Melinda Rich

About Melinda R. Rich

Melinda R. Rich, age 67, has served on M&T Bank Corporation’s Board since 2009 (16 years as of the April 15, 2025 Annual Meeting) and is an independent director; she chairs the Nomination and Governance (N&G) Committee and serves on the Executive Committee . She is Chairman of Rich Holdings Inc., the holding company for Rich Products Corporation, and previously served as Vice Chairman of Rich Products Corporation since 2006; she holds a B.A. in Psychology and Business from the University of Colorado and several honorary doctorates (Culinary Institute of America; D’Youville; Canisius) .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Chair, Nomination & Governance Committee; Member, Executive Committee .
• Prior committee service: Served on the Compensation & Human Capital (C&HC) Committee until April 2024 (then rotated off when Mr. Cruger and Ms. Seseri joined) .
• Independence: The Board determined all nominees except the CEO are independent under NYSE and SEC rules; Rich is listed as independent in the director slate .
• Attendance and engagement: The Board held 10 meetings in 2024; average director attendance was ~96%, and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (virtual) .
• N&G scope under her chairship: Oversees director nominations, board refreshment, governance standards, and oversight of sustainability strategy and shareholder engagement; N&G held five meetings in 2024 .
• Executive Committee scope: Acts between Board meetings; four meetings held in 2024 .

Fixed Compensation

• Director compensation structure (non‑employee directors): Approximately 50% cash retainer and 50% equity (RSUs); no meeting fees .
  • Board cash retainer: $90,000 (Lead Independent Director $115,000) .
  • Annual equity retainer: $135,000 grant date fair value (Lead Independent Director $140,000); April 2024 grant vests after one year .
  • Committee retainers: 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; Risk Chair $60,000/Member $30,000 .

2024 Director Compensation (Rich)

Notes: Cash amount reflects role‑based retainers and intra‑year committee changes (moved off C&HC and onto N&G Chair role in April 2024) .

Performance Compensation

• Director equity awards are time‑based RSUs (no performance conditions); RSUs vest on the one‑year anniversary of the April 2024 grant under the 2019 Equity Plan .
• No director performance metrics, options, or bonus plans are used for non‑employee directors; compensation is structured to align with shareholders via equity ownership and retainers .

Other Directorships & Interlocks

• Current public company board: Weber Inc. (Compensation Committee member) .
• Compensation committee interlocks: Company disclosed no C&HC interlocks or insider participation during 2024; all C&HC members were independent (Rich rotated off in April 2024) .
• Over‑boarding: M&T reviews directors’ outside commitments annually per its Corporate Governance Standards and N&G Charter .

Expertise & Qualifications

• Brings executive compensation knowledge, governance leadership, and international perspective on policy and economic issues; extensive leadership across family‑owned global food and entertainment enterprises .
• Education: B.A. (Psychology & Business), University of Colorado; Honorary Doctorates (Culinary Institute of America; D’Youville; Canisius) .

Equity Ownership

• Director stock ownership guidelines: Minimum holding equal to 5x annual cash retainer; all directors are in compliance as of Feb 14, 2025 .
• Hedging/pledging: M&T prohibits hedging; pledging is broadly prohibited with limited, pre‑cleared exceptions and must be reported to the N&G Committee; no pledging by Rich is disclosed .

Governance Assessment

• Board effectiveness and independence: Rich is independent, chairs N&G, and sits on the Executive Committee—positions central to board refreshment, evaluations, and governance oversight; N&G and key committees are composed solely of independent directors .
• Engagement and attendance: The Board averaged ~96% attendance in 2024; each director met ≥75% attendance; all directors attended the 2024 Annual Meeting—indicators of engagement .
• Ownership alignment: Rich received a balanced cash/equity mix and is subject to, and compliant with, robust stock ownership guidelines (5x cash retainer); equity awards vest on a one‑year schedule to reinforce alignment .
• Related‑party/conflict controls: The company maintains a stringent Related‑Party Transactions Policy administered by the N&G Committee (which Rich chairs), with approval standards designed to protect independence; ordinary‑course banking relationships are considered in independence determinations; no related‑party transactions involving Rich were disclosed for 2024 .
• Shareholder signals: Say‑on‑pay support was 94% in 2024, reflecting investor approval of compensation governance; C&HC retains an independent consultant and reports no interlocks, supporting pay governance quality (Rich rotated off C&HC in April 2024) .

RED FLAGS

• No red flags disclosed specific to Rich: no related‑party transactions, no hedging/pledging disclosure, and independence affirmed; director attendance thresholds met across the Board .

Overall, Rich’s N&G chairship, independence, and ownership alignment support investor confidence, with strong structural safeguards (RPT policy, anti‑hedging/pledging, board refreshment) and no person‑specific conflict disclosures in 2024 .