Bank of New York Mellon Corp DEF 14A, filed Mar 1, 2023

Bank of New York Mellon Corp (BNY)

DEF 14A 2023-03-01

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Added on June 12, 2026

About this DEF 14A

Bank of New York Mellon Corp filed this DEF 14A on March 1, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12



☐		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


LETTER TO STOCKHOLDERS			1

NOTICE OF ANNUAL MEETING			2

INTRODUCTION			3

ITEM 1 – ELECTION OF DIRECTORS			10

Resolution			11

Nominees			12

Director Qualifications			18

Majority Voting Standard			19

Corporate Governance and Board Information			20

Our Corporate Governance Practices			20

Board Leadership Structure			29

Director Independence			29

Business Relationships and Related Party Transactions Policy			31

Oversight of Environmental, Social and Governance Matters			32

Oversight of Risk			37

Board Meetings and Committee Information			38

Compensation Consultants to the HRC Committee			43

Contacting the Board			43

Director Compensation			44

Overview			44

2022 Director Compensation Table			46

ITEM 2 – ADVISORY VOTE ON COMPENSATION			47

Resolution			48

Compensation Discussion & Analysis			49

Introduction			49

2022 Performance Highlights			56

Compensation of NEOs			57

Pay Practices			66

How We Address Risk and Control			71

Report of the HRC Committee			71

Executive Compensation Tables and Other Compensation Disclosures			72

2022 Summary Compensation Table			72

2022 Grants of Plan-Based Awards			74

2022 Outstanding Equity Awards at Fiscal Year-End			75

2022 Option Exercises and Stock Vested			76

2022 Pension Benefits			77

2022 Nonqualified Deferred Compensation			78

Potential Payments upon Termination or Change in Control			79


Pay Ratio			82

Pay Versus Performance			83

ITEM 3 – ADVISORY VOTE ON SAY-ON-PAY VOTE FREQUENCY			86

ITEM 4 – RATIFICATION OF KPMG LLP			87

Resolution			88

Report of the Audit Committee			89

Services Provided by KPMG LLP			90

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees			90

Other Services Provided by KPMG LLP			90

Pre-Approval Policy			90

ITEM 5 – APPROVAL OF THE 2023 LONG-TERM INCENTIVE PLAN			91

Resolution			92

Key Terms of the 2023 Long-Term Incentive Plan			93

Highlights of the 2023 LTIP			93

Key Terms of the 2023 LTIP			94

U.S. Federal Income Tax Consequences			96

New Plan Benefits			98

ITEM 6 – STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER RATIFICATION OF EXCESSIVE TERMINATION PAY			99

ADDITIONAL INFORMATION			103

Equity Compensation Plans			104

Information on Stock Ownership			105

Beneficial Ownership of Shares by Holders of More Than 5% of Outstanding Stock			105

Beneficial Ownership of Shares by Directors and Executive Officers			106

Delinquent Section 16(a) Reports			106

Annual Meeting Q&A			107

Other Information			111

Stockholder Proposals for 2024 Annual Meeting			111

How Our Board Solicits Proxies; Expenses of Solicitation			111

Householding			111

Other Business			112

Helpful Resources			113

ANNEX A: NON-GAAP RECONCILIATION			115

ANNEX B: 2023 LONG-TERM INCENTIVE PLAN			116




		Commonly Referenced Pages

		Director Nominees and Committee Membership		6

		Compensation Discussion & Analysis		49

		Corporate Governance and Board Information		20

		Nominees		12

		Director Qualifications		18

		Oversight of Environmental, Social and Governance Matters		32

		Oversight of Risk		37

		Pay Practices		66

		2022 Performance Highlights		56

		2022 Summary Compensation Table		72


AGENDA		BOARD RECOMMENDATION

1. To elect the 11 nominees named in this proxy statement to serve on our Board of Directors until the 2024 Annual Meeting		FOR each director nominee

2. To provide an advisory vote for approval of the 2022 compensation of our named executive officers, as disclosed in this proxy statement		FOR

3. To provide an advisory vote recommending the frequency with which we conduct a say-on-pay vote		FOR conducting the vote EVERY year

4. To ratify the appointment of KPMG LLP as our independent auditor for 2023		FOR

5. To approve the 2023 Long-Term Incentive Plan		FOR

6. To consider a stockholder proposal regarding stockholder ratification of certain executive severance payments, if properly presented		AGAINST


We will also act on any other business that is properly raised at the meeting. March 1, 2023 By Order of the Board of Directors, JAMES J. KILLERLANE III Corporate Secretary


	VIA THE INTERNET Visit the website listed on your proxy card	BY TELEPHONE Call the telephone number listed on your proxy card

	IN PERSON Attend the Annual Meeting (pre-registration required; see page 107 for more information)	BY MAIL Mail in a completed proxy card
	IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE.


		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 12, 2023: Our 2023 Proxy Statement and 2022 Annual Report to stockholders are available at https://www.bnymellon.com/us/en/investor-relations/overview.html. The Bank of New York Mellon Corporation uses the Securities and Exchange Commission rule permitting companies to furnish proxy materials to their stockholders on the Internet. In accordance with this rule, on or about March 1, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided to stockholders, which includes instructions on how to access our 2023 Proxy Statement and 2022 Annual Report online, and how to vote online for the 2023 Annual Stockholders Meeting. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.


Reported EPS		OEPS*

		* For a reconciliation and explanation of this Non-GAAP measure, see Annex A.


