M&T BANK CORP MTB

Removed from 2025

• * Neeraj Singh succeeded Mr. Todaro as Chief Risk Officer effective January 31, 2025.
• The Company’s performance and financial position reflects a stable customer deposit base, and strong liquidity and capital generation.
• • M&T exceeded its Operating Plan for each of the following key metrics: Net operating income, diluted net operating earnings per common share, and net operating returns on average tangible assets and average tangible equity(1);
• • GAAP-basis net income was $2.59 billion - the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates;
• • Diluted earnings per common share were $14.64 and return on average assets was 1.23%.
• • Average loans and leases grew $2.0 billion, or 1.5%, in 2024 despite planned reductions in commercial real estate loans.
• The growth in average loans and leases, excluding average commercial real estate loans, was 6.3% in 2024;
• • The level of criticized commercial and industrial and commercial real estate loans declined meaningfully from $12.6 billion, or 14.0%, at the end of 2023 to $9.9 billion, or 11.2%, at the end of 2024;
• • As a percentage of Tier 1 capital plus allowance for credit losses, the commercial real estate loan concentration declined from 183% at the end of 2023 to 136% at the end of 2024;
• • M&T’s net interest margin of 3.58% led its peer group;
• • Tangible equity per common share at the end of 2024 grew 11% from the end of 2023;
• • M&T’s capital position continued to strengthen as the Common Equity Tier 1 capital ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024, meanwhile M&T’s stress capital buffer improved to 3.8%;
• • M&T resumed share repurchases in the third quarter of 2024 with 2.1 million common shares repurchased at a total cost of $400 million(3) in the second half of 2024;
• • M&T’s common stock dividend grew 3% representing the 8th consecutive year of increases
• The C&HC Committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term equity incentives, short- and long-term compensation or among cash and non-cash compensation.
• • reviewing the annual performance reviews of Section 16 officers.
• Aon also provided $327,285 in additional compensation survey/advisory services to management during 2024.
• Peer Market Cap (in Millions) Assets (in Millions) U.S. Bancorp (USB) 61,951 680,058 PNC Financial Services Group, Inc (PNC) 61,812 556,519 Truist Financial Corporation (TFC) 51,990 519,853 M&T (MTB) 25,311 208,855 Percent Rank 70% 57% Fifth Third Bancorp (FITB) 24,842 213,262 Huntington Bancshares Incorporated (HBAN) 19,143 196,310 Regions Financial Corporation (RF) 18,334 154,052 Citizens Financial Group, Inc. (CFG) 16,320 219,938 KeyCorp (KEY) 13,403 187,450 First Horizon National Corporation (FHN) 8,467 82,230 Comerica Incorporated (CMA) 6,768 79,597 Zions Bancorporation (ZION) 6,405 87,606 Median (excluding M&T) 18,334 196,310
• Kay 725,000 Michael Todaro 600,000
• Kay 1,225,000 Michael Todaro 1,300,000
• Named Executive Officer Total 2023 PerformanceYear LTI Award(2024 Grant) ($) 2023PerformanceYear Options(15%) ($) 2023PerformanceYear PHSUs(35%) ($) 2023PerformanceYear PVSUs(50%) ($) René F.
• Jones 6,000,000 900,000 2,100,000 3,000,000 Daryl N.
• Bible 2,125,000 318,750 743,750 1,062,500 Kevin J.
• Pearson 2,500,000 375,000 875,000 1,250,000 Christopher E.
• Kay 1,500,000 225,000 525,000 750,000 Michael Todaro 1,200,000 180,000 420,000 600,000
• Jones 1/31/2022 3,130 1/31/2023 5,128 1/31/2024 5,068 Daryl N.
• Pearson 1/31/2022 1,418 1/31/2023 2,137 1/31/2024 2,111 Christopher E.
• Kay 1/31/2022 768 1/31/2023 1,261 1/31/2024 1,267 Michael Todaro 1/31/2022 444 1/31/2023 940 1/31/2024 1,013
• $ $ Year ROTCE(1) (%) Earn out (%) 2022 16.7 2023 17.6 2024 14.5 Three-Year Avg.
• 16.3 77
• (1) See Appendix A for a description of how ROTCE is calculated and a related reconciliation of GAAP measures to corresponding non-GAAP measures utilized for award purposes.
• Jones 15,646 13,354 Kevin J.
• Pearson 7,085 6,047 Christopher E.
• Kay 3,838 3,275 Michael Todaro 2,214 1,889
• Kay 1,700,000 170,000 680,000 850,000 Michael Todaro 1,300,000 130,000 520,000 650,000
• 2025 PVSUs.
• The C&HC Committee approved a plan design change for the PVSUs granted in 2024, and this updated design was maintained for the 2025 grant.
