René Jones
M&T BANKAbout René F. Jones
René F. Jones, age 60, is Chairman and Chief Executive Officer of M&T Bank Corporation and M&T Bank (appointed December 2017). He joined M&T in 1992, previously serving as CFO (2005–2016), Executive Vice President (since 2006) and Vice Chairman of M&T Bank (2014–2017) . He holds a B.S. in Management Science from Boston College and an MBA (Finance, Organization & Markets) from the University of Rochester Simon School of Business . Under his leadership, 2024 GAAP net income was $2.59B, ROTCE was 14.5%, and CET1 reached 11.68% with resumed buybacks and an 8th consecutive annual dividend increase . Pay-versus-performance disclosures show 2024 TSR of $130.90 (on a $100 base, 12/31/2020–12/31/2024) alongside $2.588B net income and 14.5% ROTCE .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| M&T Bank Corporation / M&T Bank | Chairman and CEO | 2017–present | Leads strategy and performance; strengthened capital, resumed repurchases, maintained top-tier NIM and returns in 2024 . |
| M&T Bank Corporation | Executive Vice President | 2006–2017 | Senior leadership across Finance, Wealth & Institutional, HR, Consumer Lending, Mortgage, Treasury; deep institutional knowledge . |
| M&T Bank Corporation / M&T Bank | Chief Financial Officer | 2005–2016 | Financial stewardship during growth and integration periods . |
| M&T Bank | Vice Chairman | 2014–2017 | Oversight of key divisions; executive leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of New York | Director; Audit & Risk Committee; Management & Budget Committee | Not disclosed | Contributes to systemic risk oversight and policy input . |
| ACV Auctions Inc. (NASDAQ: ACVA) | Director; Audit Committee member | Not disclosed | Public company board experience; financial oversight . |
| Bank Policy Institute | Chairman (formerly Vice Chair) | Not disclosed | Industry advocacy and policy leadership . |
| Boston College | Board of Trustees | Not disclosed | Higher-education governance . |
| SUNY at Buffalo (UB Council) | Council Member | Not disclosed | Regional institutional engagement . |
| Pan-Massachusetts Challenge, Inc. | Member/Steward | Not disclosed | Non-profit impact and community leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,100,000 | 1,100,000 |
| Perquisites (select items) | — | — | Club dues $25,044; corporate apartment $32,902; other limited perqs (tax prep, parking, meals, executive physical) . |
| Pension – Qualified Plan PV ($) | — | — | 246,742 (frozen accrual; elected DC path since 2006) . |
| Nonqualified Deferred Comp – Year-end Balances ($) | — | — | Leadership Deferral/Match: 1,053,783; Leadership RAA: 103,615 . |
Performance Compensation
Short-Term Incentive (STI) – Cash
| Year | STI Paid ($) | Basis |
|---|---|---|
| 2022 | 2,400,000 | Discretionary, guided by executive scorecards and company/individual performance . |
| 2023 | 2,150,000 | Discretionary, below-target pool vs 2023 . |
| 2024 | 3,000,000 | Pool funded above target; strong financials, risk management; scorecard-driven . |
Long-Term Incentive (LTI) – Mix, Metrics, Grants
| Performance Year | Grant Timing | Total LTI ($) | Options ($) | PHSUs ($) | PVSUs ($) | Key Metrics / Design |
|---|---|---|---|---|---|---|
| 2023 | Jan 31, 2024 | 6,000,000 | 900,000 | 2,100,000 | 3,000,000 | PHSU: annual ROTCE hurdle (≥5%) each year; PVSU: 3-yr absolute/relative ROTCE, 0–150% payout . |
| 2024 | Jan 2025 | 7,400,000 | 740,000 | 2,960,000 | 3,700,000 | PVSU design updated: equal weights ROTCE and ROTA (absolute and relative), 0–150% payout; options 3-yr ratable, 10-yr term . |
Performance Metrics and Payouts
- PHSU vesting and hurdle: ROTCE safety-and-soundness threshold 5% annually; 2024 ROTCE = 14.5% so all 2022–2024 PHSU tranches vested at target for that year .
