telephone or Internet voting procedures described oninterests of our executives with the proxy card. The telephonelong-term interests of our shareholders and Internet voting procedures are designed to authenticate that you are a shareholder by use of a control numberreduces incentives for unnecessary and allow you to confirm that your instructions have been properly recorded. If you are a shareholder of record, the method by which you vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person.excessive risk-taking.
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Our executive compensation program aims to create a culture of pay-for-performance by offering short- and long-term incentive compensation opportunities that reward executives for their individual contributions as well as M&T’s long-term performance. |
Compensation Philosophy. Our compensation philosophy is to emphasize long-term equity-based compensation and provide competitive compensation opportunities that will attract and retain executive officers capable of achieving M&T’s performance objectives. Overseen by the Compensation and Human Capital (“C&HC”) Committee, this philosophy allows us to align our compensation with performance by: • 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; • tying a significant portion of each NEO’s ultimate realized compensation to the future value of M&T common stock, in alignment with our shareholders; • balancing growth with prudent risk taking, including through the C&HC Committee’s consideration of each NEO’s performance with respect to risk management and the use of performance-based stock unit awards that vest in alignment with levels of performance; • creating a culture of stock ownership and retention, including through M&T’s Stock Ownership and Retention Guidelines for Executives, resulting in each NEO having a substantial financial stake tied to the long-term performance of M&T and further ensuring our NEOs’ alignment with shareholders; • performing, for each NEO, an annual assessment of the “market price of the seat” and balancing external data with an executive’s experience, role, responsibilities and prior and anticipated future contributions; and • assessing short-term performance and awarding variable compensation based on a balanced discretionary assessment of holistic bank and individual performance. |
The following illustrates some important features of our executive compensation program:
| What We Do: | What We Don’t Do: | |||
✓ Strong alignment between pay and performance |  | Hedging or pledging of M&T securities (except in limited circumstances pursuant to prescribed policy) | ||
✓ Discourage excessive risk taking through program design | | Repricing of stock options | ||
✓ Maintain robust Stock Ownership and Retention Guidelines | | “Timing” of equity grants (i.e., instead, we only grant long-term incentives on pre-determined dates) | ||
✓ Retain an independent compensation consultant to advise and support the C&HC Committee in its role | | Tax gross-ups (other than in connection with relocation) | ||
✓ Maintain a compensation forfeiture policy which subjects incentives to risk adjustments | | Pay dividends on unvested stock units or unearned performance units | ||
✓ Review share utilization | | Grant excessive severance, pension or other benefits | ||
✓ Annual risk assessment of incentive compensation plans | | Enter into employment contracts with our executives | ||
✓ Routinely engage with shareholders | ||||
✓ Use a peer group to provide perspective on competitive pay levels | ||||
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May I revoke my proxy?Total Compensation Pay Mix
How you hold your shares (shareholderOur executive compensation program provides for a mix of record orbase salary, short-term cash incentives and long-term equity-based incentives that vest over time in street name) determines howalignment with our compensation philosophy and when you may revoke your proxy. A shareholderthe objectives cited above.
The charts below show the 2023 performance year total compensation pay mix of record may revoke a proxy that has been previously given at any time before it is exercised by giving written noticeour CEO and the average of such revocation or by delivering a later dated proxy, in either case, toour other NEOs. For this purpose, compensation for the Corporate Secretary, at One M&T Plaza, Buffalo, New York 14203, or by voting in person at the Annual Meeting. A beneficial owner“performance year” consists of shares in street name must follow the instructions from his or her broker, trustee, bank or other nominee to revoke his or her previously given proxy.
How will my proxy be voted?
Your proxy will be voted in accordance with the directions you provide. If you sign, date and return your proxy card but do not specify how you want to vote your shares, your shares will be voted FOR the election(i) annual base salary as directors of the 17 persons named underend of 2023, (ii) short-term cash incentive (“STI”) paid in 2024 for 2023 performance, and (iii) the long-term equity-based incentive (“LTI”) award (target value) granted in 2024 for 2023 performance.
Our LTI award is a mix of performance-vested stock units (“PVSUs”), performance-hurdled stock units (“PHSUs”) and non-qualified stock options (“NQSOs”). As shown here, 88% of 2023 performance year target pay is “at risk” for our CEO and, on average, 83% is “at risk” for our other NEOs.
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* Excludes one NEO (Doris Meister) who was not granted an LTI award in 2024 in light of her upcoming transition to a consulting role as described in the Compensation Discussion and Analysis section below. |
As described in more detail in the “Compensation Discussion and Analysis” section titled “NOMINEES FOR DIRECTOR”; FOR approvingof this proxy statement:
| • | Annual base salary provides market-competitive, fixed pay reflective of an executive’s role, responsibilities and performance. |
| • | STIprovides a discretionary annual incentive opportunity that is reflective of overall bank and individual performance. STI is awarded on corporate performance, quantitative and qualitative business unit and individual performance, and progress toward strategic initiatives. |
| • | PHSUsvest ratably at target each year over three years based on achievement of a pre-established performance hurdle for each year. If the performance hurdle is not met for a given year, the portion of the award scheduled to vest for the corresponding year will be forfeited. |
| • | PVSUs cliff vest after three years based on achievement of the pre-established performance metrics over the three-year performance period, with final payout values ranging from 0% to 150% of target. |
| • | NQSOs align our NEOs’ interests with those of shareholders by providing value only if M&T’s stock price increases from the date the stock option award is granted. NQSOs vest ratably over three years. |
See “Proposal 2—Advisory, Non-Binding Vote to Approve the 2017 compensation2023 Compensation of M&T Bank Corporation’s Named Executive Officers; and FOR ratifyingOfficers” further below in this proxy statement for more information.
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Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2024
We are asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.
The Audit Committee annually evaluates the qualifications, performance and independence of the independent auditor. As a result of this evaluation, on February 20, 2024, the Audit Committee appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2018.2024. The Audit Committee and Board believe the continued retention of PricewaterhouseCoopers LLP is in the best interests of M&T and its shareholders.
What is required for a quorum at the Annual Meeting?
The presence in person or by proxySee “Proposal 3—Ratification of the holders of a majority of the outstanding shares of common stock constitutes a quorum for the transaction of business at the Annual Meeting. Broker non-votes will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum, but, under NYSE rules, brokers will not be permitted to vote in the election of directors or on the advisory vote to approve the compensation of M&T Bank Corporation’s Named Executive Officers unless specific voting instructions are provided to the broker. We therefore encourage beneficial owners of shares whose shares are held in street name to direct their vote for all agenda items on the form of proxy or instruction card sent by his or her broker, trustee, bank or other nominee.
What happens if an incumbent director nominee does not receive a majority of votes in favor of his or her election?
Pursuant to M&T’s Amended and Restated Bylaws, in an uncontested election of directors, the affirmative vote of a majority of the votes cast with respect to the nominee is required for the election of such nominee as a director, assuming a quorum is present or represented at the Annual Meeting. If an incumbent director does not receive the required affirmative vote, that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the Amended and Restated Bylaws.
What approval is necessary to approve Proposals 2 and 3?
For each of Proposals 2 and 3, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the 2017 compensation of M&T Bank Corporation’s Named Executive Officers and to ratify the appointmentAppointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2018.
An abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors, the advisory vote to approve the 2017 compensationIndependent Registered Public Accounting Firm of M&T Bank Corporation’s Named Executive Officers, or the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&TCorporation for the year endingYear Ending December 31, 2018. Broker2024” further below in this proxy statement for more information.
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non-votes will not constitute votes cast for the election of directors or for the approval of the compensation of M&T Bank Corporation’s Named Executive Officers, and therefore will have no effect on the outcome of either of these proposals.
Who is paying for the solicitation of proxies?
M&T will bear the cost of soliciting proxies in the accompanying form of proxy. We are making this solicitation by mail, by telephone and in person using the services of some employees of M&T or its subsidiaries at nominal cost. We will reimburse brokers, trustees, banks and other nominees for expenses they incur in mailing proxy materials to beneficial owners of M&T’s common stock.
How do I propose actions for the 2019 Annual Meeting of Shareholders?
In order for a shareholder proposal for the 2019 Annual Meeting of Shareholders to be eligible for inclusion in M&T’s proxy statement, we must receive it at our principal executive offices no later than November 7, 2018. You must provide your proposal to us in writing and your notice must contain the information required by M&T’s Amended and Restated Bylaws.
M&T’s Amended and Restated Bylaws state that no business may be brought before an annual meeting of shareholders unless it is specified in the notice of the meeting or is otherwise brought before the meeting by the Board of Directors or by a shareholder entitled to receive notice of and to vote who has delivered notice to M&T (containing the information specified in the Amended and Restated Bylaws) not less than 120 days prior to the anniversary of the date on which M&T first mailed its proxy materials for the preceding year’s annual meeting of shareholders. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in M&T’s proxy statement. A shareholder wishing to submit a proposal for consideration at the 2019 Annual Meeting of Shareholders, either under SEC Rule 14a-8 or otherwise, should do so no later than November 7, 2018.
What do I have to bring in order to attend the Annual Meeting in person?
In order to be admitted to the Annual Meeting, you will need to bring a valid photo ID or other satisfactory proof of identification. If you are a beneficial owner of shares in street name, you must also bring evidence of your M&T share ownership that can include a notice from your broker, trustee, bank or other nominee regarding the availability of these proxy materials or a recent account statement from the broker, trustee, bank, or other nominee that holds your shares and confirms your beneficial ownership of those shares.PROXY STATEMENT
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M&T’s current Board of Directors is comprised of persons who were identified as being qualified director candidates by management and the Board of Directors.
Upon the recommendation of the Nomination, Compensation and GovernanceN&G Committee, (the “NCG Committee”), the Board of Directors recommends the following 1716 persons for election as directors of M&T, to hold office until the 20192025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Thirteen
Each of the 17 nominees listed below werewas elected at the 20172023 Annual Meeting of Shareholders.
If anyOne current director, Mr. John R. Scannell, is not a nominee and his term will end at the Annual Meeting. The Board would like to thank Mr. Scannell for any reason, becomes unavailable for election, or if a vacancy occurs beforehis years of service and valuable contributions to M&T and the election (which events are not expected), it is intended that the shares represented by the proxies will be voted for such other person, if any, as the NCG Committee shall designate.Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE 16 NOMINEES. |
Each nominee’s business experience, including occupation, current public company directorships, and public company directorships held at any time during the past five years is provided. Additionally, the specific experience, qualifications and skills, including education, of each nominee that was considered by the NCG Committee are listed.
The information with respect to each nominee is as of February 28, 2018,March 1, 2024, and includes each nominee’s affiliationspositions, if any, with M&T’s subsidiary banks, M&T Bank (also known as Manufacturers and Traders Trust Company (also known as “M&T Bank”)Company) and Wilmington Trust, National Association (“Wilmington Trust, N.A.”). The information contained in this proxy statement concerning the nominees is based upon statements made or confirmed to M&T by or on behalf of such nominees, except to the extent certain information is contained in M&T’s records.
