Bank of New York Mellon Corp DEF 14A, filed Feb 29, 2024

About this DEF 14A

Bank of New York Mellon Corp (BNY)

DEF 14A 2024-02-29 For: 2024-04-09

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Added on June 12, 2026

• Ten nominees currently serve on our Board and are standing for re-election, and the Board has recommended one director nominee who does not currently serve on our Board.

• Ten 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 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 characteristics, (5) additional intangible attributes and, in the case of the incumbent directors, such nominee’s (6) prior BNY Mellon Board experience, and (7) attendance and participation at Board meetings throughout such nominee’s tenure on the Board. 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.

Bank of New York Mellon Corp filed this DEF 14A on February 29, 2024.

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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			30

Director Independence			30

Business Relationships and Related Party Transactions Policy			32

Our Approach to Sustainability			34

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

2023 Director Compensation Table			46

ITEM 2 – ADVISORY VOTE ON COMPENSATION			47

Resolution			48

Compensation Discussion & Analysis			49

Introduction			49

Compensation of NEOs			55

Pay Practices			69

How We Address Risk and Control			75

Report of the HRC Committee			76

Executive Compensation Tables and Other Compensation Disclosures			77

2023 Summary Compensation Table			77

2023 Grants of Plan-Based Awards			79

2023 Outstanding Equity Awards at Fiscal Year-End			80

2023 Option Exercises and Stock Vested			82

2023 Pension Benefits			83

2023 Nonqualified Deferred Compensation			83

Potential Payments upon Termination or Change in Control			84

Pay Ratio			88

Pay Versus Performance			89


ITEM 3 – RATIFICATION OF KPMG LLP			92

Resolution			93

Report of the Audit Committee			94

Services Provided by KPMG LLP			95

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees			95

Other Services Provided by KPMG LLP			95

Pre-Approval Policy			95

ITEM 4 – STOCKHOLDER PROPOSAL REGARDING TRANSPARENCY IN LOBBYING			96

ITEM 5 – STOCKHOLDER PROPOSAL REGARDING REPORT ON RISKS OF POLITICIZED DE-BANKING			100

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			112

Other Business			112

Helpful Resources			113

ANNEX A: NON-GAAP RECONCILIATION			115




		COMMONLY REFERENCED PAGES

		Director Nominees and Committee Membership		6

		Compensation Discussion & Analysis		49

		Corporate Governance and Board Information		20

		Nominees		12

		Director Qualifications		18

		Our Approach to Sustainability		34

		Oversight of Risk		37

		Pay Practices		69

		2023 Summary Compensation Table		77


AGENDA		BOARD RECOMMENDATION

1. To elect the 11 nominees named in this proxy statement to serve on our Board of Directors until the 2025 Annual Meeting		FOR each director nominee

2. To provide an advisory vote for approval of the 2023 compensation of our named executive officers, as disclosed in this proxy statement		FOR

3. To ratify the appointment of KPMG LLP as our independent auditor for 2024		FOR

4. To consider a stockholder proposal regarding transparency in lobbying		AGAINST

5. To consider a stockholder proposal regarding a report on the risks of politicized de-banking		AGAINST




				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 9, 2024: Our 2024 Proxy Statement and 2023 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 February 29, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided to stockholders, which includes instructions on how to access our 2024 Proxy Statement and 2023 Annual Report online, and how to vote online for the 2024 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.


Category²	2023 Actuals			2022 Actuals			YoY%

Total revenue	$	17.5		$	16.4			7	%

Total noninterest expense	$	13.3		$	13.0			2	%

Operating leverage								468	bps

Pre-tax operating margin		23	%		20	%

Net income applicable to common shareholders	$	3.1		$	2.4			29	%

EPS	$	3.87		$	2.90			33	%

Return on common equity		8.5	%		6.5	%

ROTCE¹		16.6	%		13.4	%


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 three 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 without management • 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 has the authority to call a special meeting of the independent directors or full Board • Board succession and refreshment, led by the CGNSR Committee. Six of the incumbent directors nominated for election at the 2024 Annual Meeting have been added to the Board in the last five years • High rate of attendance at Board and committee meetings, with average 2023 attendance among incumbent directors of approximately 98% • 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 for the industry • Comprehensive Enterprise Sustainability strategy that includes active reporting by the company and oversight by the Board and its committees


