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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table


Year		Summary Compensation Table Total for René F. Jones¹ ($)				Compensation Actually Paid to René F. Jones¹,²,³ ($)				Average Summary Compensation Table Total for Non-PEO NEOs 1 ($)				Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($)				Value of Initial Fixed $100 Investment based on: 4								Net Income ($ Millions)				Return on Tangible Common Equity 5
Year		Summary Compensation Table Total for René F. Jones¹ ($)				Compensation Actually Paid to René F. Jones¹,²,³ ($)												TSR ($)				Peer Group TSR ($)				Net Income ($ Millions)				Return on Tangible Common Equity 5
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)
2023			9,385,557				9,677,118				3,852,702				3,883,837				92.38				96.65				2,741				17.6	%
2022			8,815,707				8,747,318				4,052,188				4,106,681				93.94				97.52				1,992				16.7	%
2021			6,868,174				9,143,656				3,554,911				4,583,251				96.83				124.06				1,859				16.8	%
2020			5,532,007				3,876,327				3,254,389				2,358,820				77.91				89.69				1,353				12.8	%

1.

Mr. Jones was our PEO for each year presented. The individuals comprising the

non-PEO

NEOs for each year presented are listed below.


2020—2021		2022		2023
Darren J. King		Darren J. King		Daryl Bible
Richard S. Gold		Richard S. Gold		Darren J. King
Kevin J. Pearson		Kevin J. Pearson		Kevin J. Pearson
Doris P. Meister		Christopher E. Kay		Christopher E. Kay
				Doris P. Meister

2.

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation

S-K

and do not reflect compensation actually earned, realized, or received by M&T’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.


Year		Summary Compensation Table Total for René F. Jones ($)				Exclusion of Change in Pension Value for René F. Jones ($)				Exclusion of Stock Awards and Option Awards for René F. Jones ($)				Inclusion of Pension Service Cost for René F. Jones ($)				Inclusion of Equity Values for René F. Jones ($)				Compensation Actually Paid to René F. Jones ($)
2023			9,385,557				(11,982	)			(6,000,130	)			—				6,303,673				9,677,118
2022			8,815,707				—				(5,300,278	)			—				5,231,889				8,747,318
2021			6,868,174				—				(4,250,256	)			—				6,525,738				9,143,656
2020			5,532,007				(66,115	)			(3,550,087	)			—				1,960,522				3,876,327


Year		Average Summary Compensation Table Total for Non-PEO NEOs ($)				Average Exclusion of Change in Pension Value for Non-PEO NEOs ($)				Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)				Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)				Average Inclusion of Equity Values for Non-PEO NEOs ($)				Average Compensation Actually Paid to Non-PEO NEOs ($)
2023			3,852,702				(33,416	)			(2,045,257	)			15,680				2,094,128				3,883,837
2022			4,052,188				—				(1,875,129	)			50,522				1,879,100				4,106,681
2021			3,554,911				(44,980	)			(1,794,940	)			51,600				2,816,660				4,583,251
2020			3,254,389				(186,823	)			(1,697,711	)			44,846				944,119				2,358,820

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year		Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for René F. Jones ($)				Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for René F. Jones ($)				Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for René F. Jones ($)				Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for René F. Jones ($)				Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for René F. Jones ($)				Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for René F. Jones ($)				Total - Inclusion of Equity Values for René F. Jones ($)
2023			5,237,834				(110,045	)			—				1,175,884				—				—				6,303,673
2022			4,560,864				(10,132	)			—				681,157				—				—				5,231,889
2021			5,243,324				912,355				—				370,059				—				—				6,525,738
2020			2,537,896				(542,301	)			—				(35,073	)			—				—				1,960,522


Year		Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)				Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($)				Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)				Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($)				Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)				Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)				Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2023			1,848,301				(53,473	)			—				299,300				—				—				2,094,128
2022			1,613,539				(8,580	)			—				274,141				—				—				1,879,100
2021			2,214,324				429,158				—				173,178				—				—				2,816,660
2020			1,221,813				(259,702	)			—				(17,992	)			—				—				944,119

4.

The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation

S-K

included in our Annual Report on Form

10-K

for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the KBW NASDAQ Bank Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance.

5.

We determined Return on Tangible Common Equity (ROTCE) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and

Non-PEO

NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. ROTCE is computed by dividing net operating income available to common equity by average tangible common equity. Net operating income available to common equity is computed by taking net income available to common equity and adding back the

after-tax

effect of the amortization of core deposit and other intangible assets, adding back the

after-tax

effects of merger-related expenses, and subtracting the

after-tax

effects of merger-related gains. Average tangible common equity is computed by taking average common equity for the applicable period and subtracting average goodwill and average core deposit and other intangible assets (net of any related average deferred tax amounts). The C&HC Committee and management use these

non-GAAP

financial measures as they believe they better reflect the impact of acquisition activity in reported results. See

Appendix A

for a reconciliation of GAAP amounts with these corresponding

non-GAAP

amounts.

Company Selected Measure Name

Return on Tangible Common Equity (ROTCE)

Named Executive Officers, Footnote

1.

Mr. Jones was our PEO for each year presented. The individuals comprising the

non-PEO

NEOs for each year presented are listed below.


2020—2021		2022		2023
Darren J. King		Darren J. King		Daryl Bible
Richard S. Gold		Richard S. Gold		Darren J. King
Kevin J. Pearson		Kevin J. Pearson		Kevin J. Pearson
Doris P. Meister		Christopher E. Kay		Christopher E. Kay
				Doris P. Meister

Peer Group Issuers, Footnote

The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation

S-K

included in our Annual Report on Form

10-K

for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the KBW NASDAQ Bank Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance.

PEO Total Compensation Amount

$ 9,385,557

$ 8,815,707

$ 6,868,174

$ 5,532,007

PEO Actually Paid Compensation Amount

$ 9,677,118

8,747,318

9,143,656

3,876,327

Adjustment To PEO Compensation, Footnote

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.


Year		Summary Compensation Table Total for René F. Jones ($)				Exclusion of Change in Pension Value for René F. Jones ($)				Exclusion of Stock Awards and Option Awards for René F. Jones ($)				Inclusion of Pension Service Cost for René F. Jones ($)				Inclusion of Equity Values for René F. Jones ($)				Compensation Actually Paid to René F. Jones ($)
2023			9,385,557				(11,982	)			(6,000,130	)			—				6,303,673				9,677,118
2022			8,815,707				—				(5,300,278	)			—				5,231,889				8,747,318
2021			6,868,174				—				(4,250,256	)			—				6,525,738				9,143,656
2020			5,532,007				(66,115	)			(3,550,087	)			—				1,960,522				3,876,327


Year		Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for René F. Jones ($)				Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for René F. Jones ($)				Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for René F. Jones ($)				Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for René F. Jones ($)				Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for René F. Jones ($)				Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for René F. Jones ($)				Total - Inclusion of Equity Values for René F. Jones ($)
2023			5,237,834				(110,045	)			—				1,175,884				—				—				6,303,673
2022			4,560,864				(10,132	)			—				681,157				—				—				5,231,889
2021			5,243,324				912,355				—				370,059				—				—				6,525,738
2020			2,537,896				(542,301	)			—				(35,073	)			—				—				1,960,522

Non-PEO NEO Average Total Compensation Amount

$ 3,852,702

4,052,188

3,554,911

3,254,389

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,883,837

4,106,681

4,583,251

2,358,820

Adjustment to Non-PEO NEO Compensation Footnote

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.


Year		Average Summary Compensation Table Total for Non-PEO NEOs ($)				Average Exclusion of Change in Pension Value for Non-PEO NEOs ($)				Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)				Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)				Average Inclusion of Equity Values for Non-PEO NEOs ($)				Average Compensation Actually Paid to Non-PEO NEOs ($)
2023			3,852,702				(33,416	)			(2,045,257	)			15,680				2,094,128				3,883,837
2022			4,052,188				—				(1,875,129	)			50,522				1,879,100				4,106,681
2021			3,554,911				(44,980	)			(1,794,940	)			51,600				2,816,660				4,583,251
2020			3,254,389				(186,823	)			(1,697,711	)			44,846				944,119				2,358,820


Year		Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)				Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($)				Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)				Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($)				Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)				Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)				Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2023			1,848,301				(53,473	)			—				299,300				—				—				2,094,128
2022			1,613,539				(8,580	)			—				274,141				—				—				1,879,100
2021			2,214,324				429,158				—				173,178				—				—				2,816,660
2020			1,221,813				(259,702	)			—				(17,992	)			—				—				944,119

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and KBW NASDAQ Bank Index TSR

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the company’s cumulative TSR, and the TSR of the KBW NASDAQ Bank Index over the four most recently completed fisca

l years.

Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

The fo

llowing chart sets forth the relationship between Compensation Actually Paid to our PEO,

the

Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and ROTCE

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our ROTCE during the four most recently completed fiscal years. See

Appendix A

for a reconciliation of GAAP amounts with these corresponding

non-GAAP

amounts

.

Total Shareholder Return Vs Peer Group

Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and KBW NASDAQ Bank Index TSR

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the company’s cumulative TSR, and the TSR of the KBW NASDAQ Bank Index over the four most recently completed fisca

l years.

Tabular List, Table

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to company performance. The measures in this table are not ranked.

Net Operating Income

Earnings Per Share

Return on Tangible Common Equity

Total Shareholder Return Amount

$ 92.38

93.94

96.83

77.91

Peer Group Total Shareholder Return Amount

96.65

97.52

124.06

89.69

Net Income (Loss)

$ 2,741,000,000

$ 1,992,000,000

$ 1,859,000,000

$ 1,353,000,000

Company Selected Measure Amount

0.176

0.167

0.168

0.128

René F. Jones

Pay vs Performance Disclosure

Net Operating Income

Pay vs Performance Disclosure

Earnings Per Share

Pay vs Performance Disclosure

Return on Tangible Common Equity

Non-GAAP Measure Description

We determined Return on Tangible Common Equity (ROTCE) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and

Non-PEO

NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. ROTCE is computed by dividing net operating income available to common equity by average tangible common equity. Net operating income available to common equity is computed by taking net income available to common equity and adding back the

after-tax

effect of the amortization of core deposit and other intangible assets, adding back the

after-tax

effects of merger-related expenses, and subtracting the

after-tax

effects of merger-related gains. Average tangible common equity is computed by taking average common equity for the applicable period and subtracting average goodwill and average core deposit and other intangible assets (net of any related average deferred tax amounts). The C&HC Committee and management use these

non-GAAP

financial measures as they believe they better reflect the impact of acquisition activity in reported results. See

Appendix A

for a reconciliation of GAAP amounts with these corresponding

non-GAAP

amounts.

PEO | Change In Pension Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (11,982)

$ 0

$ 0

$ (66,115)

PEO | Stock Awards and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(6,000,130)

(5,300,278)

(4,250,256)

(3,550,087)

PEO | Pension Service Cost [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Equity Values [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,303,673

5,231,889

6,525,738

1,960,522

PEO | Year End Fair Value of Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

5,237,834

4,560,864

5,243,324

2,537,896

PEO | Change in Fair Value of Unvested Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(110,045)

(10,132)

912,355

(542,301)

PEO | VestingDate Fair Value of Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Change in Fair Value to Vesting Date of Unvested Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,175,884

681,157

370,059

(35,073)

PEO | Fair Value of Equity Awards Forfeited [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Value of Dividends or Other Earnings Paid on Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Change In Pension Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(33,416)

0

(44,980)

(186,823)

Non-PEO NEO | Stock Awards and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,045,257)

(1,875,129)

(1,794,940)

(1,697,711)

Non-PEO NEO | Pension Service Cost [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

15,680

50,522

51,600

44,846

Non-PEO NEO | Equity Values [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,094,128

1,879,100

2,816,660

944,119

Non-PEO NEO | Year End Fair Value of Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,848,301

1,613,539

2,214,324

1,221,813

Non-PEO NEO | Change in Fair Value of Unvested Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(53,473)

(8,580)

429,158

(259,702)

Non-PEO NEO | VestingDate Fair Value of Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Change in Fair Value to Vesting Date of Unvested Equity Awards Granted [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

299,300

274,141

173,178

(17,992)

Non-PEO NEO | Fair Value of Equity Awards Forfeited [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Value of Dividends or Other Earnings Paid on Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0