The Board of Directors 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.
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| JOHN P. BARNES | ||
Risk Committee Member Director since 2022 | Mr.
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Experience, Skills and Qualifications
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Vice Chairman of the Board of Directors
Executive Committee Member Director since 1994 | Mr. Brady, age Experience, Skills and Qualifications Mr. Brady is an experienced and successful business leader with a track record of helping companies innovate, grow and create jobs. He brings insight into risk management, operational risk and strategic planning. In addition to his significant leadership experience with several public companies, Mr. Brady has considerable corporate governance experience. | ||
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| CARLTON J. CHARLES | ||
Nomination and Governance Committee Member Director since 2023 | Mr. Charles, age 65, is the Senior Vice President of Treasury and Risk Management at Hearst, a leading global, diversified information, services and media company with operations in 40 countries. Prior to joining Hearst, he was Senior Vice President and Chief Operational Risk Officer at Moody’s Corporation. Mr. Charles also serves as the Chair of Level Up Ventures, a venture capital unit within Hearst focused on Black and Latino entrepreneurs. He is a member of the Hearst Board of Directors and is on the Board of Advisors for HearstLab, Hearst’s platform for supporting early-stage, women-led companies. Mr. Charles also serves on the Advisory Board of BUILD, which teaches entrepreneurship to youth in underserved communities. He is a member of the Executive Leadership Council and a governance fellow at the National Association of Corporate Directors. Mr. Charles was previously on the Board of Trustees of St. Thomas Aquinas College and previously served on the Board of the Bronx Preparatory Charter School, where he chaired the Audit Committee. He is a member of the Nomination and Governance Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank. Experience, Skills and Qualifications Mr. Charles brings extensive experience and knowledge in corporate finance, risk management, cybersecurity, retail and consumer operations, and corporate governance. He holds a Bachelor of Science in Quantitative Economics and a Master of Public Policy from the State University of New York at Stony Brook and a Master of Business Administration in Finance from the University of Chicago. | |
| JANE CHWICK | ||
Risk Committee Member Director since 2022 | Ms. Chwick, age 61, served as a director of People’s United from 2017 until April 2022, when she joined the M&T Board upon the closing of M&T’s acquisition of People’s United. She previously served as a partner at Goldman Sachs where she had a 30-year career in technology, including most recently as the Co-Chief Operating Officer of the Technology Division. As Co-Chief Operating Officer, Ms. Chwick was responsible for financial business planning, setting the technical strategy and management of an 8,000-person organization within the firm. While at Goldman Sachs, she also served as a member of many governance committees, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and she was Co-Chair of the Technology Division Operating Committee. Ms. Chwick was also the Co-founder and Co-CEO of Trewtec, Inc., providing corporate directors, chief executive officers and chief technology officers with the information to improve their oversight of a company’s technology division. She is a director of Voya Financial (NYSE: VOYA), MarketAxess Holdings Inc. (NASDAQ: MKTX) and Thoughtworks Holding Inc. (NASDAQ: TWKS). At Voya Financial, Ms. Chwick is Chair of the Technology, Innovation and Operations Committee, a member of the Risk, Investment and Finance Committee, and a member of the Nomination, Governance and Social Responsibility Committee. At MarketAxess, she is Chair of the Risk Committee and a member of the Nominating and Governance Committee. At Thoughtworks Holding Inc., Ms. Chwick is a member of the Nominating and Governance Committee and the Compensation and Talent Committee. She is a member of the Risk Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Risk Committee. Experience, Skills and Qualifications Ms. Chwick brings extensive technology experience, gained in a global financial services firm, combined with strategic perspective and in-depth knowledge of the financial services industry. She holds an undergraduate degree in Mathematics from Queens College, and a Master of Business Administration with a concentration in quantitative analysis from St. John’s University. | |
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| WILLIAM F. CRUGER, JR. | ||
Audit Committee Member Director since 2022 | Mr. Cruger, age 65, served as a director of People’s United from 2014 until April 2022, when he joined the M&T Board upon the closing of M&T’s acquisition of People’s United. He served as Vice Chairman of Investment Banking at J.P. Morgan Chase & Co., a leading global financial services firm, until August 2013. Mr. Cruger’s responsibilities included senior client relationship management and transaction leadership with a primary focus on financial institutions, among other sectors. He was Managing Director, Financial Institutions Group at J.P. Morgan Chase from 1996 until 2011 when he was elevated to the position of Vice Chairman. Mr. Cruger also ran the firm’s investment banking practices in Japan from 1991 to 1996, in Latin America from 1989 to 1991, and in Emerging Asia from 1984 to 1988. He is a director of MarketAxess Holdings Inc. (NASDAQ: MKTX), serving as Chair of the Nominating and Governance Committee and a member of the Audit and Finance Committees, and of Virtu Financial, Inc. (NASDAQ: VIRT), serving as Chair of the Audit Committee and a member of the Risk Committee. Mr. Cruger has also previously served as a director of Archipelago, Capital IQ and Credittrade. He is a member of the Audit Committee of the Board. Mr. Cruger is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Mr. Cruger has diverse experience in investment banking at a global financial services firm and extensive knowledge of financial institutions and financial markets. His leadership roles as a director of other financial services firms and his international business experience bring critical skills and strategic insight to the Board. Mr. Cruger holds a Bachelor of Arts from Clark University and a Master of Business Administration from Columbia University. | |
| T. JEFFERSON CUNNINGHAM III | ||
Audit Committee Member Director since 2001 | Mr. Cunningham, age Experience, Skills and Qualifications Mr. Cunningham has extensive experience with commercial and investment banking strategy, both domestically and internationally. He brings in-depth knowledge of risk management, fiduciary oversight responsibility and a valuable international perspective to M&T’s business activities. Mr. Cunningham holds a Bachelor of Arts in Economics from Cornell University and a Master of Business Administration from Stanford University. | |
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| GARY N. GEISEL | |||
Chair of the
Executive Committee Member Director since 2009 | Mr. Geisel, age Experience, Skills and Qualifications Mr. Geisel brings financial acumen with over | ||
| LESLIE V. GODRIDGE | |||
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Director since 2020 | Ms. Godridge, age 68, served as Experience, Skills and Qualifications
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RENÉ F. JONES
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Director since
| Mr. Jones, age Experience, Skills and Qualifications Mr. Jones joined M&T Bank in 1992 as an Executive Associate and has |
| RICHARD H. LEDGETT, JR. | ||
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Risk Committee Member Director since 2017 | Mr. Ledgett, age
Experience, Skills and Qualifications Mr. Ledgett brings four decades of specialty expertise in the areas of intelligence, | |
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| MELINDA R. RICH | ||
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Executive Committee Member Director since 2009 | Ms. Rich, age 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 |
Chair of the Risk Committee Director since 1999 | Mr. Sadler, age 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 | ||
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| DENIS J. SALAMONE | |||
Chair of the Audit Committee
Director since 2015 | Mr. Salamone, age Experience, Skills and Qualifications Mr. Salamone has more than | ||
| RUDINA SESERI | ||
Trust and Investment Committee of M&T Bank Member Director since
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Experience, Skills and Qualifications
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| KIRK W. WALTERS | ||
Trust and Investment Committee of M&T Bank Member
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Director since 2022 | Mr. Experience, Skills and Qualifications Mr. | |
Audit Committee Member Compensation and Human Capital Committee Member Director since 1996 | Mr. Washington, age 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. | |
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The following table sets forth M&T’s 2017 compensation structure for directors’ fees (for directors who are not salaried officers of M&T or its subsidiaries):
Elements of 2017 Directors’ Fees
Fees | Compensation |
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Annual Board Retainer | $ | 85,000 |
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Board Attendance Fees – Per Meeting Attended | $ | 3,000 |
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Committee Attendance Fees – Per Meeting Attended | $ | 3,000 |
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Annual Audit Committee Chair Retainer | $ | 20,000 |
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Annual Audit Committee (other than Chair) Retainer | $ | 10,000 |
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Annual Risk Committee Chair Retainer | $ | 20,000 |
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Annual Risk Committee (other than Chair) Retainer | $ | 10,000 |
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Meetings with Regulators – Per Meeting Attended | $ | 3,000 |
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Pursuant to the terms of the M&T Bank Corporation 2008 Directors’ Stock Plan (“Directors’ Stock Plan”), each director can elect to receive payment of his or her annual compensation in cash, in shares of M&T common stock, or in a combination of cash and shares of common stock for services as a director or advisory director of M&T and its subsidiaries. Compensation is paid at the end of each calendar quarter in an amount equal to one quarter of a director’s annual retainer and the meeting fees earned during such quarter. All directors are entitled to reimbursement for travel expenses incidental to their attendance at meetings. The Board of Directors has determined that no fees (retainer, attendance or otherwise) will be paid to a director who is a salaried officer of M&T or any of its subsidiaries, or where such individual receives payment for services provided to M&T or any of its subsidiaries immediately after ceasing to be a salaried officer.
The following table sets forth the compensation of M&T’s directors in fiscal year 2017:
Name | Fees Earned or Paid in Cash(1) |
| Stock Awards(2) |
| All Other Comp. |
| Total |
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Edward G. Amoroso | $ | 15,863 |
| $ | 15,470 |
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| $ | 31,333 |
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Brent D. Baird | $ | 229 |
| $ | 201,021 |
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| $ | 201,250 |
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C. Angela Bontempo | $ | 84,473 |
| $ | 83,527 |
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| $ | 168,000 |
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Robert T. Brady | $ | 77,424 |
| $ | 76,576 |
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| $ | 154,000 |
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T. Jefferson Cunningham III | $ | 93,226 |
| $ | 92,774 |
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| $ | 186,000 |
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Gary N. Geisel | $ | 103,984 |
| $ | 103,216 |
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| $ | 207,200 |
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Richard A. Grossi | $ | 82,965 |
| $ | 82,235 |
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| $ | 165,200 |
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John D. Hawke, Jr. | $ | 96,334 |
| $ | 95,666 |
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| $ | 192,000 |
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Richard H. Ledgett, Jr. | $ | 29,939 |
| $ | 29,478 |
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| $ | 59,417 |
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Newton P.S. Merrill | $ | 72,977 |
| $ | 72,023 |
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| $ | 145,000 |
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Melinda R. Rich | $ | 60,727 |
| $ | 60,273 |
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| $ | 121,000 |
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Robert E. Sadler, Jr. | $ | 71,391 |
| $ | 70,859 |
| $ | 50,000 |
| $ | 192,250 |
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Denis J. Salamone | $ | 73,626 |
| $ | 72,874 |
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| $ | 146,500 |
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John R. Scannell | $ | 14,633 |
| $ | 14,534 |
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| $ | 29,167 |
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David S. Scharfstein | $ | 55,310 |
| $ | 54,940 |
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| $ | 110,250 |
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Herbert L. Washington | $ | 79,419 |
| $ | 78,581 |
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| $ | 158,000 |
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M&T Bank Corporation 2008 Directors’ Stock Plan
Pursuant to the terms of the Directors’ Stock Plan, each director can elect to receive payment of his or her annual compensation in cash, in shares of M&T common stock, or in a combination of cash and shares of M&T common stock for services as a director or advisory director of M&T and its subsidiaries. The number of shares of M&T common stock paid is determined by dividing the amount of such compensation payable in shares of M&T common stock by the closing price of M&T’s common stock on the NYSE on the business day immediately preceding the day the compensation is payable. Shares of M&T common stock received in payment of fees vest immediately upon grant.
