Leslie Godridge
M&T BANKAbout Leslie V. Godridge
Leslie V. Godridge (age 69) is an independent director of M&T Bank Corporation, serving since 2020. She is a banking veteran with nearly 40 years of experience, recognized multiple times on American Banker’s “Most Powerful Women in Banking” list, and holds a BA from Smith College and an MBA from NYU Stern . Her board tenure includes risk oversight and trust governance roles at M&T and Wilmington Trust affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Vice Chair; Co-Head of Corporate & Commercial Banking; Member of Managing Committee; Director of U.S. Bank, N.A. | 2016–2020 | Senior leadership over corporate/commercial banking |
| The Bank of New York | Senior managerial roles culminating as Head of Consumer, Commercial, Private Banking & Asset Management | ~25 years | Led multi-line banking businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beasley Broadcast Group, Inc. (NASDAQ: BBGI) | Director | Current | Chair, Audit Committee |
| National Integrity Life Insurance Co. | Director | Current | Audit Committee member |
| Gerber Life Insurance Company | Director | Current | Audit Committee member |
| Museum of the City of New York | Trustee & Treasurer; now Trustee Emerita | 18 years | Governance/financial stewardship |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Godridge is independent under SEC/NYSE standards .
- Committee assignments: Member, Risk Committee; Chair of Risk Committee subcommittee on commercial credit risk; designated “risk management expert” under FRB Regulation YY .
- Subsidiary roles: Director, M&T Bank; Member, M&T Bank Risk Committee; Chair, M&T Bank Trust & Investment Committee; advisory member of Wilmington Trust N.A. and Wilmington Trust Company Trust & Investment Committees .
- Attendance and engagement: Board held 10 meetings in 2024; average director attendance ~96%; each director attended at least 75% of Board and committee meetings. Risk Committee held 16 meetings (including two joint with Audit) .
- Executive sessions: Non-management directors meet regularly in executive session under the lead independent director .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 130,000.00 | 133,750.00 |
| Equity (RSUs) – Grant Date Fair Value ($) | 120,013.20 | 135,004.65 |
| Total ($) | 250,013.20 | 268,754.65 |
Notes:
- Director pay structure: Annual cash retainer $90,000 (lead independent $115,000); committee retainers include Risk Committee $30,000 for members ($60,000 for Chair); Audit $20,000 (Chair $50,000); C&HC $15,000 (Chair $25,000); N&G $15,000 (Chair $25,000); Executive $15,000 (Chair $25,000). M&T Bank Trust & Investment Committee members receive $12,000 (Chair $15,000). Equity retainer RSUs: $135,000 for non-employee directors ($140,000 for lead independent), vest at one year .
Performance Compensation
| Instrument | Grant Date | Grant-Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Board equity retainer) | April 2024 | 135,004.65 | 1-year cliff vest | None (time-based only) |
Other Directorships & Interlocks
- No compensation committee interlocks or insider participation disclosed for 2024; all C&HC members independent with no reportable conflicts .
- Over-boarding policy enforced by N&G Committee when directors join additional public boards .
Expertise & Qualifications
- Banking and finance leadership across corporate/commercial, consumer, private banking, asset management, and treasury management; designated risk management expert by the Board .
- Recognized by American Banker’s “Most Powerful Women in Banking”; BA (Smith College) and MBA (NYU Stern) .
Equity Ownership
| Metric | Feb 14, 2024 | Feb 14, 2025 |
|---|---|---|
| Beneficially owned shares | 2,649 | 3,602 |
| % of shares outstanding | <1% | <1% |
- Director stock ownership guideline: at least 5× annual cash retainer (compliance required within 5 years); all directors in compliance as of Feb 14, 2025 .
- Insider trading safeguards: anti-hedging and anti-pledging policies; limited pledging only above guideline holdings with approvals; all Section 16 filings timely for 2024 .
Governance Assessment
- Positive signals: Independent status, deep banking expertise, risk management expert designation, and leadership of commercial credit risk oversight strengthen Board effectiveness and risk governance . Annual equity retainer aligns director interests with shareholders; compliance with ownership guidelines supports alignment .
- Engagement: Service on M&T Bank Risk and Trust & Investment Committees plus Risk subcommittee chair role indicates substantive involvement; Risk Committee met 16 times in 2024, and overall director attendance averaged ~96% .
- Conflicts/related-party exposure: Proxy identifies no related-party transactions involving Godridge; Regulation O and a formal related-party policy govern ordinary-course banking relationships to prevent conflicts .
- Pay structure changes: Year-over-year increase in RSU grant (from $120k to $135k) and modest cash increase reflect broader director compensation updates; no meeting fees or option grants; equity is time-based (no performance metric) which is typical for directors .