Denis Salamone
M&T BANKAbout Denis J. Salamone
Independent director since 2015; age 71. Former Chairman and CEO of Hudson City Bancorp/Hudson City Savings Bank (2014–2015) and long-time PwC partner (Global Financial Services leader). Audit Committee Chair and SEC-designated “audit committee financial expert”; also serves on the board of subsidiary M&T Bank as Chair of its Examining Committee and a member of its Executive Committee . Board independence affirmed (all directors except CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson City Bancorp, Inc. | Chairman & CEO | Sep 2014 – Nov 2015 | — |
| Hudson City Bancorp, Inc. | President & COO | 2002 – 2014 | — |
| Hudson City Bancorp, Inc. | Senior EVP; Director | Joined 2001 | — |
| PricewaterhouseCoopers LLP | Partner; Global Financial Services leader (Audit & Advisory) | 16 years as partner; 26 years total | Financial reporting, audit, risk expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| St. Francis College (Brooklyn Heights, NY) | Chairman, Board of Trustees | Current | — |
| Ridgewood, NJ YMCA | Trustee | Current | — |
| Valley Health System (Ridgewood, NJ) | Vice Chair, Board of Trustees; Chair, Audit & Risk Committees | Current | — |
| M&T Bank (subsidiary) | Director; Chair, Examining Committee; Member, Executive Committee | Current | — |
Board Governance
- Committee assignments (as of Mar 1, 2025): Audit Committee Chair; designated SEC “audit committee financial expert.” Audit Committee comprised solely of independent directors with financial literacy .
- Audit Committee activity: 14 meetings in 2024, including two joint meetings with the Risk Committee; Audit Committee report adopted Feb 18, 2025 .
- Board attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings; average attendance ~96%; all directors attended the 2024 Annual Meeting .
- Independence: All directors except the CEO are independent under SEC/NYSE standards; Audit and C&HC Committees fully independent. No C&HC interlocks or insider participation disclosed for 2024 .
| Governance Item | 2024/2025 Detail |
|---|---|
| Primary committee role | Audit Committee Chair; Audit Committee Financial Expert |
| Audit Committee meetings | 14 in 2024 (2 joint with Risk) |
| Board meeting attendance | All directors ≥75%; average ~96% |
| Independence | Independent (all directors except CEO) |
| Director election support (2025) | For: 132,769,824; Against: 1,082,679; Abstain: 373,659; Broker non-votes: 14,182,993 |
Fixed Compensation
- Structure: Approximately 50% cash / 50% equity; no per-meeting fees. 2024 cash retainers: $90,000 for non-employee directors; $115,000 for lead independent director. Committee chair/member retainers: Audit Chair $50,000 (members $20,000); C&HC Chair $25,000 (members $15,000); N&G Chair $25,000 (members $15,000); Executive Chair $25,000 (members $15,000); Risk Chair $60,000 (members $30,000). Additional $12,000 ($15,000 Chair) for M&T Bank Trust & Investment Committee service . (In 2023, Audit Chair was $40,000 and Risk Chair $40,000; Risk members $25,000, indicating 2024 increases) .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 152,500.00 | Paid quarterly in arrears; includes Board and committee retainers |
| 2023 | 145,000.00 | Paid quarterly in arrears |
Performance Compensation
- Director equity is time-based RSUs (no performance metrics), vesting on the one-year anniversary of grant; 2024 awards granted in April 2024 under the 2019 Equity Plan; values based on grant-date closing price; rounded to whole shares .
| Year | Equity Type | Grant Timing | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | RSUs (annual Board equity retainer) | April 2024 | One-year from grant | 135,004.65 |
| 2023 | RSUs (annual Board equity retainer) | April 2023 | One-year from grant | 120,013.20 |
Director Compensation Mix (Actual)
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 152,500.00 | 135,004.65 | 287,504.65 |
| 2023 | 145,000.00 | 120,013.20 | 265,013.20 |
Notable shift: Structural fee schedule rose in 2024 (e.g., Audit Chair retainer to $50,000; equity retainer for non-lead directors to $135,000), increasing total director compensation, including Mr. Salamone’s .
Other Directorships & Interlocks
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed in proxy biography |
| C&HC interlocks (2024) | — | — | None; no officer/committee interlocks disclosed |
Expertise & Qualifications
- Financial/accounting expert (SEC “audit committee financial expert”); CPA affiliations (AICPA; NYSSCPA) .
- 40+ years in financial services; senior leadership at Hudson City; Big Four audit/advisory experience .
- Governance roles across non-profit institutions; extensive audit/risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Denis J. Salamone | 58,019 | <1% | Includes 15,200 shares in a grantor retained annuity trust; disclaims beneficial ownership except to extent of pecuniary interest . |
- Director stock ownership guideline: 5x annual cash retainer; all directors in compliance as of Feb 14, 2025 .
- Anti-hedging/Anti-pledging: Hedging prohibited; pledging restricted to excess-over-guideline shares with approvals/reporting; no Salamone-specific pledges disclosed .
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair; SEC-designated financial expert—strong signal for financial reporting oversight and risk management .
- High shareholder support for his 2025 election (132.8M For vs. 1.1M Against; broker non-votes excluded from votes cast), indicating investor confidence in his oversight role .
- Active committee cadence (Audit met 14x; joint sessions with Risk) and strong overall Board attendance (~96% average; all directors ≥75%) support engagement .
- Ownership alignment: in compliance with 5x retainer guideline; anti-hedging/pledging controls in place .
- No Salamone-specific related-party transactions disclosed; Regulation O practices and related-party policy provide guardrails .
-
Watch items
- Director compensation rose in 2024 via higher equity retainer and certain chair fees (structural adjustment). While market-aligned, investors may monitor for pay inflation absent commensurate responsibilities or performance needs .
- Board-level attendance is disclosed in aggregate; no per-director attendance detail provided (cannot directly verify Salamone’s individual attendance beyond ≥75%) .
-
Broader shareholder sentiment
- 2025 Say-on-Pay passed (For: 126.4M; Against: 7.37M; Abstain: 0.46M; broker non-votes) suggesting no widespread governance friction with the Board’s compensation oversight; nonetheless, continued scrutiny on risk/governance given bank sector dynamics is warranted .
RED FLAGS: None identified specific to Mr. Salamone in the latest proxy and meeting results (no pledging disclosed; no related-party transactions; timely Section 16 filings reported) .