M&T directors, who also serve as directors of M&T Bank, if not salaried officers of M&T or its subsidiaries, receive attendance fees for each M&T Bank board, council or committee meeting attended, unless any such meeting is held concurrently with a meeting of the M&T board or committee, of which they are also a member. Except as described below, such attendance fees and the cash versus stock allocations are identical to the schedule of fees paid to directors of M&T for board and committee meetings attended described above.
Mr. Baird, as a member of the Directors Advisory Council of the New York City/Long Island Division of M&T Bank, received an annual retainer of $15,000 and a fee of $1,750 for each meeting he attended. Mr. Cunningham, as Chairman of the Directors Advisory Council of the Hudson Valley Division of M&T Bank, received a fee of $1,000 for each meeting he attended. Mr. Geisel, as Chairman of the Directors Advisory Council of the Baltimore-Washington Division of M&T Bank, received a fee of $300 for each meeting he attended. Mr. Grossi, as a member of the Directors Advisory Council of the Baltimore-Washington Division of M&T Bank, received a fee of $300 for each meeting he attended. Effective April 1, 2017, Mr. Sadler, as Chairman of the Wilmington Trust, N.A. Florida Advisory Council, received a fee of $2,000 for each meeting he attended.
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CORPORATE GOVERNANCE OF M&T BANK CORPORATION
Corporate Governance Standards
M&T’sThe Board of Directors believes that the purpose ofis committed to sound and effective corporate governance isthat conforms to ensure that shareholder value is maximized in a manner that is consistent with legal requirements and the highest standards of business ethics and integrity.integrity, provides robust oversight of management and promotes the long-term interests of our shareholders. The Board has consistently adhered to corporate governance standards that the board believes promotes this purpose. The Board initially adopted corporate governance practices in 1997 and adopted formal corporate governance standards in 2003. Annually, the Boardannually evaluates its Corporate Governance Standards in light of best practices and regulatory guidance, its Corporate Governance Standards.
guidance. The Board last amended its Corporate Governance Standards in October 2017. The current Corporate Governance Standards are available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.ir.mtb.com/corporate-governance. These standards address, among other things,items, director qualifications and responsibilities, board committees, director compensation and independence, director orientation and continuing education, annual performance evaluations, corporate disclosure policy, controlsdirector commitments and procedures regarding financial reportingconflicts of interest.
Board Composition, Diversity and disclosure,Refreshment
Our Corporate Governance Standards provide that the N&G Committee, in discharging its duties to review director nominee qualifications, consider experience, skill set, independence and codesdiversity in the context of Board needs and obligations. In light of these standards, the N&G Committee endeavors to identify nominees who possess diverse business conductexperiences, life skills, geographic representation and ethics.community involvement.
PursuantBoard Succession and Continuity Process. The Board, acting through the N&G Committee, reviews and considers new director candidates and existing members as part of its ongoing succession planning process for key Board and committee positions. The N&G Committee engages a third party, Ridgeway Partners, to M&T’s Amendedassist in this process, including with the identification and Restated Bylaws, in an uncontested election whenevaluation of potential future director nominees. Based on contributions and feedback from the N&G Committee, other directors, executive management and Ridgeway Partners, a quorum is represented, the affirmative vote of a majorityBoard framework and analysis of the votes cast with respectskills, experiences and attributes that M&T believes would be beneficial to suchhave represented on the Board and its committees have been developed. This process takes into account the current needs of the Board, future director nomineesuccession planning needs and M&T’s business strategy and industry trends. The importance of diversity in the composition of the Board has been a specific emphasis. The analysis of desired skills and attributes is required forleveraged throughout the process in identifying and evaluating Board candidates and considering committee assignments.
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| Diversity and Tenure. In identifying and recommending nominees to shareholders, our Board believes that its composition should also reflect gender, racial and other diversity. Since Mr. Jones became Chairman and CEO in late 2017, the percentage of diverse directors serving on the Board has increased from 19% to 41% of current directors and 44% of nominees at the Annual Meeting, which includes four women and three people of color. The Board also believes it is desirable to maintain a mix of experienced, longer-tenured directors who possess deep institutional knowledge along with newer directors who have different expertise, backgrounds and fresh perspectives. Over 40% of the director nominees have served on the Board for five years or less. | |
| Board Size. We are asking our shareholders to vote for the election of 16 director nominees. The Board regularly evaluates its size and structure to provide effective oversight and best serve the needs of M&T and the interests of our shareholders and stakeholders. As a financial institution, M&T faces considerable and changing regulatory, risk management and economic demands that require a substantial commitment on the part of our directors. The size of our Board allows for an appropriate number of members to be designated to each committee with the skills, experience and time to provide proper and effective oversight. The diversity of viewpoints and skills on the Board and each committee also allows for an effective check and balance on proposals from management and directors. In addition, the number of independent directors aids in complying with the requisite independence standards of each Board committee. |
Over-Boarding Policy. The Board also considers the availability of that nomineeeach candidate to fulfill his or her responsibilities as a director. IfBoth the Corporate Governance Standards and the N&G Committee Charter require that the Board, through the N&G Committee, review a director’s ability to continue to serve as a director of M&T if he or she wishes to join another public company board and would serve on three or more other public company boards after accepting the invitation. In the case of a director who is also an incumbentexecutive officer of a public company, the N&G Committee will conduct such review whenever the director wishes to join another public company board, regardless of the number of other boards on which he or she sits. Each year, the N&G Committee receives a report on and reviews the outside board commitments of all director nominees when considering whether to recommend such directors as nominees.
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Board Skills and Experience. The 16 director nominees represent a range of backgrounds, professions, skills, experiences and communities. The Board believes these complementary skills and experiences produce an effective and highly qualified Board. The skills and diversity characteristics below were self-identified by the directors as part of the company’s annual director questionnaire process.
Board Skills and Experience Matrix
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SKILLS AND EXPERIENCE | ||||||||||||||||||||||||||||||||
CEO | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Commercial | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||
Wealth / Investment | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
Customer Experience / Retail | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||
Technology / Digital Innovation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||
Cybersecurity | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||
Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
Bank | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Finance / Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
BOARD DEMOGRAPHICS | ||||||||||||||||||||||||||||||||
Gender | ✓ (Female) | ✓ (Female) | ✓ (Female) | ✓ (Female) | ||||||||||||||||||||||||||||
Race/Ethnicity | ✓ (Black) | ✓ (Black) | ✓ (Black) | |||||||||||||||||||||||||||||
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Board Independence In February 2024, the Board conducted its annual director independence review. Based upon the recommendation of the N&G Committee, the Board determined that of the 16 nominees standing for election as directors at the 2024 Annual Meeting (each of whom currently serves as a director), 15 meet the New York Stock Exchange (“NYSE”) standards for independence, as well as Mr. Scannell who is not standing for election. Mr. Jones is the only director and nominee not determined to be independent. The Board applies the standards of the Securities and Exchange Commission (“SEC”), NYSE and M&T’s Corporate Governance Standards to assist it in making independence determinations. The Board considers |
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all relevant facts and circumstances in determining whether a material relationship exists with M&T. Material relationships that the Board may consider include commercial, banking, consulting, legal, accounting, industrial, charitable and family relationships. As described below, the NYSE listing standards set forth specific relationships that will automatically bar independence.
NYSE “Bright-Line” Independence Tests. Under the NYSE “bright-line” tests, each of the following relationships will automatically bar a director from being independent:
A director is employed by M&T or an immediate family member is an executive officer of M&T;
A director’s (or immediate family member’s) receipt of more than $120,000 per year in direct compensation from M&T (other than director fees and pension or other forms of deferred compensation for prior service not contingent upon continued service, and other than compensation received by an immediate family member who is not an executive officer for service as an employee);
A director’s (or immediate family member’s) affiliation or employment with M&T’s internal or external auditors;
A director (or immediate family member) who has been an executive officer of another company where any executive officer of M&T serves or served on that company’s compensation committee; or
A director employed by (or an immediate family member is an executive officer of) a company that makes payments to, or receives payments from, M&T in an uncontested election does not receive the affirmative vote of a majorityamount in excess of the votes castgreater of $1 million or 2% of such other company’s consolidated gross revenues.
An employee-director of M&T (or a director with respectan immediate family member who is an M&T executive officer) will not be independent until three years after the employment relationship ends. The other bright-line tests will bar independence if they existed at any time during the prior three years. In addition, a director must be affirmatively determined by our Board to such director, that director is requiredhave no material relationship with M&T or its subsidiaries to tender his or her resignationbe considered independent.
In making its determination as to the independence of the directors, the Board of Directors. considered specific transactions, relationships and arrangements with directors and their immediate family members and any such person’s business affiliations. Additionally, the Board considers ordinary course banking and financial services transactions provided by M&T and its subsidiaries in making its determination as to independence. See the section below titled “Transactions with Directors, Executive Officers and Certain Shareholders” for more information.
The Board, will then determine whether or not to accept such resignation, taking into accountupon the recommendation of the NCGN&G Committee, considered relevant facts and circumstances consistent with the applicable independence standards. Based on its review, the Board affirmatively determined that, other than Mr. Jones, each member of the Board is “independent” and does not have any material relationships with M&T or its subsidiaries.
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Board Leadership Structure
Chairman. Mr. Jones was elected as M&T’s Chairman of the Board and appointed Chief Executive Officer in December 2017. Mr. Jones has been an employee of M&T for more than 30 years and has been a member of executive management for over 18 years. The Board believes that in light of Mr. Jones’ significant broad-based experience with M&T and his leadership tenure with the organization, his service as Chairman continues to be appropriate for the Board as it fosters effective decision making and clear accountability.
Lead Independent Director. The Board adheres to M&T’s Corporate Governance Standards and annually elects a non-executive Vice Chairman of the Board who performs the duties of lead independent director. Mr. Brady has served as the lead independent director since 2015. As lead independent director, Mr. Brady presides over the executive sessions of the non-management directors. Mr. Brady also currently serves as the Chair of the N&G Committee, which oversees the efforts of M&T and the Board to maintain effective corporate governance practices and Board composition.