• Company Results (“What”) Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was in the top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as the Common Equity Tier 1 capital ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in the third quarter of 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases Progress against Strategic Imperatives • Increased employee engagement levels in key markets (New England & Long Island), along with increases in Retail and Business Banking NPS in these key markets; named a Top 5 SBA lender in all but two markets • Made significant progress in financial systems modernization Customer Experience • Established and deployed “The Way We Work” program aligning the organization around common capabilities including CX, agility, process improvement and change management • Formed the Strategic Investment Committee to prioritize strategic investments; governance in place to track progress and drive accountability toward ROI/achievement of key results Qualitative Results (“How”) Employee Experience • Continued focus on talent management, including executive succession plans and the establishment of “NextGen” program to accelerate development of pipeline talent with diverse experience, skill sets and backgrounds • Continued to mature our pay-for-performance practices and culture Leadership • Successfully managed significant leadership transitions, demonstrating resiliency of succession program • Sourced and hired key external talent to continue to mature our capabilities and strengthen team Continued Strengthening of Risk Management Capabilities • Continued focus on credit portfolio mix and enhancing our credit delivery model; meaningfully reduced the level of criticized commercial and industrial and commercial real estate loans, and commercial real estate loan concentration in 2024 • Company continues to operate within its established risk appetite parameters, which was updated and affirmed by the Risk Committee of the Board • Continued to enhance system resiliency and mature cybersecurity capabilities
• Company Results (“What”) Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as the Common Equity Tier 1 capital ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in the third quarter of 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases Progress against Strategic Imperatives • Substantial progress towards enterprise priorities, clearing major milestones in many strategic investment committee initiatives and making some generational investments in the physical and technological infrastructure • Established various strategic project & business reviews to focus the organization on achieving priorities, becoming more efficient, more collaborative, transparent, and creating results Customer Experience • Introduced automated controls & reporting; simplified the payments processes; and enhanced reconciliation capabilities • Continued improving the internal forecasting processes by implementing a new and simplified planning and forecasting system.
• Qualitative Results (“How”) Employee Experience • Brought in expert talent while simultaneously growing and developing internal talent Leadership • Continued to increase engagement with shareholders, rating agencies, and equity & fixed income communities • Supported the Regional Presidents and Relationship Managers by participating in joint customer calls Risk Management • Completed planned system retirements, redeployed related resources, and completed projects related to data foundation • Oversaw company’s supervisory stress test, which resulted in lower stress capital buffer in 2024 • Enhanced SOX program to follow a risk-based approach, providing a more granular and detailed review of the areas with heightened risk
• (1) Represents annualized salary and a pro-rated STI payment due to Mr. Bible’s mid-year start date.
• Company Results (“What”) Strong financial performance and long-term shareholder return • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • In addition, revenues for Mortgage, Dealer Services, Wealth and Institutional Client Services divisions exceeded 2024 Operating Plan Progress against Strategic Imperatives • Established routines that have brought transparency to business performance and significantly increased financial accountability of business leaders • Continued progress on optimizing the Wealth operating model, including a review of existing processes as well as the roll out of a lead generation system that met its first-year target for receiving and closing referrals Customer Experience • Established a routine of bringing the businesses of the bank together to help drive consistent integration of enterprise platforms and to share business opportunities and challenges; this shift has provided an opportunity to accelerate overall business performance • Supported business development through client meetings • Improved NPS scores in Mortgage; maintained J.D.
• Power Mortgage rating and J.D.
• Power Dealer satisfaction rating Qualitative Results (“How”) Employee Experience • Modeled “The Way We Work” behaviors and reinforced key principles in strategic initiatives and within teams • Helped to drive employee engagement through participation in town halls and other internal employee forums Leadership • Acted as interim head of Wealth to provide consistency and support to the leadership team and customers during the transition; led the effort to choose the new head of Wealth • Focused on mentoring and development of executive talent and supported leadership transitions across the enterprise Risk Management • Ensured needed resources were focused on enhancing risk management efforts and ensured direct accountability of risk management leaders • Engaged in the development and integration of Credit Delivery Acceleration into risk management efforts
• Mr. Kay assumed responsibility for Retail and Business Banking in the second quarter of 2024 in addition to his existing responsibilities as the head of the company’s Enterprise Platforms (Digital, Marketing/ Communications/Customer Experience (CX), Service Modernization and Strategy & Transformation).
