M&T Bank (MTB) DEF 14ADefinitive proxy

One M&T Plaza

Buffalo, New York 14203

March 5, 2024

Dear Shareholder,

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of M&T Bank Corporation to be held on Tuesday, April 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 at the virtual Annual Meeting:

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote your shares as promptly as possible via the internet, by telephone or by executing and returning your signed proxy card if 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, attending the virtual Annual Meeting and the business to be conducted at the meeting.

Thank you for your continued support of M&T.

Sincerely,

RENÉ F. JONES

Chairman of the Board and Chief Executive Officer

One M&T Plaza,

Buffalo, New York 14203

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 5, 2024

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

PROXY SUMMARY

This “proxy summary” highlights information contained in the proxy 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 (“M&T,” “we,” “our,” or the “company”) is providing you this proxy statement because its Board of Directors (the “Board”) is soliciting your proxy to vote your shares of M&T common stock at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”), or any adjournment or adjournments thereof. The proxy materials are first being made available to shareholders of M&T on or about March 5, 2024. The Annual Meeting will be held on Tuesday, April 16, 2024.

For information on the details of 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

About Our Company

M&T is a financial holding company headquartered in Buffalo, New 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 the 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.

Proposal 1—Election of Directors

M&T aims to maintain a highly engaged Board with balanced tenure and substantive expertise that has the diversity of skills and backgrounds necessary to effectively oversee our management team and serve the long-term interests of our shareholders.

We are asking our shareholders to elect 16 director nominees at the Annual Meeting to hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Each nominee is elected annually by the affirmative vote of the majority of votes cast.

Director Nominees

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 nominees 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 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 the Board has increased from approximately 19% in 2017 to 41% of current directors and 44% of nominees at the Annual Meeting. 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.

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.

See “Proposal 1—Election of Directors” and “Corporate Governance of M&T Bank Corporation” further below for more information on our director nominees as well as Board qualifications, tenure, independence and diversity.

						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.

See “Corporate Governance of M&T Bank Corporation” further below in this proxy statement for more information on our corporate governance practices.

Proposal 2—Advisory, Non-Binding Vote on 2023 Compensation of Named Executive Officers

We are asking our shareholders to review and vote, on an advisory basis, on the 2023 compensation of our named executive officers (“NEOs”). As described in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation policies and practices are centered on creating a pay-for-performance culture that drives M&T performance, aligns the interests of our executives with the long-term interests of our shareholders and reduces incentives for unnecessary and excessive risk-taking.

				Executive Compensation Program   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.

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

Total Compensation Pay Mix

Our executive compensation program provides for a mix of base salary, short-term cash incentives and long-term equity-based incentives that vest over time in alignment with our compensation philosophy and the objectives cited above.

The charts below show the 2023 performance year total compensation pay mix of our CEO and the average of our other NEOs. For this purpose, compensation for the “performance year” consists of (i) annual base salary as of the end 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.

		* 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 of this proxy statement:

See “Proposal 2—Advisory, Non-Binding Vote to Approve the 2023 Compensation of M&T Bank Corporation’s Named Executive Officers” further below in this proxy statement for more information.

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, 2024. The Audit Committee and Board believe the continued retention of PricewaterhouseCoopers LLP is in the best interests of M&T and its shareholders.

See “Proposal 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” further below in this proxy statement for more information.

PROXY STATEMENT

ELECTION OF DIRECTORS

Upon the recommendation of the N&G Committee, the Board recommends the following 16 persons for election as directors of M&T, to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

Each of the nominees was elected at the 2023 Annual Meeting of Shareholders. One current director, Mr. John R. Scannell, is not a nominee and his term will end at the Annual Meeting. The Board would like to thank Mr. Scannell for his years of service and valuable contributions to M&T and the Board.

Each nominee’s business experience, including occupation, current public company directorships, and public company directorships held at any time during the past five years is provided. Additionally, the experience, qualifications and skills, including education, of each nominee are listed.

The information with respect to each nominee is as of March 1, 2024, and includes each nominee’s positions, if any, with M&T’s subsidiary banks, M&T Bank (also known as Manufacturers and Traders Trust Company) and Wilmington Trust, N.A. The information contained in this proxy statement concerning the nominees is based upon statements made or confirmed to M&T by or on behalf of such nominees, except to the extent certain information is contained in M&T’s records.

The Board believes that the experience, qualifications and skills of each of the director nominees contributes to an effective and well-functioning board providing oversight of M&T’s business and management.

NOMINEES FOR DIRECTOR

CORPORATE GOVERNANCE OF M&T BANK CORPORATION

Corporate Governance Standards

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 annually evaluates its Corporate Governance Standards in light of best practices and regulatory guidance. The Corporate Governance Standards are available on M&T’s website at ir.mtb.com/corporate-governance. These standards address, among other items, director qualifications and responsibilities, board committees, director compensation and independence, director orientation and continuing education, performance evaluations, director commitments and conflicts of interest.

Board Composition, Diversity and 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 diversity 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 experiences, life skills, geographic representation and community involvement.

Board 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 assist in this process, including with the identification and evaluation of potential future director nominees. Based on contributions and feedback from the N&G Committee, other directors, executive management and Ridgeway Partners, a Board framework and analysis of the skills, experiences and attributes that M&T believes would be beneficial to have represented on the Board and its committees have been developed. This process takes into account the current needs of the Board, future director succession 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 leveraged throughout the process in identifying and evaluating Board candidates and considering committee assignments.

Over-Boarding Policy. The Board also considers the availability of each candidate to fulfill his or her responsibilities as a director. Both 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 executive 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.

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

SKILLS AND EXPERIENCE

CEO Experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Commercial Banking

✓

✓

✓

✓

✓

✓

✓

✓

Wealth / Investment Management

✓

✓

✓

✓

✓

✓

✓

Customer Experience / Retail

✓

✓

✓

✓

✓

✓

✓

✓

✓

Technology / Digital Innovation

✓

✓

✓

✓

✓

✓

Cybersecurity

✓

✓

✓

✓

Risk Management

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Corporate Governance

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Bank Regulatory

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Finance / Accounting

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Human Capital Management

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

BOARD DEMOGRAPHICS

Gender Diversity

✓ (Female)

✓ (Female)

✓ (Female)

✓ (Female)

Race/Ethnicity Diversity

✓ (Black)

✓ (Black)

✓ (Black)

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:

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 addition, a director must be affirmatively determined by our Board to have no material relationship with M&T or its subsidiaries to be considered independent.

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. 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, upon the recommendation of the N&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.

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.

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.

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 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.

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.

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 the governance and review of oversight of climate risk and is comprised of employees across the company who monitor for climate risks.

Board Committees

Board and Committee Membership

(as of March 1, 2024)

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 rules. The Audit Committee also approves the compensation 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 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.

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 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.

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 ir.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 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 Board 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 Committee throughout 2023. The C&HC Committee held 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 that each member meets the standards of independence established by the SEC and the NYSE, including for compensation committees.

The C&HC Committee is 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 otherwise limited by law. The members of the Executive Committee are Mr. Brady, Mr. Geisel, Mr. Jones, Ms. Rich and Mr. Sadler (Chair), each of whom 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, 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.

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 employees 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 as 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.

Board and Committee Attendance

M&T’s Corporate Governance Standards encourage all members of the Board to 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 Code of Business Conduct and Ethics available to all employees. M&T requires all employees to 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.

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 any 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 are available on M&T’s website at 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.

Communications with the Board

Any shareholder or other interested party wishing to communicate with the Board or any individual director may submit his or her written correspondence to M&T Bank Corporation’s Corporate

Secretary, One M&T Plaza, Buffalo, New York 14203. The Corporate Secretary will provide the communication, or prepare a summary of the communication, to the appropriate member(s) of the Board, unless, in the judgment 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 election of that nominee as a director. If an incumbent director in an uncontested election does not receive the affirmative vote of a majority of the votes 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 Board would then determine whether or not to accept such resignation, taking into account the recommendation of the N&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 Interlocks and Insider Participation

Mr. Geisel, Ms. Rich and Mr. Washington served as members of the C&HC Committee during 2023, and each currently serves as a member. No individual who served as a member of the C&HC Committee during 2023 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 determined that all members of the C&HC Committee are independent and have no financial or personal relationships with M&T requiring disclosure pursuant to 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).

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:

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.

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

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).

Stock Ownership Information

The tables below set forth direct and indirect ownership of common stock (and in the case of Mr. Walters, ownership of a series of preferred stock as described) by each of our directors, each of the 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 such securities as of February 14, 2024. The tables also show the percentage of total shares outstanding of common stock and preferred stock, as applicable, represented by such 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

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 14, 2024.

Beneficial Owners Holding More Than 5% of M&T Bank Corporation’s Common Stock

M&T is the sponsor of a number of employee benefit plans that hold an aggregate of 3,583,977 shares of M&T common stock as of February 14, 2024. Its principal banking subsidiary, M&T Bank, has sole voting authority over 815,423 of these shares. The remaining 2,768,554 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 footnote 6 to the table set forth above titled “Directors and Named Executive Officers Stock Ownership.”

Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Exchange Act, M&T’s directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of M&T’s common stock, are required to file reports regarding their initial M&T stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the reports filed for fiscal year 2023 and related written representations from the reporting persons, the company believes that all filings required to be made by its reporting persons were filed on 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 stock 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 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.

