Jane Chwick

About Jane Chwick

Independent director of M&T Bank Corporation (MTB); age 62; joined the M&T Board in April 2022 via the People’s United acquisition; former Partner and Co‑Chief Operating Officer of the Technology Division at Goldman Sachs with a 30‑year technology career; holds a B.A. in Mathematics (Queens College) and an MBA in quantitative analysis (St. John’s University) .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Audit Committee member (appointed April 2024) .
• Prior committee work: Risk Committee member (through April 2024) and member of Risk subcommittee focused on cybersecurity and technology risk .
• Independence: Board determined all directors except the CEO (Jones) are independent under SEC/NYSE standards; Chwick is independent .
• Attendance: Each director attended at least 75% of Board and relevant committee meetings; average director attendance was ~96% in 2024; all directors attended the 2024 Annual Meeting .
• Lead Independent Director/Executive sessions: Lead Independent Director (Geisel) presides over regular executive sessions of non‑management directors .
• Shareholder support (confidence signal): 2025 director election—votes for Jane Chwick were 132,432,901; against 1,419,619; abstain 373,643; broker non‑votes 14,182,993 .

Fixed Compensation

• Program structure (non‑employee directors): Cash retainer $90,000; equity retainer RSUs $135,000 (lead independent director $140,000); committee fees—Audit Chair $50,000 and members $20,000; C&HC Chair $25,000 and members $15,000; N&G Chair $25,000 and members $15,000; Risk Chair $60,000 and members $30,000; Executive Chair $25,000 and members $15,000; Trust & Investment Committee member $12,000 (Chair $15,000). No per‑meeting fees. Retainers paid quarterly in arrears .
• Equity grant mechanics: RSUs granted April 2024; vest on the one‑year anniversary; granted under the 2019 Equity Plan .

2024 director compensation (actuals):

Performance Compensation

• Directors do not receive performance‑conditioned equity; annual equity retainer is time‑based RSUs with one‑year vesting. No bonus/PSUs/options are disclosed for directors .
• Performance metrics table (not applicable to director pay):
  | Metric | Applies to Director Compensation? | |---|---| | Revenue/EPS/ROTCE targets | Not applicable |

Other Directorships & Interlocks

• Current public boards: Voya Financial (VOYA); MarketAxess (MKTX) .
• Interlock: MarketAxess also has MTB director William F. Cruger, Jr. on its board (Chair of MKTX Nominating & Governance; member Audit & Finance), creating a shared external board linkage (information flow potential) .
• Independence safeguards: MTB reviewed independence annually and applies NYSE bright‑line tests; Chwick deemed independent; ordinary‑course banking relationships reviewed under related‑party policy .

Expertise & Qualifications

• Deep technology, digital, and cybersecurity oversight experience from Goldman Sachs enterprise technology leadership and relevant governance committees .
• Audit literacy and risk oversight: Audit Committee member; prior Risk Committee/subcommittee focused on cybersecurity and technology risk .
• Education: B.A. Mathematics (Queens College); MBA, quantitative analysis (St. John’s University) .

Equity Ownership

• Beneficial ownership: 5,475 shares of MTB common stock; <1% of outstanding shares .
• Stock ownership guidelines: Directors must hold ≥5× annual cash retainer (inclusive of unvested RSUs); all directors were in compliance as of Feb 14, 2025 .
• Hedging/pledging: Company policy prohibits hedging and short‑term trading; pledging restricted except limited circumstances with oversight; policy applies to directors .

Ownership snapshot:

Governance Assessment

• Strengths:

  • Independent director with strong enterprise technology and cyber risk governance credentials; active Audit Committee member; prior Risk subcommittee engagement on cyber/tech risks, enhancing board effectiveness in key risk domains .
  • Solid shareholder support in 2025 director election, indicating investor confidence in board composition and oversight (132.4M “for”) .
  • Alignment policies: Director stock ownership guidelines met; prohibition on hedging/short‑term trading; structured RSU retainer fosters alignment without undue risk .
  • Board process quality: Regular executive sessions; annual self‑evaluation; continuing education; risk oversight with subcommittees; majority voting standard .

• Watch‑items / potential red flags:

  • Interlock at MarketAxess with fellow MTB director William F. Cruger, Jr. may increase information flow and perceived influence across boards; maintain vigilance for recusal on any matters with vendor/market linkages. The proxy affirms independence and related‑party reviews; no related transactions disclosed for Chwick .
  • Over‑boarding: MTB reviews directors who would serve on three or more other public boards; Chwick sits on two (VOYA, MKTX) plus MTB—within policy and annually reviewed by N&G .

• Say‑on‑pay oversight signal: 2025 say‑on‑pay approval 126,400,291 for; 7,366,862 against; 459,009 abstain—strong support that indirectly reflects board/committee effectiveness, though Chwick is not on C&HC .

Appendices (Key Data)

Election vote detail (2025):

Director compensation program (structure):