Executive Sessions of the Non-Management Directors. The non-management directors meet at regularly scheduled executive sessions without management. Mr. Brady, Vice Chairman of the Board and the lead independent director, presides at these meetings. In the absence of the lead independent director, the non-management directors determine which director will preside at such meetings.
Board Self-Evaluation Process
The N&G Committee oversees an annual self-evaluation of the Board. Prior to the beginning of the Board’s self-evaluation each year, the N&G Committee considers possible enhancements to the process, including changes to the evaluation format and the written questionnaire. The written questionnaire, which is provided to each director, covers a range of topics related to Board effectiveness and performance, including questions on Board composition, culture, committee performance, risk management, oversight of corporate strategy, management accountability, and agenda and meeting effectiveness.
After completion of the written questionnaire, the full Board, led by the Chair of the N&G Committee, reviews the results and holds a self-evaluation discussion. Any points of attention or changes to Board practices are identified, and the Chair of the N&G Committee has the opportunity to meet with the Chief Legal Officer or others as necessary to discuss any such follow-up items. Later in the year, the lead independent director also leads a discussion on Board effectiveness and solicits further feedback during an executive session of the non-management directors. In addition to this formal Board self-evaluation process, directors are encouraged to provide feedback at any point during the year. Board committees also perform their own self-evaluation process as required in their respective charters.
Board Continuing Education and Orientation
The Board, through discussions with management and requests throughout the year, identifies areas of focus for director education and development. As a result, educational topics are planned throughout the year and presented at meetings of the Board and committees on a regular basis. The presentations are provided by both internal specialists and outside advisors on a range of topics to enhance directors’ knowledge of areas important to their ability to carry out Board and committee responsibilities. Directors are also encouraged to pursue outside learning opportunities and offered membership by M&T in a leading national director education association.
Newly elected directors participate in the company’s director orientation program. The director orientation program aims to acquaint newly elected directors with M&T’s business, culture and governance framework. Members of executive leadership, including heads of business lines and departments, participate in a detailed live orientation session with new directors, reviewing the company’s culture and values, business structure, strategic objectives and planning, risk management matters, corporate governance program, internal audit services and compliance programs, and policies applicable to directors, among other topics.
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Board’s Role in Risk Oversight
The Risk Committee assists the Board in its oversight of risk management functions. Management has established the Enterprise Risk Framework (“Risk Framework”) through which M&T identifies, assesses, monitors, controls, communicates, and escalates risk in a manner designed to ensure the Risk Committee is provided the transparency necessary to be effective in its oversight responsibilities.
The Risk Framework, which is reviewed and approved by the Risk Committee at least annually, represents M&T’s overall risk management approach, including the policies, processes, controls, and systems, through which the company seeks to manage risk. It provides a common foundation for all employees and officers as well as directors to understand and communicate the types of risks that M&T faces in pursuit of its business objectives.
M&T’s Risk Framework includes the following critical elements: • The Risk Appetite Statement, which articulates, in written form, the types of risks that M&T is willing to accept and those that M&T seeks to avoid in pursuit of its business objectives. It affirms the principles by which M&T identifies itself, while providing a central guide for decision making processes. • The “Three Lines of Defense” Control Structure, which is intended to clarify roles, responsibilities and accountabilities for decision making, risk taking and control across M&T. The Second and Third Lines of Defense provide independent oversight to help ensure thorough and effective identification, assessment, monitoring, and mitigation of risks. • Risk Governance Committee oversight through a multi-tiered structure responsible for overseeing proactive risk identification, developing an aggregated view of risks, and providing a consistent governance methodology across M&T. The Risk Governance Committees are management committees predominately chaired by members of our Independent Risk Management teams, and membership spans employees from all three Lines of Defense. All such committees report up to the Management Risk Committee, which is chaired by the Chief Risk Officer (“CRO”), and serves as the executive level committee responsible for the implementation and oversight of the Risk Framework. • Clearly defined roles and responsibilities through the establishment of Risk Management policies and procedures. • Risk Reporting, which provides a sustainable mechanism designed to ensure that the Management Risk Committee and the Risk Committee are notified of all material risks and provided an independent assessment of M&T’s activities by the Second Line of Defense. |
In addition to the Risk Committee, the Audit Committee plays a key role in risk management oversight through the validation and oversight of our internal controls, policies and procedures to help ensure their effectiveness, as described further below in the description of the Audit Committee. Our C&HC Committee also provides oversight of risks associated with M&T’s compensation programs, as described in more detail under “Incentive Compensation Governance” in the Compensation Discussion and Analysis section of this proxy statement.
At each Board meeting, the Board receives a report from the Chair of the Risk Committee and the CRO. Further, the CRO provides reports directly to the Risk Committee at each of its meetings as well as at least twice per year to the Audit Committee and at least annually to the C&HC Committee. The Board will publicly disclose,also regularly receives reports from the Chair of the Audit Committee. During 2023, the Risk Committee held 17 meetings, including two joint meetings with the Audit Committee.
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Oversight of Sustainability and ESG Matters
Board Oversight. The Board is committed to effective oversight of sustainability and environmental, social and governance (“ESG”) matters. The Board maintains such oversight through its committee structure.
| • | N&G Committee: The N&G Committee serves as a resource to the Board on corporate governance, sustainability and ESG matters and oversees the company’s overall sustainability and ESG strategy and policies; |
| • | Risk Committee: The Risk Committee is responsible for oversight of M&T’s Risk Framework, which includes the oversight of climate risk; |
| • | C&HC Committee: The C&HC Committee reviews M&T’s human capital and talent management strategies, including employee diversity, equity and inclusion, well-being and engagement, and recruitment, development and retention; and |
| • | Audit Committee: The Audit Committee discusses key ESG and sustainability-related disclosures, including internal procedures and controls related to such disclosures. |
Management Governance Structure. Board oversight is supported by a management governance structure which includes our Sustainability Committee. The Sustainability Committee oversees M&T’s sustainability and ESG management framework, including the strategies, objectives, disclosures, goals and targets, communications, and policies established across the company to identify, measure, monitor, control, respond to, report on, and execute on ESG risks and opportunities. The Sustainability Committee is comprised of key executive leaders and reports to the N&G Committee. In addition, we have established a Sustainability Working Group and Climate Steering Committee comprised of senior leaders from across M&T to provide feedback, guidance and promote alignment and effectiveness of sustainability initiatives and the enterprise-wide climate program, respectively.
Climate risk is integrated into our Risk Framework with oversight from the Risk Committee. The Climate Risk Working Group was established by M&T’s senior-level Operational Risk Committee to aid in a press releasethe governance and review of oversight of climate risk and is comprised of employees across the company who monitor for climate risks.
| M&T provides more information regarding its sustainability and ESG program, priorities and progress in its annual Sustainability Report, which can be found on M&T’s Investor Relations website at ir.mtb.com. |
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Board Committees
Board and Committee Membership
(as of March 1, 2024)
Director | Audit | Compensation and Human Capital | Executive | Nomination and Governance | Risk | |||||||||||||||
John P. Barnes(1) | ✓ | |||||||||||||||||||
Robert T. Brady(2) | ✓ | Chair | ||||||||||||||||||
Carlton J. Charles | ✓ | |||||||||||||||||||
Jane Chwick(1) | ✓ | |||||||||||||||||||
William F. Cruger, Jr.(3) | ✓ | |||||||||||||||||||
T. Jefferson Cunningham III | ✓ | |||||||||||||||||||
Gary N. Geisel | Chair | ✓ | ||||||||||||||||||
Leslie V. Godridge(1) | ✓ | |||||||||||||||||||
René F. Jones(4) | ✓ | |||||||||||||||||||
Richard H. Ledgett, Jr. | ✓ | |||||||||||||||||||
Melinda R. Rich | ✓ | ✓ | ||||||||||||||||||
Robert E. Sadler, Jr.(1) | Chair | Chair | ||||||||||||||||||
Denis J. Salamone(3) | Chair | |||||||||||||||||||
John R. Scannell | ✓ | |||||||||||||||||||
Rudina Seseri | ||||||||||||||||||||
Kirk W. Walters | ||||||||||||||||||||
Herbert L. Washington | ✓ | ✓ |
| (1) | Designated as a “risk management expert” under Regulation YY of the Board of Governors of the Federal Reserve System. |
| (2) | Mr. Brady also serves as the non-executive Vice Chairman of the Board who performs the duties of lead independent director. |
| (3) | Determined to be an “audit committee financial expert” under SEC rules. |
| (4) | Mr. Jones serves as the Chairman of the Board. |
Audit Committee
The Audit Committee has the authority and responsibility to engage and discharge the independent registered public accounting firm, pre-approve all audit and non-audit services to be provided by such firm, review the plan and results of the auditing engagement, review management’s evaluation of the adequacy of M&T’s system of internal controls over financial reporting, direct and supervise investigations into matters within the scope of its duties, and perform the duties set forth in its written charter and such other duties as are required by applicable laws or SEC filing, its decision to accept or reject such resignation within 90 days afterrules. The Audit Committee also approves the certificationcompensation of M&T’s Chief Auditor. In addition, the Audit Committee serves as the Examining Committee for M&T Bank and Wilmington Trust, N.A. The members of the election results.Audit Committee are Messrs. Cruger, Cunningham, Salamone (Chair) and Washington, each of whom served on the Committee throughout 2023. The Audit Committee held 14 meetings in 2023, including two joint meetings with the Risk Committee.
AvailabilityThe Audit Committee is comprised solely of Corporate Governance Standards
directors who are not officers or employees of M&T and who the Board has determined have the requisite financial literacy to serve on the Audit Committee. The Board determined that no member of the Audit Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE. In addition, to beingthe Board has determined that at least one member of the Audit Committee meets the NYSE standard of having “accounting or related financial management expertise.” The Board, based upon the recommendation of the N&G Committee, after reviewing all relevant facts and circumstances, has determined that Mr. Cruger and Mr. Salamone each is an “audit committee financial expert” under SEC rules.
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The Audit Committee is governed by a written charter approved by the Board. The Audit Committee Charter is available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm, any shareholder can request copiesir.mtb.com/corporate-governance.
Compensation and Human Capital (C&HC) Committee
The C&HC Committee, in accordance with its charter, is responsible for discharging the responsibilities of the Board relating to the compensation of M&T’s Corporate Governance Standards,executive officers as well as administering M&T’s equity compensation plans and awarding grants thereunder. The C&HC Committee is also responsible for oversight of M&T’s human capital and talent management strategies, including strategies related to employee diversity, equity and inclusion, well-being, engagement, recruitment, development and retention.