Program Feature		Practice

Balanced approach for incentive compensation		• Incentive compensation is awarded in a balanced mix of cash and deferred incentive compensation in the form of deferred equity: • Cash incentive comprised 25% of total incentive compensation for our CEO and 30% for our other NEOs • Deferred equity comprised 75% of total incentive compensation for our CEO and 70% for our other NEOs. Deferred equity for 2023 was awarded in: • PSUs – 50% of total incentive compensation for our CEO and 40% for our other NEOs • RSUs – 25% of total incentive compensation for our CEO and 30% for our other NEOs

Directly link pay to performance		• Incentive compensation is directly tied to a combination of company and individual performance • Corporate component – derived from a set of financial metrics (weighted 70%) and non-financial goals (weighted 30%), with the overall earnout capped at 150% • Individual modifiers – enable differentiation based on individual performance and, if appropriate, business unit performance. The modifier is capped at 150% • Earnout for PSUs is based on (1) average company Adjusted ROTCE (weighted 70%) and (2) relative total shareholder return (“TSR”) (weighted 30%) over a three-year performance period, which further links incentives with future performance and stockholder interests

Comprehensive risk assessment		• The HRC Committee annually assesses compensation plans with the company’s Chief Risk Officer 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 compensation with appropriate levels of risk-taking • NEO cash and equity awards are subject to broad clawback and forfeiture policies, based on ongoing risk assessments under our comprehensive recoupment policies (which apply in addition to, and supplement, the company’s newly adopted clawback policy in accordance with SEC and NYSE requirements)

Promote long-term stock ownership		• 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 • Meaningful stock ownership guidelines: • CEO must acquire and retain company stock equal to seven times base salary within five years; and must also retain 50% net shares received from his equity-based compensation awards as CEO until age 60 • Other NEOs must acquire and retain company stock equal to four times base salary within five years • NEOs must retain 75% of net shares received from equity-based compensation awards, during the five-year period to come into compliance with the stock ownership guidelines, and if they are out of compliance at any time thereafter, must retain 100% of net shares received from their equity-based compensation awards until they return to compliance


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 30
Director Independence		Page 30
Business Relationships and Related Party Transactions Policy		Page 32
Our Approach to Sustainability		Page 34
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
2023 Director Compensation Table		Page 46


Linda Z. Cook
Age: 65 Independent Director since 2016 CEO of Harbour Energy plc Retired Executive Committee Member and Director of Royal Dutch Shell plc Committees: Audit (Chair); Corporate Governance, Nominating and Social Responsibility; Human Resources and Compensation 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. Ms. Cook joined EIG in 2014, and most recently served as Partner, Managing Director and a member of EIG’s Executive Committee. Prior to joining EIG, Ms. Cook spent over 29 years with Royal Dutch Shell at various companies in the United States, 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 her current public company board service, 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: 67 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		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 his current public company board service, Mr. Echevarria serves as a Trustee and CEO of the University of Miami and CEO of the University of Miami Health System. Mr. Echevarria served as a director of Xerox Corporation from 2017 until 2023. 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: 49 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 is a global technology and professional services company that delivers consulting, technology, and mission services to every major agency across the U.S. government as well as the defense and intelligence communities. 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 as a member of 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: 68 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 his current public company board service, Mr. Goldstein serves on the board of directors of Capitolis, Inc. and formerly served on the boards 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: 43 Independent Director since 2021 President at Viasat, Inc. Committees: Risk, Technology Other Current Public Company Board Service: None		Mr. Gowrappan serves as President at Viasat, Inc. He 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: 66 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: CMS Energy Corporation, Ovintiv Inc.		Mr. Izzo served as Chairman 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 has 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. 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, and the Columbia University School of Engineering Board of Visitors. 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. 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: 57 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 her current public company board service, Ms. O’Connor serves on the board of Ripple and is chair of the board of 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: 55 Independent Director since 2016 Retired Global Treasurer of The Goldman Sachs Group, Inc. Committees: Finance; Human Resources and Compensation (Chair); 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 her current public company board service, Ms. Robinson serves on 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 Hospital 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


