Christopher Kay
M&T BANKAbout Christopher Kay
Senior Executive Vice President and Head of Enterprise Platforms at M&T Bank. Oversees Retail Banking and Business Banking across 1,000+ branches in 12 states, plus enterprise functions including marketing, communications, customer experience, digital and transformation. Joined M&T in November 2018; previously Chief Innovation Officer at Humana and Managing Director at Citi Ventures; holds a JD from University of Minnesota Law School and a BA from University of Wisconsin–Madison . In 2024 his remit expanded to include Retail and Business Banking; company performance metrics considered in his pay included net operating income of $2.63B, diluted net operating EPS of $14.88, net operating ROTA of 1.30%, and ROTCE of 14.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Humana | Chief Innovation Officer | Not disclosed | Led development of integrated care approach to improve health outcomes and lower costs |
| Citi Ventures | Managing Director | Not disclosed | Led global corporate venture investments; redesigned and scaled customer experience across Consumer and Private Banking |
| Target | Senior roles | Not disclosed | Senior roles contributing to consumer operations and innovation (as noted in executive bio) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MoneyLIVE North America | Conference speaker, opening session | 2025 | Thought leadership on community banking, volatility and uncertainty themes |
Fixed Compensation
Multi-year compensation from the 2025 proxy (performance year 2024), reported under SEC rules:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 725,000 | 725,000 | 725,000 |
| Bonus ($) | 1,000,000 | 950,000 | 1,225,000 |
| Stock Awards ($) | 1,040,163 | 1,180,296 | 1,275,077 |
| Option Awards ($) | 260,009 | 295,044 | 225,003 |
| Non-Equity Incentive Plan ($) | — | — | — |
| Change in Pension/Deferred ($) | — | — | — |
| All Other Compensation ($) | 61,015 | 71,608 | 80,343 |
| Total ($) | 3,086,187 | 3,221,948 | 3,530,423 |
Performance Compensation
Annual STI (cash) – 2024 outcome and methodology
| Item | Value |
|---|---|
| 2024 STI Payout ($) | 1,225,000 |
| Determination Approach | Discretionary, based on holistic scorecards covering company results, business unit/function outcomes, leadership and risk adherence; peer compensation data considered |
| Pool Funding | STI pool funded above target for 2024 based on strong performance; below target in 2023 |
Long-Term Incentive (LTI) mix and metrics
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PHSUs | Absolute ROTCE safety/soundness hurdle | 35% of LTI | ≥5% Absolute ROTCE | 14.5% ROTCE for 2024 performance year | Tranches for 2022–2024 grants paid at target for 2024 performance | Ratably over 3 years; each tranche contingent on hurdle |
| PVSUs | Absolute and Relative ROTCE; Absolute and Relative ROTA (added in 2024 grant) | 50% of LTI | 3-year performance, payout 0%–150% | 2022–2024 cycle achieved 77% | 77% of target for cycle vesting on 12/31/2024 | 3-year cliff vest |
| Non-Qualified Stock Options | Share price appreciation | 15% of LTI | N/A | N/A | N/A | 3-year annual pro-rata vest; 10-year term |
LTI Awards granted
| Grant Context | Total LTI ($) | Options ($) | PHSUs ($) | PVSUs ($) |
|---|---|---|---|---|
| 2023 Performance Year LTI (granted 1/31/2024) | 1,500,000 | 225,000 | 525,000 | 750,000 |
| 2024 Performance Year LTI (granted 2025) | 1,700,000 | Not disclosed | Not disclosed | Not disclosed |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 24,002 shares; less than 1% of class |
| Options Currently Exercisable/within 60 days | 11,513 shares |
| Stock Ownership Guidelines | NEOs required to hold ≥3x base salary; compliance reviewed annually |
| Compliance Status | As of Feb 14, 2025, all executive officers in compliance |
| Anti-Hedging / Anti-Pledging | Hedging prohibited; pledging prohibited for executive officers except limited circumstances; none of NEOs pledged M&T securities in 2024 |
Outstanding Equity and Vesting
| Category | Count/Value | Notes |
|---|---|---|
| Options – exercisable (by grant) | 3,756 at $169.38 (1/31/2022); 2,062 at $156.00 (1/31/2023) | Additional currently exercisable options total 11,513 shares including earlier grants |
| Options – unexercisable (by grant) | 1,878 (1/31/2022); 4,126 (1/31/2023); 5,262 (1/31/2024) | Exercise prices: $169.38, $156.00, $138.10 |
| Stock Awards – not vested | 7,093 units; market value $1,333,555 | Value based on $188.01 share price at 12/31/2024 |
| Stock Awards – unearned (PVSUs incl. dividend equivalents at max) | 14,522 units; payout value $2,730,281 | Performance-dependent |
| Options – remaining vesting dates | 1/31/2025; 1/31/2026; 1/31/2027 (by grant) | See detailed vesting schedule table |
| 2024 Stock Vested | 7,191 shares vested; value realized $1,242,341.18; no option exercises | PVSUs from 2022 grant vested at 77% on 12/31/2024 |
PHSU Award Targets (by grant)
| Grant Date | Target Units |
|---|---|
| 1/31/2022 | 768 |
| 1/31/2023 | 1,261 |
| 1/31/2024 | 1,267 |
Employment Terms
| Scenario (as of 12/31/2024) | Severance + Health ($) | LTI ($) | Total ($) |
|---|---|---|---|
| Involuntary termination without cause | 1,490,170 | 2,519,990 | 4,010,160 |
| Death/Disability | — | 3,719,438 | 3,719,438 |
| Change in Control | 1,490,170 | 3,719,438 | 5,209,608 |
- Program features: Unvested PVSUs accelerate at target (prorated for months served) on involuntary termination; unvested PHSUs accelerate at target; stock options continue to vest for one year post-termination with exercise window limited to earlier of one year or original expiration .
