Herbert Washington
M&T BANKAbout Herbert L. Washington
Herbert L. Washington, age 74, has served on M&T Bank Corporation’s Board since 1996 (29 years) and is designated independent; he is President of H.L.W. Fast Track, Inc., a fast‑food enterprise that owned and operated McDonald’s franchises across OH/PA/NY from 1980 to 2022, and holds a B.A. in Education from Michigan State University . He previously served as a director of the Federal Reserve Bank of New York (1993) and Chairman of the FRBNY Buffalo Branch Board (1992–1993), and currently is a director of the Youngstown, Ohio Chamber of Commerce and of the Big Ten Athletic Advisory Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.L.W. Fast Track, Inc. | President | 1980–present | Entrepreneur/operator of McDonald’s franchise business; human capital and operations oversight |
| McDonald’s Franchise Operations (OH/PA/NY) | Owner/Operator | 1980–2022 | Multi‑unit operations leadership; financial and governance experience |
| Federal Reserve Bank of New York | Director | 1993 | Regulatory and financial oversight exposure |
| FRBNY Buffalo Branch Board | Chairman | 1992–1993 | Regional monetary/financial governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Youngstown, Ohio Chamber of Commerce | Director | Not disclosed | Local business community leadership |
| Big Ten Athletic Advisory Committee | Director | Not disclosed | Advisory role in collegiate athletics |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Human Capital (C&HC) Committee member; also serves on M&T Bank’s Examining Committee at the subsidiary level .
- Independence: The Board determined all nominees except the CEO are independent; Washington is marked independent in the nominee matrix .
- Tenure: Director since 1996 (29 years as of the 2025 annual meeting) .
- Attendance: The Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings, with average director attendance ~96% .
- Executive sessions and lead independent director framework in place; committees are entirely independent .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 90,000 | Non‑employee director cash retainer |
| Audit Committee member fee | 20,000 | Annual cash retainer for Audit Committee members (non‑Chair) |
| C&HC Committee member fee | 15,000 | Annual cash retainer for C&HC members (non‑Chair) |
| Total cash earned | 125,000 | Matches reported “Fees Earned or Paid in Cash” for Washington |
| Equity retainer (RSUs) | 135,004.65 | Grant date April 2024; one‑year vest; fair value basis per NYSE closing price; typical grant $135k for directors |
| Total 2024 director compensation | 260,004.65 | Sum of cash and equity per proxy table |
Notes:
- Director equity retainer is time‑based RSUs; lead independent director receives $140k RSUs, other directors $135k; awards vest on one‑year anniversary of grant date and are made under the 2019 Equity Plan .
Performance Compensation
Directors are not subject to performance‑conditioned compensation; non‑employee director equity is granted as time‑based RSUs that vest after one year, with no disclosed performance metrics tied to director pay .
| Performance Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| Financial/TSR/ESG targets | No | Director equity retainer is time‑based RSUs; no metrics disclosed |
Other Directorships & Interlocks
| Company | Public Company? | Role | Committees | Notes |
|---|---|---|---|---|
| Youngstown Chamber of Commerce | No | Director | Not disclosed | Non‑profit/business association |
| Big Ten Athletic Advisory Committee | No | Director | Not disclosed | Athletic advisory body |
| Other public company boards | — | None disclosed | — | No current public company directorships disclosed for Washington |
Potential interlocks/conflicts: None disclosed in proxy; routine banking and ordinary‑course transactions are reviewed under Board independence and related‑party policies .
Expertise & Qualifications
- Entrepreneurial operator expertise, human capital management, corporate governance, and financial regulation exposure via FRBNY roles .
- Education: B.A. in Education, Michigan State University .
- Board skills matrix themes emphasize risk management, governance, finance/accounting across the Board; Washington’s biography highlights business acumen and governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Herbert L. Washington | 17,280 | <1% | Includes 500 shares owned by a close relative (Washington disclaims beneficial ownership except to extent of pecuniary interest) |
| Director stock ownership guideline compliance | — | — | Directors must hold ≥5x annual cash retainer; all directors in compliance as of Feb 14, 2025 |
| Hedging/Pledging policies | — | — | Anti‑hedging for all; anti‑pledging with limited exceptions above guidelines and subject to approvals/reporting |
RSU status: Directors receive annual RSU grants (April 2024), vesting one year post‑grant under the 2019 Equity Plan; grant terms apply uniformly across directors .
Governance Assessment
- Independence and committee roles: Washington is independent and serves on Audit and C&HC—both fully independent committees—supporting board oversight of financial reporting and compensation/human capital risk .
- Engagement/attendance: Board and committee attendance standards were met in 2024; overall attendance was strong (~96% average), supporting investor confidence .
- Pay/ownership alignment: Director pay is balanced cash/equity (~48%/52% for Washington in 2024), with RSUs that align value to stock price and mandatory ownership guidelines (≥5x cash retainer), all directors in compliance .
- Potential conflicts: No Washington‑specific related‑party transactions disclosed; ordinary‑course banking relationships are governed by Regulation O and a formal related‑party transactions policy reviewed annually by the N&G Committee .
- RED FLAGS: Long tenure (29 years) can raise refreshment/independence optics, though the Board reports regular refreshment practices and balanced tenure across nominees; Washington remains designated independent .
Compensation Committee Analysis (Context for Washington’s C&HC role)
- C&HC composition: Cruger (Chair), Geisel, Seseri, Washington; seven meetings in 2024 including one joint with N&G; committee is entirely independent .
- Consultant: Aon Human Capital Solutions served as independent compensation consultant; assessed peer group and pay program; no conflicts identified .
- Program safeguards: Robust stock ownership/retention, forfeiture/clawback, anti‑hedging/pledging; annual incentive risk assessments; majority voting; independent oversight .
Say‑on‑Pay & Shareholder Feedback (Program signal)
- 2024 say‑on‑pay support: 94% approval, indicating shareholder endorsement of compensation alignment and governance practices .
Related‑Party Transactions (Policy and 2024 Disclosure)
- Regulation O compliance for any director/family banking relationships; ordinary‑course terms and no unfavorable features; extensions of credit in the ordinary course .
- Related‑party transactions policy requires N&G Committee approval for transactions >$120,000 involving a Related Party’s material interest, with comprehensive independence and fairness safeguards .
- 2024 examples disclosed did not involve Washington (e.g., employment of Tyler Barnes and John Todaro with compensation < $300k; Fidelity stock plan services arm’s‑length fees) .