DEF 14A of Bank of New York Mellon Corp, Mar 5, 2025

DEF 14A of Bank of New York Mellon Corp

Filed Mar 5, 2025 · FY20240001193125-25-046216

Open on EDGAR

  1. Director Nominees and Committee Membership

    Director Nominees and Committee Membership

  2. Director Nominees and Committee Membership

    | Name and Occupation | Director Since | Independent | Audit | Corp. Gov., Nom. & Social Resp. | Finance | Human Res. & Comp. | Risk | Technology | Other Current Public Company Boards | | Linda Z. Cook CEO of Harbour Energy plc | 2016 | ⬤ | C(1) | ⬤ | | | | | 1 | | Joseph J. Echevarria Independent Chair of the Board of The Bank of New York Mellon Corporation; Retired CEO of Deloitte LLP | 2015 | ⬤ | ⬤(1) | ⬤ | C | | | | 2 | | M. Amy Gilliland President of General Dynamics Information Technology | 2021 | ⬤ | ⬤(1) | | | ⬤ | | ⬤ | 0 | | Jeffrey A. Goldstein Senior Advisor at Canapi Ventures, Advisor Emeritus at Hellman & Friedman LLC | 2014 | ⬤ | | | ⬤ | ⬤ | C | | 1 | | K. Guru Gowrappan Former President, Viasat, Inc. | 2021 | ⬤ | ⬤(1) | | | | | ⬤ | 0 | | Ralph Izzo Retired Chairman, President and CEO of Public Service Enterprise Group Incorporated | 2020 | ⬤ | ⬤(1) | C | | ⬤ | | | 2 | | Sandie O’Connor Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co. | 2021 | ⬤ | | | | | ⬤ | ⬤ | 1 | | Elizabeth E. Robinson Retired Global Treasurer of The Goldman Sachs Group, Inc. | 2016 | ⬤ | | ⬤ | ⬤ | C | ⬤ | | 1 | | Rakefet Russak-Aminoach Managing Partner of Team8, Former President and CEO of Bank Leumi LE-Israel B.M. | 2024 | ⬤ | | | | | ⬤ | ⬤ | 0 | | Robin Vince President and CEO of The Bank of New York Mellon Corporation | 2022 | | | | | | | | 0 | | Alfred W. “Al” Zollar Retired Executive Partner at Siris Capital Group, LLC | 2019 | ⬤ | | | | | ⬤ | C | 2 |

  3. Director Nominees and Committee Membership

    | (1) Financial expert within the meaning of the Securities and Exchange Commission (“SEC”) rules. |

  4. Director Nominees and Committee Membership

    | “C” | indicates Committee Chair. |

  5. Corporate Governance Highlights

    Corporate Governance Highlights Our governance structure supports the strength and resiliency of our business. Several of our key governance practices are outlined below. For a detailed discussion of our corporate governance framework, please refer to “Corporate Governance and Board Information” beginning on page 20.

  6. Corporate Governance Highlights

    | 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 (“Lead Director”) will be appointed by the independent directors • Our independent Chair (or if there is not an independent Chair, the Lead Director), has the authority to call a special meeting of the independent directors • Board succession and refreshment, led by the CGNSR Committee. Six of the directors nominated for election at the 2025 Annual Meeting have been added to the Board in the last five years • High rate of attendance at Board and committee meetings, with average 2024 attendance among directors of approximately 95% • 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 strategic pillars and principles; 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, including “in-boardroom” education sessions tailored to our business and 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 |

  7. Compensation Principles and Practices

    Compensation Principles and Practices Our compensation program is designed to compensate our executive officers for performance in a manner that is aligned with our stockholders’ interests and consistent with our high standards for risk management. The primary elements of the compensation program for our Named Executive Officers (“NEOs”) are base salary and incentive compensation, delivered through a combination of cash, Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”). The HRC Committee uses a scorecard approach to make incentive compensation determinations. The scorecard for each NEO includes a corporate component (which incorporates both quantitative and qualitative metrics) and an individual modifier, enabling the HRC Committee to comprehensively analyze both corporate and individual performance. The following table summarizes the key components of our compensation program for 2024, and a detailed discussion, including with respect to the compensation decisions for our NEOs, is provided in the “Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

  8. Compensation Principles and Practices

    | 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 20% of total incentive compensation for our CEO and 30% for our other NEOs • Deferred equity comprised 80% of total incentive compensation for our CEO and 70% for our other NEOs. Deferred equity for 2024 was awarded in: • PSUs – 60% of total incentive compensation for our CEO and 45% for our other NEOs • RSUs – 20% of total incentive compensation for our CEO and 25% 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 |

  9. 2024 Target Total Direct Compensation Structure

    2024 Target Total Direct Compensation Structure The target total direct compensation for our NEOs is structured as follows:

  10. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  11. Item 1. Election of Directors

    Item 1. Election of Directors

  12. Item 1. Election of Directors

    | 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 31 | | 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 | | 2024 Director Compensation Table | Page 46 |

  13. ITEM 1. ELECTION OF DIRECTORS Resolution

    ITEM 1. ELECTION OF DIRECTORS Resolution We are asking stockholders to elect the 11 nominees named in this proxy statement to serve on our Board until the 2026 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.

  14. Voting

    | Linda Z. Cook | | | Age: 66 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 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 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. Ms. Cook has previously served as Chairman of Maverick Natural Resources LLC and 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 • Expertise in climate-related issues, as well as energy supply, demand and delivery | | Joseph J. Echevarria | | | Age: 68 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 the public company board service noted above, Mr. Echevarria serves as a Trustee, CEO and President 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 |

  15. Voting

    | M. Amy Gilliland | | | Age: 50 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: 69 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. (Independent Chairman of the Board) | 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 |

  16. Voting

    | K. Guru Gowrappan | | | Age: 44 Independent Director since 2021 Former President at Viasat, Inc. Committees: Audit, Technology Other Current Public Company Board Service: None | Mr. Gowrappan served as the President of Viasat, Inc. from April 2023 until January 2025. 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 serves on the board of 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: 67 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 Hackensack Meridian Health 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, and is a member of Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, 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 boards of directors for the Edison Electric Institute and 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 • Expertise in climate-related issues, as well as energy supply, demand and delivery |

  17. Voting

    | Sandie O’Connor | | | Age: 58 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 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 also serves on the board of directors of the YMCA of Greater NY, is chair of the Advisory Board 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, governance, financial regulation and policy development, and strategic planning • Expertise in capital markets, balance sheet management and banking | | Elizabeth E. Robinson | | | Age: 56 Independent Director since 2016 Retired Global Treasurer of The Goldman Sachs Group, Inc. Committees: Corporate Governance, Nominating and Social Responsibility; Finance; Human Resources and Compensation (Chair); Risk 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., of which she was the chair from 2017 until 2023. Ms. Robinson also serves on the boards of trustees for St. Luke’s University Hospital Network, Blair Academy, and Every Mother Counts, as well as the investment committee of Williams College, where she previously served as chair of the board of trustees. 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 |

  18. Voting

    | Rakefet Russak-Aminoach | | | Age: 59 Independent Director since 2024 Managing Partner of Team8 and Former President and Chief Executive Officer of Bank Leumi LE-Israel B.M. Committees: Risk; Technology Other Current Public Company Board Service: None | Ms. Russak-Aminoach is Managing Partner of 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 Bluespine, Inc., 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, financial regulation, and human capital management • Expertise in leading business transformations • Experience in the operations of a large financial institution | | Robin A. Vince | | | Age: 53 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 since September 2022, and served as President and CEO-elect from March 2022 until September 2022. Previously, he was Vice Chair of BNY and CEO of Global Market Infrastructure. In that role, he oversaw BNY’s Clearance and Collateral Management, Treasury Services, Markets and Execution Services and Pershing businesses. Prior to joining BNY 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, capital and liquidity, markets and investing, risk management, human capital, technology, asset management, and financial regulation • Experience in the operations of a large financial institution |

  19. Voting

    | Alfred W. “Al” Zollar | | | Age: 70 Independent Director since 2019 Retired Executive Partner at Siris Capital Group, LLC Committees: Risk, Technology (Chair) Other Current Public Company Board Service: International Business Machines Corporation, Nasdaq, Inc. | Mr. Zollar served as an Executive Advisor at Siris Capital Group, LLC, a private equity firm specializing in value-oriented mid-market tech buyout investments, from March 2021 to November 2024, and 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 his current public company board service, Mr. Zollar serves as a board member of Voyatek and on the Growth Advisory Board for Senzing, Inc. Mr. Zollar previously served as a director of Public Service Enterprise Group Incorporated from 2012 until 2023, 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 |