Rakefet Russak-Aminoach
Age: 58 Director Nominee Managing Director of Team8 and Former President and Chief Executive Officer of Bank Leumi LE-Israel B.M. Committees: N/A Other Current Public Company Board Service: None		Ms. Russak-Aminoach is a Managing Partner at Team8, a venture group that builds and invests in companies in the areas of fintech, enterprise, data, and digital health. She served as President and CEO of Bank Leumi from May 2012 until October 2019. Prior to this role, Ms. Russak-Aminoach held several senior leadership positions at the bank since joining in 2004, including Chief Credit Officer and Senior Deputy Chief Executive Officer. Prior to her tenure at Bank Leumi, she served as the CEO of KPMG Israel. Ms. Russak-Aminoach is the Chair of Hailo Technologies. She also serves on the boards of April Tax Solutions, Inc., 40Seas Ltd., and Spott Incredibles Technologies Ltd. Moreover, she serves on the board of Fulbright Israel and on the Investment Committee of Jewish Federations of North America. Ms. Russak-Aminoach holds an LLB and an MBA in Finance and Insurance, as well as a Bachelor of Arts in Accounting and Economics from Tel Aviv University. She is a certified CPA. Skills and Expertise: • Deep industry experience with expertise in credit, risk management, and financial regulation • Expertise in leading business transformations • Experience in the operations of a large financial institution

Robin A. Vince
Age: 52 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 served as President and CEO-elect from March 2022 until September 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 our Executive Committee, the organization’s most senior management body, and our Board of Directors. He also is a member of National Geographic Society’s Hubbard Council and serves on the Board of Trustees of The Hospital for Special Surgery and the Board of the Perelman Performing Arts Center (PAC NYC). Mr. Vince 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



Evaluation and Director Self-Assessment		• Questionnaires – The evaluation program consists of multiple cycles. Each director is provided with a separate evaluation questionnaire for the full Board and each standing committee on which the director serves for each cycle. • During the externally facilitated cycle, the evaluation questionnaires solicit feedback at a granular level on topics relevant to Board and director effectiveness. • After the externally facilitated cycle, the questionnaires are refined to hone in on the core elements of Board and committee effectiveness. • Interviews – Each director also participates in individual interviews as part of the externally facilitated cycle. An independent, third-party advisor has been retained to guide the interviews to allow each director an opportunity to elaborate on his or her questionnaire submissions and to provide candid reflection on personal contributions, the performance of other directors and Board and committee effectiveness generally. • Ongoing Feedback – Elements of the feedback loop supporting the evaluation exercise include: • After the director interviews and the results of the evaluation exercise are reported to the Board and each committee, the third-party facilitator meets with each director to provide share feedback from the “peer-to-peer” exercise on the director’s performance and effectiveness. • Directors are also periodically solicited for feedback throughout the year, and are generally encouraged to provide input and make suggestions for enhancements throughout the year, including with respect to the logistics and administration of virtual and hybrid Board and committee meetings.
		Topics covered as part of the evaluation process: • Director contribution and performance • Board structure and size, and Board dynamics • Strategic priorities for focusing Board oversight • Range of business, professional and other backgrounds necessary for a director to serve the company • Content and form of information provided to the Board by management


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) corporate-wide compliance with laws and regulations, and (3) 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 processes used by the company to manage and assess risk, including related policies. • 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		• Risk and Compliance: 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: As the most senior management-level risk governance body at the company, review significant risk events, emerging risks and drivers of risk, and top risks on an ongoing basis. Provide oversight for all risk management, compliance and ethics activities and processes, including the risk framework.


Corporate Governance, Nominating and Social Responsibility Committee Committee Members: Ralph Izzo (Chair), Linda Z. Cook, Joseph J. Echevarria 3 Independent Members 5 Meetings in 2023				Corporate Governance Matters. As further described on page 34, 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. The CGNSR Committee is further responsible for reviewing succession plans for the CEO and reporting to the Board on its succession planning activities at least annually. Oversight of Director Compensation and Benefits. The Committee reviews non-employee director compensation on an annual basis and makes recommendations to our Board regarding appropriate levels of compensation, and is responsible for approving compensation arrangements for non-employee members of the Boards of our significant subsidiaries. Sustainability and Impact. 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 sustainability programs and initiatives, including Enterprise Sustainability strategy and governance, review and oversight of the annual Enterprise Sustainability Report, strategic philanthropy and employee community involvement, public policy and advocacy (including lobbying and political contributions), environmental sustainability and management, supply chain sustainability 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 sustainability and corporate social responsibility and recent initiatives, see “Our Approach to Sustainability” on page 34 and “Helpful Resources” on page 113.