Robust Stockholder Rights	Active, Independent Board	Our Culture

• Annual election of directors • Special meeting rights for stockholders, individually or in a group, holding 20% of our outstanding common stock • Written consent rights that allow stockholders representing at least the minimum number of votes that would be necessary to take action at a meeting to take the action without formally meeting • Proxy access allows stockholders, individually or in a group of up to 20, holding 3% of our outstanding stock for at least 3 years, to nominate up to 20% of the Board • Majority voting in uncontested director elections (each director must be elected by a majority of votes cast) • A director who does not receive a majority of votes cast is required to tender his or her resignation upon certification of the vote • No supermajority voting: Stockholder actions require only a majority of votes cast (not a majority of shares present and entitled to vote) • No “poison pill” (stockholders’ rights plan)	• Independent board comprised solely of independent directors, other than our CEO, who meet in regular executive sessions • Strong independent board leadership: The roles of Chair and CEO currently are separate; if combined in the future, an independent Lead Director will be appointed by the independent directors • Our independent Chair may call a special meeting of the independent directors or full Board • Board succession and refreshment, led by the CGNSR Committee. Seven of the incumbent directors nominated for election at the 2023 Annual Meeting have been added to the Board in the last five years • High rate of attendance at Board and committee meetings, with average 2022 attendance of among incumbent directors of approximately 99% • To enhance alignment of director and stockholder interests, a substantial portion of director compensation is paid in equity, all of which is required to be retained until retirement • Board and committees have access to independent legal, financial and other advisors • Independent directors have unlimited access to company officers and employees • Committee reports on each committee’s activities are prepared and provided to the Board at each regular Board meeting to help ensure oversight and accountability	• Board oversight is a critical component of our risk-aware culture. We seek to protect against excessive risk-taking through multiple lines of defense • Our codes of conduct, which apply to all employees and directors, are rooted in our values (passion for excellence, integrity, strength in diversity, and courage to lead); promote honesty and accountability; and provide a framework for ethical conduct • Robust anti-hedging and anti-pledging policies prohibit executive officers and directors from engaging in hedging or pledging transactions with respect to company securities • Innovative and evolving education and talent development is made available at all levels. Our Board supports robust director orientation and continuing education programs for directors • Committed to a robust corporate governance framework, consistent with best practices, including the Commonsense Principles 2.0 and Business Roundtable’s Statement on the Purpose of a Corporation • Comprehensive Enterprise ESG strategy that includes active reporting by the company and oversight by the Board and its committees • The Enterprise ESG Report incorporates our Task Force on Climate-related Financial Disclosures (“TCFD”) framework-aligned disclosure



Program Feature		Practice

Balanced approach for incentive compensation		• PSU target incentive comprises 50% of target total incentive compensation for our CEO (unchanged from previous year) and 40% for our other NEOs (changed from 45% in previous year to better align with market practice) • RSU target incentive comprises 25% of target total incentive compensation for our CEO (unchanged from previous year) and 30% for our other NEOs (changed from 25% in previous year to better align with market practice) • Earnout on PSUs granted in 2021, 2022 and 2023 will be based on average company ROTCE and relative TSR (weighted 70% and 30%, respectively) over a three-year performance period to focus on revenue growth, expense discipline, credit risk management, prudent capital deployment, and profitability, and to reinforce alignment with stockholder interests; earnout on PSUs granted in 2020 was based on three-year average revenue growth and three-year average operating margin, each as adjusted

Directly link pay to performance		• Incentive compensation is earned on a combination of company and individual performance • Annual cash and RSU incentive awards are based on the corporate component metric, OEPS, which reinforces management’s focus on company-wide performance and organic earnings per share growth, through revenue growth, expense discipline, and prudent capital management • The individual modifier impacts the cash, RSU, and PSU incentive awards to permit greater differentiation based on individual performance and, if appropriate, business unit performance • Management’s focus on overall growth, efficiency, profitability, and alignment with stockholder interests is reinforced by earnout of PSU awards granted in 2021, 2022 and 2023 and earned based on average company ROTCE and relative TSR over a three-year performance period

Comprehensive risk assessment		• With the Chief Risk Officer, the HRC Committee annually assesses compensation plans to determine whether they are well-balanced and do not encourage imprudent risk-taking • The HRC Committee’s incentive compensation determinations include an individual risk assessment for each Executive Committee member to connect their compensation with appropriate levels of risk-taking • NEOs’ equity awards are subject to 100% forfeiture during, and clawback following, the vesting period. NEOs’ cash incentive awards are subject to 100% clawback within three years following the payment date. In each case, any forfeiture or clawback would be based on ongoing risk assessments under our comprehensive recoupment policies

Promote long-term stock ownership		• Deferred equity (PSUs and RSUs) comprises 75% of target total incentive compensation for our CEO and comprises 70% for our other NEOs • PSUs cliff vest after the end of the three-year performance period, and RSUs vest in equal annual installments over three years • Robust policies prohibit hedging and pledging of company stock and derivative securities • Our CEO must acquire and retain company stock equal to seven times base salary, and other NEOs must acquire and retain company stock equal to four times base salary


RESOLUTION		Page 11


NOMINEES		Page 12
Director Qualifications		Page 18
Majority Voting Standard		Page 19


CORPORATE GOVERNANCE AND BOARD INFORMATION		Page 20
Our Corporate Governance Practices		Page 20
Board Leadership Structure		Page 29
Director Independence		Page 29
Business Relationships and Related Party Transactions Policy		Page 31
Oversight of Environmental, Social and Governance Matters		Page 32
Oversight of Risk		Page 37
Board Meetings and Committee Information		Page 38
Compensation Consultants to the HRC Committee		Page 43
Contacting the Board		Page 43


