Gary Geisel
M&T BANKAbout Gary N. Geisel
Gary N. Geisel, age 76, is Vice Chairman of the Board and the lead independent director of M&T Bank Corporation (MTB), serving on the Compensation & Human Capital (C&HC) Committee and Executive Committee; he has 15 years of board tenure and is independent under NYSE and SEC standards . He is the retired Chairman and CEO of Provident Bankshares Corporation and Provident Bank, with an MBA from Duquesne University and banking programs at Stonier Graduate School of Banking .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provident Bankshares Corporation / Provident Bank | Chairman & CEO | — | Led banking organization; 35+ years industry experience |
| Saint Agnes Hospital (Baltimore) | Chairman of the Board | — | Finance, Governance, Compensation, Executive Committees |
| Goodwill Industries of the Chesapeake | Director; former Chairman | — | Executive Committee |
| Annapolis Life Care, Inc. | Director | — | Finance and Audit Committee |
| Baltimore Community Foundation | Budget & Finance Committee member | — | Budget & Finance oversight |
| Urban Teachers | Past Chair of Finance Committee | — | Finance Committee leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M&T Bank (subsidiary) | Director; Executive Committee member; Chair, Directors Advisory Council – Baltimore-Washington Division | — | Regional advisory leadership |
| (Public company boards) | — | — | None disclosed in MTB proxy |
Board Governance
- Lead Independent Director and non-executive Vice Chairman (elected April 16, 2024) ; continues in role as of March 1, 2025 .
- Committee assignments (current): C&HC Committee (member) and Executive Committee (member) .
- Independence: Board determined all directors except the CEO (René Jones) are independent; Geisel is independent .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75%; average attendance ≈96% .
- Executive sessions: Geisel presides over executive sessions of non-management directors .
| Committee (2024) | Meetings Held | Geisel’s Role |
|---|---|---|
| Compensation & Human Capital (C&HC) | 7 | Member (served throughout 2024; became Lead Independent Director in April) |
| Executive Committee | 4 | Member |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 130,000.00 | 141,250.00 |
| Stock awards ($) | 124,069.20 (includes DAC award $4,065) | 144,063.20 (includes DAC award $4,004.90) |
| Total ($) | 254,069.20 | 285,313.20 |
Director compensation structure indicates for 2024: Lead Independent Director cash retainer $115,000; RSU equity retainer $140,000 for lead independent; committee cash retainers C&HC member $15,000 and Executive member $15,000; Trust & Investment Committee service (subsidiary) $12,000 member/$15,000 chair as applicable .
Performance Compensation
MTB uses performance-conditioned metrics for executive LTI that Geisel oversees via the C&HC Committee. PVSUs utilize dual metrics (ROTCE and ROTA) with absolute thresholds and peer-relative performance; payout range 0–150% .
| Metric | Absolute Threshold | Absolute Max | Relative Scale | Payout Range |
|---|---|---|---|---|
| ROTCE (50% weighting) | 5% (below = 0%) | ≥17% (150%) | 25th→50th→75th percentile = 50%→100%→150% | 0%–150% |
| ROTA (50% weighting) | 0.35% (below = 0%) | ≥1.25% (150%) | 25th→50th→75th percentile = 50%→100%→150% | 0%–150% |
Say-on-pay support: 94% approval in 2024 ; 2025 vote tallies: For 126,400,291; Against 7,366,862; Abstain 459,009 .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed (public companies) | — | — |
Expertise & Qualifications
- Banking CEO experience; 35+ years financial services .
- Deep compensation, governance, and finance committee work across civic and healthcare organizations .
- Education: BS (Edinboro University of Pennsylvania), MBA (Duquesne University), Stonier Graduate School of Banking programs .
Equity Ownership
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Feb 14, 2024 | 19,652 | <1% |
| Feb 14, 2025 | 16,449 | <1% |
- Director stock ownership guidelines: ≥5× annual cash retainer; all directors in compliance as of Feb 14, 2025 .
- Anti-hedging and anti-pledging policies apply to directors; pledging only allowed in limited circumstances above guideline holdings and with required reporting; no pledging by Geisel disclosed .
Governance Assessment
- Strengths: Longstanding bank CEO experience and lead independent director role support rigorous oversight of CEO performance, pay design, and executive succession; independence affirmed; presides over executive sessions; strong board attendance and active committee cadence (C&HC 7 meetings; Executive 4) . Pay program under his committee’s purview uses robust performance hurdles (ROTCE/ROTA), relative metrics, option-based alignment, and high say-on-pay support (94%)—positive alignment signals .
- Potential risks: Tenure of 15 years may raise refreshment/entrenchment concerns, partially mitigated by ongoing committee refresh, majority voting, and lead independent structure . Minor YOY decline in his beneficial share count (19,652→16,449) warrants monitoring but remains well below 1% and compliant with ownership guidelines .
- Conflicts/related-party: No specific related-party transactions disclosed involving Geisel; board reviews ordinary-course relationships under Regulation O and a formal related-party policy overseen by N&G .
RED FLAGS
- None disclosed: no Section 16 filing issues, no related-party transactions naming Geisel, and director hedging/pledging restrictions in place .
Notes on Director Compensation Structure (trend)
| Element | 2023 Program | 2024 Program |
|---|---|---|
| Lead Independent cash retainer | $100,000 | $115,000 |
| Lead Independent RSU retainer (grant-date fair value) | $130,000 | $140,000 |
| C&HC Committee fees | Chair $25,000; Member $15,000 | Chair $25,000; Member $15,000 |
| Executive Committee fees | Chair $25,000; Member $15,000 | Chair $25,000; Member $15,000 |
| RSU vesting | 1-year, granted April | 1-year, granted April |
The 2024 cash total of $141,250 reflects mid-year role changes (e.g., shift to lead independent director and C&HC chair/member transitions) and quarterly proration; the 2024 stock total includes the lead independent RSU and a DAC equity award vested on grant .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 94% .
- 2025 say-on-pay votes: For 126,400,291; Against 7,366,862; Abstain 459,009 (broker non-votes 14,182,993) .
Compensation Committee Analysis
- Independent consultant Aon supports C&HC; fees in 2024: $233,533 (committee), $327,285 (management advisory); no conflicts per SEC/NYSE independence assessment .
- Peer group stability and alignment: 11 commercial banks used for compensation and financial benchmarking (e.g., USB, PNC, TFC; MTB rank context shown) .
Related Party Transactions & Policy
- Regulation O compliance for director/insider credit; terms comparable to similarly situated customers .
- Related-party transaction policy requires N&G approval above $120,000; multiple carve-outs for ordinary-course services; no Geisel-specific transactions disclosed .
Summary Implications for Investors
- Lead Independent Director with prior bank CEO experience, chairing regional advisory council, and active on key committees—positive oversight and pay-for-performance signals .
- No disclosed conflicts or related-party issues; strong say-on-pay outcomes and robust incentive design metrics support governance quality and investor confidence .