John Barnes
M&T BANKAbout John P. Barnes
Independent director of M&T Bank Corporation (MTB) since April 2022; age 69. Former Chairman and Chief Executive Officer of People’s United Financial, Inc.; earlier served as Senior EVP and Chief Administrative Officer at People’s United following its 2008 acquisition of Chittenden Corporation, where he led Credit Policy and Administration. He began in banking in 1983 after five years with the FDIC in Boston. Education: Northeastern University (undergraduate), MBA from the University of Vermont .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| People’s United Financial, Inc. | Chief Executive Officer; former Chairman | CEO July 2010 – April 2022 | Led integration and strategy prior to MTB acquisition; deep large-bank leadership |
| People’s United Financial, Inc. | Senior EVP & Chief Administrative Officer (post-Chittenden acquisition) | From early 2008 (post-acquisition) | Corporate administration and risk functions |
| Chittenden Corporation | Executive Vice President; led Credit Policy & Administration; other roles | 1983–2008 | Credit policy leadership |
| Federal Deposit Insurance Corporation (FDIC), Boston | Examiner/Staff | Five years prior to 1983 | Early-career regulatory experience |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| M&T Bank (subsidiary) | Director | Risk Committee; Executive Committee |
| Other public company boards | None disclosed | MTB proxy lists external public boards for other directors; none listed for Barnes |
Board Governance
- Committee assignments (as of Mar 1, 2025): Risk Committee (Board). Designated a “risk management expert” under Federal Reserve Regulation YY; the Risk Committee is chaired by an independent director and held 16 meetings in 2024, including two joint meetings with the Audit Committee .
- Independence: Classified as Independent in the director nominee table; Board determined all nominees except the CEO (Mr. Jones) are independent under SEC/NYSE standards and company guidelines .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings, with an average attendance of ~96%; all directors attended the 2024 Annual Meeting .
- Board leadership/refreshment context: Lead Independent Director is Gary N. Geisel; executive sessions of non-management directors held regularly; strong committee independence and majority voting standard in place .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000.00 | 135,004.65 | — | 265,004.65 |
- Program structure (non-employee directors): Approximately 50% cash / 50% equity. Annual cash retainer $90,000 (lead independent director $115,000). Committee retainers: Risk Chair $60,000; Risk member $30,000; Audit Chair $50,000 / member $20,000; C&HC Chair $25,000 / member $15,000; Executive Chair $25,000 / member $15,000; N&G Chair $25,000 / member $15,000. No per-meeting fees. Cash paid quarterly in arrears .
- Equity retainer: Annual Board RSU award of $135,000 for non-employee directors ($140,000 for lead independent director), granted April 2024; vests on the one-year anniversary; granted under the 2019 Equity Plan .
Performance Compensation (Director)
| Award Type | Grant Timing | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Annual Board equity retainer) | April 2024 | 135,004.65 | Vests on one-year anniversary | None (time-vested; no performance conditions) |
Non-employee directors at MTB do not receive performance-based equity or options as part of the standard director program; the RSUs are time-based and align director pay with shareholder outcomes through stock value .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond MTB and bank subsidiary roles |
| Related-party/Interlocks | Tyler Barnes (son of John P. Barnes) employed by M&T Bank as a non-executive officer; 2024 total compensation was less than $300,000; compensation set under standard HR processes without Barnes’s involvement . |
| Related-party policy | Transactions with directors/family must meet Reg O and company policy; independence determinations consider ordinary-course banking relationships; NYSE bright-line tests exclude compensation to a non-executive family member from independence impairment . |
Expertise & Qualifications
- 40+ years in banking with executive leadership at regional financial institutions; extensive credit policy, administration, and enterprise risk oversight experience .
- Designated “risk management expert” (Reg YY), supporting MTB’s risk oversight framework on the Board Risk Committee .
- Academic credentials: Northeastern University (undergraduate), MBA from University of Vermont .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes (as of Feb 14, 2025) |
|---|---|---|---|
| John P. Barnes | 68,346 | <1% | Includes 32,866 shares held by the John P. Barnes Living Trust |
- Director stock ownership guidelines: Directors expected to own shares equal to 5x annual cash retainer within five years; all directors are in compliance as of Feb 14, 2025 .
- Anti-hedging/pledging: Directors, officers, and employees are prohibited from hedging and short-term trading; pledging prohibited with limited exceptions and oversight; proxy does not disclose any pledging by Barnes .
- Section 16 compliance: Company states all required insider filings were timely in 2024 .
Governance Assessment
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Strengths for investor confidence
- Independent director with deep operating and credit risk experience; formally recognized as a risk management expert under Federal Reserve standards, enhancing oversight quality in a bank-intensive risk environment .
- Engagement signal: Risk Committee met 16 times in 2024; Board/committee attendance robust (~96% average), with all directors meeting the 75% threshold and attending the annual meeting .
- Ownership alignment: Meaningful personal ownership (68,346 shares) and compliance with stringent 5x cash retainer ownership guideline; time-vested RSU retainer further aligns interests .
-
Watch items / RED FLAGS
- Related-party employment: Barnes’s son is a non-executive employee of M&T Bank; while compensation (<$300k) was set independently and within policy, this relationship can present optics risk; Board’s independence standards and related-party policy address such situations and NYSE bright-line tests preserve independence where the family member is not an executive officer .
- No other red flags disclosed: No delinquent Section 16 filings; anti-hedging/pledging policy in place; director compensation program is standard for peers and balanced between cash and equity, with no meeting fees or option repricings disclosed .