  20. Our Corporate Governance Practices

    | ROBUST PROGRAMS | ü The CGNSR Committee annually reviews the non-management director compensation framework, including the director stock ownership guidelines. A significant portion of director compensation is paid in deferred stock units, which must be held as long as the director serves on the Board. ü Our codes of conduct, which apply to our directors and all of our employees, are rooted in our strategic pillars and principles, provide a framework for the highest standards of professional conduct, and foster a culture of honesty and accountability. ü We continue to enhance our robust orientation and education programs for directors. The orientation process for a new director is tailored to the specific needs of the director and is designed to facilitate and expand a new director’s understanding of our businesses, Board duties, and the culture of our company and the Board. All directors are encouraged to participate in thoughtfully selected continuing education programs for which expenses are reimbursed. In addition, education sessions led by members of senior management are regularly made available to the directors on an in-boardroom basis. |

  21. Committees and Committee Charters

    Committees and Committee Charters Our Board has established six standing committees, each consisting entirely of independent directors. A description of each standing committee is provided below. Each committee makes recommendations to our Board as appropriate and reports periodically to the full Board. Our Corporate Governance Guidelines provide that committee chairs are expected to serve in such capacity for up to five years. Through the course of 2024, the CGNSR Committee regularly reviewed the composition and structure of the Board’s standing committees and the tenure of the committee chairs. The CGNSR Committee’s review is intended to support an appropriate distribution across, and skill sets within, each committee, as well as to advance the Board’s refreshment and succession planning efforts, including in connection with the election of Ms. Russak-Aminoach as a director at the 2024 Annual Meeting. On the basis of this review, the CGNSR Committee recommended, and the Board approved, certain changes in committee memberships, including that Ms. Cook stepped down from the HRC Committee; Mr. Gowrappan joined the Audit Committee and stepped down from the Risk Committee; Ms. Robinson joined the CGNSR Committee and stepped down from the Technology Committee; and Ms. Russak-Aminoach joined the Risk Committee and the Technology Committee, in each case effective April 9, 2024. Additional information about the standing committees can be found in their charters, which are available on our website (see “Helpful Resources” on page 105).

  22. Committees and Committee Charters

    | Audit Committee Committee Chair: Linda Z. Cook Committee Members:* Joseph J. Echevarria, M. Amy Gilliland, K. Guru Gowrappan, Ralph Izzo 5 Independent Members 13 Meetings in 2024 | Overseeing Independent Registered Public Accountant. Our Audit Committee has direct responsibility for the appointment, compensation, annual evaluation, retention and oversight of the work of the registered independent public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. The Committee is responsible for the pre-approval of all audit and permitted non-audit services performed by our independent registered public accountants and each year, the Committee recommends that our Board request stockholder ratification of the appointment of the independent registered public accountants. Overseeing Internal Audit Function. The Committee acts on behalf of our Board in monitoring and overseeing the performance of our internal audit function. The Committee reviews the organizational structure, qualifications, independence and performance of Internal Audit and the scope of its planned activities, at least annually. The Committee also approves the appointment of our internal Chief Auditor, who functionally reports directly to the Committee and administratively reports to the CEO, and annually reviews his or her performance and, as appropriate, replaces the Chief Auditor. Overseeing Internal Controls over Financial Statements and Reports. The Committee oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies. Quarterly, the Committee reviews a report from the company’s Disclosure Committee and reports concerning the status of our annual review of internal control over financial reporting, including (1) information about (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and (2) management’s responses to any such circumstance. The Committee also oversees our management’s work in preparing our financial statements, which will be audited by our independent registered public accountants. 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 Mses. Cook and Gilliland and Messrs. Echevarria, Gowrappan, and Izzo satisfies 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 Ms. Cook and Messrs. Echevarria and Izzo 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 and Izzo has accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board. |

  23. Committees and Committee Charters

    | * Mr. Gowrappan joined the Audit Committee in April 2024. |

  24. Committees and Committee Charters

    | Corporate Governance, Nominating and Social Responsibility Committee Committee Chair: Ralph Izzo Committee Members:* Linda Z. Cook, Joseph J. Echevarria, Elizabeth E. Robinson 4 Independent Members 5 Meetings in 2024 | Corporate Governance Matters. As further described beginning on page 24, 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” beginning on page 34 and “Helpful Resources” beginning on page 105. | | Finance Committee Committee Chair: Joseph J. Echevarria Committee Members: Jeffrey A. Goldstein, Elizabeth E. Robinson 3 Independent Members 5 Meetings in 2024 | 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. |

  25. Committees and Committee Charters

    | * Ms. Robinson joined the CGNSR Committee in April 2024. |

  26. Committees and Committee Charters

    | Human Resources and Compensation Committee Committee Chair: Elizabeth E. Robinson Committee Members:* M. Amy Gilliland, Jeffrey A. Goldstein, Ralph Izzo 4 Independent Members 7 Meetings in 2024 | Compensation and Benefits. The HRC Committee is responsible for overseeing our employee compensation and benefit policies and programs, our management development, and succession and retention 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 full 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 company’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 and other executive officers, 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” beginning 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. |

  27. Committees and Committee Charters

    | * Ms. Cook served on the HRC Committee until April 2024. |

  28. Committees and Committee Charters

    | Risk Committee Committee Chair: Jeffrey A. Goldstein Committee Members:* Sandie O’Connor, Elizabeth E. Robinson, Rakefet Russak-Aminoach Alfred W. “Al” Zollar 5 Independent Members 5 Meetings in 2024 | See “Oversight of Risk” beginning on page 37 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 Chair: Alfred W. “Al” Zollar, Committee Members:** M. Amy Gilliland, K. Guru Gowrappan, Sandie O’Connor, Rakefet Russak-Aminoach 5 Independent Members 6 Meetings in 2024 | 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, and receives regular reports relating to artificial intelligence developments and governance. |

  29. Committees and Committee Charters

    | * Mr. Gowrappan served on the Risk Committee until April 2024. Ms. Russak-Aminoach joined the Risk Committee in April 2024 following her election to the Board. |

  30. Committees and Committee Charters

    | ** Ms. Robinson served on the Technology Committee until April 2024. Ms. Russak-Aminoach joined the Technology Committee in April 2024 following her election to the Board. |

  31. 2025 Director Compensation

    2025 Director Compensation In conducting its annual review of director compensation, the CGNSR Committee engaged Meridian to review the design and competitiveness of our independent director compensation structure and to advise on any developments in director compensation practices. After receiving this input from Meridian, the CGNSR Committee recommended to the Board, and the Board approved, adjusting the compensation framework for independent directors as follows: an increase of $20,000 in the annual equity award to independent directors, from $195,000 to $215,000; an increase of $10,000 in the cash retainer for Audit Committee and Risk Committee membership, from $15,000 to $25,000; an increase of $10,000 in the cash retainer for the HRC Committee Chair, from $25,000 to $35,000; and an increase of $25,000 in the cash retainer for the Independent Chair, from $150,000 to $175,000. We believe the director compensation framework is consistent with market practice, recognizes the critical role that our independent directors play in effectively managing the company and responding to stockholders, regulators and other key stakeholders, and supports us in attracting and retaining highly qualified director candidates.

  32. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides information concerning the compensation of each independent director who served in 2024. As a management director, Mr. Vince did not receive any compensation for his service on the Board.

  33. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)(3) | Total ($) | | Linda Z. Cook | $155,500 | $195,000 | — | — | $350,000 | | Joseph J. Echevarria(1) | $300,000 | $195,000 | — | — | $495,000 | | M. Amy Gilliland | $125,000 | $195,000 | — | — | $320,000 | | Jeffrey A. Goldstein(1) | $155,000 | $195,000 | — | — | $350,000 | | K. Guru Gowrappan(1) | $125,000 | $195,000 | — | — | $320,000 | | Ralph Izzo(1) | $150,000 | $195,000 | — | — | $345,000 | | Sandie O’Connor(1) | $125,000 | $195,000 | — | $135,000 | $455,000 | | Elizabeth E. Robinson(1) | $150,000 | $195,000 | — | $110,000 | $455,000 | | Rakefet Russak-Aminoach | $90,865 | $195,000 | — | — | $285,865 | | Alfred W. “Al” Zollar | $150,000 | $195,000 | — | — | $345,000 |

  34. 2024 Director Compensation Table

    | (1) Elected to defer all or part of cash compensation pursuant to the Director Deferred Compensation Plan. |

  35. 2024 Director Compensation Table

    | (2) Amount shown represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (or “FASB ASC”) 718 Compensation-Stock Compensation for 3,581 deferred stock units granted to each independent director in April 2024, using the valuation methodology for equity awards set forth in note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”). As of December 31, 2024, each of Mses. Cook, Gilliland, O’Connor, Robinson and Russak-Aminoach and Messrs. Echevarria, Goldstein, Gowrappan, Izzo and Zollar owned 3,581 unvested deferred stock units. |

  36. 2024 Director Compensation Table

    | (3) The amount disclosed for Mses. O’Connor and Robinson reflect compensation paid in connection with their roles as Chair of the Board of Directors and a member of the Board of Directors, respectively, of BNY Mellon Government Securities Services Corp., an indirect subsidiary of the company. |