Finance Committee Committee Members: Joseph J. Echevarria (Chair), Jeffrey A. Goldstein, Elizabeth E. Robinson 3 Independent Members 5 Meetings in 2023				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 and our asset/liability management. 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 Committee Members: Elizabeth E. Robinson (Chair), Linda Z. Cook, M. Amy Gilliland, Jeffrey A. Goldstein, Ralph Izzo 5 Independent Members 7 Meetings in 2023				Compensation and Benefits. The HRC Committee is generally responsible for overseeing our employee compensation and benefit policies and programs, our management development, succession and retention programs and our diversity initiatives. 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 periodically reviews the recruitment, appointment, promotion, performance, succession and retention of the Corporation’s senior managers and potential senior managers. 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 2023 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 Chief People Officer (or head of the company’s human resources function) to make off-cycle grants to certain employees other than herself and executive committee members with a value of less than or equal to $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 43.


Risk Committee Committee Members: Jeffrey A. Goldstein (Chair), K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson, Alfred W. “Al” Zollar 5 Independent Members 5 Meetings in 2023				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 Committee Members: Alfred W. “Al” Zollar (Chair), M. Amy Gilliland, K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson 5 Independent Members 5 Meetings in 2023				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		$	25,000

Finance Committee Chair		$	25,000

Technology Committee Chair		$	25,000


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		$152,500		$185,000		—		—		$337,500

Joseph J. Echevarria⁽¹⁾		$300,000		$185,000		—		—		$485,000

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⁾		$150,000		$185,000		—		—		$335,000

Sandie O’Connor⁽¹⁾		$125,000		$185,000		—		$110,000		$420,000

Elizabeth E. Robinson⁽¹⁾		$137,500		$185,000		—		$135,000		$457,500

Frederick O. Terrell⁽²⁾		$ 77,500		$185,000		—		—		$262,500

Alfred W. “Al” Zollar		$150,000		$185,000		—		—		$335,000


RESOLUTION			Page 48


COMPENSATION DISCUSSION & ANALYSIS			Page 49
Introduction			Page 49
Compensation of NEOs			Page 55
Pay Practices			Page 69
How We Address Risk and Control			Page 75
Report of the HRC Committee			Page 76


EXECUTIVE COMPENSATION TABLES AND OTHER COMPENSATION DISCLOSURES			Page 77
2023 Summary Compensation Table			Page 77
2023 Grants of Plan-Based Awards			Page 79
2023 Outstanding Equity Awards at Fiscal Year-End			Page 80
2023 Option Exercises and Stock Vested			Page 82
2023 Pension Benefits			Page 83
2023 Nonqualified Deferred Compensation			Page 83
Potential Payments upon Termination or Change in Control			Page 84
Pay Ratio			Page 88
Pay Versus Performance			Page 89



We apply sound pay practices		We avoid poor pay practices
ü Directly link pay to performance ü Require sustained financial performance to earn full amount of long-term awards ü Promote long-term stock ownership through deferred equity compensation and stock ownership requirements ü Balance risk and reward in compensation ü Use a comprehensive approach for determining incentives based on both corporate and individual goals that are rooted in financial performance but include non-financial elements ü Balance incentives for short- and long-term performance using multiple performance metrics, fixed and variable compensation and cash and equity ü Conduct a robust stakeholder outreach program ü Maintain comprehensive clawback and forfeiture policies		× No fixed-term employment agreements × No single-trigger change-in-control benefits × No excessive severance benefits × No excessive perquisites or benefits × No severance-related tax gross-ups × No hedging, pledging or short sales of our stock × No dividend equivalents paid on unearned PSUs or RSUs


2024 PSU Earnout Grid (2024-2026 Performance Period)
Average Annual Adj. ROTCE (Weighted 70%)	Percent Earnout		TSR percentile vs. Relative Peer Group¹ (Weighted 30%)	Percent Earnout
Above 25.0%	150%	+	Above 75%	200%²
21.0% to 25.0%	100% to 150%		50% to 75%	100% to 150%
15.0% to < 21.0%	50% to < 100%		25% to < 50%	50% to < 100%
Less than 15.0%	0%		Less than 25%	0%
(1) Peer Group refers to the “TSR Peer Group,” described below. (2) Overall PSU earnout is capped at 150%.


