Robert Sadler Jr.
M&T BANKAbout Robert E. Sadler, Jr.
Robert E. Sadler, Jr. (age 79) is an independent director of M&T Bank Corporation, serving on the Board since 1999 (26 years at the April 15, 2025 meeting). He chairs both the Executive Committee and the Risk Committee. Sadler is the former President and CEO of M&T and M&T Bank (June 2005–January 2007), later serving as Vice Chairman of the Board (2007–June 2010) and as a consultant to M&T (2010–April 2017). He holds a BA from Washington and Lee University and an MBA from Emory University, and is designated a “risk management expert” under FRB Regulation YY. The Board has determined he is independent under SEC/NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&T Bank Corporation | President & CEO | Jun 2005–Jan 2007 | Led company; subsequent independence now affirmed under NYSE standards after applicable cooling-off periods |
| M&T Bank Corporation | Vice Chairman of the Board | 2007–Jun 2010 | Senior leadership; institutional knowledge in governance and risk |
| M&T Bank Corporation | Consultant | 2010–Apr 2017 | Advisory capacity; ended >7 years prior to current independence determination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibraltar Industries, Inc. (NASDAQ: ROCK) | Director | 2004–2015 | Public company board experience |
| Security Mutual Life Insurance Company of New York | Director | Until 2015 | Insurance board experience |
| M&T Bank Directors Advisory Council – Florida Division | Chair | Current | Regional advisory leadership; receives annual equity DAC award under M&T’s 2019 Equity Plan |
Board Governance
- Committee leadership: Executive Committee Chair; Risk Committee Chair (MTB and M&T Bank). MTB Risk Committee held 16 meetings in 2024 (including two joint meetings with Audit). The Executive Committee held four meetings in 2024.
- Independence: Board determined all nominees except the CEO (René F. Jones) are independent (SEC/NYSE/M&T standards), which includes Sadler.
- Attendance: Each director attended at least 75% of Board and committee meetings; average director attendance was approximately 96% in 2024.
- Risk expertise: Designated “risk management expert” under FRB Regulation YY; chairs Risk Committee; Board’s risk oversight includes annual approval of the Enterprise Risk Framework and reporting from the CRO.
- Lead Independent Director: Gary N. Geisel is Vice Chairman and Lead Independent Director.
Fixed Compensation
| Component | Program Terms (Annual) | 2024 Actual for Sadler ($) |
|---|---|---|
| Board Cash Retainer (non-employee director) | $90,000 | — |
| Risk Committee Chair | $60,000 | — |
| Executive Committee Chair | $25,000 | — |
| Indicative subtotal per program terms | $175,000 | — |
| Fees Earned or Paid in Cash | — | $170,000.00 |
Notes:
- Cash retainers are paid quarterly in arrears. The program provides the fee structure above; Sadler’s 2024 actual cash received totaled $170,000.00. The proxy does not itemize Sadler’s cash by component.
Performance Compensation
| Component | Grant Practice | Grant Date/Terms | 2024 Actual for Sadler ($) |
|---|---|---|---|
| Annual Board Equity Retainer (RSUs) | Granted annually under the 2019 Equity Plan; one-year cliff vest | April 2024; $135,000 for non-employee directors; vest at one-year anniversary | $135,004.65 |
| DAC Equity Award (RSUs) | Equity award for service as DAC Chair; vested upon grant | 2024; vested upon grant | $8,009.80 |
| Total Stock Awards | — | — | $143,014.45 |
Notes:
- Director RSUs time-vest and are not performance-based; no revenue/EBITDA/TSR metrics apply to director equity retainer awards.
- Awards made under M&T Bank Corporation 2019 Equity Incentive Compensation Plan (as amended and restated).
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlocks |
|---|---|---|---|
| Gibraltar Industries, Inc. | Past | Director (2004–2015) | None disclosed with MTB counterparties |
| Security Mutual Life Insurance Co. of NY | Past | Director (until 2015) | None disclosed with MTB counterparties |
No related-party transactions are disclosed for Sadler; ordinary-course banking relationships with directors are governed by Regulation O and a Board-reviewed related-party transactions policy.
Expertise & Qualifications
- Deep financial services leadership and governance experience; prior CEO and Vice Chairman of M&T; broad institutional knowledge.
- Risk management oversight; designated risk management expert; chairs MTB Risk Committee.
- Education: BA (Washington & Lee), MBA (Emory).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert E. Sadler, Jr. | 98,621 | <1% | Includes: 19,398 shares (Sadler Family Foundation; Sadler is trustee with voting/dispositive power), 29,770 shares owned by a close relative, and 31,295 shares in a grantor retained annuity trust (Sadler trustee); Sadler disclaims beneficial ownership except to extent of pecuniary interest. |
Additional governance policies:
- Director stock ownership guideline: at least 5x annual cash retainer; all directors are in compliance as of Feb 14, 2025.
- Anti-hedging and anti-pledging policy applies to directors and executive officers (limited exceptions require governance review).
Governance Assessment
- Board effectiveness: Sadler’s dual chair roles (Executive and Risk Committees) centralize critical oversight functions; his FRB “risk management expert” designation and prior CEO experience support robust risk governance in a heavily regulated bank. The Risk Committee met 16 times in 2024 with regular CRO reporting and joint sessions with Audit, indicating active oversight.
- Independence and engagement: The Board determined Sadler is independent; attendance standards were met and average attendance was ~96%.
- Alignment: Director compensation is a balanced cash/equity mix, with RSUs vesting after one year; Sadler also meets stock ownership guidelines, and beneficial ownership is disclosed with foundation and trust details.
- Compensation governance climate: 2024 say‑on‑pay passed with 94% support—an investor confidence signal towards compensation practices overseen by the C&HC Committee and the Board.
- Related‑party safeguards: Regulation O compliance, formal related‑party policy with N&G oversight, and bright-line NYSE tests applied to independence determinations.
RED FLAGS
- Very long tenure (26 years) can pose refreshment concerns; the Board highlights a mix of tenures and ongoing refreshment at committee level.
- Concentration of responsibilities (Executive and Risk Committee Chair) warrants attention from investors for appropriate checks and balances; mitigants include lead independent director and strong committee structures.
No pledging/hedging by Sadler is specifically disclosed; however, M&T’s policy restricts such practices with limited, governed exceptions.