Richard Ledgett Jr.
M&T BANKAbout Richard H. Ledgett, Jr.
Richard H. Ledgett, Jr. (age 67) has served as an independent director of M&T Bank Corporation since 2017, bringing four decades of intelligence, cybersecurity, and cyber-operations expertise, including service as Deputy Director and COO of the National Security Agency from January 2014 to April 2017 after a 29-year career at the NSA . He holds a B.S. in Psychology from SUNY Albany and an M.S. in Strategic Intelligence from the Defense Intelligence College . As of the 2025 annual meeting, his board tenure is seven years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Security Agency (NSA) | Deputy Director & COO | Jan 2014–Apr 2017 | Senior leadership of the largest U.S. intelligence organization; operational oversight |
| National Security Agency | Instructor & Course Developer, National Cryptologic School | Not disclosed | Curriculum development/training |
| National Intelligence University | Adjunct Faculty | Not disclosed | Academic instruction |
External Roles
| Organization | Role | Nature | Tenure | Notes |
|---|---|---|---|---|
| Institute for Defense Analyses | Chair, Board of Trustees | Non-profit | Not disclosed | Governance leadership |
| Beazley PLC | Member, Cyber Advisory Board | Public company (LSE) | Not disclosed | Advisory role on cyber risk; not a corporate director |
| Elbit Systems of America | Director | Private subsidiary | Not disclosed | Board role at U.S. subsidiary of Elbit Systems Ltd |
Board Governance
- Committee assignments: Member, Risk Committee; Chair of the Risk Committee subcommittee focused on cybersecurity and technology risks; also a director of subsidiary M&T Bank and member of its Risk Committee .
- Risk Committee cadence: The Risk Committee held 16 meetings in 2024, including two joint meetings with the Audit Committee, evidencing active oversight of risk management .
- Independence: Board determined all current directors and nominees except the CEO (René F. Jones) are independent; Ledgett is listed as independent .
- Engagement and attendance: The Board held 10 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; average attendance was approximately 96%. All directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Non-management directors meet at regularly scheduled executive sessions, presided over by the lead independent director (Vice Chairman Gary N. Geisel) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — | 122,500 | M&T pays $90,000 annual cash retainer to non-employee directors, plus $30,000 for Risk Committee membership; quarterly payments in arrears; no per-meeting fees . Ledgett’s actual cash for 2024 was $122,500 . |
Program details (context):
- Annual Board cash retainer: $90,000 for non-employee directors; $115,000 for lead independent director .
- Risk Committee fees: $60,000 Chair; $30,000 member .
- Other committee fees: Audit ($50k Chair/$20k member), C&HC ($25k/$15k), Executive ($25k/$15k), N&G ($25k/$15k). Trust & Investment Committee (subsidiary): $15k Chair/$12k member .
Performance Compensation
| Year | Equity Type | Grant Date | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Restricted Stock Units (RSUs) | April 2024 | 135,004.65 | RSUs vest on the one-year anniversary of grant; rounded to whole shares, under 2019 Equity Plan | None disclosed; director RSUs are time-based (no performance targets) |
Equity structure:
- Annual Board equity retainer: $135,000 for non-employee directors ($140,000 for lead independent director), granted as RSUs in April 2024, vesting after one year; grant value based on NYSE closing price on grant date; awards rounded up to next whole share .
Other Directorships & Interlocks
| Entity | Type | Relationship to MTB | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Beazley PLC | Public insurer | External advisory board | If MTB purchases insurance from Beazley, such dealings would be ordinary course and reviewed under Related-Party Transactions Policy; advisory role typically not a material interest per policy categories |
| Elbit Systems of America | Private (subsidiary) | External board | No MTB-related dealings disclosed; ordinary course transactions, if any, would be subject to independence and related-party review |
| Institute for Defense Analyses | Non-profit | External board chair | Charitable/governance roles are generally excluded from related-party material interest categories under policy |
Expertise & Qualifications
- Core credentials: Four decades of intelligence, cybersecurity, and cyber-operations expertise; former NSA Deputy Director/COO; academic/teaching experience in cryptology and intelligence .
- Education: B.S. Psychology (SUNY Albany); M.S. Strategic Intelligence (Defense Intelligence College) .
- Board skills matrix: Board highlights cybersecurity, risk management, technology/digital innovation among key skills; Ledgett’s biography explicitly links him to cybersecurity and technology risk oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Richard H. Ledgett, Jr. | 5,693 | <1% | Determined under SEC Rule 13d-3; table as of Feb 14, 2025 |
Ownership alignment:
- Director stock ownership guideline: Value ≥ 5x annual cash retainer; expected within five years of initial election. As of Feb 14, 2025, all directors are in compliance .
- Anti-hedging: Directors, officers, employees are prohibited from hedging or short-term trading M&T securities .
- Anti-pledging: Directors and executive officers generally prohibited from pledging M&T securities, with limited exceptions requiring excess over ownership guidelines, ability to repay without pledged collateral, and reporting/approval protocols .
Governance Assessment
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Strengths
- Independence and relevant expertise: Ledgett is independent and chairs the cybersecurity and technology risk subcommittee, directly aligned with bank risk priorities in cyber/tech .
- Active risk oversight: 16 Risk Committee meetings in 2024, including joint sessions with Audit, indicating robust engagement; Board attendance averaged ~96% and all directors attended the annual meeting .
- Pay mix aligns with shareholders: Director compensation split roughly 50/50 between cash and equity; no meeting fees; standardized RSU awards vest after one year, promoting ownership without short-term incentives .
- Ownership alignment and trading controls: Directors compliant with 5x cash retainer stock ownership guideline; strict anti-hedging/anti-pledging policies enhance alignment .
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Watch items
- External affiliations: Advisory role with Beazley PLC and board role at Elbit Systems of America—no specific related-party transactions disclosed, but insurance and technology relationships should continue to be monitored under the Related-Party Transactions Policy to preserve independence and avoid perceived conflicts .
- Risk expertise designation: The Board designated several directors as “risk management experts” under FRB Regulation YY, but Ledgett is not listed among them; nonetheless, he chairs the cyber/tech risk subcommittee, a key oversight role. Clarity on expert designation may further reinforce investor confidence in risk committee composition .
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RED FLAGS
- None disclosed: No Section 16(a) filing delinquencies; no director-specific pledging or related-party transactions identified in the proxy; independence affirmed .
Total 2024 director compensation for Ledgett:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 122,500 |
| Stock Awards (RSUs) | 135,004.65 |
| Total | 257,504.65 |