Transactions with Directors, Executive Officers and Certain Shareholders

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 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, 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.

Related-Party Transactions Policy. The Board adopted a written related-party transactions policy in November 2022. Under the policy, 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 or 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 transaction 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 the 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 shareholders; (ii) whether the transaction would impair the independence of 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.

Certain Transactions. A family member of one of our executive officers (Michael J. Todaro) and a family member of one of our directors (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.

BlackRock, Inc. and 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 a sub-advisor, BlackRock Institutional Trust Company, N.A. as a glidepath manager and utilized BlackRock Institutional Trust Company, N.A. funds within our Wilmington Trust, N.A. collective funds. These relationships were in the ordinary course, at arms-length and unrelated to BlackRock’s ownership of our stock. In 2023, our collective funds paid fees of approximately $6.8 million and $1,580 to BlackRock Institutional Trust Company, N.A. and 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.

ADVISORY, NON-BINDING VOTE TO APPROVE THE 2023 COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS

M&T Bank Corporation believes that its 2023 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” and “Executive Compensation” below.

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) 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. At each Annual Meeting of Shareholders since M&T’s 2011 Annual Meeting, the Board has provided shareholders with the ability to vote, on an advisory basis, on the compensation of M&T’s 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 named executive officers through the following resolution:

“RESOLVED, that the 2023 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, but will not be binding. The C&HC Committee will consider the outcome of this vote when determining future executive compensation arrangements.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

This Compensation Discussion and Analysis (the “CD&A”) provides information regarding the 2023 compensation of M&T’s Chief Executive Officer (“CEO”), M&T’s current and former Chief Financial Officer (“CFO”) and the three most highly compensated executive officers other than the CEO and CFO (collectively, the “NEOs”). For 2023, our NEOs were the following individuals:

Overview of M&T Bank Corporation

M&T’s vision is focused on long-term sustained performance. We strive to consistently maintain a conservative risk profile and a strong financial position to ensure high levels of service to our customers and communities throughout economic cycles.

2023 Financial Performance Highlights

M&T’s results for 2023 reflected a year of strong performance as measured by several key metrics including diluted net operating earnings per common share, net operating return on average tangible assets, and net operating return on average tangible common equity with 2023 operating results exceeding 2022 performance on all three metrics⁽¹⁾. M&T’s 2023 financial performance reflects disciplined balance sheet management, prudent pricing during a period of higher rates and customer disintermediation, and diligent expense management to generate positive operating leverage. Through a period of economic uncertainty, M&T grew Tangible Book Value per Share and Common Equity Tier 1 capital while reducing its Stress Capital Buffer during the year. Notwithstanding M&T’s strong results cited below, and our performance relative to our peer group, M&T’s performance on diluted net operating earnings per common share, net operating return on average tangible assets, and net operating return on average tangible common equity were below its Operating Plan largely driven by the rate environment. Specific 2023 performance highlights are noted below:⁽²⁾

In addition to the above financial highlights from 2023, M&T continued to focus on its core businesses across a growing footprint, helping our clients achieve their financial goals while making a difference in people’s lives throughout 2023. M&T regularly assesses the health and vitality of each of our businesses to see where we might be able to deliver more value for our clients and our shareholders. As part of that exercise, last year we sold our Collective Investment Trust business to a firm with deep expertise in the space. This transaction aims to scale the support we can provide to our clients while positively impacting the returns we deliver for our shareholders.

M&T’s Executive Compensation Philosophy and Objectives

The objectives of M&T’s executive compensation programs are to attract and retain executives capable of maximizing performance for the benefit of M&T and its shareholders. We endeavor, over time and based on performance, to establish total direct compensation (“TDC”) in a competitive range around the median of the market for our compensation peer group. Our longstanding compensation philosophy is to emphasize long-term equity-based compensation for our NEOs. This philosophy, combined with C&HC Committee engagement and oversight, allows us to align our compensation with performance by:

We design our executive compensation program to promote risk mitigation and good governance, which includes maintaining the following best practices:

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

2023 Say-on-Pay Vote and Shareholder Outreach

Our 2023 shareholder vote on executive compensation passed with 93.39% support. The C&HC Committee considered this to be an indication that our shareholders believe that the NEOs’ compensation is aligned with the performance of M&T.

In addition, we regularly engage with our shareholders’ proxy voting and investor stewardship teams to gain a deeper understanding of the perspectives and concerns related to our executive compensation programs. In these meetings, our shareholders have generally expressed a positive view with respect to our executive compensation program.