DIRECTOR COMPENSATION		Page 44
Overview		Page 44
2022 Director Compensation Table		Page 46


• All 11 nominees currently serve on our Board and are standing for re-election. • 10 nominees are independent, and one nominee serves as the company’s President and CEO.
• The Board and its Corporate Governance, Nominating and Social Responsibility Committee (the “CGNSR Committee”) have concluded that each of our nominees should be recommended for re-nomination as a director after considering, among other factors, the nominee’s (1) professional background and experience, (2) senior level management and policy-making positions, (3) other public company board experience, (4) diversity, (5) prior BNY Mellon Board experience, (6) attendance and participation at Board meetings throughout such nominee’s tenure on the Board and (7) additional intangible attributes. Additional information regarding the Board’s director nomination process begins on page 23.				The Board recommends that you vote “FOR” each of the nominees described below.
• The nominees have skills and expertise in a wide range of areas, including financial services, asset management, private equity and M&A, technology and cybersecurity, accounting, financial regulation, government affairs, media and product development, operations, management of complex, global businesses and risk management. Information about each director nominee, including each nominee’s professional experience, skills, expertise and community contributions, is provided starting on page 12. • The nominees are able to devote the necessary time and effort to BNY Mellon matters.


Linda Z. Cook Age: 64 Independent Director since 2016 CEO of Harbour Energy plc Retired Executive Committee Member and Director of Royal Dutch Shell plc Committees: Audit, Corporate Governance, Nominating and Social Responsibility, Human Resources and Compensation (Chair) Other Current Public Company Board Service: Harbour Energy plc (LSE)

Ms. Cook serves as the CEO and a member of the Board of Harbour Energy plc, a global independent oil and gas company, since April 2021. She is also a Senior Advisor to EIG Global Energy Partners, an investment firm focused on the global energy industry. Prior to her service as CEO of Harbour Energy, Ms. Cook was employed with EIG, and most recently served as Partner, Managing Director and a member of EIG’s Executive Committee. Prior to joining EIG in 2014, Ms. Cook spent over 29 years with Royal Dutch Shell at various companies in the U.S., the Netherlands, the United Kingdom and Canada. At her retirement from Royal Dutch Shell, Ms. Cook was a member of the Executive Committee in the Netherlands headquarters and a member of the Board of Directors. Her primary executive responsibility was Shell’s global upstream Natural Gas business in addition to oversight for Shell’s global trading business, Shell Renewable Energy, and Shell’s Downstream R&D and Major Projects organizations. Ms. Cook previously was CEO of Shell Canada Limited, CEO of Shell Gas & Power and Executive VP of Finance, Strategy and HR for Shell’s global Exploration and Production business. In addition to the public company board service noted above, Ms. Cook chairs the Board of Directors of Maverick Natural Resources LLC, an oil and gas producer. She has previously served as Chairman of the Board of Chrysaor Holdings Limited, as well as on the Boards of Directors of KBR, Inc., The Boeing Company, Marathon Oil Corporation, Cargill Inc., Royal Dutch Shell plc, Royal Dutch Shell Petroleum Co. NV and Shell Canada Limited. Ms. Cook is also a member of the Society of Petroleum Engineers and is a Trustee of the University of Kansas Endowment Association. Ms. Cook earned a Bachelor of Science degree in Petroleum Engineering from the University of Kansas.

Skills and Expertise: • International business operations experience at a senior policy-making level of a large, complex company • Expertise in financing, operating and investing in companies • Extensive service on the boards of several large public companies in regulated industries


Joseph J. Echevarria Age: 66 Independent Director since 2015; Lead Director from 2016 through September 2019; Chair since September 2019 Retired CEO of Deloitte LLP Committees: Audit, Corporate Governance, Nominating and Social Responsibility, Finance (Chair) Other Current Public Company Board Service: Pfizer Inc., Unum Group, Xerox Corporation

Mr. Echevarria served as CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named CEO. In addition to the public company board service noted above, Mr. Echevarria currently serves as a Trustee and CEO of the University of Miami. Mr. Echevarria previously served as Chairman of President Obama’s My Brother’s Keeper Alliance and as a Member of the Private Export Council, the principal national advisory committee on international trade. Mr. Echevarria earned his bachelor’s degree in business administration from the University of Miami.

Skills and Expertise: • Leadership of a large, global company • Financial expert, with expertise in accounting, regulatory and compliance issues • Senior level policy-making experience in the field of professional services


M. Amy Gilliland Age: 48 Independent Director since 2021 President, General Dynamics Information Technology, a business unit of General Dynamics Corporation Committees: Audit, Human Resources and Compensation, Technology Other Current Public Company Board Service: None

Ms. Gilliland is president of General Dynamics Information Technology (“GDIT”), a business unit of General Dynamics Corporation. GDIT provides technology networks and systems and professional services for U.S. defense, intelligence, federal agency, and state and local government customers. Before being named president in September 2017, Ms. Gilliland served as GDIT’s deputy for operations and was responsible for all aspects of the company’s business operations. Ms. Gilliland joined General Dynamics in 2005 and has served in a variety of leadership roles, including senior vice president of human resources and administration, chief of staff for the chief executive officer and staff vice president of strategic planning, staff vice president of investor relations, and director of strategic planning. Prior to joining General Dynamics, Ms. Gilliland served in the U.S. Navy as a surface warfare and public affairs officer. Ms. Gilliland serves on the boards of the Northern Virginia Technology Council and the Economic Club of Washington. Ms. Gilliland earned a bachelor’s degree with distinction from the U.S. Naval Academy, a master’s degree from Cambridge University and a master’s degree in business administration from Georgetown University.

Skills and Expertise: • Expertise in Information Technology and cybersecurity • Experience in strategic planning and overseeing business combinations • Leadership experience in the operations of a global technology company


Jeffrey A. Goldstein Age: 67 Independent Director since 2014 Senior Advisor and member of the Investment Committee, Canapi Ventures; Advisor Emeritus, Hellman & Friedman LLC Committees: Finance, Human Resources and Compensation, Risk (Chair) Other Current Public Company Board Service: Fidelity National Information Services, Inc.

Mr. Goldstein is a Senior Advisor and member of the Investment Committee of Canapi Ventures, a venture capital fund specializing in financial technology companies, and an Advisor Emeritus at Hellman & Friedman LLC, a private equity firm. Mr. Goldstein was a Managing Director at Hellman & Friedman LLC from 2004 to 2009 and from 2011 to 2016 and a Senior Advisor from 2016 to 2019. He was Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury from 2009 to 2011. Mr. Goldstein worked at James D. Wolfensohn Inc. and successor firms for 15 years. When Wolfensohn & Co. was purchased by Bankers Trust in 1996, he served as co-chairman of BT Wolfensohn and as a member of Bankers Trust’s management committee. In 1999, Mr. Goldstein became a managing director of the World Bank. He also served as its Chief Financial Officer beginning in 2003. In July of 2009, President Barack Obama nominated Mr. Goldstein to be Under Secretary of the Treasury for Domestic Finance. In July 2011, Secretary of the Treasury Timothy F. Geithner awarded Mr. Goldstein with the Alexander Hamilton award, the Treasury Department’s highest honor for a presidential appointee. Earlier in his career, Mr. Goldstein taught economics at Princeton University and worked at the Brookings Institution. In addition to the public company board service noted above, Mr. Goldstein serves on the board of directors of Capitolis, Inc. and formerly served on the boards of directors of Westfield Corporation from 2016 to 2018 and Edelman Financial Services, LLC from 2015 to 2018. Mr. Goldstein also served on the Advisory Board of Promontory Financial Group, LLC from 2016 to 2021, and the Board of Trustees of Vassar College from 2003 to 2009 and 2011 to 2021. Mr. Goldstein earned a Bachelor of Arts degree from Vassar College and a Master of Arts, Master of Philosophy and a Ph.D. in economics from Yale University.

Skills and Expertise: • Experience in private equity • Expertise in the operations of large financial institutions • Experience in financial regulation and banking


K. Guru Gowrappan Age: 42 Independent Director since 2021 Former Chief Executive Officer of Verizon Media Group, the media division of Verizon Communications, Inc. Committees: Risk, Technology Other Current Public Company Board Service: None

Mr. Gowrappan served as CEO of Verizon Media Group, the media division of Verizon Communications, Inc., from October 2018 until September 2021, leading brands such as Yahoo! while serving a global audience of ~900 million monthly active users. He joined Verizon in April 2018 as President and Chief Operating Officer of Oath, Inc. From 2015 until joining Verizon in 2018, he held the position of Global Managing Director at the Alibaba Group, a multinational e-commerce company, where he focused on international expansion for key consumer and enterprise products. Mr. Gowrappan was previously Chief Operating Officer at Quixey, a mobile technology company, where he led the Product, Business and Marketing organizations. He was also previously Chief Operating Officer for Growth and Emerging Initiatives at Zynga Inc., where he helped guide the mobile game development company through its initial public offering process. Mr. Gowrappan currently serves on the boards of Biliti Electric Inc. and water.org, a global nonprofit focused on water and sanitation issues. Mr. Gowrappan earned an M.S. in Computer Science from the University of Southern California and completed the Business Bridge Program with the Tuck School of Business at Dartmouth College. He also holds a bachelor’s degree from the University of Madras in Chennai, India.

Skills and Expertise: • Expertise in the integration of digital and mobile technologies in advertising and media, including eCommerce, payments, monetization, social, content and gaming • Experience in corporate development and international business expansion • Leadership in the strategy and operations of a global technology company


Ralph Izzo Age: 65 Independent Director since 2020 Retired Chairman, President and Chief Executive Officer of Public Service Enterprise Group Incorporated Committees: Audit, Corporate Governance, Nominating and Social Responsibility (Chair), Human Resources and Compensation Other Current Public Company Board Service: Ovintiv Inc.

Mr. Izzo served as Chairman, President and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, from April 2007 until September 2022, and as Executive Chair of PSEG from September 2022 until December 2022. He was the company’s president and chief operating officer and a member of the board of directors from October 2006 until his appointment as Chairman, President and CEO. Previously, Mr. Izzo was president and chief operating officer of Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG. Since joining PSE&G in 1992, Mr. Izzo held several executive positions within the PSEG family of companies. In addition to his current public company board service, Mr. Izzo serves on the board of directors of TerraPower, a nuclear innovation company, and served on the board of The Williams Companies, Inc. from 2013 to 2016. Mr. Izzo currently serves as a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee, on the board of trustees of the Liberty Science Center, and on the boards of directors of The Community FoodBank of New Jersey and the New Jersey Performing Arts Center, for which he also serves on the Executive Committee. He previously served as the chair of the Nuclear Energy Institute and on the board of directors for the Edison Electric Institute, Nuclear Electric Insurance Limited, and the New Jersey Chamber of Commerce. Mr. Izzo is on the advisory board for the University of Pennsylvania’s School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, a member of the Board of Trustees of the Peddie School and Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, as well as a member of the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology, the Columbia University School of Engineering Board of Visitors and the CEO Action for Diversity and Inclusion. In addition, he is a former chair of the Rutgers University Board of Governors and the New Jersey Chamber of Commerce. Mr. Izzo received his Bachelor of Science and Master of Science degrees in mechanical engineering and his Doctor of Philosophy degree in mechanical engineering/applied physics from Columbia University. He also received a Master of Business Administration degree, with a concentration in finance, from the Rutgers Graduate School of Management.

Skills and Expertise: • Senior leadership of a publicly traded company • Experience in strategic planning, finance, risk management and operations of large, highly regulated companies • Expertise in science, technology and public policy


Sandie O’Connor Age: 56 Independent Director since 2021 Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co. Committees: Risk, Technology Other Current Public Company Board Service: Terex Corporation

Ms. O’Connor retired in 2019 as the Chief Regulatory Affairs Officer for JPMorgan Chase, where she set the firm’s comprehensive regulatory strategy and led engagement with G-20 policymakers. Prior to this role, Ms. O’Connor held several senior leadership positions at the firm since joining the company in 1988, including Global Treasurer and head of Prime Services, and was a member of the firm’s Executive Committee. She has also served on several public and private teams to support the integrity and efficiency of capital markets, including as Chair of the Federal Reserve Board’s Alternative Reference Rates Committee, and is a former member of the Treasury Markets Practices Group sponsored by the Federal Reserve Bank of New York. In addition to the public company board service noted above, Ms. O’Connor serves on the boards of Ripple and BNY Mellon Government Securities Services Corp. She is also the current chair of the board of directors of the YMCA of Greater NY and an advisory board member for PlanetFirst Partners, and serves on the FDIC Systemic Resolution Advisory Committee. Ms. O’Connor received a Bachelor of Science in Finance and International Business from New York University, Stern School of Business.

Skills and Expertise: • Senior leadership of a publicly traded, large global financial institution • Expertise in risk management, financial regulation and policy development, and strategic planning • Expertise in capital markets, balance sheet management and banking


Elizabeth E. Robinson Age: 54 Independent Director since 2016 Retired Global Treasurer of The Goldman Sachs Group, Inc. Committees: Finance, Risk, Technology Other Current Public Company Board Service: The Travelers Companies, Inc.

Ms. Robinson served as Global Treasurer, Partner and Managing Director of The Goldman Sachs Group, Inc., the global financial services company, from 2005 to 2015. Prior to that, Ms. Robinson served in the Financial Institutions Group within the Investment Banking Division of Goldman Sachs. In addition to the public company board service noted above, Ms. Robinson serves on the Board of Directors of Russell Reynolds Associates and is the non-executive chair of the board of directors of BNY Mellon Government Securities Services Corp. Ms. Robinson chairs the board of trustees of Williams College and serves on the boards of trustees for St. Luke’s University Health Network, Blair Academy, and Every Mother Counts. She was, until August 2016, a director of Goldman Sachs Bank USA. Ms. Robinson received a Bachelor of Arts degree from Williams College and an MBA from Columbia University.

Skills and Expertise: • Experience in finance and risk management • Experience in financial regulation and banking • Leadership in the operations of a large global financial institution


Frederick O. Terrell Age: 68 Independent Director since 2020 Senior Advisor, Centerbridge Partners, L.P. and former Executive Vice Chairman, Investment Banking and Capital Markets, Credit Suisse Committees: Audit (Chair), Human Resources and Compensation Other Current Public Company Board Service: Paramount (f/k/a ViacomCBS Inc.)

Mr. Terrell is a Senior Advisor with Centerbridge Partners, L.P., a multi-strategy private investment management firm. Mr. Terrell is a former Executive Vice Chairman of Investment Banking and Capital Markets at Credit Suisse, the global investment bank, where he later served as Senior Advisor, from January 2018 to November 2018. From June 2010 to December 2017, Mr. Terrell served as Vice Chairman of Investment Banking and Capital Markets at Credit Suisse. In this capacity he was responsible for the Bank’s global relationships with some of its largest clients. Mr. Terrell was a member of Credit Suisse’s Investment Banking Committee, its Managing Director Promotion Committee and the Board of Trustees of the Credit Suisse Americas Foundation. He began his career as an Associate with The First Boston Corporation in 1983. From 1997 to 2008, he was Founder and Managing Partner of Provender Capital Group, LLC, which made private equity investments in emerging growth-oriented companies. In addition to his public company board service noted above, Mr. Terrell is a member of the Investment Committee of the Rockefeller Foundation and serves on the board of trustees of the Kaiser Family Foundation. He is a former member of the Board of Directors of the New York Life Insurance Company, Wellchoice, Inc. (formerly Empire Blue Cross Blue Shield), Carver Bancorp Inc., where he served as Chairman of the Board, and Vroom, Inc. He currently is a member of the Board of Directors of Mobility Capital Finance Inc., the Partnership Fund for New York City, Planet Word Museum, and a member of the Economic Club of New York and the Council on Foreign Relations. He is a former member of the University Council of Yale University and Board of Advisors for the Yale School of Management and Chairman of the Board of the Coro Foundation, New York Leadership Center. Mr. Terrell earned his BA degree from La Verne College, an MA degree from Occidental College and his MBA from the Yale School of Management. Mr. Terrell is a former Coro Foundation Fellow.

Skills and Expertise: • Expertise in banking, finance and corporate strategy • Leadership in the business of a large global financial institution • Experience in advising on corporate strategy and complex transactions


Robin A. Vince Age: 51 Management Director since 2022 President and Chief Executive Officer of The Bank of New York Mellon Corporation Committees: None Other Current Public Company Board Service: None

Mr. Vince has served as President and CEO of BNY Mellon since September 2022, and was President and CEO-elect from March 2022 until August 2022. Previously, he was Vice Chair of BNY Mellon and CEO of Global Market Infrastructure. In that role, he oversaw BNY Mellon’s Clearance and Collateral Management, Treasury Services, Markets and Execution Services and Pershing businesses. Prior to joining BNY Mellon in October 2020, Mr. Vince was the Chief Risk Officer of Goldman Sachs and a member of the Management Committee. He joined Goldman Sachs in 1994 and held many leadership roles, including Treasurer, Head of Operations, Head of Global Money Markets, COO of the EMEA region and CEO of Goldman Sachs International Bank, among others. Mr. Vince served on several key subsidiary boards and governance committees. He was named managing director in 2002 and partner in 2006. Mr. Vince is a member of National Geographic Society’s Hubbard Council and serves on the Board of Advisors of The Hospital for Special Surgery. He holds a B.A. from the University of Nottingham.

Skills and Expertise: • Knowledge of the company’s businesses and operations • Experience in banking, risk management and financial regulation • Experience in the operations of a large financial institution


Alfred W. “Al” Zollar Age: 68 Independent Director since 2019 Executive Advisor at Siris Capital Group, LLC Committees: Risk, Technology (Chair) Other Current Public Company Board Service: International Business Machines Corporation, Nasdaq, Inc., Public Service Enterprise Group Incorporated

Mr. Zollar has served as an Executive Advisor at Siris Capital Group, LLC, a private equity firm specializing in value-oriented mid-market tech buyout investments, since March 2021. Mr. Zollar served as an Executive Partner from February 2014 to March 2021. Prior to that, Mr. Zollar held various senior management positions at IBM Corporation during his 34-year career at that company, including most recently as General Manager of IBM Tivoli Software. In addition to the public company board service noted above, Mr. Zollar currently serves as a board member of Constant Contact, Inc., GCOM, LLC and International Data Group, Inc. Mr. Zollar previously served as a Director of The Chubb Corporation from 2001 until 2016 and of Red Hat, Inc. from 2018 until 2019. Mr. Zollar is also a Harvard Fellow from the 2011 cohort of the Advanced Leadership Initiative at Harvard University, a member of the Executive Leadership Council and a lifetime member of the National Society of Black Engineers. Mr. Zollar serves on the boards of the non-profits EL Education, Eagle Academy Foundation and U.C. San Diego Foundation. Mr. Zollar earned his master’s degree in applied mathematics from the University of California, San Diego.

Skills and Expertise: • Experience in private equity and financing, operating and investing in companies • Technology and information management expertise • Extensive service on the boards of several large public companies



		ITEM 1. ELECTION OF DIRECTORS		> Corporate Governance and Board Information


Entity		Primary Responsibilities for DEI Efforts

HRC Committee of the Board		• Consists of independent directors. • Oversees our programs for DEI.

Executive Committee		• Sets goals to improve workforce diversity, with particular emphasis on diversifying our senior management ranks. Executive Committee member bonuses and incentives are informed by performance against goals that include specific DEI goals. Executive ownership and accountability of DEI outcomes sustains the company’s focus on gender equality and improving ethnic and racial representation in our U.S. workforce.

Global DEI Team		• Global DEI Team: Our Office of Global DEI has appointed a global head and regional leads in the Americas. These dedicated experts partner with our business leaders and employees, and engage stakeholders—including clients, investors and regulators—to drive our DEI strategy and accelerate DEI progress within financial services and across industries.

Employee/Business Resource Groups (E/BRGs)		• Our E/BRG members drive our DEI strategy across business lines and regions, engaging employees globally as DEI champions and brand ambassadors. These groups provide our employees with opportunities to share, collaborate and support one another through shared interests, common attributes and cultural heritage. They offer mentoring and reverse mentoring programs; professional development workshops; leadership skill-building and cross-border teaming; volunteering and pro bono opportunities; and other activities that can raise an employee’s visibility, enhance professional capability and capacity, and build trusted working relationships with global colleagues, clients and partners.


Entity		Primary Responsibilities for Risk Management

Risk Committee of the Board, comprised entirely of independent directors		• Review and approval of significant enterprise-wide risk management policies and associated risk management frameworks of the company. • Review and approval of the company’s risk appetite statement on an annual basis, and approval of any material amendment to the statement. • Review of significant risk exposures and the steps management has taken to identify, measure, monitor, control and report such exposures, including risks such as credit, market, liquidity, operational (including fiduciary and technology risks), strategic and model risks and risks associated with incentive compensation plans. • Evaluation of risk exposure and tolerance. • Review and evaluation of the company’s practices with respect to risk assessment and risk management. • Review, with respect to risk management and compliance, of (1) issues identified by the company’s Risk and Compliance department and the Internal Audit department (“Internal Audit”), and management’s responses and follow-ups, (2) significant examination reports and associated matters identified by regulatory authorities and management’s responses. • Review the Risk and Compliance department’s scope of work and its planned activities.

