Daryl Bible
M&T BANKAbout Daryl Bible
Daryl N. Bible is Senior Executive Vice President and Chief Financial Officer of M&T Bank Corporation, appointed effective June 1, 2023. He was 61 at the time of his appointment announcement in December 2022, and previously served as CFO of Truist Financial (and predecessor BB&T) from 2009 to September 2022 after a 24-year career at U.S. Bank, including 10 years as treasurer . In 2024, M&T reported strong company performance considered in his pay decisions: net operating income of $2.63B, diluted net operating EPS of $14.88, ROTCE 14.5%, top quartile peer positioning for price/tangible book and P/E multiple expansion, and CET1 improvement to 11.68% . M&T uses a pay-for-performance framework centered on equity awards tied to absolute and relative ROTCE and ROTA; the 2024 PHSU tranches paid at target based on ROTCE of 14.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Truist Financial (BB&T predecessor) | Chief Financial Officer | 2009–Sep 2022 | Longest-serving U.S. regional bank CFO; executed large-scale merger; operational execution track record |
| U.S. Bank | Treasurer | 10 years (part of 24-year career) | Led treasury; deep capital markets expertise |
External Roles
| Organization | Role/Affiliation | Years | Notes |
|---|---|---|---|
| CFA Society North Carolina | Member | Not disclosed | Professional finance network |
| CFA Society of Cincinnati | Member | Not disclosed | Professional finance network |
| Financial Services Roundtable | Member | Not disclosed | Industry policy forum |
| BAI CFO Roundtable | Member | Not disclosed | Banking CFO peer forum |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $418,385 (pro-rated) | $740,000 |
| Annual STI Paid ($) | $750,000 | $1,400,000 (STI pool funded above target) |
| Bonus ($, SCT) | $750,000 | $1,900,000 (includes $500,000 sign-on cash paid at hire, recognized in 2024 per SEC rules) |
| Sign-on RSU ($) | $2,500,000 time-vested RSU at hire | — |
Notes:
- Annual base salary set at $740,000 in his appointment 8-K .
- The $1.9M SCT “Bonus” for 2024 comprises $1.4M STI plus the $500k sign-on cash bonus recognized in 2024 .
Performance Compensation
LTI Grant Mix and Values (Target at Grant)
| Component | Performance Year 2023 (granted Jan 31, 2024) | Performance Year 2024 (granted Jan 31, 2025) |
|---|---|---|
| Total LTI Target ($) | $2,125,000 | $2,350,000 |
| Options (15%) ($) | $318,750 | $235,000 |
| PHSUs (35%) ($) | $743,750 | $940,000 |
| PVSUs (50%) ($) | $1,062,500 | $1,175,000 |
Equity Award Mechanics and 2024 Outcomes
| Metric | Weighting | Target/Hurdle | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PHSU – ROTCE safety & soundness hurdle | n/a | Absolute ROTCE ≥ 5% (annual) | 2024 ROTCE 14.5% | Pays at target (each tranche) | Ratable each year over 3 years; tranches vest Jan 31 following performance year |
| PVSU – ROTCE (absolute & relative) | 50% | Absolute ROTCE threshold 5%; max ≥17%; relative vs peers with 50–150% payout scale | 2024–2026 cycle in flight | Pending (0–150% at 12/31/2026) | Three-year cliff; vests 12/31 of year 3; settled post C&HC certification |
| PVSU – ROTA (absolute & relative) | 50% | Equal-weighted with ROTCE in updated 2024 design | 2024–2026 cycle in flight | Pending | Three-year cliff; vests 12/31/2026 |
| 2021 PVSU cycle (program outcome) | n/a | ROTCE 3-year average | 17.0% | 150% payout (program-level) | Vested 12/31/2023; certified Feb 2024 |
Option award valuation inputs (2024 grants): dividend yield 3.77%, volatility 35.69, risk-free 3.93%, expected life 6.5 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,740 shares; less than 1% of class |
| Options currently exercisable/within 60 days | 2,485 shares (included in beneficial ownership) |
| Outstanding/Unvested Equity and Vesting | RSU: 17,876 grant (sign-on 7/31/2023); remaining vest dates 7/31/2025, 7/31/2026 . PHSUs: 1,795 target grant on 1/31/2024; tranches vest 1/31/2025, 1/31/2026, 1/31/2027 . PVSUs: 7,694 grant on 1/31/2024; scheduled vest 12/31/2026 (payout 0–150%) . |
| Stock Ownership Guidelines | Other NEOs must hold 3x base salary; compliance reviewed annually . As of Feb 14, 2025, all executive officers compliant . |
| Anti-Hedging / Anti-Pledging | Hedging prohibited; pledging prohibited except limited conditions and only above guideline holdings; none of NEOs pledged in 2024 . |
Employment Terms
- Appointment effective June 1, 2023; base salary $740,000; sign-on cash bonus $500,000 (forfeitable if separated within one year); sign-on RSU of $2,500,000 vesting ratably over three years (33%/33%/34% on 7/31/2024, 7/31/2025, 7/31/2026) .