  37. 2024 Incentive Compensation Elements

    | Element | How It Pays | Links to Performance | | Cash | • Single cash payment in January 2025 | • Cash and grant value of PSUs and RSUs determined based on a comprehensive review of corporate and individual performance • Significant portion of incentive compensation awarded in deferred equity awards, which motivate and reward achievement of long-term financial goals and reinforce alignment with stockholder interests • PSU earnout based on (i) Adjusted ROTCE, to focus management attention on revenue growth, expense discipline, credit risk management, prudent capital deployment and profitability, and (ii) relative TSR, to ensure alignment with stockholder interests • 100% of incentive compensation is subject to risk assessment, clawback and forfeiture | | PSUs | • Granted in February 2025 • Cliff vest after the end of a three-year performance period • Earnout between 0% – 150% based on the achievement of performance metrics over three-year period | | | RSUs | • Granted in February 2025 • Vest in equal annual installments over three years | |

  38. Performance Share Unit Program

    Performance Share Unit Program We grant PSUs each year as part of our incentive compensation to strengthen the alignment of our executives’ compensation with stockholder interests and to motivate and reward achievement of the company’s long-term financial goals. The HRC Committee regularly reviews its oversight of pay practices. For the 2025 PSUs (granted in 2025 for 2024 performance), the HRC Committee confirmed the continued use of company Adjusted ROTCE and relative TSR as metrics for determining the earnout. As we progress towards achieving our medium-term financial targets, the HRCC determined to increase the adjusted ROTCE target and maximum by 1%. In addition, the HRCC determined to remove the cliff earnouts from the upper and lower quartiles of the relative TSR component and move to straight line interpolation to align better with market practice. The earnout will occur in 2028, based on the results over the three-year performance period ending December 31, 2027. The HRC Committee believes that these metrics broadly reflect the company’s financial performance, including revenue growth, expense discipline and profitability, and alignment with stockholder interests. To determine the earnout for the 2025 PSUs at the end of the performance period, the HRC Committee approved the following performance grid:

  39. Performance Share Unit Program

    | 2025 PSU Earnout Grid (2025-2027 Performance Period) | | | | | | Average Annual Adj. ROTCE (Weighted 70%) | Percent Earnout | | TSR percentile vs. Relative Peer Group(1) (Weighted 30%) | Percent Earnout | | Above 26% | 150% | + | Above 75% | >150% to 200%(2) | | 22% to 26% | 100% to 150% | | 50% to 75% | 100% to 150% | | 15% to < 22% | 50% to < 100% | | 25% to < 50% | 50% to < 100% | | Less than 15% | 0% | | Less than 25% | 0% to < 50% | | (1) Peer Group refers to the “TSR Peer Group,” described below. (2) Overall PSU earnout is capped at 150%. | | | | |

  40. Performance Share Unit Program

    To determine the relative TSR component, the HRC Committee approved a group of financial services companies (the “TSR Peer Group”) in addition to the peer group for the 2024 compensation program (the “Compensation Benchmarking Peer Group”), which is provided on page 69. The TSR Peer Group selected by the HRC Committee is the same as the TSR Peer Group used in prior years and consists of the below listed S&P 500 companies in three industries: Asset Management & Custody Banks, Diversified Banks, and Investment Banking & Brokerage. The HRC Committee believes the TSR Peer Group provides a comprehensive view of performance across a broader group of financial services companies as compared to the Compensation Benchmarking Peer Group, resulting in a more meaningful comparison of relative performance. The companies in the TSR Peer Group and their ticker symbols are set forth below:

  41. Performance Share Unit Program

    | 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) |

  42. 2024 Target Total Direct Compensation Structure

    Mr. Minaya’s Compensation Arrangements. Mr. Minaya joined the company in September 2024 as Senior Executive Vice President, Global Head of BNY Investments and Wealth. In connection with his joining the company, the HRC Committee approved a compensation arrangement for Mr. Minaya. Mr. Minaya’s base salary was set at a rate of $650,000 annually, and the HRC Committee provided for an incentive award for 2024 of $12.35 million, with 30% to be paid in cash and 70% to be paid in a combination of deferred equity as determined by BNY. Additionally, in consideration for the equity awards and/or other awards from his prior employment that he forfeited as a result of his employment with BNY, Mr. Minaya is eligible for a cash buyout award of $4.66 million paid out in February 2025 (subject to a one year repayment requirement if he resigns or is terminated for cause) and an RSU buyout award (subject to the Company’s standard RSU forfeiture terms and conditions) valued at $11.67 million, with 50% of the RSUs vesting on each of February 28, 2026 and February 28, 2027. All awards granted to Mr. Minaya are subject to the company’s clawback and recoupment policies as described below. The target total direct compensation for each NEO for the 2024 performance period was as follows:

  43. 2024 Target Total Direct Compensation Structure

    | (2) The terms of Mr. Minaya’s offer letter provide that his 2024 incentive award would be $12.35 million; a target incentive for 2024 was not established for Mr. Minaya. |

  44. 2024 Incentive Compensation Determination

    2024 Incentive Compensation Determination Each NEO’s incentive award is determined based on the following formula, and is paid out in a combination of cash, PSUs and RSUs (in the proportions as outlined below). The actual incentive award is capped at 150% of the target incentive award. PSUs will be earned between 0% – 150% based on the achievement of performance metrics and cliff vest after the three-year performance period. RSUs vest in equal annual installments over three years.

  45. 2024 Incentive Compensation Determination

    | (1) In calculating the number of PSUs and RSUs granted, the HRC Committee divided the value awarded by $85.19, the closing price of our common stock on the NYSE on the grant date. |

  46. 2024 Executive Scorecard

    2024 Executive Scorecard The HRC Committee uses a scorecard approach to make incentive compensation determinations according to the formula outlined above. Incentive awards are paid out in a combination of cash, PSUs (earned between 0% – 150% of the number of PSUs granted based on the achievement of performance metrics and which cliff vest after the end of the three-year performance period) and RSUs (which vest in equal annual installments over three years). The scorecard incorporates (1) a minimum funding threshold requirement, (2) an evaluation of corporate performance (the “corporate component”) and (3) an evaluation of individual performance (the “individual modifier”), as well as a risk assessment. The scorecard enables the HRC Committee to comprehensively analyze and reward both corporate and individual executive performance and incorporate quantitative and qualitative metrics. The overall payout under the scorecard approach cannot exceed 150%. The scorecard used by the HRC Committee incorporates the following elements:

  47. Risk Assessment

    The HRC Committee has the ability to reduce or fully eliminate an NEO’s incentive award if the executive’s risk assessment result is significantly below expectations. In addition, in the event that the NEO’s risk assessment rating is lower than our acceptable risk tolerance, any previously awarded but unvested PSUs and RSUs will be subject to review and potential forfeiture, as determined by the HRC Committee. The corporate component earnout can also be reduced based on the aggregate risk assessment results of the Executive Committee. No downward adjustments were made to any NEO’s incentive award for 2024 as a result of the risk assessment, and no unvested awards previously granted were forfeited. No downward adjustment was made to the corporate component as a result of the aggregate risk assessment results.

  48. Reduction, Forfeiture or Clawback in Certain Circumstances

    Reduction, Forfeiture or Clawback in Certain Circumstances The company may cancel or claw back all or any portion of the PSUs and RSUs that constitute a portion of an NEO’s incentive award and may claw back some or all of an incentive award paid to an NEO in the form of cash if the NEO engages in conduct prohibited by our forfeiture and recoupment policies. In addition to these conduct-based forfeiture or clawback provisions, incentive compensation is subject to recovery in the event of a financial restatement under our Recovery of Erroneously Awarded Incentive-Based Compensation Policy (the “NYSE Clawback Policy”), which was adopted in accordance with SEC and NYSE requirements. For more information on these clawback and forfeiture policies, see “Clawback and Forfeiture Provisions” beginning on page 71.