Audit Committee of the Board, comprised entirely of independent directors		• Review and discussion of policies with respect to risk assessment and risk management. • Oversight responsibility with respect to the integrity of our company’s financial reporting and systems of internal controls regarding finance and accounting, as well as our financial statements. • Coordinate with the Risk Committee so that each Committee has received and, when appropriate, discussed the information necessary to fulfill each Committee’s respective responsibilities and duties with respect to areas of common interest (including, among other matters, the company’s methods for identifying and managing risks). • Review of periodic reports regarding corporate-wide compliance with laws and regulations. • Review of any items escalated by the Risk Committee that have significant financial statement impact or require significant financial statement/regulatory disclosures. • Review processes for managing and assessing risk through the Risk Committee and management-level risk committees.


Entity		Primary Responsibilities for Risk Management

Management		• Chief Risk Officer: Implement an effective risk management framework and daily oversight of risk. • Internal Audit: Provide reliable and timely information to our Board and management regarding our company’s effectiveness in identifying and appropriately controlling risks. • Senior Risk and Control Committee: Review significant risk events, emerging risks and drivers of risk. Serve as the most senior management-level risk governance body at the company, and review on an ongoing basis the top risks. Provide oversight for all risk management, compliance and ethics activities and processes, including the risk framework.


				Members and Financial Expert. The Committee consists entirely of directors who meet the independence requirements of listing standards of the NYSE, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”). All members are financially literate within the meaning of the NYSE listing standards as interpreted by our Board and are outside directors, independent of management, and are not large customers of the company, under the FDIC’s rules and regulations. Our Board has determined that (i) each of Ms. Gilliland and Messrs. Echevarria, Izzo and Terrell satisfy the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, based upon their experience actively supervising a principal accounting or financial officer or public accountant, (ii) each of Messrs. Echevarria, Izzo and Terrell has “banking or financial management expertise” as set out in the FDIC’s rules and regulations, and (iii) each of Mses. Cook and Gilliland and Messrs. Echevarria, Izzo and Terrell has accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board.


Corporate Governance, Nominating and Social Responsibility Committee 3 Independent Members 5 Meetings in 2022				Ralph Izzo (Chair), Linda Z. Cook, Joseph J. Echevarria Corporate Governance Matters. As further described on page 23, the CGNSR Committee assists our Board in identifying, reviewing and recommending individuals qualified to become Board members. The Committee periodically considers the size of our Board and recommends changes to the size as warranted and is also responsible for developing and recommending to our Board changes to our Corporate Governance Guidelines from time to time as may be appropriate. In addition, the Committee oversees the evaluation process of our Board and its committees, reviews the structure and responsibilities of the Board’s committees and annually considers committee assignments, recommending changes to those assignments as necessary. Oversight of Director Compensation and Benefits. The Committee reviews non-employee director compensation on an annual basis and makes recommendations to our Board on appropriate compensation, and is responsible for approving compensation arrangements for non-employee members of the Boards of our significant subsidiaries. ESG and Corporate Social Responsibility. The Committee promotes a culture that emphasizes and sets high standards for corporate citizenship and reviews corporate performance against those standards. The Committee is responsible for the oversight of the company’s significant ESG program and initiatives, including Enterprise ESG strategy and governance, review and oversight of the annual Enterprise ESG Report, strategic philanthropy and employee community involvement, public policy and advocacy (including lobbying and political contributions), environmental sustainability and management, supply chain ESG considerations, and significant reporting related to such matters. The Committee also provides oversight for the company’s compliance with the Community Reinvestment Act and Fair Lending laws and considers the impact of the company’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of stockholders, clients, suppliers, employees, communities and regulators. For additional information regarding the company’s commitment to ESG and corporate social responsibility and recent initiatives, see “Oversight of Environmental, Social and Governance Matters” on page 32 and “Helpful Resources” on page 113.


Finance Committee 3 Independent Members 8 Meetings in 2022				Joseph J. Echevarria (Chair), Jeffrey A. Goldstein, Elizabeth E. Robinson The Finance Committee assists the Board in fulfilling its responsibilities with respect to the monitoring and oversight of the company’s financial resources and strategies. The Committee’s responsibilities and duties include reviewing the company’s capital structure, annual capital plan, capital raising and capital distributions as well as the financial aspects of our recovery and resolution plans. In addition, the Committee is responsible for approving and recommending to our Board our annual capital plan submission to the applicable regulators as well as our capital management policy.


Human Resources and Compensation Committee 5 Independent Members 7 Meetings in 2022				Linda Z. Cook (Chair), M. Amy Gilliland, Jeffrey A. Goldstein, Ralph Izzo, Frederick O. Terrell Compensation and Benefits. The HRC Committee is generally responsible for overseeing our employee compensation and benefit policies and programs, our management development and succession programs, the development and oversight of a succession plan for the CEO position and our DEI programs. The Committee also administers and makes equity and/or cash awards under plans adopted for the benefit of our employees to the extent required or permitted by the terms of these plans, establishes any related performance goals and determines whether and the extent to which these goals have been attained. The Committee also evaluates and approves the total compensation of the CEO and all other executive officers and makes recommendations concerning equity-based plans, which recommendations are subject to the approval of our entire Board. The Committee also oversees certain retirement plans that we sponsor. CEO Compensation. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO, reviews his performance in light of those goals and objectives, and determines and approves his compensation on the basis of its evaluation. With respect to the performance evaluation and compensation decisions regarding our CEO, the Committee reports its preliminary conclusions to the other independent directors of our full Board in executive session and solicits their input prior to finalizing its decisions. Executive Compensation. The Committee establishes the compensation of executive officers, oversees executive compensation and reviews the appointment, promotion, performance and potential of senior managers of the company. Delegated Authority. The Committee has delegated to our CEO the responsibility for granting equity awards to certain employees, other than to himself or to our executive committee members, who are eligible to receive grants under our 2019 Long-Term Incentive Plan (“LTIP”). This delegated authority extends to both annual equity awards and equity awards granted outside of the annual awards process (“off-cycle awards”). Our CEO’s delegated authority is subject to certain limitations, including the aggregate shares represented by plan awards that may be granted to any one individual in any calendar year (100,000, to any one individual, with a maximum of 1,000,000 aggregate shares represented by plan awards for off-cycle awards in any calendar year). The Committee has also delegated authority to our Global Head of Human Resources to make off-cycle grants to certain employees other than herself and executive committee members with a value of less than $250,000 (subject to the same limitations as the CEO’s delegated authority). In addition, the Committee may delegate limited authority to our CEO to grant awards under the LTIP beyond these limits in connection with specific acquisitions or similar transactions.