- M&T states it does not enter into employment contracts with executives; maintains compensation forfeiture policy (risk adjustments), robust stock ownership guidelines, and no tax gross-ups other than relocation .
- Change-in-control treatment (equity plans): PVSUs may accelerate at greater of target or actual performance; PHSUs allow accelerated vesting in defined cases (death, disability, position elimination, retirement, change in control) .
- Retirement/Deferred Compensation: 2024 employer contributions credited—Retirement Savings Plan $17,250; Leadership Retirement Savings Plan $17,250; Leadership DEC $7,245 (20% vested) .
- Perquisites (2024): tax preparation, parking, meals, executive physical .
Company Performance (context for compensation)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $2,528,000,000* | $2,427,000,000* |
| Net Income ($USD) | $2,741,000,000 | $2,588,000,000 |
*Values retrieved from S&P Global.
Say-on-Pay & Shareholder Feedback
| Vote (2023 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Approve 2022 NEO Compensation (Proposal 2) | 125,262,973 | 8,866,177 | 731,354 | 15,127,817 |
Compensation Structure Analysis
- Equity-heavy pay mix with PVSUs/PHSUs now 85% of LTI (50% PVSU; 35% PHSU) and options 15%, increasing multi-year, at-risk alignment; PVSU design enhanced in 2024 to add ROTA alongside ROTCE, both absolute and relative, equal-weighted .
- STI for 2024 funded above target reflecting strong absolute/relative performance; Mr. Bible’s STI $1.4M, up from $0.75M in 2023 .
- Discretionary, scorecard-driven incentives with risk oversight by CRO and forfeiture policy; no employment contracts; limited perquisites; no hedging; pledging tightly controlled .
Risk Indicators & Red Flags
- Hedging prohibited; pledging prohibited except limited circumstances and none occurred among NEOs in 2024 (reduces alignment risk) .
- Equity acceleration upon change-in-control for certain awards (potential pay acceleration risk), but subject to plan terms and performance conditions .
- No employment contracts, limited gross-ups, and formal forfeiture policy mitigate excessive severance/golden parachute concerns .
Investment Implications
- Pay-for-performance alignment is strong: LTI dominated by PVSUs/PHSUs tied to ROTCE/ROTA with clear absolute/relative hurdles and multi-year vesting; 2024 PHSU tranches vested at target, while 2024–2026 PVSU cycle remains an execution lever tied to capital returns and asset efficiency .
- Residual vesting from the 2023 sign-on RSUs (July 2025 and July 2026) and 2024 PVSUs (December 2026) creates scheduled supply events; monitor Form 4s around these dates for selling pressure signals. Current beneficial ownership is modest (21,740 shares) with 2,485 options exercisable, suggesting limited near-term overhang from personal holdings .
- Governance mitigants (no employment contracts, forfeiture policy, anti-hedging/pledging, ownership guidelines) reduce misalignment and severance risk; compensation remains sensitive to risk and peer-relative performance—watch ROTCE/ROTA trends and capital ratios given their direct tie to payouts .