Ameriprise Financial, Inc. (AMP)		JPMorgan Chase & Co. (JPM)
Bank of America Corporation (BAC)		Morgan Stanley (MS)
BlackRock, Inc. (BLK)		Northern Trust Corporation (NTRS)
The Charles Schwab Corporation (SCHW)		Raymond James Financial, Inc. (RJF)
Citigroup Inc. (C)		State Street Corporation (STT)
Franklin Resources, Inc. (BEN)		T. Rowe Price Group, Inc. (TROW)
The Goldman Sachs Group, Inc. (GS)		U.S. Bancorp (USB)
Invesco Ltd. (IVZ)		Wells Fargo & Company (WFC)


Compensation Category	Key Decisions

	CEO	Other NEOs
Base Salary Changes	• Base salary increased from $1,250,000 to $1,300,000	• Base salaries increased from $600,000 to $650,000
Target Total Direct Compensation Changes	• Target total direct compensation increased to $19,000,000	• Mr. McDonogh’s target total direct compensation increased to $8,000,000 • Mr. Regelman’s target total direct compensation increased to $7,000,000 • Ms. Keating’s target total direct compensation increased to $6,000,000
Factors Considered	• The HRC Committee increased the CEO’s target total direct compensation, positioning his target total direct compensation closer to the median of peer CEO pay levels in recognition of his strong performance in the first year in the role, particularly given the company’s complexity as one of the financial institutions designated as a global systemically important bank by the Financial Stability Board (“G-SIB”). • Increases to target total direct compensation for other NEOs also reflected the HRC Committee’s consideration of individual performance and responsibilities and market data. In each case, the increase in target total direct compensation reflects an increase to the NEO’s target incentive, in addition to the base salary increases noted above. • The HRC Committee’s determinations in each case included input from the committee’s independent compensation consultant and internal pay equity evaluations.


Name	Salary	Target Incentive	Target Total Direct Compensation

Robin Vince President and Chief Executive Officer	$1,300,000	$17,700,000	$19,000,000

Dermot McDonogh Senior Executive Vice President and Chief Financial Officer	$650,000	$7,350,000	$8,000,000

Roman Regelman Senior Executive Vice President and Global Head of Securities Services	$650,000	$6,350,000	$7,000,000

Senthil Kumar Senior Executive Vice President and Chief Risk Officer	$650,000	$5,350,000	$6,000,000

Catherine Keating Senior Executive Vice President and Global Head of Wealth Management	$650,000	$5,350,000	$6,000,000

Bridget Engle Senior Executive Vice President, Chief Information Officer and Global Head of Engineering	$650,000	$6,350,000	$7,000,000

Emily Portney Senior Executive Vice President and Global Head of Asset Servicing (Former Chief Financial Officer)	$650,000	$5,350,000	$6,000,000


Goals	Category¹	2023 Actuals			2022 Actuals			YoY %			Performance Rating

Financial Performance	Adjusted total revenue	$	17.7		$	16.9			4.5	%	Meets
	Adjusted noninterest expense	$	12.3		$	12.0			2.7	%	Exceeds
	Adjusted pre-tax operating margin		29.6	%		28.8	%		0.8	%	Meets
	Adjusted net income applicable to common shareholders	$	4.0		$	3.7			6.4	%	Exceeds
	OEPS	$	5.05		$	4.59			10.0	%	Exceeds
	Adjusted ROTCE		21.6	%		21.0	%		0.5	%	Meets



Goal Category	Description of Category	Elements of HRC Committee Assessment
Strategy	• Aligned to strategic direction of the company (e.g., transformation, business model)	• Established an enterprise strategy through a comprehensive review of businesses and determined go-forward operating model strategy (supported by the three strategic pillars of Be More for Our Clients, Run Our Company Better, and Power Our Culture) • Executed strategic initiatives to build best-in-class products and connect capabilities across the company (e.g., Investor Solutions, Institutional Clearing, Client Trading Desks)
Talent & People	• Aligned to our talent and people (e.g., progress on succession planning and belonging)	• Recruited leaders in key roles across the company to advance strategic and business initiatives, and launched the Senior Advisory Council • Designed and launched “BK Feedback” tool for Managing Directors, which provides employees the ability to give and receive actionable, cross-functional feedback • Awarded “BK Shares¹” to all employees who otherwise do not receive equity compensation so that all employees can share in the company’s success while supporting employees to become participants in the capital markets • Established a campaign to promote inclusivity as a priority at the top of the organization and conducted a belonging and inclusion education and training series for the Executive Committee and Managing Directors
Impact & Sustainability	• Aligned to the balance between social, environment, and economy (e.g., progress on enterprise sustainability and inclusivity initiatives)	• Embedded sustainability focus into businesses across multiple investment vehicles, products and partnerships while making progress on enterprise goals • Announced partnership with MoCaFi, a Black-founded fintech platform focused on financial empowerment for underbanked communities