Kevin Pearson
M&T BANKAbout Kevin Pearson
Kevin J. Pearson is Vice Chairman of M&T Bank Corporation, overseeing Mortgage, Consumer Lending, Dealer Services, and Wealth & Institutional Client Services (Wilmington Trust). In 2024, revenues for Mortgage, Dealer Services, and Wealth & Institutional Client Services exceeded plan; customer experience improved with Mortgage NPS gains and maintained J.D. Power ratings in Mortgage and Dealer Services . Company performance in 2024 was strong: diluted EPS $14.64, ROTCE 14.5%, ROTA 1.30%, NIM 3.58%, CET1 11.68%; value of an initial $100 investment in MTB was $130.90 at year-end 2024 (peer group TSR $132.60) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| M&T Bank Corporation | Vice Chairman | Not disclosed | Oversight of Mortgage, Consumer Lending, Dealer Services, Wilmington Trust; business revenues exceeded plan; improved CX; leadership across enterprise platforms |
External Roles
No external public company directorships disclosed in the proxy .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 775,000 | 775,000 |
| Short-Term Incentive (Cash) ($) | 1,300,000 | 1,820,000 |
| All Other Compensation ($) | 68,719 | 68,494 |
| Selected Perquisites (tax prep, parking, meals) | Provided | Provided |
Performance Compensation
Long-Term Incentive Mix and Grants
| Grant (Performance Year) | Total LTI ($) | Options (%) / ($) | PHSUs (%) / ($) | PVSUs (%) / ($) |
|---|---|---|---|---|
| 2023 (granted Jan 31, 2024) | 2,500,000 | 15% / 375,000 | 35% / 875,000 | 50% / 1,250,000 |
| 2024 (granted Jan 2025) | 2,830,000 | 10% / 283,000 | 40% / 1,132,000 | 50% / 1,415,000 |
Performance Unit Design (current)
| Metric | Weight | Absolute Threshold | Absolute Max | Relative Scale (Peer Percentile) | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| ROTCE | 50% | 5.0% = 0% | ≥17% = 150% | 25th=50%, 50th=100%, 75th=150% (interpolated) | 0–150% | 3-year cliff; DEUs accrue and vest pro rata with payout |
| ROTA | 50% | 0.35% = 0% | ≥1.25% = 150% | 25th=50%, 50th=100%, 75th=150% (interpolated) | 0–150% | 3-year cliff; DEUs accrue and vest pro rata with payout |
Historical Earnouts and Vesting
| Award | Performance Period | Metric Result | Payout % | Pearson Target Units | Pearson Distributed Shares (incl. DEUs) | Vesting |
|---|---|---|---|---|---|---|
| PVSUs (2022 grant) | 2022–2024 | 3-year avg ROTCE 16.3% | 77 | 7,085 | 6,047 (DEUs 591) | Vested 12/31/2024; certified Feb 14, 2025 |
| PHSUs (2022–2024 grants) | Annual hurdles | Absolute ROTCE 14.5% (≥5% hurdle) | Target for tranches | See grant lines below | Tranches paid at target | 33%/33%/34% on 1/31/2025–2027, subject to hurdle |
Plan-Based Award Details (2024 grants for 2023 performance)
| Award Type | Target Units | Option Count | Exercise Price | Grant Date | Vesting | |---|---:|---:|---:|---| | PVSUs | 13,578 | — | — | 1/31/2024 | 3-year cliff; earnout 0–150% | | PHSUs | 6,336 | — | — | 1/31/2024 | 33% annually 2025–2027 (ROTCE hurdle) | | NQSOs | — | 8,770 | $138.10 | 1/31/2024 | 33% annually 2025–2027; 10-year term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 132,371 (includes options exercisable within 60 days) |
| Ownership % of Class | Less than 1% |
| Options Exercisable (within 60 days of 2/14/2025) | 77,300 |
| Retirement Savings Plan shares | 3,392 |
| Trust Holdings | 4,330 (spousal lifetime access trust; co-trustee; disclaims beneficial ownership beyond pecuniary interest) |
| Stock Ownership Guidelines | 3x base salary for NEOs; compliance required within 5 years |
| Compliance Status | All executive officers in compliance as of 2/14/2025 |
| Anti-Hedging | Prohibited for all directors, officers, employees |
| Anti-Pledging | Prohibited except limited circumstances; none of NEOs pledged in 2024 |
Unvested Awards and Upcoming Vest Dates (as of 12/31/2024)
| Award Type | Outstanding Not Vested | Remaining Vest Dates |