  49. Corporate Component – 2024 Financial Performance (Weighted 70%)

    | • | Relative Performance (Compared to Peers): The company’s performance compared favorably with GSIBs as well as the broader TSR Peer Group for 2024, particularly with respect to generating operating leverage and expense control. Share price performance against the TSR Peer Group for 2024 was in the top quartile. |

  50. NEO Performance Results and Individual Modifier

    | (1) The terms of Mr. Minaya’s offer letter provide that his 2024 incentive award would be $12.35 million. |

  51. Awarded 2024 Total Direct Compensation

    | Named Executive Officers | Salary | Target Incentivex | Corporate Componentx | Individual Modifier | - | Risk Assessment Adjustment(1) | Awarded Incentive Compensation | | | Awarded Total Direct Compensation | | | | | | | | | Cash | PSUs(2) | RSUs(2) | | | Robin Vince | $1,300,000 | $18,700,000 | 150% | 100% | | No adjustment | $5,610,000 | $16,830,000 | $5,610,000 | $29,350,000 | | Dermot McDonogh | $650,000 | $8,350,000 | 150% | 100% | | No adjustment | $3,757,500 | $5,636,250 | $3,131,250 | $13,175,000 | | Jose Minaya(3) | $213,958 | n/a | n/a | n/a | | No adjustment | $3,705,000 | $5,557,500 | $3,087,500 | $12,563,958 | | Senthil Kumar | $650,000 | $5,600,000 | 150% | 95% | | No adjustment | $2,394,000 | $3,591,000 | $1,995,000 | $8,630,000 | | Catherine Keating | $650,000 | $5,350,000 | 150% | 83% | | No adjustment | $1,993,680 | $0(4) | $4,651,920 | $7,295,600 |

  52. Awarded 2024 Total Direct Compensation

    | (2) PSUs are earned between 0% – 150% based on the achievement of performance metrics over the 2025 – 2027 performance period and cliff vest after the end of the performance period. RSUs vest in equal annual installments over three years. |

  53. Awarded 2024 Total Direct Compensation

    | (3) The terms of Mr. Minaya’s offer letter provide that his 2024 incentive award would be $12.35 million; a target incentive for 2024 was not established for Mr. Minaya. |

  54. 2022 PSU Earnout

    2022 PSU Earnout As described above, PSUs cliff vest after the end of a three-year performance period based on achievement of pre-determined performance metrics and continued service, with certain exceptions, and earnout ranges between 0% – 150% in accordance with the performance grid previously approved by the HRC Committee. The PSUs granted in February 2022 vest based on average company Adjusted ROTCE (weighted 70%) and relative TSR (weighted 30%) over a three-year performance period (2022-2024). Following the end of the performance period, the HRC Committee determined the level of performance, with the PSU earnout of 125% of target, based on an earnout of 120% on the Adjusted ROTCE component and 138% on the relative TSR component. The three-year average Adjusted ROTCE (excluding notable items)(1) was 22.2%, and was further adjusted upward by the HRC Committee to 22.3%, versus a target of 20.5%. Consistent with prior years and the terms of the awards, the HRC Committee’s adjustment was intended to neutralize the effect of interest rate levels and market levels experienced over the performance period versus those assumed when the performance grid was approved in early 2022. The effects from interest rates levels and market levels largely offset each other. The company’s relative TSR percentile was 69th versus the TSR Peer Group.

  55. Role of Compensation Consultants

    Role of Compensation Consultants As discussed above, the HRC Committee retained Meridian as its independent compensation consultant. Meridian regularly attends HRC Committee meetings and assists the committee in its analysis and evaluation of compensation matters related to our executives. For more information on Meridian and its role as independent compensation consultant to the HRC Committee, see page 43.

  56. Benchmarking

    Benchmarking

  57. Benchmarking

    | Compensation Benchmarking Peer Group The HRC Committee and our management use the Compensation Benchmarking Peer Group to provide a basis for assessing relative company performance and to provide a competitive reference for pay levels and practices. In evaluating and selecting companies for inclusion in the peer group, the HRC Committee targets complex financial institutions with which we typically compete for executive talent and business. The Compensation Benchmarking Peer Group for the 2024 compensation program, and their ticker symbols, are listed in the box to the right. The HRC Committee selected these companies based on: • industry and business mix—focus on companies with comparable mix of businesses (e.g., asset management, asset servicing and clearing services) • those viewed as competitors for customers and clients, executive talent and investment capital; and • size and scope—a range of size and complexity in terms of revenue, assets and market capitalization as well as geographic scope, regulatory oversight and strategic direction. | Ameriprise Financial, Inc. (AMP) BlackRock, Inc. (BLK) The Charles Schwab Corporation (SCHW) Citigroup Inc. (C) Fidelity National Information Services, Inc. (FIS) The Goldman Sachs Group, Inc. (GS) Intercontinental Exchange, Inc. (ICE) JPMorgan Chase & Co. (JPM) Morgan Stanley (MS) Northern Trust Corporation (NTRS) The PNC Financial Services Group, Inc. (PNC) State Street Corporation (STT) S&P Global Inc. (SPGI) U.S. Bancorp (USB) |

  58. Benchmarking

    In consultation with the HRC Committee’s independent compensation consultant, in 2024 the committee considered the mix of businesses and industries represented and determined to retain the same peer group that was used for benchmarking 2023 compensation. See page 54 for a discussion of the TSR Peer Group approved by the HRC Committee, which is used for the purposes of calculating relative TSR in connection with the PSU earnout determination. As discussed below, peer group data is used by the HRC Committee to support benchmarking against compensation practices and financial performance. The peer group data was considered holistically and was used as one input supporting the HRC Committee’s review process and compensation decisions.

  59. Compensation Benchmarking

    Compensation Benchmarking The HRC Committee collects data from peer group public disclosures to analyze market trends, compensation practices, and support the committee’s assessment of the competitiveness of target and actual compensation for our NEOs. Given the company’s complexity as a G-SIB, the HRC Committee may also reference compensation plans and practices at the G-SIBs not already in the Benchmarking Peer Group, as appropriate. For certain NEOs, data relating to the peer group is supplemented with industry data from surveys conducted by national compensation consulting firms and other market data to assess the compensation levels and practices in the businesses and markets in which we compete for executive talent. Peer group data and other information provided to the HRC Committee by its compensation consultant was used by the HRC Committee as a consideration in setting target compensation levels for our NEOs.

  60. Financial Performance Benchmarking

    Financial Performance Benchmarking The HRC Committee is provided with relative financial performance assessments against the TSR Peer group and G-SIBs. The metrics reviewed include revenue growth, expense growth, operating leverage, and EPS growth. This analysis, along with relative stock price performance, provides additional context for the HRC Committee in its review of compensation outcomes.

  61. Prohibition on Hedging and Pledging

    Prohibition on Hedging and Pledging In addition to the restrictions on short-swing profits under Section 16 of the Securities Exchange Act of 1934, our NEOs and directors are prohibited from engaging in hedging transactions with respect to company securities; pledging company securities beneficially owned by them; engaging in short sales of our stock; purchasing our stock on margin; and buying or selling any puts, calls or other options involving our securities (other than any stock options that may be granted pursuant to our compensation program). Prior to engaging in any transaction in company stock or derivative securities (including transactions in employee benefit plans and gifts), our executives and directors are required to pre-clear such transaction with our legal department and obtain affirmative approval to enter into the transaction. Our non-executive officer employees (who are not subject to the policies applicable to our executive officers and directors described above) are subject to policies and procedures designed to ensure that transactions in company stock are conducted in compliance with applicable rules and regulations and are free from conflicts of interest. All employees are prohibited from the following with respect to company securities: engaging in short sales of our stock; engaging in short-term trading; purchasing our stock on margin; and buying or selling any puts, calls or other options involving our securities (other than any stock options that may be granted pursuant to our compensation program).

  62. Clawback and Forfeiture Provisions

    | Element of Compensation and Trigger | | Forfeiture or Clawback | | Risk-Based Forfeiture or Clawback | | | | The risk assessment rating is lower than our acceptable risk tolerance | ⇨ | Unvested PSUs and RSUs will be subject to review and potential forfeiture, and cash incentives and settled RSUs and PSUs will be subject to clawback, as determined by the HRC Committee | | Equity Awards | | | | During the course of employment, the individual directly or indirectly engages in conduct, or it is discovered that the individual engaged in conduct, that is adverse to the interests of the company, including failure to comply with the company’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities | ⇨ | The company may cancel all or any portion of unvested equity awards and/or require repayment of any shares of common stock or values thereof previously issued or paid (as applicable) in settlement of such awards or dividends and dividend equivalent payments (if any, as applicable) that were previously received from the award | | During the course of employment, the individual engages in solicitation and/or diversion of customers or employees and/or competition with the company | | | | Following termination of employment with the company for any reason, the individual violates any post-termination obligations or duties owed to the company under any agreement with the company | | | | Any compensation otherwise payable or paid to the individual is required to be forfeited and/or repaid to the company pursuant to applicable regulatory requirements or as otherwise required by law | | | | Violation of any obligation under the applicable award agreement (including failing to satisfy notice requirements, breaching non-competition or non-solicitation provisions while any portion of the award is outstanding or breaching the confidentiality or non-disparagement provisions) | | | | Cash Awards | | | | The individual has engaged in conduct that is materially adverse to the company’s interests (including, directly or indirectly, competing with the company or its affiliates or fraud or conduct that contributes to a financial restatement or other irregularity) or where recovery is required pursuant to applicable regulatory requirements or as otherwise required by law | ⇨ | The company may claw back some or all of a cash incentive award made to the individual | | NYSE Clawback Policy | | | | In addition to the conduct-based forfeiture or clawback provisions, incentive compensation is subject to recovery in the event of a ‘restatement’, as defined in the NYSE Clawback Policy | ⇨ | The company must claw back awarded incentive compensation in excess of the amount the NEO would have received had the award been determined on the restated financial measure(s) |

  63. Severance Benefits

    Severance Benefits Stockholder Approval of Future Executive Severance Arrangements. The Board has adopted a policy that the company will not enter into a future severance arrangement with an executive that provides for severance benefits (as defined in the policy) in an amount exceeding 2.99 times the sum of annual base salary and target bonus (as defined in the policy) for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives prior stockholder approval. Executive Severance Plan. The Bank of New York Mellon Corporation Executive Severance Plan (the “Executive Severance Plan”) provides that participants terminated by the company without “cause” are eligible to receive severance payments and benefits as shown in the table below (as defined in the plan).