- PVSU thresholds:
- Absolute ROTCE: <5% = 0%; ≥17% = 150% regardless of relative; 5–<17% scales by relative percentile (50th=100%, >75th=150%, 25th=75%, <25th=50%) .
- Absolute ROTA (2024+ grants): <0.35% = 0%; ≥1.25% = 150%; in-between scales by relative percentile .
- 2022–2024 PVSU payout: 3-yr avg ROTCE 16.3% → 77% payout; earned shares delivered in Q1’25 after C&HC certification .
CEO 2024 “Performance-Year” Pay Mix (illustrative)
- 90% of 2024 performance-year target pay is variable; 64% is deferred equity LTI subject to multi-year vesting/forfeiture .
- LTI structure and use of scorecards tie outcomes to absolute/relative returns, risk management, and strategic execution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 240,805 shares; includes options exercisable within 60 days (144,022) and 5,898 shares via M&T Retirement Savings Plan; 1,734.3 shares held as custodian; less than 1% of class . |
| Unvested Equity (as of 12/31/2024) | PHSUs not vested: 28,594 units (MV $5,375,958 @ $188.01); PVSUs not vested (incl. DEUs at max): 58,497 units (MV $10,998,021); Unvested options from 2024 grant: 21,048; plus prior-cycle unvested options per schedule . |
| Upcoming Vesting Cadence | Options vest ratably on 1/31/2025, 1/31/2026, 1/31/2027 (10-year terms) . PHSU vest tranches on 1/31/2025–2027 subject to annual ROTCE hurdle . PVSU cliff vests: 2023 grant on 12/31/2025; 2024 grant on 12/31/2026 (payout 0–150%) . |
| Ownership Guidelines | CEO 6x base salary; all executive officers in compliance as of 2/14/2025 . |
| Hedging/Pledging | Hedging prohibited for all; pledging prohibited for executives except limited exceptions; no NEO pledges in 2024 . |
| Director Pay | No director fees for salaried officers (e.g., CEO) . |
Vesting/Selling Pressure Indicators (near-term)
| Award | Next Dates | Shares/Notes |
|---|---|---|
| Options (2022–2024 grants) | 1/31/2025; 1/31/2026; 1/31/2027 | 2024 grant unvested 21,048 as of 12/31/2024; 2023 remaining 8,389; 2022 remaining 7,657—each tranche scheduled annually . |
| PHSUs (2022–2024 grants) | 1/31/2025–1/31/2027 | 2024 ROTCE 14.5% satisfied hurdle; tranches vest at target if future annual hurdle met . |
| PVSUs | 12/31/2025; 12/31/2026 | 2023 grant vests 12/31/2025; 2024 grant vests 12/31/2026, payouts 0–150% after C&HC certification . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Contracts | Company does not enter into executive employment contracts; no tax gross-ups other than relocation . |
| Severance Plan | Broad-based Severance Pay Plan; upon a qualifying involuntary termination: 104 weeks base salary continuation and up to 18 months of benefits at employee rate . |
| Change-in-Control | Equity accelerates at change in control (single trigger for vesting); PVSUs settle at greater of target or actual as of quarter-end prior to announcement; cash severance only if termination occurs . |
| Clawbacks/Forfeiture | Forfeiture policy permits downward adjustments/cancellations for risk/misconduct/restatements; Dodd-Frank compliant recoupment policy adopted in 2023 . |
| Potential Payouts (12/31/2024) | Involuntary w/o cause: $18,626,566 total ($2,241,858 severance/benefits + $16,384,708 LTI); CIC: $19,752,794 total; Death/Disability: $17,510,936 LTI; Retirement: $17,510,936 LTI (CEO is retirement-eligible) . |
Governance and Board Service
- Board role: Chairman of the Board; Executive Committee member; not independent (all other nominees independent) .