The C&HC Committee recommends to the chartersBoard the compensation and benefits of directors and reviews and approves the compensation and benefits of executive officers of M&T. The C&HC Committee is also responsible for reviewing with management the Compensation Discussion and Analysis (“CD&A”) and providing a report recommending to the Board whether such CD&A should be included in the proxy statement.
The members of the C&HC Committee are Mr. Geisel (Chair), Ms. Rich and Mr. Washington, each of whom served on the Audit Committee Riskthroughout 2023. The C&HC Committee Nomination, Compensationheld seven meetings in 2023, including one joint meeting with the N&G Committee.
The C&HC Committee is comprised solely of directors who are not officers or employees of M&T. The Board determined that no member of the C&HC Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and Governancethat each member meets the standards of independence established by the SEC and the NYSE, including for compensation committees.
The C&HC Committee oris governed by a written charter approved by the Board. The C&HC Committee Charter is available on M&T’s website at ir.mtb.com/corporate-governance.
Executive Committee
The Board has empowered its Executive Committee to act when the Board is not in session, during which time the Executive Committee possesses all of the Board’s powers in the management of the business and affairs of M&T, except as well as our Codeotherwise limited by law. The members of Business Conductthe Executive Committee are Mr. Brady, Mr. Geisel, Mr. Jones, Ms. Rich and Ethics, and our CodeMr. Sadler (Chair), each of Ethics for CEO and Senior Financial Officers. To make a request, shareholders may either mail their request towhom served on the Committee throughout 2023. The Executive Committee held seven meetings in 2023. The Executive Committee of M&T meets jointly with the Executive Committee of M&T Bank, Corporation, Attention: Shareholder Relations,which includes Messrs. Ledgett and Salamone as rotating members, in addition to Mr. Brady, Mr. Geisel, Mr. Jones, Ms. Rich and Mr. Sadler (Chair).
The Executive Committee is governed by a written charter approved by the Board. The Executive Committee Charter is available on M&T’s website at ir.mtb.com/corporate-governance.
Nomination and Governance (N&G) Committee
The N&G Committee is responsible for evaluating and overseeing the efforts of M&T and of the Board to maintain effective corporate governance practices and identifying candidates for election to the Board. In addition, the N&G Committee is responsible for reviewing M&T’s strategy and policies relating to sustainability and ESG matters, including engagement with shareholders and other stakeholders.
The members of the N&G Committee are Messrs. Brady (Chair), Charles and Scannell, each of whom served on the Committee in 2023. Mr. Charles joined the N&G Committee upon his election to the Board in January 2023. The N&G Committee held six meetings in 2023, including one joint meeting with the C&HC Committee.
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The N&G Committee considers nominees for director who are recommended by various persons or entities, including, but not limited to, non-management directors, the Chief Executive Officer and other executive officers of M&T, and shareholders. As explained above under “Board Composition, Diversity and Refreshment,” in evaluating all nominees for director, including those recommended by shareholders, the N&G Committee reviews the qualifications and independence of the potential nominee in light of the composition of the current Board and its various committees. This assessment includes, among other considerations, the potential nominee’s diversity, qualification as independent, skills, experience, tenure, contribution and appropriate geographic balance in the context of the needs of the Board and its committees. The N&G Committee has engaged Ridgeway Partners to assist with identification and evaluation of potential future director nominees.
The N&G Committee will consider candidates nominated by shareholders who are properly submitted in writing to M&T’s Corporate Secretary at One M&T Plaza, Buffalo, New York 14203 and received no earlier than 150 days and no later than 120 days prior to the anniversary of the date on which M&T first mailed its proxy materials for the preceding year’s Annual Meeting of Shareholders. For the 2025 Annual Meeting of Shareholders, M&T’s Corporate Secretary must receive those nominations no earlier than October 6, 2024 and no later than November 5, 2024.
The N&G Committee is comprised solely of directors who are not officers or sendemployees of M&T. The Board determined that no member of the N&G Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE.
The N&G Committee is governed by a written charter approved by the Board. The N&G Committee Charter is available on M&T’s website at ir.mtb.com/corporate-governance.
Risk Committee
The Risk Committee assists the Board in its oversight of M&T’s risk management function, including the strategies, policies, procedures and systems established by management to identify, assess, measure and manage the major risks facing M&T. In discharging its duties of risk oversight, the Risk Committee provides input to management on risk appetite, risk profile and regulatory requirements and assesses the effectiveness of M&T’s risk management framework. See “Board’s Role in Risk Oversight” above for more information about the Risk Committee’s role in assisting the Board in its oversight of risk management functions.
The members of the Risk Committee are Mr. Barnes, Ms. Chwick. Ms. Godridge, Mr. Ledgett and Mr. Sadler (Chair), each of whom served on the Committee throughout 2023. The Risk Committee held 17 meetings in 2023, including two joint meetings with the Audit Committee.
Regulation YY promulgated by the Federal Reserve Board (“FRB”), requires that publicly traded bank holding companies such requestas M&T must maintain a risk committee chaired by an independent director and include at least one member meeting the FRB standards of experience in identifying, assessing and managing risk exposures of large, complex financial firms commensurate with the company’s structure, risk profile complexity, activities and size (a “risk management expert”). The Board, based upon the recommendation of the N&G Committee, after reviewing all relevant facts and circumstances, determined that Mr. Barnes, Ms. Chwick, Ms. Godridge and Mr. Sadler each is a “risk management expert.”
The Risk Committee is governed by a written charter approved by the Board. The Risk Committee Charter is available on M&T’s website at ir.mtb.com/corporate-governance.
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Board and Committee Attendance
The Board held 10 meetings in 2023. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by committees on which the director served. The average attendance of directors at Board and board committee meetings held in 2023 was approximately 96%. | 96% Average attendance of directors at Board and committee meetings in 2023 |
M&T’s Corporate Governance Standards encourage all members of the Board to Shareholder Relations via electronic mail at ir@mtb.com.attend its Annual Meeting of Shareholders, absent exigent circumstances. All directors attended the 2023 Annual Meeting of Shareholders, which was held virtually.
Codes of Business Conduct and Ethics
M&T makes its policies and procedures available to all of our employees. These policies include our Code of Business Conduct and Ethics. Further,Ethics available to all employees. M&T requires all employees to annually certify that they have read and are familiar with the employee policies and procedures and their content, including our Code of Business Conduct and Ethics, and that they will adhere to such policies and procedures.
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M&T’s Code of Business Conduct and Ethics applies to our directors, officers, advisors and employees, as well as to our agents and representatives, including consultants. Our Code of Business Conduct and Ethics requires that individuals avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interests of M&T. In addition, our Code of Business Conduct and Ethics expects individuals to report any observed illegal or unethical behavior and provides a retaliation-free reporting mechanism. Our Code of Business Conduct and Ethics is a guide to help ensure that all individuals live up to the highest ethical standards.
M&T also maintains a Code of Ethics for CEO and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Controller and allany other senior financial officers designated by the Chief Financial Officer from time to time. This Code of Ethics supplements our Code of Business Conduct and Ethics and is intended to promote honest and ethical conduct, full and accurate financial reporting and compliance with laws, as well as other matters.
Our Code of Business Conduct and Ethics and the Code of Ethics for CEO and Senior Financial Officers isare available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.
ir.mtb.com/corporate-governance.In accordance with SEC rules, M&T will post on its website or file a Form 8-K to report any amendment to or waiver from any provision in the Code of Business Conduct and Ethics or Code of Ethics for CEO and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Controller, or persons performing similar functions.
M&T strives to foster an inclusive workplace environment that respects and values individual differences. We believe that employee diversity enhances the organization’s ability to innovate, and therefore to maintain a competitive advantage. Likewise, M&T values diversity among its board members for these same reasons. Our Corporate Governance Standards provide that the NCG Committee, in discharging its duties of reviewing the qualifications of director nominees, considers, among other factors, diversity, age, skills and experience in the context of the needs of the Board of Directors and regulatory obligations and guidance. In light of these guidelines, the NCG Committee endeavors to appoint a slate of nominees that represents diversity with respect to educational background, business experience, life skills, geographic representation and community involvement, as well as gender, race and national origin. The NCG Committee does not assign specific weight to any particular criteria; its goal is to identify nominees that, considered as a group, will possess the talents, skill sets and characteristics necessary for the Board of Directors to fulfill its responsibilities.
Pursuant to our Corporate Governance Standards, the Board conducts an annual review of director independence. As a result of the review performed in April 2017, the Board determined, based upon the recommendation of the NCG Committee, that 12 of the 14 members then serving as directors met the NYSE standard for independence. In February 2018, the Board conducted its annual director independence review and, based upon the recommendation of the NCG Committee, determined that of the 17 nominees standing for election as directors at the Annual Meeting, all of whom are currently serving as such, 14 meet the NYSE standard for independence. Currently, only Messrs. Jones, Gold and Sadler are not deemed to be independent.
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The Board applies the standards of the SEC, NYSE and M&T’s Corporate Governance Standards to assist it in making independence determinations. The Board considers all relevant facts and circumstances in determining whether a material relationship exists with M&T. Material relationships that the Board may consider include commercial, banking, consulting, legal, accounting, industrial, charitable and family relationships. The NYSE rules set forth specific relationship that will always bar independence. Under the NYSE “bright-line” tests, each of the following relationships will automatically bar a director from being independent:
A director employed by M&T;
A director’s receipt of more than $120,000 per year in direct compensation from M&T (other than director fees and pension or other forms of deferred compensation for prior service not contingent upon continued service);
A director’s affiliation or employment with M&T’s internal or external auditors;
A director (or immediate family member) who has been an executive officer of another company where any executive officer of M&T serves or served on that company’s compensation committee; or
A director employed by (or an immediate family member is an executive officer of) a company that makes payments to, or receives payments from, M&T in an amount in excess of the greater of $1 million or 2% of such other company’s consolidated gross revenues.
An employee-director of M&T (or a director with an immediate family member who is an M&T executive officer) will not be independent until three years after the employment relationship ends. The other bright-line tests will bar independence if they existed at any time during the prior three years.
In making its determination as to the independence of the directors, the Board considered specific transactions, relationships and arrangements with directors and their immediate family members and any such person’s business affiliations. For each of Mr. Hawke and Ms. Rich, payments by M&T to a company (in the case of Ms. Rich, a director-affiliated travel agency and, in the case of Mr. Hawke, the international law firm from which he is a retired partner and now an employee and does not share in the profits of the firm) for services in an amount that did not exceed the greater of $1 million or 2% of such company’s consolidated gross revenues. The Board determined that neither Mr. Hawke nor Ms. Rich have a direct or indirect material interest in the transactions with the entities that M&T engaged for professional and transactional services. Additionally, the Board considers ordinary course banking and financial services transactions provided by M&T and its subsidiaries as generally described in the section titled “TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS,” in making its determination as to independence.
