Kirk Walters

About Kirk W. Walters

Kirk W. Walters, age 69, has served as an independent director of M&T Bank Corporation since April 2022 following the acquisition of People’s United Financial. He is designated by the Board as a “risk management expert” under Federal Reserve Regulation YY and holds a B.S. in Accounting from the University of Southern California; he is a member of the California Society of CPAs. Walters sits on the Board’s Risk Committee and subcommittees focused on cybersecurity/technology risk and commercial credit risk; he also serves on the subsidiary M&T Bank Trust & Investment Committee and as an advisory member of Wilmington Trust committees .

Past Roles

External Roles

Board Governance

• Independence: Listed as independent director and nominee; not a committee chair .
• Committee assignments: Risk Committee member; designated “risk management expert”; participates in cybersecurity/technology and commercial credit risk subcommittees .
• Attendance: Board held 10 meetings in 2024; average attendance ~96%; each director attended at least 75% of Board and committee meetings .
• Years of service: Director since 2022 (3 years as of April 2025) .
• Subsidiary governance: M&T Bank Trust & Investment Committee; advisory roles at Wilmington Trust committees .

Fixed Compensation

2024 Non-Employee Director Compensation

Director Stock Ownership Guidelines

• Requirement: Own M&T common stock (including unvested RSUs) equal to at least 5x annual cash retainer within 5 years of initial election; all directors in compliance as of Feb 14, 2025 .

Performance Compensation

• Equity awards structure: Annual Board equity retainer vests time-based at the one-year anniversary of grant; no performance metrics disclosed for director equity awards .

Other Directorships & Interlocks

• Current public company boards other than MTB: None disclosed in the proxy .
• Prior directorships: People’s United Financial; Santander Holdings USA, Inc. (prior roles included directorships) .
• Shared directorships with competitors/suppliers/customers: Not disclosed.

Expertise & Qualifications

• Financial/risk expertise: Board-determined “risk management expert” under FRB Regulation YY; deep banking leadership across multiple institutions .
• Education: B.S. in Accounting, USC; CPA society membership (California Society of CPAs) .
• Technology/cyber oversight: Member of Risk Committee subcommittee on cybersecurity and technology risks .
• Industry experience: Decades in financial services (CFO, CEO, EVP roles) .

Equity Ownership

Beneficial Ownership Snapshot

Director Stock Ownership Guidelines Compliance

• All directors, including Walters, were in compliance as of Feb 14, 2024 and Feb 14, 2025 .

Insider Trading Activity (Form 4 – 2024)

• News coverage corroborating the Nov 6, 2024 sale: TradingView and Investing.com reported 16,635 shares sold for ~$3.46M; transactions included both direct and indirect holdings (e.g., Gus & Bonnie, LLC) .

Governance Assessment

• Strengths:

  • Independence and risk oversight: Walters is independent and designated a “risk management expert,” contributing to FRB-compliant Risk Committee governance; active participation in cybersecurity and credit risk subcommittees bolsters board effectiveness in key risk domains .
  • Attendance and engagement: Board and committee attendance was strong overall in 2024 (96% average), with all directors meeting minimum attendance thresholds; Walters added to Risk Committee in April 2024 as part of refresh .
  • Ownership policy compliance: Directors are subject to stringent 5x cash retainer ownership guidelines; all directors, including Walters, were in compliance as of 2024 and 2025 snapshots .

• Signals and watch items:

  • Significant net insider selling in 2024 and sharp decline in reported common share ownership from 110,319 (plus 40,000 preferred; 69,165 options exercisable) as of Feb 14, 2024 to 2,117 common shares as of Feb 14, 2025 may signal rebalancing or diversification; monitor ongoing filings for alignment and pledging/hedging disclosures. The Nov 6, 2024 Form 4 sale totaled ~$3.46M .
  • No related-party transactions, hedging, or pledging disclosures were identified in the proxy excerpts; continue monitoring future proxies and 8-Ks for any changes (none cited in retrieved documents).

• Shareholder sentiment:

  • 2024 say-on-pay passed with 126,792,136 votes for and 8,142,575 against; all director nominees (including Walters) received strong support at the 2024 annual meeting .

Additional Detail

Director Nominee and Committee Roster (as of 2025 Annual Meeting)

• Walters: Independent; Risk Committee member; not a chair .
• Risk Committee composition and activity: Members include Barnes, Charles, Ledgett, Sadler (Chair), Walters, Godridge; held 16 meetings in 2024; established cybersecurity/technology and commercial credit subcommittees; CRO oversight .

Director Biography Highlights

• Deep banking leadership across CFO, CEO, EVP roles; USC accounting degree; CPA society member; philanthropic involvement .

Director Compensation Program Mechanics

• Annual equity retainer under 2019 Equity Plan vests after one year; grants based on grant-date closing price; rounded to whole shares .

Stock Ownership Information (Methodology)

• Beneficial ownership determined per Rule 13d-3; includes power to vote/dispose and rights to acquire within 60 days .

Citations

• Director biography, roles, committees:
• Director independence, nominee roster, committee assignments:
• Risk Committee composition, meetings, subcommittees, risk management expert designation, attendance:
• Director compensation table and equity retainer mechanics; ownership guidelines and compliance:
• Beneficial ownership (2025):
• Beneficial ownership (2024), options and preferred shares:
• 2024 Annual Meeting voting (directors, say-on-pay):
• Form 4 filings and insider sales: