M&T Bank Corp (MTB)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

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 of the market for our compensation peer group. Our longstanding compensation philosophy is to emphasize long-term equity-based compensation for our NEOs.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “However, an abstention will not constitute a vote cast and therefore will not affect the outcome of any of the proposals, including the vote on the election of directors (Proposal 1), the 105 Table of Contents advisory vote to approve the 2025 compensation of M&T's NEOs (Proposal 2), the amend virtual Annual Meeting.”.

b. Approved under the standard stated in the filing — “However, an abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors (Proposal 1), the advisory vote to approve the 2024 compensation of M&T's NEOs (Proposal 2), or the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2025 (Proposal 3).”.

c. Approved under the standard stated in the filing — “However, an abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors (Proposal 1), the advisory vote to approve the 2023 compensation of M&T's NEOs (Proposal 2), or the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2024 (Proposal 3).”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies M&T Bank Corp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including M&T Bank Corp.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.