|---|---|---|
| Options (2022 grant) | 3,467 | 1/31/2025 |
| Options (2023 grant) | 6,992 | 1/31/2025; 1/31/2026 |
| Options (2024 grant) | 8,770 | 1/31/2025; 1/31/2026; 1/31/2027 |
| PHSUs (2022 grant) | 1,418 | 1/31/2025 |
| PHSUs (2023 grant) | 2,137; 2,138 | 1/31/2025; 1/31/2026 |
| PHSUs (2024 grant) | 2,111; 2,112; 2,113 | 1/31/2025; 1/31/2026; 1/31/2027 |
| PVSUs (2023 grant; incl. DEUs) | 6,899 | 12/31/2025 (earnout 0–150%) |
| PVSUs (2024 grant; incl. DEUs) | 9,351 | 12/31/2026 (earnout 0–150%) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Contracts | None; company does not enter into employment contracts with executives |
| Severance Plan | Broad-based Severance Pay Plan; upon “Qualifying Event” (RIF/restructuring/outsourcing/elimination): salary continuation 104 weeks and benefits up to 18 months |
| Change-in-Control | Single-trigger equity acceleration for all employees; PVSU payout at greater of target or actual; cash severance payable only upon termination |
| Clawback/Forfeiture | Forfeiture Policy (risk events, restatement, policy violations) and Dodd-Frank/NYSE Recoupment Policy for restatements; SOX clawback for CEO/CFO |
| Insider Trading | Anti-hedging and anti-pledging policy; trading windows enforced |
Potential Payments (as of 12/31/2024)
| Scenario | Severance & Benefits ($) | LTI Value ($) | Total ($) |
|---|---|---|---|
| Involuntary (without cause) | 1,592,268 | 5,703,357 (pro-rated for PVSUs; PHSUs at target; options partial) | 7,295,625 |
| Death/Disability | — | 7,711,482 | 7,711,482 |
| Retirement (if eligible) | — | 7,711,482 (PVSUs/options continue vesting) | 7,711,482 |
| Change-in-Control | 1,592,268 | 7,711,482 (assumed at target) | 9,303,750 |
Retirement and Deferred Compensation
| Plan | 2024 Contributions/Earnings | 2024 Year-End Balance |
|---|---|---|
| Qualified Pension Plan (PV of Accrued Benefit) | — | 1,230,057 |
| Supplemental Pension Plan (PV of Accrued Benefit) | — | 454,282 |
| Leadership Retirement Savings Plan – Deferral/Match | Executive: 168,750; Company: 16,500; Earnings: 580,766 | 2,402,644 |
Compensation Structure Analysis
- Year-over-year, both cash and equity rose: STI increased from $1.3M to $1.82M, and LTI (target) rose from $2.50M to $2.83M, with options weight reduced to 10% and PVSU weight maintained at 50% for stronger pay-for-performance linkage .
- Performance metrics are calibrated to ROTCE/ROTA with explicit absolute floors and relative peer ranking; 2022 PVSUs paid at 77% based on 3-year ROTCE, demonstrating downside sensitivity .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support was 94% in 2024, indicating shareholder acceptance of pay-for-performance alignment .
- Peer group includes regional U.S. banks (e.g., USB, PNC, TFC, FITB, HBAN, RF, CFG, KEY, FHN, CMA, ZION), used for compensation and financial benchmarking .
Investment Implications
- Alignment: High proportion of performance-contingent equity (PVSUs/PHSUs) tied to ROTCE/ROTA with clear thresholds and peer-relative scales enhances alignment; anti-hedging/anti-pledging and ownership guidelines (3x salary; in compliance) reduce misalignment and forced selling risks .
- Supply overhang: Multiple tranches of options and PHSUs vest annually on 1/31 (2025–2027), and PVSUs cliff vest 12/31/2025 and 12/31/2026; monitor Form 4 activity around these dates for potential selling pressure .
- Retention/COC: Broad-based severance (104 weeks) and single-trigger equity acceleration on change-in-control provide certainty but not excessive golden parachutes; cash severance requires termination, moderating perverse incentives .
- Execution risk: Pearson’s portfolio exceeded revenue plans with CX improvements; company-level returns remained top-quartile; continued reliance on ROTCE/ROTA in incentives keeps focus on profitable growth and asset quality .