				Management Involvement. Our management provides information and recommendations for the Committee’s decision-making process regarding the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his or her own compensation. The “Compensation Discussion & Analysis” starting on page 49 discusses the role of our CEO in determining or recommending the amount and form of executive compensation. In addition, we address the respective roles of our management, its advisors and the Committee’s independent outside compensation advisor in determining and recommending executive compensation on page 66.


Risk Committee 5 Independent Members 5 Meetings in 2022				Jeffrey A. Goldstein (Chair), K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson, Alfred W. “Al” Zollar See “Oversight of Risk” on page 37 above for a discussion of the Risk Committee’s duties and responsibilities, which include: (1) review and approval of significant enterprise-wide risk management policies and associated risk management frameworks; (2) review and approval of the company’s risk appetite statement; (3) review of significant risk exposures; (4) evaluation of risk exposure and tolerance; (5) review and evaluation of the company’s practices with respect to risk assessment and risk management; and (6) review, with respect to risk management and compliance, of certain significant management and/or regulatory reports. Our Board has determined that Mr. Goldstein satisfies the independence requirements to serve as Chair of the Risk Committee set out in the Board of Governors of the Federal Reserve System rules and has experience in identifying, assessing and managing risk exposures of large, complex financial firms based upon his senior leadership experience at a number of financial institutions.

Technology Committee 5 Independent Members 5 Meetings in 2022				Alfred W. “Al” Zollar (Chair), M. Amy Gilliland, K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson Technology Planning and Strategy. The Technology Committee is responsible for reviewing and approving the company’s technology planning and strategy, reviewing significant technology investments and expenditures, and monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends. The Committee receives reports from management concerning the company’s technology and approves related policies or recommends such policies to the Board for approval, as appropriate. The Committee also reviews risks associated with technology. For example, in addition to the cybersecurity program update that is provided to the full Board on an annual basis, the Technology Committee is regularly apprised of information security and cybersecurity matters through periodic and as-needed reporting from management.


Type of Retainer	Amount of Retainer


Annual Board Membership		$110,000


Independent Chair		$150,000


Audit or Risk Committee Membership		$ 15,000


HRC Committee Chair		$ 25,000


Audit Committee Chair*		$ 30,000


Risk Committee Chair*		$ 30,000


CGNSR Committee Chair		$ 20,000


Finance Committee Chair		$ 20,000


Technology Committee Chair		$ 20,000


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽³⁾			Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)⁽⁴⁾			Total ($)

Linda Z. Cook		$	150,000		$	185,000		—			—		$	335,000

Joseph J. Echevarria⁽¹⁾		$	295,000		$	185,000		—			—		$	480,000

M. Amy Gilliland		$	125,000		$	185,000		—			—		$	310,000

Jeffrey A. Goldstein⁽¹⁾		$	155,000		$	185,000		—			—		$	340,000

K. Guru Gowrappan⁽¹⁾		$	125,000		$	185,000		—			—		$	310,000

Ralph Izzo⁽¹⁾		$	145,000		$	185,000		—			—		$	330,000

Edmund F. “Ted” Kelly⁽²⁾		$	62,500			—		—			—		$	62,500

Sandie O’Connor⁽¹⁾		$	125,000		$	185,000		—		$	25,000		$	335,000

Elizabeth E. Robinson⁽¹⁾		$	125,000		$	185,000		—		$	125,000		$	435,000

Samuel C. Scott III⁽²⁾		$	62,500			—		—		$	602		$	63,102

Frederick O. Terrell		$	155,000		$	185,000		—			—		$	340,000

Alfred W. “Al” Zollar		$	145,000		$	185,000		—			—		$	330,000


RESOLUTION			Page 48


COMPENSATION DISCUSSION & ANALYSIS			Page 49
Introduction			Page 49
2022 Performance Highlights			Page 56
Compensation of NEOs			Page 57
Pay Practices			Page 66
How We Address Risk and Control			Page 71
Report of the HRC Committee			Page 71


EXECUTIVE COMPENSATION TABLES AND OTHER COMPENSATION DISCLOSURES			Page 72
2022 Summary Compensation Table			Page 72
2022 Grants of Plan-Based Awards			Page 74
2022 Outstanding Equity Awards at Fiscal Year-End			Page 75
2022 Option Exercises and Stock Vested			Page 76
2022 Pension Benefits			Page 77
2022 Nonqualified Deferred Compensation			Page 78
Potential Payments upon Termination or Change in Control			Page 79
Pay Ratio			Page 82
Pay Versus Performance			Page 83



		ITEM 2. ADVISORY VOTE ON COMPENSATION		> Compensation Discussion & Analysis