Carlton Charles
M&T BANKAbout Carlton J. Charles
Carlton J. Charles (age 66) is an independent director of M&T Bank Corporation (MTB) since 2023. He serves as Senior Vice President of Treasury and Risk Management at Hearst, and previously was Senior Vice President and Chief Operational Risk Officer at Moody’s Corporation. He holds a B.S. in Quantitative Economics and an MPP from SUNY Stony Brook, and an MBA in Finance from the University of Chicago. He is a member of MTB’s Nomination & Governance (N&G) Committee and Risk Committee; he is also a director of M&T Bank (subsidiary) and a member of its Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moody’s Corporation | Senior Vice President & Chief Operational Risk Officer | Not disclosed | Enterprise operational risk leadership |
| Bronx Preparatory Charter School | Board member; Audit Committee Chair (prior service) | Not disclosed | Chaired Audit Committee |
| St. Thomas Aquinas College | Board of Trustees (prior service) | Not disclosed | Trustee |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Hearst | Senior Vice President, Treasury & Risk Management | Private | Risk and treasury leadership |
| Hearst | Member, Hearst Board of Directors | Private | Corporate board member |
| Level Up Ventures (Hearst) | Chair | Private/VC | Focused on Black and Latino entrepreneurs |
| HearstLab | Board of Advisors | Private | Supports early-stage, women-led companies |
| BUILD | Advisory Board | Non-profit | Youth entrepreneurship in underserved communities |
| Executive Leadership Council | Member | Non-profit | Senior executive network |
| NACD | Governance Fellow | Non-profit | Governance credential |
Board Governance
- Committee assignments: Nomination & Governance and Risk (not a chair). At the parent board level he serves on N&G and Risk; at M&T Bank (subsidiary) he serves on its Risk Committee .
- Independence: The Board determined all nominees except the CEO are independent (NYSE/SEC standards applied). Mr. Charles is independent .
- Engagement and attendance: The Board held 10 meetings in 2024; Risk Committee held 16 (including 2 joint with Audit); N&G held 5 (including 1 joint with C&HC). Each director attended at least 75% of Board and committee meetings; average attendance was ~96% .
- Lead independent director/executive sessions: The Board has a lead independent director (non-executive Vice Chair), who presides over executive sessions of non-management directors; executive sessions are held regularly .
- Over-boarding policy: The N&G Committee reviews outside board commitments; thresholds and special review for executive officers are specified .
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Amount – Carlton J. Charles |
|---|---|---|
| Board cash retainer | $90,000 for non-employee directors; $115,000 for lead independent director; paid quarterly in arrears | Included in total below . |
| Committee member fees | Audit $20k; C&HC $15k; Executive $15k; N&G $15k; Risk $30k (chairs higher) | N&G and Risk member fees applicable; included in total below . |
| Total cash earned (2024) | Actual fees earned in 2024 | $127,500 |
Notes: Cash retainers are paid quarterly in arrears; there are no per-meeting fees .
Performance Compensation (Director)
| Component | Structure | 2024 Amount – Carlton J. Charles |
|---|---|---|
| Annual Board equity retainer (RSUs) | $135,000 grant date fair value for each non-employee director (vests one year from grant date) | $135,004.65 (grant in April 2024; one-year vest) . |
- Total 2024 director compensation (cash + equity): $262,504.65 for Mr. Charles .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and generally from pledging M&T securities, with limited exceptions and required approvals/reporting as set forth in the Insider Trading Policy .
- Clawback/forfeiture policies are described for executive incentives; director equity follows plan and award terms; the director equity retainer is time-based RSUs (no performance metrics) .
Other Directorships & Interlocks
- Current U.S. public company directorships: None disclosed for Mr. Charles in MTB’s proxy; he is on the Hearst Board (private company) .
- C&HC interlocks: None in 2024; no insider participation on the Compensation & Human Capital Committee .
- Over-boarding review applies to all directors, with N&G oversight of outside commitments .
Expertise & Qualifications
- Areas of expertise cited by the company: corporate finance, risk management, cybersecurity, retail and consumer operations, and corporate governance .
- Education: B.S. in Quantitative Economics; M.P.P. (SUNY Stony Brook); MBA in Finance (University of Chicago) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| Carlton J. Charles | 1,889 | <1% | As of Feb 14, 2025 . |
- Director stock ownership guideline: Minimum 5x annual cash retainer (includes beneficially owned shares and unvested RSUs); expected to meet within 5 years. All directors are in compliance as of Feb 14, 2025 .
Related-Party/Conflicts Review
- Independence determination considers ordinary-course banking relationships; Board applies NYSE “bright-line” tests and additional factors .
- Related-party transactions policy prohibits transactions >$120,000 involving a related party without N&G approval; outlines exceptions and review criteria .
- 2024 disclosures note certain employee relatives and a vendor relationship with Fidelity (ordinary course). No related-party transactions involving Mr. Charles were disclosed in the proxy .
Governance Environment Signals
- Say-on-Pay support: 94% in 2024, indicating strong investor support for compensation governance .
- Risk oversight intensity: Risk Committee met 16 times in 2024 and established subcommittees for cybersecurity/technology risk and commercial credit risk (Mr. Charles is a Risk Committee member; not a subcommittee chair) .
Governance Assessment
- Board effectiveness and engagement: Mr. Charles sits on two high-impact committees (Risk and N&G) amid a board structure with independent committee composition, regular executive sessions, and strong attendance (96% average), supporting oversight quality .
- Alignment and incentives: Director pay mix is balanced between cash and equity with a one-year RSU vest; stock ownership guidelines apply and all directors are compliant, supporting alignment with shareholders .
- Conflicts risk: He is independent under NYSE/SEC standards; no related-party transactions involving Mr. Charles are disclosed; anti-hedging/anti-pledging policies further mitigate misalignment risk .
RED FLAGS: None disclosed specific to Mr. Charles (no attendance shortfalls disclosed; no related-party transactions; no hedging/pledging exceptions reported) .