We regularly evaluate whether our executive compensation programs support our compensation philosophy and objectives and monitor program alignment with our priorities. Further, we continue to look for ways to provide transparent disclosure around these programs. In connection with this review, combined with other factors discussed in this CD&A as well as the feedback we received from our shareholders, the C&HC Committee made the following changes in recent years:

Components of Executive Compensation

The components of our executive compensation program, described below, align with M&T’s philosophy to emphasize long-term equity-based compensation, while providing compensation that will attract and retain executive officers capable of achieving M&T’s performance objectives.

2023 Performance Year Pay Mix

Our executive compensation program provides for a market-competitive mix of base salary, short-term cash incentives (STI) and long-term equity-based incentives (LTI) that vest over time in alignment with our compensation philosophy and the objectives cited above. In light of the financial results cited above, the short-term incentive plan funding for the company was established at 90% of target, with target representing a fully funded market-competitive STI pool.

Executive performance scorecards were introduced for 2023 performance year and serve to provide more structure around our performance-guided discretionary variable compensation program, specifically with respect to short-term incentive awards. The executive performance scorecards consider overall bank performance, in addition to the performance of the business unit(s) or functional area(s) led by each NEO and their individual contributions predominantly with respect to risk management, leadership and talent development. As a result of the executive performance scorecard review, short-term incentives were increased for some NEOs and decreased for others. For continued retention and shareholder alignment, LTI awards for NEOs were maintained at 2022 performance year levels or increased modestly to better reflect market competitiveness.

The charts below represent the 2023 performance year total compensation pay mix of our CEO and the average of our other NEOs. For purposes of this and other “performance year” disclosures in this CD&A, compensation for the “performance year” consists of (i) annual base salary as of the end of the performance year, (ii) STI paid in the following year for the prior year’s performance, and (iii) the LTI award (target value) granted in the following year for the prior year’s performance and in consideration of anticipated future contributions. The LTI award is comprised of PHSUs, PVSUs and NQ Stock Options. This view differs from the disclosure in the 2023 Summary Compensation Table (“SCT”) set forth in the “Executive Compensation” section beginning on page 65 below, in that the LTI awards disclosed in the SCT reflect equity awards granted during 2023 for the prior performance year (i.e., 2022 performance). We prefer the performance year view as this is how we (and many of our peer companies) tend to view executive compensation.

The charts below show the 2023 performance year pay mix for our CEO and the average for our other NEOs, of which 88% of pay is “at risk” for Mr. Jones and, on average, 83% of pay is “at risk” for our other NEOs.

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

Roles and Responsibilities

M&T’s executive compensation programs are administered through the joint efforts of various constituents to ensure sound holistic governance around compensation determinations.

Role of the C&HC Committee

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

The C&HC Committee’s responsibilities include:

The C&HC Committee receives reports from the CFO and Chief Risk Officer (“CRO”) regarding M&T’s financial performance and risk management performance, respectively, prior to finalizing TDC for the NEOs. The C&HC Committee regularly meets with the Chief Executive Officer, Chief Human Resources Officer, and Chief Talent Officer to review the effectiveness of the bank’s performance management, compensation, and succession planning practices. This increases transparency and governance in areas such as pay-for-performance, pay equity, identification of succession risks, and management’s efforts to mitigate those risks by preparing future leaders to operate the bank. To further support succession planning, in 2023 the C&HC Committee held a joint meeting with the N&G Committee to review succession plans for executive leadership roles, including Chief Executive Officer, and other key positions and intends to hold this meeting annually going forward. Additionally, the C&HC Committee’s independent compensation consultant, whose role is described more fully below, participates in meetings throughout the year, as requested.

Role of the Chief Executive Officer

The Chief Executive Officer (and the Vice Chairman, with respect to Ms. Meister only) provided the performance assessments for the NEOs (other than the Chief Executive Officer) and made compensation recommendations to the C&HC Committee in this regard. Performance achieved against business unit/function and individual goals set in early 2023, as well as overall bank financial results and risk management were considered when making the initial compensation recommendations. Ultimate decision making authority for the compensation determinations for all NEOs, including the Chief Executive Officer, however, lies solely with the C&HC Committee.

Role of Independent Compensation Consultant

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

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

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

Peer Group

On an annual basis, the C&HC Committee, with the assistance of McLagan, makes decisions about compensation levels for each of the NEOs with reference to the compensation peer group—a group of commercial banking institutions of similar business makeup, size and geographic reach. For the 2023 year-end compensation review, M&T continued the practice of having the same peer group for both compensation (used as a reference for compensation levels for NEOs) and financial (used as a reference for our financial performance) comparison.

The eleven commercial banking companies listed below were identified by selecting a group of U.S.-based commercial bank holding companies generally having assets or market capitalization within a reasonable range of M&T and excluded those that had a significantly dissimilar business mix, or had a substantial international presence. The 2023 peer group is unchanged from 2022:

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