- Dual-role mitigants: Lead Independent Director (Gary N. Geisel) presides over regular executive sessions of non-management directors; robust committee structure (all key committees independent) .
- Board attendance: 2024 average attendance ~96% across Board and committees .
Compensation Committee Analysis and Shareholder Feedback
- Committee composition: Independent directors—Chair William F. Cruger, Jr.; members Gary N. Geisel, Rudina Seseri, Herbert L. Washington .
- Independent consultant: Aon; 2024 fees $233,533 to committee; $327,285 to management for separate survey/advisory; committee determined independence and no conflicts .
- Peer group: 11 U.S. commercial banks (USB, PNC, TFC, FITB, HBAN, RF, CFG, KEY, FHN, CMA, ZION); unchanged from 2023 .
- Pay philosophy: Emphasize long-term equity; position TDC around median over time; scorecard-driven discretionary STI; strong alignment/controls (no repricing, no timing grants; anti-hedging/pledging) .
- Say-on-Pay: 94% support in 2024; ongoing investor engagement .
Company Performance (context for pay alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ Millions) | 1,992 | 2,741 | 2,588 |
| ROTCE (%) | 16.7 | 17.6 | 14.5 |
| Capital/Other Highlights | — | — | NIM 3.58%; CET1 11.68%; buybacks resumed; dividend +3% (8th year) . |
Multi‑Year CEO Compensation (SCT view)
| Year | Salary ($) | Bonus/STI ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,000,000 | 2,400,000 | 4,240,259 | 1,060,019 | 115,429 | 8,815,707 |
| 2023 | 1,100,000 | 2,150,000 | 4,800,120 | 1,200,010 | 123,445 | 9,385,557 |
| 2024 | 1,100,000 | 3,000,000 | 5,100,172 | 900,012 | 165,399 | 10,265,583 |
Related Party and Compliance
- Related-party policy requires N&G Committee review; ordinary-course banking relationships subject to Regulation O; none specific to Mr. Jones disclosed .
- Section 16(a) compliance: All required insider filings timely in 2024 .
Additional Financial Context (SPGI)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,357,000,000* | 2,528,000,000* | 2,427,000,000* |
| Net Income ($) | 1,992,000,000* | 2,741,000,000* | 2,588,000,000* |
| Values retrieved from S&P Global.* |
Board Governance (Director-specific items)
- Committee memberships as CEO/Chair: Executive Committee member .
- Independence: Not independent; all standing committees (Audit; C&HC; N&G; Risk) comprised entirely of independent directors .
- Lead Independent Director: Non-executive Vice Chairman Gary N. Geisel; regular executive sessions of non-management directors .
- Director compensation: Salaried officers receive no director compensation .
Investment Implications
- Pay-for-performance alignment: High share of at-risk, multi-year equity (PVSUs/PHSUs/options) tied to absolute/relative returns and risk metrics supports long-term alignment; 2022–2024 PVSU payout at 77% reflects disciplined calibration .
- Retention vs selling pressure: Significant unvested PHSUs/PVSUs and multi-year option vesting create retention hooks through 2027; scheduled vesting windows (Jan 31 and Dec 31 cycles) may introduce periodic Form 4 activity but anti-hedging/pledging and ownership guidelines mitigate misalignment risk .
- Governance of CEO/Chair dual role: Presence of a Lead Independent Director, independent committees, and frequent executive sessions helps offset concentration of power; 94% Say‑on‑Pay indicates limited current shareholder discontent with pay governance .
- Change-in-control risk economics: Single‑trigger equity acceleration at CIC is a governance watchpoint; however, cash severance requires termination and company eschews individual golden parachutes/tax gross-ups, curbing excess payouts .
- Performance outlook linkage: 2024 results showed strong profitability and capital, with top‑quartile operating returns vs peers; LTI metrics (ROTCE/ROTA) directly tie future vesting to sustaining these fundamentals through the cycle .