The Board, upon the recommendation of the NCG Committee, considered all relevant facts and circumstances, including these transactions, relationships and arrangements and, consistent with the applicable independence standards, determined that none impair the relevant director’s independence as a director of M&T or as a member of any of the committees on which he or she serves. Based on its review of all relevant information, the Board affirmatively determined that, other than Messrs. Jones, Gold and Sadler, who do not meet the NYSE bright-line independence standards, each member of the Board of Directors is “independent” and does not have any material relationships with M&T or its subsidiaries.
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Chairman and Lead Independent Director
Mr. Jones was elected as M&T’s Chairman of the Board and appointed Chief Executive Officer on December 20, 2017, following the death of Robert G. Wilmers who had held those posts for more than 30 years. Mr. Jones has been an employee of M&T for over 25 years and has been a member of executive management for 13 years. The Board believes that in light of Mr. Jones’ significant broad-based experience with M&T, his leadership tenure with the organization, and his close working relationship with Mr. Wilmers, that the same leadership structure is appropriate for the Board of Directors as it fosters effective decision-making and clear accountability. The Board adheres to the Corporate Governance Standards on this topic and annually elects a non-executive Vice Chairman of the Board of Directors who performs the duties of lead independent director. Mr. Brady has served as the lead independent director since June 2015. The lead independent director presides over the executive sessions of the non-management directors.
Executive Sessions of the Non-Management Directors
The non-management directors meet at regularly scheduled executive sessions without management. Mr. Brady, Vice Chairman of the Board of Directors and the lead independent director, presides at these meetings. In the absence of the lead independent director, the non-management directors determine which director will preside at such meetings.
Board’s Role in Risk Oversight
The Board of Directors has delegated its risk oversight duties to the Risk Committee. At each Board meeting, the Board receives separate reports from the Chairman of the Risk Committee as well as the Chair of the Audit Committee. In 2017, the Audit Committee and the Risk Committee held one joint meeting. M&T’s risk governance committees, including the Management Risk Committee, which is the primary management-level risk committee, provide regular reports to the Risk Committee. Further, M&T’s Chief Risk Officer provides regular reports directly to the Risk Committee and twice per year to the Audit Committee.
The Board of Directors held 15 meetings in 2017. Each of the directors attended at least 75% of the total number of meetings of the Board and each committee on which the director served.
M&T’s Corporate Governance Standards encourage all members of the Board of Directors to attend its Annual Meeting of Shareholders, absent exigent circumstances. Of the nominees standing for election at the Annual Meeting, 14 were elected at the 2017 Annual Meeting of Shareholders and each of those directors attended that meeting, except for Mr. Salamone, who had a death in his family.
Communications with the Board of Directors
Any shareholder or other interested party wishing to communicate with the Board of Directors or any individual director may submit his or her written correspondence to M&T Bank Corporation’s Corporate
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Secretary, One M&T Plaza, Buffalo, New York 14203. The Corporate Secretary may facilitate direct communicationswill provide the communication, or prepare a summary of the communication, to the appropriate member(s) of the Board, unless, in the lead independentjudgment of the Corporate Secretary, the matter is not intended or appropriate for the Board.
Majority Voting Standard for Director Elections
Pursuant to M&T’s Amended and Restated Bylaws, in an uncontested election when a quorum is represented, the affirmative vote of a majority of the votes cast with respect to a director nominee is required for the non-management directorselection of that nominee as a group, or individual directors, by reviewing and summarizing such communications.
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Board Committees and Member Composition During 2017
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The Audit Committee hasdirector. If an incumbent director in an uncontested election does not receive the authority and responsibility to engage and discharge the independent registered public accounting firm, pre-approve all audit and non-audit services to be provided by such firm, review the plan and resultsaffirmative vote of a majority of the auditing engagement, review management’s evaluationvotes cast, that director would still be elected, but would be required to tender his or her resignation to the Board. The independent members of the adequacy of M&T’s system of internal controls over financial reporting, direct and supervise investigationsBoard would then determine whether or not to accept such resignation, taking into matters withinaccount the scope of its duties, and perform the duties set forth in its written charter and such other duties as are required by applicable laws or securities exchange rules. In addition, the Audit Committee serves as the Examining Committee for Wilmington Trust, N.A. and reviews the activitiesrecommendation of the ExaminingN&G Committee. The Board will publicly disclose, in a press release or SEC filing, its decision to accept or reject such resignation within 90 days after the certification of the election results.
Compensation and Human Capital Committee of M&T Bank.Interlocks and Insider Participation
Mr. Geisel, Ms. Bontempo (Chair)Rich and Messrs. Grossi, Salamone, Scharfstein andMr. Washington served as members of the AuditC&HC Committee during 2017, and each currently serves as a member. The Audit Committee held six meetings in 2017, including one joint meeting with the Risk Committee.
The Audit Committee is comprised solely of directors who are not officers or employees of M&T and who the Board has determined have the requisite financial literacy to serve on the Audit Committee. The Board determined that no member of the Audit Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE. In addition, the Board of Directors has determined that at least one member of the Audit Committee meets the NYSE standard of having “accounting or related financial management expertise.” The Board, based upon the
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recommendation of the NCG Committee, after reviewing all relevant facts and circumstances, determined that Ms. Bontempo and Mr. Grossi each is an “audit committee financial expert.”
The Audit Committee is governed by a written charter approved by the Board of Directors. The Audit Committee Charter is available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.
The Board of Directors has empowered its Executive Committee to act when the Board of Directors is not in session, during which time the Executive Committee possesses all of the Board’s powers in the management of the business and affairs of M&T Bank Corporation, except as otherwise limited by law. Messrs. Wilmers (Chairman), Baird and Brady served as members of the Executive Committee during 2017. On December 20, 2017, following the death of Mr. Wilmers, the Board of Directors reconstituted the Executive Committee and Messrs. Sadler (Chairman), Baird, Brady and Jones were appointed as the members of the Executive Committee, and each currently serves as a member. The Executive Committee did not meet in 2017.
The Executive Committee is governed by a written charter approved by the Board of Directors. The Executive Committee Charter is available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.
Nomination, Compensation and Governance Committee
The Nomination, Compensation and Governance Committee is responsible for evaluating the efforts of M&T and of the Board of Directors to maintain effective corporate governance practices and identifying candidates for election to the Board of Directors. In addition, the NCG Committee is responsible for administering M&T’s equity compensation plans and awarding grants thereunder. It administers various equity and incentive plans, including the M&T Bank Corporation Annual Executive Incentive Plan, the M&T Bank Corporation 2005 Incentive Compensation Plan, the Directors’ Stock Plan, the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (“Equity Incentive Compensation Plan”) and the M&T Bank Corporation Employee Stock Purchase Plan. The NCG Committee recommends the remuneration and benefits of directors and Section 16 reporting officers of M&T and its subsidiaries. It is also responsible for reviewing with management the Compensation Discussion and Analysis (“CD&A”) and providing a report recommending to the Board of Directors whether such CD&A should be included in the proxy statement. Messrs. Baird (Chairman), Brady and Geisel served as members of the NCG Committee throughout 2017, and each currently serves as a member. The NCG Committee held eight meetings in 2017.
The NCG Committee considers nominees for director that are recommended by various persons or entities, including, but not limited to, non-management directors, the Chief Executive Officer and other executive officers of M&T, and shareholders. In evaluating all nominees for director, including those recommended by shareholders, the NCG Committee considers whether each nominee has all the requisite experience, attributes and qualifications for board membership and not just certain specific qualities or skills. In addition, the NCG Committee takes into account any contractual rights that persons or entities have with respect to nominees for director.
In considering nominees for director, including those recommended by shareholders, the NCG Committee reviews the qualifications and independence of the potential nominee in light of the composition of the current Board of Directors and its various committees. This assessment includes, among other considerations, the potential nominee’s qualification as independent, diversity, age, skills,
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experience, tenure, contribution and appropriate geographic balance in the context of the needs of the Board of Directors and its committees.
The NCG Committee will consider candidates nominated by shareholders that are properly submitted in writing to M&T’s Corporate Secretary at One M&T Plaza, Buffalo, New York 14203 and received no later than 120 days prior to the anniversary of the date on which M&T first mailed its proxy materials for the preceding year’s Annual Meeting of Shareholders. For the 2019 Annual Meeting of Shareholders, M&T’s Corporate Secretary must receive those nominations on or before November 7, 2018.
The NCG Committee is comprised solely of directors who are not officers or employees of M&T. The Board determined that no member of the NCG Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE.
The NCG Committee is governed by a written charter approved by the Board of Directors. The NCG Committee Charter is available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.
The Risk Committee assists the Board of Directors in its oversight of M&T’s risk management function, including the strategies, policies, procedures and systems established by management to identify, assess, measure and manage the major risks facing M&T. In discharging its duties of risk oversight, the Risk Committee provides input to management on risk appetite, risk profile and regulatory requirements and approves the effectiveness of M&T’s risk management framework. Messrs. Hawke (Chairman), Cunningham, Geisel and Sadler served as members of the Risk Committee throughout 2017, and each currently serves as a member. The Risk Committee held 13 meetings in 2017, including one joint meeting with the Audit Committee.
Regulation YY promulgated by the Federal Reserve Board (“FRB”) in February 2014, requires that publicly traded bank holding companies with total consolidated assets of $50 billion or more must maintain a risk committee chaired by an independent director and by January 1, 2015, include at least one member meeting the FRB standards of experience in identifying, assessing and managing risk exposures of large, complex financial firms commensurate with the company’s structure, risk profile complexity, activities and size (a “risk management expert”). The Board, based upon the recommendation of the NCG Committee, after reviewing all relevant facts and circumstances, determined that Messrs. Cunningham and Geisel each is a “risk management expert.”
The Risk Committee is governed by a written charter approved by the Board of Directors. The Risk Committee Charter is available on M&T’s website at www.ir.mandtbank.com/corpgov.cfm.
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NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Baird (Chairman), Brady and Geisel served as members of the NCG Committee throughout 2017,2023, and each currently serves as a member. No individual who served as a member of the NCGC&HC Committee during 20172023 was at any time or formerly an officer or employee of M&T or any of its subsidiaries. During 2023, none of M&T’s executive officers served as a director of another entity, one of whose executive officers served on the C&HC Committee, and none of M&T’s executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of M&T’s Board or on the C&HC Committee.
The Board of Directors determined that all members of the NCGC&HC Committee are independent and have no financial or personal relationships with M&T requiring disclosure pursuant to the SEC rules (other than director compensation, equity ownership and transactions made in the ordinary course of business with its banking or other operating subsidiaries as described in this proxy statement).
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Director Compensation
The compensation program for our non-employee directors aims to compensate directors in a competitive range compared to peer financial institutions, commensurate with the significant amount of time, effort and expertise required to fulfill director duties. The program also aims to align the interests of our directors with M&T’s shareholders through the award of an annual Board equity retainer.