  64. Severance Benefits

    | Reason for Termination | Severance Payment | Annual Incentive Award | Benefit Continuation | Outplacement Services | | By the company without “cause” | 1 times base salary | Pro-rata annual incentive award paid after year end at the discretion of management and the HRC Committee | 1 year | 1 year | | By the company without “cause” or by the participant for “good reason” within two years following a “change in control” | 2 times base salary and 2 times target annual incentive | Pro-rata target annual incentive for the year of termination | 2 years | 1 year |

  65. Severance Benefits

    Executive Severance Plan participants are selected by the HRC Committee and include each of our NEOs. To receive benefits under the plan, a participant must sign a release and waiver of claims in favor of the company and agree not to compete against the company, or solicit our customers and employees, for so long as the participant is receiving benefits under the Executive Severance Plan. We do not provide any severance-related tax gross-ups. If any payment under the Executive Severance Plan would cause a participant to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (“IRC”), then payments and benefits will be reduced to the amount that would not cause the participant to be subject to the excise tax if such a reduction would put the participant in a better after-tax position than if the participant were to pay the tax. In addition, the amount of payments and benefits payable under the Executive Severance Plan will be reduced to the extent necessary to comply with our policy regarding stockholder approval of future executive severance arrangements as described above. For a description of benefits following a change of control, see “Potential Payments upon Termination or Change in Control” beginning on page 83. Confidentiality, Notice, and Restrictive Covenants Agreements. The obligations and duties applicable to each of our NEOs include certain covenants pursuant to a Confidentiality, Notice, and Restrictive Covenants Agreement entered into with the company. Each such agreement requires written notice of the executive’s resignation of employment for any reason and includes covenants regarding the executive’s protection of confidential information (including indefinite non-disclosure of confidential information), non-solicitation obligations (including non-solicitation of company employees and non-interference with any company relationships with customers, clients or employees) for at least one year following the expiration of the applicable notice period, and assignment of inventions to the company.

  66. How We Address Risk and Control

    How We Address Risk and Control On an annual basis, our Chief Risk Officer meets with the HRC Committee to review the company’s compensation plans and arrangements, including those in which members of the Executive Committee participate, to verify that they are well-balanced and do not encourage imprudent risk-taking. For employees who, individually or as a group, are responsible for activities that may expose the company to material amounts of risk, their incentive compensation can be negatively impacted based on their performance through an assessment of their performance on the risk and compliance goals included in our performance management process, directly linking their compensation to risk management. Adjustments to compensation are determined by a senior management committee responsible for control functions and reported to the HRC Committee. This approach allows for the elimination of an incentive award if risk performance is below acceptable standards. With respect to our NEOs, there are several controls intended to link incentive compensation to appropriate risk-taking. As a threshold matter, a common equity Tier 1 ratio for the company of at least 8.5% was established as a minimum funding requirement for our incentive compensation. Payment of any incentive compensation is conditional upon the company meeting this goal. The HRC Committee’s incentive compensation determinations are inclusive of a risk assessment for each executive, which is reviewed by the HRC Committee. The corporate component earnout can also be reduced based on the aggregate performance on the risk assessment for the Executive Committee. In addition, each NEO’s equity awards are subject to 100% forfeiture during the vesting period and clawback following settlement of such awards, and NEOs’ cash incentive awards are subject to 100% clawback, in each case based on ongoing risk assessments, under our comprehensive clawback policies. We are also subject to regulation by various U.S. and international governmental and regulatory agencies with respect to executive compensation matters and how risk factors into, and is affected by, compensation decisions. Our programs have been designed to comply with these regulations, and the HRC Committee regularly monitors new and proposed regulations as they develop to determine if additional action is required. Based on the above, we believe that our compensation plans and practices are well-balanced and do not encourage imprudent risk-taking that threatens our company’s value or creates risks that are reasonably likely to have a material adverse effect on the company.

  67. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents the compensation for our NEOs in accordance with SEC rules, which require equity-based awards to be reported for the year that they are granted. The table below reflects equity-based incentive compensation grants made in 2024 for 2023 performance. A summary of the HRC Committee’s decisions on the compensation awarded to our NEOs for 2024 performance can be found in the “Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

  68. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary | Bonus(2) | Stock Awards(3)(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total Compensation | | Robin Vince President and Chief Executive Officer | 2024 | $1,300,000 | — | $16,275,042 | $5,610,000 | $110,985 | $23,296,027 | | | 2023 | $1,300,000 | — | $10,025,856 | $5,425,000 | $50,311 | $16,801,167 | | | 2022 | $916,667 | — | $6,706,317 | $3,557,540 | $22,945 | $11,203,469 | | Dermot McDonogh Senior Executive Vice President and Chief Financial Officer | 2024 | $650,000 | — | $6,482,733 | $3,757,500 | $135,562 | $11,025,795 | | | 2023 | $650,000 | — | $5,050,038 | $2,778,300 | $2,641,523 | $11,119,862 | | | 2022 | $100,000 | $75,000 | $8,782,808 | $1,650,000 | $514,041 | $11,121,850 | | Jose Minaya Senior Executive Vice President and Global Head of BNY Investments and Wealth | 2024 | $213,958 | — | $11,673,844 | $3,705,000 | $2,708 | $15,595,511 | | Senthil Kumar Senior Executive Vice President and Chief Risk Officer | 2024 | $650,000 | — | $4,583,912 | $2,394,000 | $16,000 | $7,643,911 | | | 2023 | $650,000 | — | $4,139,166 | $1,964,520 | $139,750 | $6,893,436 | | | 2022 | $600,000 | — | $3,349,548 | $1,871,100 | $253,694 | $6,074,342 | | Catherine Keating Senior Executive Vice President and Global Head of BNY Wealth | 2024 | $650,000 | — | $4,179,483 | $1,993,680 | $41,000 | $6,864,163 | | | 2023 | $650,000 | — | $3,934,757 | $1,791,180 | $41,000 | $6,416,937 |

  69. 2024 Summary Compensation Table

    | (1) Because Mr. Minaya joined the company in September 2024 and was an NEO only in 2024, no disclosure is included for him in 2023 and 2022. Because Ms. Keating was an NEO only in 2024 and 2023, no disclosure is included for her in 2022. |

  70. 2024 Summary Compensation Table

    | (2) The amount for Mr. McDonogh reflects his cash sign-on bonus in 2022. |

  71. 2024 Summary Compensation Table

    | (3) The amounts disclosed in this column include the grant date fair value of RSUs and PSUs granted in 2024, 2023, and 2022. For 2024, the grant date fair values of PSUs were: $10,850,028 for Mr. Vince; $3,704,403 for Mr. McDonogh; $2,619,378 for Mr. Kumar; and $2,388,276 for Ms. Keating. Assuming that the maximum level of performance conditions are achieved, the PSU values would be: $16,275,042 for Mr. Vince; $5,556,605 for Mr. McDonogh; $3,929,067 for Mr. Kumar; and $3,582,414 for Ms. Keating. For 2024, the amount disclosed in this column for Mr. Minaya reflects the grant date fair value of his equity buyout RSUs granted in October 2024. |

  72. 2024 Summary Compensation Table

    | (4) The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 (“ASC 718”) using the valuation methodology for equity awards set forth in note 17 to the consolidated financial statements in our 2024 Annual Report. |

  73. 2024 Summary Compensation Table

    | (5) The items comprising “All Other Compensation” for 2024 are: |

  74. 2024 Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits(a) | Contributions to Defined Contribution Plans(b) | New Hire Payments(c) | Total | | Robin Vince | $94,985 | $16,000 | — | $110,985 | | Dermot McDonogh | $43,000 | $16,000 | $76,562 | $135,562 | | Jose Minaya | $2,708 | — | — | $2,708 | | Senthil Kumar | — | $16,000 | — | $16,000 | | Catherine Keating | $25,000 | $16,000 | — | $41,000 |

  75. 2024 Summary Compensation Table

    | (a) Perquisites and Other Personal Benefits” for Mr. Vince consists of executive healthcare ($24,653), executive financial management ($18,000) and personal security services ($52,332). We provided personal security to Mr. Vince in certain circumstances during 2024 based on an assessment of risk, including his high-profile position and work location. We believe this cost was an appropriate and necessary business expense and do not consider the security measures to be personal benefits. Mr. Vince is entitled to a company provided car and driver for business and personal use but elected to supply his own vehicle and fully reimbursed the company for the personal use of the company’s driver. Mr. Vince is entitled to reasonable personal use of the company’s corporate aircraft and elected |

  76. 2024 Summary Compensation Table

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  77. 2024 Summary Compensation Table

    | to fully reimburse the company for such use. For Mr. McDonogh, this column consists of executive healthcare ($25,000) and executive financial management ($18,000). For Mr. Minaya and Ms. Keating, the column consists of executive healthcare ($2,708 and $25,000, respectively). |