- No executive employment contracts; compensation forfeiture (clawback) policy; no option repricing; no tax gross-ups other than relocation; anti-hedging/anti-pledging enforced .
Compensation Peer Group and Say‑on‑Pay
| Peer | Market Cap (MM) | Assets (MM) |
|---|---|---|
| U.S. Bancorp (USB) | 61,951 | 680,058 |
| PNC Financial Services Group (PNC) | 61,812 | 556,519 |
| Truist Financial (TFC) | 51,990 | 519,853 |
| M&T (MTB) | 25,311 | 208,855 |
| Fifth Third (FITB) | 24,842 | 213,262 |
| Huntington (HBAN) | 19,143 | 196,310 |
| Regions (RF) | 18,334 | 154,052 |
| Citizens (CFG) | 16,320 | 219,938 |
| KeyCorp (KEY) | 13,403 | 187,450 |
| First Horizon (FHN) | 8,467 | 82,230 |
| Comerica (CMA) | 6,768 | 79,597 |
| Zions (ZION) | 6,405 | 87,606 |
| Median (ex‑MTB) | 18,334 | 196,310 |
| Year | Say‑on‑Pay Support (%) |
|---|---|
| 2024 | 94% |
Expertise & Qualifications
- Education: JD (University of Minnesota Law School), BA (University of Wisconsin–Madison) .
- Domain expertise: Consumer banking, digital transformation, customer experience, corporate venture investing .
- Public engagement: 2025 keynote speaker on community banking strategy .
Work History & Career Trajectory
- Joined M&T in Nov 2018; appointed Head of Enterprise Platforms with expanded responsibilities announced Dec 2022 (transitioning in 2Q23); remit further expanded to include Retail and Business Banking in 2Q24 .
Compensation Committee & Governance
- LTI mix set and reviewed by the C&HC Committee; independent consultant Aon advises on peer group, market practices; consultant fees $233,533 to the Committee and $327,285 to management in 2024; Committee determined Aon independent .
- Compensation program emphasizes at‑risk pay (avg 83% for other NEOs), robust ownership guidelines, anti‑hedging/anti‑pledging, clawbacks, and no option repricing or employment contracts .
Investment Implications
- Strong pay-for-performance alignment: Majority of Kay’s variable pay delivered through at‑risk equity (PHSUs/PVSUs) with clear ROTCE/ROTA hurdles; 2022–2024 PVSUs paid at 77%, indicating balanced outcomes vs targets .
- Upcoming vesting milestones may create predictable equity delivery windows: Options and PHSU/PVSU schedules show key dates on 1/31/2025, 1/31/2026, and 1/31/2027; monitor potential 10b5‑1 plans and settlement-related selling pressure around these dates .
- Alignment and risk controls reduce governance red flags: Full compliance with ownership guidelines; no pledging by NEOs in 2024; anti‑hedging/anti‑pledging and clawback policies in place .
- Severance/change‑in‑control economics are moderate relative to peers and primarily reflect accelerated LTI rather than outsized cash; change‑in‑control total for Kay $5.21M with LTI component $3.72M .
- Shareholder support is robust (94% say‑on‑pay), suggesting limited near‑term compensation controversy risk; peer group is stable and appropriately matched, reducing benchmarking inflation risk .
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