The director compensation structure provides annual compensation to directors approximately 50 percent in equity and 50 percent in cash (depending upon committee participation) through an annual Board equity retainer and an annual Board cash retainer, as well as annual committee cash retainers for service on Board committees. There are no per meeting fees.
Equity Award. The annual Board equity retainer component is granted in the form of restricted stock units having a grant date fair value of $130,000 for the lead independent director and of $120,000 for each other non-employee director. For 2023, the restricted stock units were awarded in April 2023, vest on the one-year anniversary of the grant date, and have such other terms as provided in a Directors’ Restricted Stock Unit Award Agreement and under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, as amended and restated (the “2019 Equity Plan”).
Cash Fees. Under the annual Board cash retainer component, a cash retainer of $100,000 is paid to the lead independent director and a cash retainer of $90,000 is paid to each other non-employee director.
Committee Fees. The following annual cash retainers are also paid to the members of the committees of the Board:
An annual cash retainer of $40,000 is paid to the Chair of the Audit Committee, and an annual cash retainer of $20,000 is paid to each other member of the Audit Committee.
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.
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).
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.
An annual cash retainer of $40,000 is paid to the Chair of the Risk Committee and an annual cash retainer of $25,000 is paid to each other member of the Risk Committee.
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 $15,000.
The annual Board and committee cash retainers are paid in quarterly installments, with quarterly payments paid in arrears at the beginning of each calendar quarter for service during the prior quarter.
Directors who are salaried officers of M&T or its subsidiaries do not receive any compensation for their service as directors.
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The following table sets forth the compensation of directors (who are not salaried officers of M&T or its subsidiaries) for fiscal year 2023.
2023 Director Compensation Table
Name | Fees ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | ||||||||||||
John. P. Barnes | 115,000.00 | 120,013.20 | — | 235,013.20 | ||||||||||||
Robert T. Brady | 140,000.00 | 130,077.20 | — | 270,077.20 | ||||||||||||
Carlton J. Charles(4) | 135,000.00 | 120,013.20 | — | 255,013.20 | ||||||||||||
Jane Chwick | 115,000.00 | 120,013.20 | — | 235,013.20 | ||||||||||||
William F. Cruger, Jr. | 110,000.00 | 120,013.20 | — | 230,013.20 | ||||||||||||
T. Jefferson Cunningham III | 110,000.00 | 124,069.20 | — | 234,069.20 | ||||||||||||
Gary N. Geisel | 130,000.00 | 124,069.20 | — | 254,069.20 | ||||||||||||
Leslie V. Godridge | 130,000.00 | 120,013.20 | — | 250,013.20 | ||||||||||||
Richard H. Ledgett, Jr. | 130,000.00 | 120,013.20 | — | 250,013.20 | ||||||||||||
Melinda R. Rich | 105,000.00 | 120,013.20 | — | 225,013.20 | ||||||||||||
Robert E. Sadler, Jr. | 155,000.00 | 128,125.20 | — | 283,125.20 | ||||||||||||
Denis J. Salamone | 145,000.00 | 120,013.20 | — | 265,013.20 | ||||||||||||
John R. Scannell | 105,000.00 | 120,013.20 | — | 225,013.20 | ||||||||||||
Rudina Seseri | 102,000.00 | 120,013.20 | — | 222,013.20 | ||||||||||||
Kirk. W. Walters | 102,000.00 | 120,013.20 | — | 222,013.20 | ||||||||||||
Herbert L. Washington | 125,000.00 | 120,013.20 | — | 245,013.20 | ||||||||||||
| (1) | As described above the table, cash fees are paid in quarterly installments at the beginning of each calendar quarter for service the prior quarter. |
| (2) | The amounts in this column include the annual Board equity retainer granted in April 2023 under the compensation program for our non-employee directors, as described on the prior page. The annual Board equity retainer was granted under the 2019 Equity Plan and vests upon the one-year anniversary of the grant date. The grant date fair value of the annual Board equity retainer is based on the closing price of M&T common stock on the NYSE as of the grant date. Grants to directors for the annual Board equity retainer are rounded up to the next whole share. |
| (3) | For each of Messrs. Cunningham, Geisel and Sadler, the amount listed in this column also includes the grant date fair value of an annual equity award paid for such director’s service on an M&T Bank Regional Directors Advisory Council (each, a “DAC Award”), which is granted under the 2019 Equity Plan and is vested upon grant. The grant date fair value of each annual DAC Award granted in 2023 as included in the column is based on the closing price of M&T common stock on the NYSE as of the grant date and is as follows for each director: (i) $4,065 for Mr. Cunningham; (ii) $4,065 for Mr. Geisel; and (iii) $8,112 for Mr. Sadler. |
| (4) | Mr. Charles was elected to the Board in January 2023. For service in the first quarter of 2023, in addition to his quarterly cash retainer payment for such period, Mr. Charles received $30,000 in cash fees reflecting the prorated value of the equity retainer for such period. |
M&T Bank Regional Directors Advisory Council Fees
As reflected in the 2023 Director Compensation Table above, Messrs. Cunningham, Geisel and Sadler also received an annual equity award in 2023 for their service on an M&T Bank Regional Directors Advisory Council (“DAC”). During 2023, Mr. Cunningham served as Chairman of the DAC of the Hudson Valley Division of M&T Bank; Mr. Geisel served as Chairman of the DAC of the Baltimore-Washington Division of M&T Bank; and Mr. Sadler served as Chairman of the DAC of the Florida Division of M&T Bank. The annual equity award for DAC service is granted under the 2019 Equity Plan and is vested upon grant. The value of each equity award is described in the 2023 Director Compensation Table above.
Director Stock Ownership Guidelines
Under M&T’s Corporate Governance Standards, each director is expected to own shares of M&T common stock, which includes all beneficially owned shares and unvested restricted stock units, with a value equal to at least five times the amount of the director’s annual cash retainer. Each director is expected to meet this ownership guideline by the fifth anniversary of his or her initial election to the Board. Directors who receive no personal compensation for their service are not subject to this guideline. All directors are in compliance with the director stock ownership guidelines (as of February 14, 2024).
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STOCK OWNERSHIP INFORMATIONStock Ownership Information
The tables below set forth direct and indirect ownership of common stock and restricted common(and in the case of Mr. Walters, ownership of a series of preferred stock as described) by each of our directors, each of the named executive officers,NEOs, all directors and executive officers as a group, and by each person who is known to be the beneficial owner of more than 5% of M&T’s common stocksuch securities as of February 28, 2018, together with14, 2024. The tables also show the percentage of total shares outstanding of common stock and preferred stock, as applicable, represented by such ownership.ownership as of February 14, 2024.
For purposes of these tables, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) where, in general, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if such person has the right to acquire the beneficial ownership of the security within 60 days.
Directors and Named Executive Officers Stock Ownership
Name of Beneficial Owner | Number of Shares† | Percentage of Class | ||||
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| 329,133 | (1)(2) |
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Robert T. Brady | 21,545 | (3) | * | |||
Carlton J. Charles | 954 | * | ||||
| 4,540 | * | ||||
William F. Cruger, Jr. |
| 7,401 | * | |||
T. Jefferson Cunningham III |
| 25,212 |
| * | ||
Gary N. Geisel |
| 19,652 | * | |||
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| 2,649 |
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René F. Jones |
| 217,911 | (2)(5)(6) | * | ||
Richard H. Ledgett, Jr. |
| 4,758 |
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| * | ||||
Melinda R. Rich |
| 20,631 | * | |||
Robert E. Sadler, Jr. |
| 100,707 |
| * | ||
Denis J. Salamone |
| 77,084 |
| * | ||
John R. Scannell |
| 4,393 | * | |||
| 1,736 | * | ||||
Kirk W. Walters |
| 110,319 | (2)(6)(9) | * | ||
| 40,000 | (10) | * | ||||
Herbert L. Washington | 16,345 | (11) | * | |||
Daryl N. Bible | 15,000 | * | ||||
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| 16,218 | (2) | * | ||
Darren J. King | 101,122 | (2)(6)(12) | * | |||
Doris P. Meister |
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Kevin J. Pearson |
| 124,497 |
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Current directors and executive officers as a group common stock ownership | 1,370,747 | (2)(6) | * | |||
Current directors and executive officers as a group (29 persons) Series H Perpetual Non-Cumulative Preferred stock ownership | 40,000 |
| * | |||
| † |
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| * | Less than 1% of class of shares (i.e., of outstanding common stock or preferred stock, as applicable) |
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(1) | Includes |
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| (4) | Includes 11,619 shares held through client accounts at Magnolia Capital Management, Ltd., a registered investment advisory firm of which Mr. Cunningham is the Chairman and Chief Executive Officer, and over which shares he has dispositive and voting powers. Mr. Cunningham has no pecuniary interest in such shares. |
| (5) | Includes 1,360.3 shares held indirectly as custodian for Mr. Jones’ children. |
| (6) | Includes shares through participation in the M&T Bank Corporation Retirement Savings Plan: Mr. Jones – 5,709 shares; Mr. Walters – 8 shares; Mr. King – 1,230 shares; Ms. Meister – 1,175 shares; Mr. Pearson – 3,283 shares; and all directors and executive officers as a group – 14,648 shares. Such individuals retain voting and investment power over their respective shares in the M&T Bank Corporation Retirement Savings Plan. |
| (7) | Includes 19,398 shares owned by the |
| (8) | Includes 25,000 shares held in a grantor retained annuity trust of which Mr. Salamone is the trustee. Mr. Salamone disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (9) | Includes 4,688 shares owned by Lacey & Sadie, LLC and 30,091 shares owned by Gus & Bonnie, LLC. |
Shares of Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H, par value $1.00 per share, owned by Gus & Bonnie, LLC. |
Includes 500 shares owned by a close relative of Mr. Washington. |
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M&T Bank Corporation Insider Trading Policy
All of M&T’s directors, officers and employees are subject to M&T’s Insider Trading Policy which prohibits short-term trading in M&T’s securities, including but not limited to, the use of such strategies as exchange-traded options and the use of puts and calls, caps and collars and short sales. This policy effectively serves as an anti-hedging policy.
| (13) | Includes 5,788 shares held in a grantor retained annuity trust of which Mr. Pearson is the trustee. Mr. Pearson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
The following table sets forth certain information with respect to all persons or groups known by M&T to be the beneficial owners of more than 5% of its outstanding common stock as of February 28, 2018.14, 2024.