  78. 2024 Summary Compensation Table

    | (b) “Contributions to Defined Contribution Plans” consist of matching contributions under the BNY 401(k) Savings Plan. The company match is capped at $16,000. |

  79. 2024 Summary Compensation Table

    | (c) “New Hire Payments” for Mr. McDonogh consist of relocation costs associated with his relocation from Dublin, Ireland to the U.S. ($34,223) and a tax equalization payment, as part of the standard relocation benefit provided to eligible employees and as set forth in Mr. McDonogh’s original offer arrangement, to reimburse Mr. McDonogh for income tax liability arising from the relocation costs ($42,339). |

  80. 2024 Summary Compensation Table

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  81. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  82. 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(3) | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Robin Vince | EICP | — | — | $3,740,000 | $5,610,000 | — | — | — | — | — | | | PSUs | 2/1/2024 | — | — | — | — | 195,496 | 293,244 | — | $10,850,028 | | | RSUs | 2/1/2024 | — | — | — | — | — | — | 97,748 | $5,425,014 | | Dermot McDonogh | EICP | — | — | $2,505,000 | $3,757,500 | — | — | — | — | — | | | PSUs | 2/1/2024 | — | — | — | — | 66,746 | 100,119 | — | $3,704,403 | | | RSUs | 2/1/2024 | — | — | — | — | — | — | 50,060 | $2,778,330 | | Jose Minaya | EICP | — | — | $3,705,000 | — | — | — | — | — | — | | | RSUs | 10/1/2024 | — | — | — | — | — | — | 164,166 | $11,673,844 | | Senthil Kumar | EICP | — | — | $1,680,000 | $2,520,000 | — | — | — | — | — | | | PSUs | 2/1/2024 | — | — | — | — | 47,196 | 70,794 | — | $2,619,378 | | | RSUs | 2/1/2024 | — | — | — | — | — | — | 35,397 | $1,964,534 | | Catherine Keating | EICP | — | — | $1,605,000 | $2,407,500 | — | — | — | — | — | | | PSUs | 2/1/2024 | — | — | — | — | 43,032 | 64,548 | — | $2,388,276 | | | RSUs | 2/1/2024 | — | — | — | — | — | — | 32,274 | $1,791,207 |

  83. 2024 Grants of Plan-Based Awards

    | (1) Represents the target and maximum cash incentive compensation amounts for performance during 2024 under The Bank of New York Mellon Corporation Executive Incentive Compensation Plan (the “EICP”). There was no threshold payout under the EICP for 2024. Actual cash incentive compensation paid is determined based on the Corporate Component and Individual Modifier. Mr. Minaya’s offer letter provides an incentive award for 2024 of $12.35 million, with 30% to be paid in cash and 70% paid in a combination of deferred equity as determined by BNY; EICP target reflects Mr. Minaya’s cash incentive paid under the terms of his offer letter. |

  84. 2024 Grants of Plan-Based Awards

    | (2) Represents the portion of the NEO’s incentive compensation awarded in the form of PSUs under the LTIP for performance during 2023. The amounts shown under the “Maximum” column represent the maximum payout level of 150% of target; there is no threshold payout level. Upon vesting, earned PSUs, inclusive of any earned dividend equivalents, will be paid out in shares of BNY common stock. These PSUs will be earned between 0% – 150% based on average Adjusted ROTCE and relative total shareholder return versus the TSR Peer Group, each over a three-year period. Earned PSUs cliff vest after the end of the performance period. All unvested PSUs are subject to downward adjustment in the event an NEO’s risk assessment rating is lower than our acceptable risk tolerance level, as determined by the HRC Committee. |

  85. 2024 Grants of Plan-Based Awards

    | (3) Represents the portion of the NEO’s incentive compensation award granted in the form of RSUs under the LTIP for performance during 2023. RSUs granted on February 1, 2024, vest in equal installments over three years. The RSUs granted to Mr. Minaya on October 1, 2024 represent his buyout award as per the terms of his offer letter that vests 50% on February 28, 2026 and 50% on February 28, 2027. |

  86. 2024 Grants of Plan-Based Awards

    | (4) The aggregate grant date fair value of awards presented in this column is calculated in accordance with ASC 718. |

  87. 2024 Grants of Plan-Based Awards

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  88. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The market value of unvested or unearned awards is calculated using a $76.83 per share value, which was the closing price per share of our common stock on the NYSE on December 31, 2024 (the last trading day of the year).

  89. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards(2) | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Name | Year of Grant/ Performance Period(1) | Exercisable | Unexercisable | | | | | | | | Robin Vince | 2022 | — | — | — | — | 13,621 | $1,046,501 | — | — | | | 2023 | — | — | — | — | 45,680 | $3,509,594 | — | — | | | 2024 | — | — | — | — | 97,748 | $7,509,979 | — | — | | | 2022-2024 | — | — | — | — | — | — | 91,542(3) | $7,033,183 | | | 2023-2025 | — | — | — | — | — | — | 131,715(4) | $10,119,678 | | | 2024-2026 | — | — | — | — | — | — | 199,597(4) | $15,335,074 | | Dermot McDonogh | 2022 | — | — | — | — | 191,932 | $14,746,136 | — | — | | | 2023 | — | — | — | — | 39,660 | $3,047,078 | — | — | | | 2024 | — | — | — | — | 50,060 | $3,846,110 | — | — | | | 2023-2025 | — | — | — | — | — | — | 40,727(4) | $3,129,024 | | | 2024-2026 | — | — | — | — | — | — | 68,146(4) | $5,235,682 | | Jose Minaya | 2024 | — | — | — | — | 164,166 | $12,612,874 | — | — | | Senthil Kumar | 2022 | — | — | — | — | 6,803 | $522,674 | — | — | | | 2023 | — | — | — | — | 24,026 | $1,845,918 | — | — | | | 2024 | — | — | — | — | 35,397 | $2,719,552 | — | — | | | 2022-2024 | — | — | — | — | — | — | 45,722(3) | $3,512,802 | | | 2023-2025 | — | — | — | — | — | — | 46,184(4) | $3,548,329 | | | 2024-2026 | — | — | — | — | — | — | 48,186(4) | $3,702,143 | | Catherine Keating | 2022 | — | — | — | — | 7,451 | $572,460 | — | — | | | 2023 | — | — | — | — | 22,839 | $1,754,720 | — | — | | | 2024 | — | — | — | — | 32,274 | $2,479,611 | — | — | | | 2022-2024 | — | — | — | — | — | — | 50,076(3) | $3,847,376 | | | 2023-2025 | — | — | — | — | — | — | 43,904(4) | $3,373,118 | | | 2024-2026 | — | — | — | — | — | — | 43,935(4) | $3,375,511 |

  90. 2024 Outstanding Equity Awards at Fiscal Year-End

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  91. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Refers to the year of grant for RSUs and to the performance period for PSUs. |

  92. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (2) RSUs vest in accordance with the following schedule: |

  93. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Year of Grant | | | 2022 | Three-year pro-rata vesting for annual awards; the remaining unvested RSUs vested on February 15, 2025. For Mr. McDonogh, 61,626 RSUs vested on February 28, 2025, and 50,060 RSUs will vest on February 28, 2026, 36,919 RSUs will vest on February 28, 2027, 26,213 will vest on February 28, 2028, and 17,114 will vest on February 28, 2029. | | 2023 | Three-year pro-rata vesting for annual awards; 50% of the remaining unvested RSUs vested on February 15, 2025 and the remainder will vest on February 15, 2026. For Mr. McDonogh 9,237 RSUs vested on February 28, 2025, and 9,237 RSUs will vest on February 28, 2026. | | 2024 | Three-year pro-rata vesting for annual awards; 33% vested on February 15, 2025, and the remaining unvested RSUs vest 50% on February 15, 2026 and 50% on February 15, 2027. For Mr. Minaya, 82,429 RSUs will vest on February 28, 2026, and 81,737 RSUs will vest on February 28, 2027. |

  94. 2024 Outstanding Equity Awards at Fiscal Year-End

    PSUs are earned and vest in accordance with the following schedule:

  95. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Performance Period | | | 2022-2024 | Earned at 125% of target, based on adjusted ROTCE and TSR, each over a three-year period; earned PSUs cliff vest after the end of the performance period. | | 2023-2025 | Earned, between 0%—150% of target, based on adjusted ROTCE and TSR, each over a three-year period; earned PSUs cliff vest after the end of the performance period. | | 2024-2026 | Earned, between 0%—150% of target, based on adjusted ROTCE and TSR, each over a three-year period; earned PSUs cliff vest after the end of the performance period. |

  96. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (3) Includes accrued dividends on the PSUs granted in 2022 as of December 31, 2024, which were earned based on performance. |

  97. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (4) Includes accrued dividends on the PSUs granted in 2023 and 2024, assuming target performance. |

  98. 2024 Outstanding Equity Awards at Fiscal Year-End

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  99. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  100. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($) | | Robin Vince | — | — | 70,857 | $3,927,422 | | Dermot McDonogh | — | — | 19,832 | $1,099,745 | | Jose Minaya | — | — | — | — | | Senthil Kumar | — | — | 80,654 | $4,476,817 | | Catherine Keating | — | — | 79,471 | $4,411,079 |

  101. 2024 Pension Benefits

    2024 Pension Benefits None of our NEOs participate in any retirement plan that provides for specified payments and benefits (other than defined contribution plans).

