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DEF 14A Filing Data
M&T Bank (MTB) DEF 14A7 Mar 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | M&T BANK CORPORATION |
Entity Central Index Key | 0000036270 |
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table Year Summary Compensation 1,2,3 Average Non-PEO NEOs 1 Average Non-PEO 1,2,3 Value of Initial Fixed 4 Net Return on 5 TSR Peer Group (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 8,815,707 8,747,318 4,052,188 4,106,682 93.94 97.52 1,992 16.7 % 2021 6,868,174 9,143,656 3,554,911 4,583,251 96.83 124.06 1,859 16.8 % 2020 5,532,007 3,876,327 3,254,389 2,358,820 77.91 89.69 1,353 12.8 % 1. Mr. Jones was our PEO for each year presented. The individuals comprising the non-PEO 2020 and 2021 2022 Darren J. King Darren J. King Richard S. Gold Richard S. Gold Kevin J. Pearson Kevin J. Pearson Doris P. Meister Christopher E. Kay 2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. Year Summary Exclusion of Exclusion of Stock Inclusion of Inclusion of Equity Compensation 2022 8,815,707 — (5,300,278 ) — 5,231,889 8,747,318 2021 6,868,174 — (4,250,256 ) — 6,525,738 9,143,656 2020 5,532,007 (66,115 ) (3,550,087 ) — 1,960,522 3,876,327 Year Average Summary Non-PEO Average Exclusion Non-PEO Average Exclusion Awards for Non- Average Inclusion Non-PEO Average Inclusion Non-PEO Average Non-PEO NEOs 2022 4,052,188 — (1,875,129 ) 50,522 1,879,100 4,106,681 2021 3,554,911 (44,980 ) (1,794,940 ) 51,600 2,816,660 4,583,251 2020 3,254,389 (186,823 ) (1,697,711 ) 44,846 944,119 2,358,820 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year Year-End Fair Change in Fair Vesting-Date Change in Fair Fair Value at Value of Total - 2022 4,560,864 (10,132 ) — 681,157 — — 5,231,889 2021 5,243,324 912,355 — 370,059 — — 6,525,738 2020 2,537,896 (542,301 ) — (35,073 ) — — 1,960,522 Year Average Year- Year for Non- Average Change Years for Non- Average Vesting-Date Non-PEO Average Change in Non-PEO Average Fair Non-PEO Average Value Non-PEO Total - Average Non-PEO 2022 1,613,539 (8,580 ) — 274,141 — — 1,879,100 2021 2,214,324 429,158 — 173,178 — — 2,816,660 2020 1,221,813 (259,702 ) — (17,992 ) — — 944,119 4. The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K 10-K 5. We determined Return on Tangible Common Equity (ROTCE) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO after-tax after-tax after-tax non-GAAP Appendix A non-GAAP | ||
Company Selected Measure Name | Return on Tangible Common Equity (ROTCE) | ||
Named Executive Officers, Footnote [Text Block] | 1. Mr. Jones was our PEO for each year presented. The individuals comprising the non-PEO 2020 and 2021 2022 Darren J. King Darren J. King Richard S. Gold Richard S. Gold Kevin J. Pearson Kevin J. Pearson Doris P. Meister Christopher E. Kay | ||
Peer Group Issuers, Footnote [Text Block] | 4. The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K 10-K | ||
PEO Total Compensation Amount | $ 8,815,707 | $ 6,868,174 | $ 5,532,007 |
PEO Actually Paid Compensation Amount | $ 8,747,318 | 9,143,656 | 3,876,327 |
Adjustment To PEO Compensation, Footnote [Text Block] | 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. Year Summary Exclusion of Exclusion of Stock Inclusion of Inclusion of Equity Compensation 2022 8,815,707 — (5,300,278 ) — 5,231,889 8,747,318 2021 6,868,174 — (4,250,256 ) — 6,525,738 9,143,656 2020 5,532,007 (66,115 ) (3,550,087 ) — 1,960,522 3,876,327 Year Year-End Fair Change in Fair Vesting-Date Change in Fair Fair Value at Value of Total - 2022 4,560,864 (10,132 ) — 681,157 — — 5,231,889 2021 5,243,324 912,355 — 370,059 — — 6,525,738 2020 2,537,896 (542,301 ) — (35,073 ) — — 1,960,522 | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,052,188 | 3,554,911 | 3,254,389 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,106,682 | 4,583,251 | 2,358,820 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. Year Average Summary Non-PEO Average Exclusion Non-PEO Average Exclusion Awards for Non- Average Inclusion Non-PEO Average Inclusion Non-PEO Average Non-PEO NEOs 2022 4,052,188 — (1,875,129 ) 50,522 1,879,100 4,106,681 2021 3,554,911 (44,980 ) (1,794,940 ) 51,600 2,816,660 4,583,251 2020 3,254,389 (186,823 ) (1,697,711 ) 44,846 944,119 2,358,820 Year Average Year- Year for Non- Average Change Years for Non- Average Vesting-Date Non-PEO Average Change in Non-PEO Average Fair Non-PEO Average Value Non-PEO Total - Average Non-PEO 2022 1,613,539 (8,580 ) — 274,141 — — 1,879,100 2021 2,214,324 429,158 — 173,178 — — 2,816,660 2020 1,221,813 (259,702 ) — (17,992 ) — — 944,119 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the company’s cumulative TSR over the three most recently completed fiscal years. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Description of Relationship Between PEO and Other NEO Compensation Actually Paid and ROTCE The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our ROTCE during the three most recently completed fiscal years. See Appendix A non-GAAP | ||
Total Shareholder Return Vs Peer Group [Text Block] | Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the KBW NASDAQ Bank Index over the same period (assumes reinvestment of dividends). | ||
Tabular List [Table Text Block] | Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2022 to company performance. The measures in this table are not ranked. Net Operating Income Earnings Per Share Return on Tangible Common Equity | ||
Total Shareholder Return Amount | $ 93.94 | 96.83 | 77.91 |
Peer Group Total Shareholder Return Amount | 97.52 | 124.06 | 89.69 |
Net Income (Loss) | $ 1,992,000,000 | $ 1,859,000,000 | $ 1,353,000,000 |
Company Selected Measure Amount | 0.167 | 0.168 | 0.128 |
PEO Name | René F. Jones | ||
Value of Initial Fixed Investment | $ 100 | ||
Non PEO NEO Average Compensation Actually Paid Amount | $ 4,106,681 | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Operating Income | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Earnings Per Share | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Tangible Common Equity | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | $ 5,231,889 | $ 6,525,738 | $ 1,960,522 |
PEO [Member] | Change In Pension Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | (66,115) |
PEO [Member] | Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,300,278) | (4,250,256) | (3,550,087) |
PEO [Member] | Pension Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Equity Values [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,231,889 | 6,525,738 | 1,960,522 |
PEO [Member] | Year End Fair Value of Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 4,560,864 | 5,243,324 | 2,537,896 |
PEO [Member] | Change in Fair Value of Unvested Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | (10,132) | 912,355 | (542,301) |
PEO [Member] | VestingDate Fair Value of Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value to Vesting Date of Unvested Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 681,157 | 370,059 | (35,073) |
PEO [Member] | Fair Value of Equity Awards Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 0 | 0 | 0 |
PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 0 | 0 | 0 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 1,879,100 | 2,816,660 | 944,119 |
Non-PEO NEO [Member] | Change In Pension Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | (44,980) | (186,823) |
Non-PEO NEO [Member] | Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,875,129) | (1,794,940) | (1,697,711) |
Non-PEO NEO [Member] | Pension Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 50,522 | 51,600 | 44,846 |
Non-PEO NEO [Member] | Equity Values [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,879,100 | 2,816,660 | 944,119 |
Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 1,613,539 | 2,214,324 | 1,221,813 |
Non-PEO NEO [Member] | Change in Fair Value of Unvested Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | (8,580) | 429,158 | (259,702) |
Non-PEO NEO [Member] | VestingDate Fair Value of Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 0 | 0 | 0 |
Non-PEO NEO [Member] | Change in Fair Value to Vesting Date of Unvested Equity Awards Granted [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 274,141 | 173,178 | (17,992) |
Non-PEO NEO [Member] | Fair Value of Equity Awards Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | 0 | 0 | 0 |
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Award Adjustments | $ 0 | $ 0 | $ 0 |