Beneficial Owners Holding More Than 5% of M&T Bank Corporation’s Common Stock
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership |
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| Percentage of Class |
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Vanguard Group, Inc. | 100 Vanguard Blvd. Malvern, PA 19355 |
| 14,132,091 |
| (1) |
| 9.52 | % |
BlackRock, Inc. | 55 East 52nd Street New York, NY 10055 |
| 10,307,904 |
| (2) |
| 6.94 | % |
State Street Corporation | One Lincoln Street Boston, MA 02111 |
| 7,763,321 |
| (3) |
| 5.23 | % |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||||||||
The Vanguard Group, Inc. | 100 Vanguard Blvd. Malvern, PA 19355 | 19,433,884(1) | 11.71% | |||||||
Wellington Management Group LLP | 280 Congress Street Boston, MA 02210 | 13,341,040(2) | 8.04% | |||||||
BlackRock, Inc. | 50 Hudson Yards New York, NY 10001 | 13,109,596(3) | 7.90% | |||||||
State Street Corporation | One Lincoln Street Boston, MA 02111 | 9,151,943(4) | 5.51% | |||||||
| (1) |
| The Vanguard Group, Inc. (“Vanguard”) filed an amended Schedule 13G with the SEC on February |
| (2) |
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| (3) |
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| (4) | State Street Corporation (“State Street”) filed an amended Schedule 13G with the SEC on January 29, 2024, reporting that it is deemed to be the beneficial owner of in excess of 5% of the outstanding shares of M&T common stock as of December 31, 2023. State Street reported that it has shared voting power with respect to 1,379,317 of the indicated shares and shared dispositive power with respect to |
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M&T is the sponsor of a number of employee benefit plans that hold an aggregate of 3,150,8713,583,977 shares of M&T common stock as of February 28, 2018.14, 2024. Its principal banking subsidiary, M&T Bank, has sole voting authority over 875,423815,423 of these shares. The remaining 2,275,4482,768,554 shares of M&T common stock are voted by the trustee of the applicable employee benefit plan pursuant to the instructions of the participants in accordance with the terms of each such plan. Certain of the directors and executive officers of M&T hold indirect beneficial interests in the holdings of these employee benefit plans. See also footnotes (6) and (9)footnote 6 to the table set forth above titled “Directors“Directors and Named Executive Officers Stock Ownership.Ownership.”
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
UnderPursuant to Section 16(a)16 of the Exchange Act, M&T’s directors and our Section 16 reportingcertain officers, andas well as persons who beneficially own more than 10% of M&T’sthe outstanding shares of M&T’s common stock, are required to reportfile reports regarding their beneficialinitial M&T stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the common stockreports filed for fiscal year 2023 and any changes in that beneficial ownership to the SEC and the NYSE. M&T believes that these filing requirements were satisfied by all of its directors and Section 16 reporting officers during 2017. In making the foregoing statement, M&T relied on copies of the reporting forms received by it or on therelated written representations from suchthe reporting persons, the company believes that no additional forms wereall filings required to be made by its reporting persons were filed underon a timely basis.
M&T Bank Corporation Insider Trading Policy
All of M&T’s directors, officers and employees are subject to M&T’s Insider Trading Policy. The Insider Trading Policy prohibits the purchase or sale of M&T securities by persons who possess material, nonpublic information, as well as the unauthorized disclosure of such information to others, and also sets forth M&T’s trading window limitations. In addition, as described below, the Insider Trading Policy sets forth M&T’s anti-hedging and anti-pledging policies.
Anti-Hedging Policy. All directors, officers and employees are prohibited from engaging in any transactions that are designed to hedge or offset a decrease in the market value of M&T securities or from engaging in any form of short-term trading in M&T securities. Such prohibited short-term trading transactions include those involving exchange-traded options and the use of puts and calls, caps and collars and short sales, and prohibited hedging transactions include those involving prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivatives that are designed to hedge.
Anti-Pledging Policy. All directors and executive officers are prohibited from holding M&T securities in a margin account, borrowing against any account in which M&T securities are held or pledging M&T securities as collateral for a loan or other indebtedness, except in the following limited circumstances: (1) the director or executive officer may only pledge shares he or she holds in excess of M&T’s applicable rulesstock ownership guidelines, (2) the director or executive officer must have the financial ability to repay the loan or margin call without resorting to the pledged securities, (3) in the case of an executive officer, prior to any pledging transaction, the executive officer must consult with M&T’s Chief Legal Officer to confirm compliance with the policy, and (4) any decision by a director to engage in a pledging transaction must be reported to the N&G Committee and the Chairman of the SEC.Board, and any decision by an executive officer to engage in pledging must be reported to the N&G Committee and the Chief Executive Officer.
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Transactions with Directors, Executive Officers and Certain Shareholders
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
During 2017, Mr. Wilmers was the beneficial owner of a 50% interest in an entity that is unaffiliated with M&T and which owns commercial aircraft that is leased to a commercial aviation service. From time to time, M&T or its subsidiaries engaged the aviation service for air transportation services for business use by Mr. Wilmers. In 2017, M&T paid $735,189 to the aviation service company for aircraft transportation costs. M&T determined that the fees paid to the aviation service company for such business use are fair and competitive.
Mr. Sadler entered into a two-year consulting agreement with M&T effective July 1, 2016, pursuant to which he was paid a consulting fee of $200,000 per year. M&T and Mr. Sadler voluntarily terminated this agreement effective April 1, 2017.
Directors and executive officers of M&T and their immediate family members and affiliated entities are, and have been, customers of, and have had transactions with the banking and other operating subsidiaries of M&T, and additional transactions may be expected to take place in the future between such persons and M&T’s subsidiaries. As described in “Board Independence” under the section titled “Corporate Governance of M&T Bank Corporation,” the Board reviews such related party or affiliate transactions in its review and assessment of director independence. Additionally, these transactions are subject to M&T’s Code of Business Conduct and Ethics. See “Code of Business Conduct and Ethics” under the section titled “Corporate Governance of M&T Bank Corporation” above for more information.
Regulation O Policies and Procedures. Any financial services provided to directors, executive officers and their immediate family members and affiliated entities are offered in the ordinary course of business, upon substantially the same terms and conditions, including price, as we provide to similarly situated customers. M&T’s subsidiary banks also extend credit to some of the directors and their immediate family members and affiliated entities. All such extensions of credit outstanding at any time since January 1, 2017,2023, comply with our policies and procedures and Federal Reserve Board Regulation O. All extensions of credit were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to M&T or its subsidiary banks, and did not involve more than the normal risk of collectability or present other unfavorable features. As described
Related-Party Transactions Policy. The Board adopted a written related-party transactions policy in “Board Independence” underNovember 2022. Under the section titled “CORPORATE GOVERANCE OFpolicy, our executive officers, directors (and nominees), large shareholders, and their immediate family members (each a “Related Party”) may not enter into a transaction with M&T BANK CORPORATION,” suchor a subsidiary in which the amount involved exceeds $120,000, and in which the Related Party has a direct or indirect material interest, without approval from the N&G Committee. Under certain circumstances, a related party or affiliate transactions are one factor considered bytransaction may be brought before the Board for consideration, and the Board may elect to review any proposed related party transaction or designate another independent body of Directorsthe Board to review the proposed transaction. Under the policy, Related Parties are deemed not to have a direct or indirect material interest in various types of transactions, including certain compensation provided in connection with the discharge of duties; indemnification or advancement of expenses; charitable contributions; transactions involving competitive bids; ordinary course loans and other ordinary course deposit, banking, commercial, fiduciary or other financial services relationships; and transactions in which a Related Party’s interest derives solely from his or her service as a director of another entity or from certain equity interests.
Our N&G Committee (or Board or other independent body of the Board) will take into account the following factors, as appropriate, among other factors it deems appropriate in approving or rejecting a proposed transaction: (i) the benefits to M&T and whether the transaction is consistent with the interests of M&T and its reviewshareholders; (ii) whether the transaction would impair the independence of director independence.an otherwise independent non-employee director; (iii) the availability of other sources for comparable products or services; (iv) whether the terms of the transaction are fair to M&T and on the same basis as would apply if the transaction did not involve a Related Party; and (v) whether the transaction would present an improper conflict of interest.
M&T’s CodeCertain Transactions. A family member of Business Conductone of our executive officers (Michael J. Todaro) and Ethics, which is applicable toa family member of one of our directors officers, advisors(John P. Barnes) each is employed as non-executive officer employee of M&T Bank. During 2023, each person earned more than $120,000 in total direct compensation from M&T Bank. This compensation is within the range for employees within the same grade as each person.
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BlackRock, Inc. and employees,subsidiaries (“BlackRock”) and FMR LLC and subsidiaries (“Fidelity”) were each the beneficial owners of more than 5 percent of our common stock for all or part of 2023. We engaged Blackrock Investment Management, LLC as wella sub-advisor, BlackRock Institutional Trust Company, N.A. as toa glidepath manager and utilized BlackRock Institutional Trust Company, N.A. funds within our agents and representatives, including consultants, requires that individuals avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity andWilmington Trust, N.A. collective funds. These relationships were in the best interestsordinary course, at arms-length and unrelated to BlackRock’s ownership of M&T. The Codeour stock. In 2023, our collective funds paid fees of Business Conductapproximately $6.8 million and Ethics expects individuals$1,580 to report any observed illegal or unethical behavior,BlackRock Institutional Trust Company, N.A. and provides a retaliation-free reporting mechanism. Blackrock Investment Management, LLC, respectively. Our Collective Investment Trust business was divested in April 2023. Additionally, we engage Fidelity Stock Plan Services LLC to provide administration and recordkeeping services for its stock plans, including its equity compensation awards and Employee Stock Purchase Program. These relationships are in the ordinary course, at arms-length and unrelated to Fidelity’s ownership of M&T stock. In 2023, we paid fees of approximately $501,395 to Fidelity Stock Plan Services LLC.
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| PROPOSAL 2 |
ADVISORY, NON-BINDING PROPOSALVOTE TO APPROVE THE 20172023 COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS
M&T Bank Corporation believes that its 20172023 compensation policies and practices are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its shareholders, while reducing incentives for unnecessary and excessive risk taking. Our executive compensation programs are described in detail in the sections titled “COMPENSATION DISCUSSION AND ANALYSIS”“Compensation Discussion and “EXECUTIVE COMPENSATION.Analysis” and “Executive Compensation” below.
Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank(the “Dodd-Frank Act”), enacted on July 21, 2010, requires and related SEC rules require that all U.S. public companies provide their shareholders with an advisory vote on the compensation of their named executive officers. On January 25, 2011, the SEC adopted final rules implementing this requirement. At each Annual Meeting of Shareholders since M&T’s 2011 Annual Meeting, of Shareholders, the Board of Directors has provided shareholders with the ability to vote, on an advisory basis, on the compensation of M&T’s NEOs.named executive officers.
This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to vote on the overall compensation program of M&T and specifically as it applies to the NEOsnamed executive officers through the following resolution:
“RESOLVED, that the 20172023 compensation paid to M&T Bank Corporation’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”
The shareholder vote on this matter is advisory, meaning that it will serve as a recommendation to the Board, of Directors, but will not be binding. The NCGC&HC Committee will consider the outcome of this vote when determining future executive compensation arrangements.