  102. 2024 Pension Benefits

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  103. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table provides information with respect to each plan that provides for nonqualified deferred compensation in which the NEOs participate. Each of these plans is described below.

  104. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Fiscal Year 2024 | Registrant Contributions in Fiscal Year 2024 | Aggregate Earnings in Fiscal Year 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at End of Fiscal Year 2024 | | Robin Vince | — | — | — | — | — | — | | Dermot McDonogh | BNY Mellon Deferred Compensation Plan | $500,000 | — | $45,639 | $0 | $545,639 | | Jose Minaya | — | — | — | — | — | — | | Senthil Kumar | BNY 401(K) Benefits Restoration Plan | — | — | $1,221 | — | $8,660 | | Catherine Keating | BNY 401(K) Benefits Restoration Plan | — | — | $3,068 | — | $21,200 |

  105. BNY Nonqualified Deferred Compensation Plans

    BNY Nonqualified Deferred Compensation Plans BNY 401(k) Benefits Restoration Plan. NEOs are not eligible to earn non-elective contributions under the terms of the tax-qualified BNY 401(k) Savings Plan after December 31, 2020. Therefore, no additional benefits were earned by NEOs under the BNY 401(k) Benefits Restoration Plan for the year ended December 31, 2024. The BNY 401(k) Benefits Restoration Plan is a nonqualified plan designed for the purpose of providing deferred compensation on an unfunded basis for eligible employees. The deferred compensation provided under the BNY 401(k) Benefits Restoration Plan is intended to supplement the benefit provided under the 401(k) Plan where the employee’s retirement contributions under the 401(k) Plan are limited due to the maximums imposed on “qualified” plans by Section 401(a)(17) of the IRC. Pursuant to the BNY 401(k) Benefits Restoration Plan, a notional account is credited with an amount, if any, of non-elective company contributions that would have been credited to each eligible employee’s 401(k) Plan account absent those tax limitations. The amounts credited to the notional accounts generally vest after three years of service, as defined and calculated under the 401(k) Plan. Mr. Vince, Mr. McDonogh and Mr. Minaya did not earn a contribution under the BNY 401(k) Benefits Restoration Plan prior to December 31, 2020. BNY Mellon Deferred Compensation Plan. The BNY Mellon Deferred Compensation Plan permits eligible employees, including our NEOs, to defer receipt of cash bonus/incentive amounts above the Social Security wage base (which was $168,600 in 2024) until a later date while employed, upon retirement or after retirement not to exceed age 70. Changes are permitted to the payment election once annually; however, they must comply with the regulations contained in Section 409A of the Internal Revenue Code. Deferred compensation may be paid in a lump sum or annual payments over 2 to 15 years. If an executive terminates employment prior to age 55, his or her benefit is paid in a lump sum shortly after termination. Investment alternatives, based on a selection of variable rate options, must be selected when the executive makes a deferral election and may be changed each quarter for future deferrals. Previously deferred amounts may generally be reallocated among the investment options at the beginning of each quarter. The plan is a nonqualified unfunded plan.

  106. BNY Nonqualified Deferred Compensation Plans

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  107. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following discussion summarizes the arrangements, agreements, and policies of the company relating to potential payments to our NEOs upon termination or change in control.

  108. Other Potential Payments upon Termination or Change in Control

    Other Potential Payments upon Termination or Change in Control Change in Control and Severance Arrangements. Since 2010, our Board has implemented a “Policy Regarding Stockholder Approval of Future Senior Officer Severance Arrangements.” The policy provides that the company will not enter into a future severance arrangement with a senior executive that provides for severance benefits (as defined in the policy) in an amount exceeding 2.99 times the sum of the senior executive’s annual base salary and target bonus for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives approval of the stockholders of the company. Under the Executive Severance Plan, if an eligible participant is terminated by the company without “cause” (as defined in the plan), the participant is eligible to receive a severance payment equal to one times the participant’s base salary for the year of termination (or, if greater, for the year before the year of termination) and benefit continuation and outplacement services for one year. The participant is also eligible for a pro-rata annual incentive award (as defined in the plan) for the year of termination in the company’s sole discretion. If a participant’s employment is terminated by the company without cause or if the participant terminates his or her employment for “good reason” (as defined in the plan) within two years following a “change in control” (as defined in the plan), then instead of receiving the benefits described above, the participant is eligible to receive a severance payment equal to two times the sum of the participant’s base salary and target annual incentive (as defined in the

  109. Other Potential Payments upon Termination or Change in Control

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  110. Other Potential Payments upon Termination or Change in Control

    plan) for the year of termination (or, if greater, for the year before the year of termination), a pro-rata target annual incentive (as defined in the plan) for the year of termination, benefit continuation for two years and outplacement services for one year. The payments and benefits under the plan are subject to the participant signing a release and waiver of claims in favor of the company and agreeing not to compete against the company, or solicit our customers and employees, for so long as the participant is receiving benefits under the plan. If any payment under the plan would cause a participant to become subject to the excise tax imposed under Section 4999 of the IRC, then payments and benefits will be reduced to the amount that would not cause the participant to be subject to the excise tax if such a reduction would put the participant in a better after-tax position than if the participant were to pay the tax. Payments and benefits that are payable under the plan will be reduced to the extent that the amount of such payments or benefits would exceed the amount permitted to be paid under the company’s “Policy Regarding Stockholder Approval of Future Senior Officer Severance Arrangements” and such amounts are not approved by the company’s stockholders in accordance with the policy. Unvested Equity Awards. Equity awards granted to our NEOs through December 31, 2024 were granted under the LTIP or its predecessor. Each award is evidenced by an award agreement that sets forth the terms and conditions of the award and the effect of any termination event or a change in control on unvested equity awards. The effect of a termination event or change in control on outstanding equity awards varies by and type of award. Table of Other Potential Payments. The following table is based on the following assumptions:

  111. Other Potential Payments upon Termination or Change in Control

    | • | A termination of employment effective as of December 31, 2024. |

  112. Other Potential Payments upon Termination or Change in Control

    | • | Equity awards valued at $76.83, the closing price of our common stock on December 31, 2024. |

  113. Other Potential Payments upon Termination or Change in Control

    | • | The amounts shown in the table include the estimated potential payments and benefits that are payable as a result of the triggering event and do not include any pension, deferred compensation, or equity award vesting that would be earned on retirement as described above. We have only included amounts by which an NEO’s retirement benefit is enhanced by the triggering event, or additional equity awards that vest on the triggering event that would not vest on retirement alone. |

  114. Other Potential Payments upon Termination or Change in Control

    | • | The designation of an event as a termination in connection with a change in control is dependent upon the termination being either an involuntary termination by the company without cause or a termination by the NEO for good reason. |

  115. Other Potential Payments upon Termination or Change in Control

    | • | “Cash severance” includes severance payments as described above provided for under the terms of the Executive Severance Plan. |

  116. Other Potential Payments upon Termination or Change in Control

    The actual amounts that would be payable in these circumstances can only be determined at the time of the NEO’s separation, would include payments or benefits already earned or vested, and may differ from the amounts set forth in the tables below. In some cases a release may be required before amounts would be payable. Although we may not have any contractual obligation to make a cash payment or provide other benefits to any NEO in the event of his or her death or upon the occurrence of any other event, a cash payment may be made or other benefit may be provided in our discretion. The benefits that would be payable upon certain types of termination of employment as they pertain to the NEOs are described below.