• Company Results (“What”) Strong financial performance and long-term shareholder return • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • In addition, revenues for Retail Banking division exceeded 2024 Operating Plan Progress against Strategic Imperatives • Ensured the voice of the markets were present in business conversations and drove the response to regional resourcing issues and needs • Continued to drive integration of common capabilities across business lines and focused on strengthening collaboration and identifying shared opportunities for focus in the Consumer Bank • Drove growth in New England through Marketing capabilities; Retail Banking pace of growth was higher and sales productivity improved; Business Banking performance in New England continues to be strong across most metrics Customer Experience • Led “The Way We Work” program focused on realigning the organization around common capabilities including CX, agility, process improvement, and change management • Developed a common governance framework for strategic projects to ensure appropriate resourcing and transparency • Successfully rolled out Business Banking customer alignment program, representing 18 months of cross-divisional partnership Qualitative Results (“How”) Employee Experience • Focused on development of people managers and increased manager effectiveness scores • Increased employee engagement levels in the Retail Bank which led to reduced voluntary turnover year over year • Listened to the needs of employees in Business Banking to create a stronger culture of inclusion and belonging that led to the highest scores in company for employee engagement and manager effectiveness Leadership • Participated in the development of a framework for elevating NextGen talent, with an eye toward talent development and delivering on the company’s strategic priorities • Focused on talent development and succession, specifically hired top talent for the Office of the Customer and Enterprise Communications to enhance the company’s competitive advantage Risk Management • Served in governance roles across the company; focused on managing risk across the business portfolio • Made significant investments in first-line risk capabilities in both Retail Banking and Business Banking
• Michael Todaro - Senior Executive Vice President and Chief Risk Officer
• As Chief Risk Officer, Mr. Todaro was responsible for M&T’s risk management strategy, governance, and relationships with regulators and supervisory agencies.
• Company Results (“What”) Strong financial performance and long-term shareholder return • Exceeded Operating Plan for each of the following key metrics: net operating income, diluted net operating earnings per common share, net operating returns on average tangible assets and average tangible equity(1) • Net operating income(1) was $2.63 billion – the second highest level in our company’s history – only behind 2023, which was the highest ever earned at M&T and reflected an improved net interest margin in that year due largely to the rapid rise in interest rates • Diluted net operating earnings per common share(1) were $14.88, and net operating return on average tangible assets(1) of 1.30% was equal to the highest among peers • Net operating return on average tangible common equity(1) was 14.5%; excluding the impact of accumulated other comprehensive income, net operating return on average tangible common equity(1) was top quartile among peers • Top quartile amongst peers for price/tangible book value and price/earnings multiple expansion • Continued strengthening of capital position as Common Equity Tier 1 ratio increased for the 7th consecutive quarter to 11.68% at the end of 2024; resumed share repurchases in Q3 2024 • Increased quarterly common stock dividend per share 3% during 2024, representing the 8th consecutive year of increases Progress against Strategic Imperatives • Major contributor in development of strategies and executing programs to reduce classified asset levels and Commercial Real Estate concentrations to below prescribed limits/targets • Significant progress on strengthening the independent risk management function, including creation of regulatory risk management committee, maturing/simplifying risk ratings and metrics, and strong project/change management Customer Experience • Significant progress in the build out of first line risk officer capabilities across the company • Promoted candor in identifying problems and promoted cooperation across first line risk teams to improve outcomes Qualitative Results (“How”) Employee Experience • Created routines to strengthen team engagement, track progress, and address roadblocks • Continued focus on talent and performance practices & culture Leadership • Focused on development of management routines and developing management skills of new leaders • Recruited a strong successor for the CRO role, providing several months for transition Risk Management • Completed review and revision of Risk Appetite Framework – including new limits for all major asset classes, plus liquidity, Operations Risk and Cyber – which was approved by the Risk Committee and the Board • Made significant progress in enhancing the second line credit function
• Michael Todaro - Senior Executive Vice President and Chief Risk Officer (continued)
• M&T’s compensation plans do not contain payments or benefits to NEOs that are specifically triggered by a change in control, except
• Reviews of M&T’s compensation
• For Mr. Jones, the amount for 2024 was $(4,878).
• See Note 12 to the Financial Statements of M&T’s 2024 Form 10-K.
• Name RetirementSavingsPlan($) LeadershipRetirementSavings Plan($) Qualified RAA /DEC EmployerContribution(a)($) LeadershipRAA /DEC Employer Contribution(a)($) Term LifeInsurancePremiums($) René F.
• Jones 17,250 17,250 22,425 22,425 7,524 Daryl N.
• Bible 17,250 17,250 7,245 7,245 3,564 Kevin J.
• Pearson 17,250 17,250 7,524 Christopher E.
• Kay 17,250 17,250 9,488 9,488 1,615 Michael Todaro 17,250 17,250 1,782
• Messrs.
• Kay X X X X Michael Todaro X X X X
• (a) In addition to these perquisites, Mr. Jones’ perquisites included use of a corporate apartment in an amount of $32,902.
• Mr. Jones’ club membership dues and expenses totaled $25,044 in 2024.
• (5) Mr. Bible first became an NEO in the proxy statement filed on March 5, 2024, and therefore only his compensation for 2023 and 2024 is reported.
• There has been no material change in our employee population that we believe would significantly impact this disclosure.
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