  117. Other Potential Payments upon Termination or Change in Control

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  118. Other Potential Payments upon Termination or Change in Control

    | Named Executive Officer | By Company Without Cause | Termination in Connection with Change of Control | Death | | Robin Vince | | | | | Cash Severance(1) | $1,300,000 | $40,000,000 | $— | | Pro-rated Incentive(1) | $28,050,000 | $18,700,000 | $— | | Health and Welfare Benefits | $44,824 | $64,648 | $— | | Additional Stock Award Vesting(2) | $36,743,845 | $36,743,845 | $36,743,845 | | TOTAL | $66,138,669 | $95,508,493 | $36,743,845 | | Dermot McDonogh | | | | | Cash Severance(1) | $650,000 | $18,000,000 | $— | | Pro-rated Incentive(1) | $12,525,000 | $8,350,000 | $— | | Health and Welfare Benefits | $44,756 | $64,512 | $— | | Additional Stock Award Vesting(2) | $15,444,558 | $15,444,558 | $15,444,558 | | TOTAL | $28,664,314 | $41,859,070 | $15,444,558 | | Jose Minaya | | | | | Cash Severance(1)(3) | $5,309,653 | $30,659,653 | $— | | Pro-rated Incentive(1) | $12,350,000 | $12,350,000 | $— | | Health and Welfare Benefits | $45,100 | $65,200 | $— | | Additional Stock Award Vesting(2) | $12,690,032 | $12,690,032 | $12,690,032 | | TOTAL | $30,394,785 | $55,764,885 | $12,690,032 | | Senthil Kumar | | | | | Cash Severance(1) | $650,000 | $12,500,000 | $— | | Pro-rated Incentive(1) | $7,980,000 | $5,600,000 | $— | | Health and Welfare Benefits | $38,614 | $52,228 | $— | | Additional Stock Award Vesting(2) | $16,001,606 | $16,001,606 | $16,001,606 | | TOTAL | $24,670,220 | $34,153,834 | $16,001,606 | | Catherine Keating | | | | | Cash Severance(1) | $650,000 | $12,000,000 | $— | | Pro-rated Incentive(1) | $6,645,600 | $5,350,000 | $— | | Health and Welfare Benefits | $38,791 | $52,582 | $— | | Additional Stock Award Vesting(2) | $— | $— | $— | | TOTAL | $7,334,391 | $17,402,582 | $— |

  119. Other Potential Payments upon Termination or Change in Control

    | (1) Amounts shown assume that no NEO received payment or other separation benefit other than the payments and benefits contemplated by the Executive Severance Plan. Amounts have been calculated in accordance with the terms of the plan and the applicable agreements. For terminations by the company without cause, cash severance amounts will be paid in installments over a one-year period following termination and Pro-rated Incentive amounts shown reflect actual full incentive amounts paid for 2024 (cash and deferred). For terminations in connection with a change of control, cash severance amounts will be paid in a lump sum and Pro-rated Incentive amounts shown reflect target amounts for 2024 (cash and deferred) pursuant to the terms of the plan (other than for Mr. Minaya who did not have a target incentive for 2024 and therefore actual incentive amount for 2024 is included). |

  120. Other Potential Payments upon Termination or Change in Control

    | (2) The value of “Additional Stock Award Vesting” represents the value at December 31, 2024 of all RSUs (along with cash dividends accrued on the RSUs) and earned PSUs (along with dividend equivalents on the PSUs) on that date (based on the closing price of $76.83 of our common stock on December 31, 2024). Information relating to the vesting of stock awards on retirement can be found in “Retirement Benefits” on page 83. |

  121. Other Potential Payments upon Termination or Change in Control

    | (3) Includes the $4,659,653 cash buyout award granted to Mr. Minaya in connection with commencement of his employment in consideration of certain forfeited equity awards of his prior employer. Pursuant to his offer letter, Mr. Minaya would receive payment of this award in the event of a termination by the company without cause or termination of employment following a change in control for which Mr. Minaya receives severance under the Executive Severance Plan. |

  122. Other Potential Payments upon Termination or Change in Control

    | ITEM 2. ADVISORY VOTE ON COMPENSATION | Executive Compensation Tables and Other Compensation Disclosures |

  123. Pay Ratio

    Pay Ratio Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Vince, and the ratio of those two values:

  124. Pay Ratio

    | • | The 2024 annual total compensation of the median employee of BNY (other than our CEO) was $80,839(1); |

  125. Pay Ratio

    | • | The 2024 annual total compensation of our CEO, Mr. Vince, was $23,315,851(2); and |

  126. Pay Ratio

    | • | For 2024, the ratio of the annual total compensation of Mr. Vince to the annual total compensation of our median employee was 288 to 1. |

  127. Background

    | (2) For purposes of the CEO pay ratio disclosure, Mr. Vince’s annual total compensation includes the amount reported in the “Total” column of the “2024 Summary Compensation Table” on page 76, plus the value of company-paid benefits applicable to Mr. Vince. |

  128. Pay Versus Performance

    Pay Versus Performance

  129. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) to our principal executive officer (PEO) and the other named executive officers, other than the PEO (Non-PEO-NEOs), and certain financial performance of the company for the years listed below. The HRC Committee did not consider the pay versus performance disclosure set forth below when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion and Analysis” beginning on page 49. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PSUs. See the “2024 Option Exercises and Stock Vested” table on page 81.

  130. Pay Versus Performance Table

    | | PEO | | | | | | | | | Company- Selected Performance Measure | | | Summary Compensation Table Total (1) | | Compensation Actually Paid (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment based on: | | Net Income (MM) | | | Year | PEO 1 Robin Vince ($) | PEO 2 Todd Gibbons ($) | PEO 1 Robin Vince ($) | PEO 2 Todd Gibbons ($) | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | Adj. ROTCE (7 ) | | 2024 | $23,296,027 | N/A | $46,793,635 | N/A | $10,282,345 | $17,556,375 | $178.09 | $173.90 | $4,543 | 23.8% | | 2023 | $16,801,167 | N/A | $20,136,728 | N/A | $7,725,809 | $9,723,399 | $117.20 | $133.20 | $3,304 | 21.8% | | 2022 | $11,203,469 | $14,120,046 | $9,551,417 | $10,984,534 | $8,681,348 | $7,846,962 | $98.94 | $118.77 | $2,543 | 21.1% | | 2021 | N/A | $14,128,042 | N/A | $26,895,557 | $6,530,187 | $9,933,878 | $122.36 | $132.75 | $3,771 | 17.6% | | 2020 | N/A | $9,390,555 | N/A | $5,322,466 | $5,230,863 | $3,281,334 | $87.08 | $98.31 | $3,626 | 17.8% |

  131. Pay Versus Performance Table

    | (1) The dollar amounts reported for Mr. Vince and our former CEO, Mr. Gibbons, respectively, under “Summary Compensation Table Total” are the amounts of total compensation reported for Mr. Vince and Mr. Gibbons for each corresponding year in the “Total” column of the Summary Compensation Table. |

  132. Pay Versus Performance Table

    | (2) The dollar amounts reported for Mr. Vince and Mr. Gibbons under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Vince and Mr. Gibbons as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vince or Mr. Gibbons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Vince’s total compensation for 2024 to determine the com p ensation actually paid: |

  133. Pay Versus Performance Table

    | | Robin Vince | | | Todd Gibbons | | | | | 2024 | 2023 | 2022 | 2022 | 2021 | 2020 | | Total Compensation as reported SCT | $23,296,027 | $16,801,167 | $11,203,469 | $14,120,046 | $14,128,042 | $9,390,555 | | Pension values reported in SCT | — | — | — | $(201,571) | — | $(297,421) | | Fair value of equity awards granted during fiscal year | $(16,275,042) | $(10,025,856) | $(6,706,317) | $(10,268,822) | $(9,135,074) | $(4,535,332) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | — | — | | Fair value of equity compensation granted in current year—value at end of fiscal year | $28,959,156 | $11,715,284 | $5,256,864 | $8,070,700 | $15,832,016 | $2,251,228 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $7,659,111 | $223,820 | $419,475 | $(638,638) | $349,404 | $(1,149,622) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $3,055,881 | $1,317,639 | $(720,974) | $(331,157) | $5,569,415 | $(466,199) | | Fair value as of the vesting date of awards that are granted and vest in the same year | — | — | — | — | — | — | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year | $98,502 | $104,675 | $98,900 | $233,977 | $151,754 | $129,077 | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | — | | Compensation Actually Paid to CEO | $46,793,635 | $20,136,728 | $9,551,417 | $10,984,534 | $26,895,557 | $5,322,466 |

  134. Pay Versus Performance Table

    | ITEM 2. ADVISORY VOTE ON COMPENSATION | Executive Compensation Tables and Other Compensation Disclosures |

  135. Pay Versus Performance Table

    | (3) The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the company’s NEOs as a group (excluding any individual serving as our CEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Dermot McDonogh, Jose Minaya, Senthil Kumar, and Catherine Keating; (ii) for 2023, Dermot McDonogh, Roman Regelman, Senthil Kumar, Catherine Keating, Bridget Engle and Emily Portney; (iii) 2022, Emily Portney, Bridget Engle, Roman Regelman and Dermot McDonogh; (iv) for 2021, Robin Vince, Emily Portney, Bridget Engle and Senthil Kumar; and (v) for 2020, Robin Vince, Emily Portney, Bridget Engle, Catherine Keating, Michael Santomassimo and Mitchell Harris. |

  136. Pay Versus Performance Table

    | (4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the Non-PEO NEOs’ total co m pensation 2024 to determine the compensation actually paid: |

  137. Pay Versus Performance Table

    | | NEO Averages | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported SCT | $10,282,345 | $7,725,809 | $8,681,348 | $6,530,187 | $5,230,863 | | Pension values reported in SCT | $— | $— | $— | $— | $(3,687) | | Fair value of equity awards granted during fiscal year | $(6,729,993) | $(4,450,347) | $(6,100,088) | $(2,739,608) | $(3,528,076) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | $— | $— | $— | $— | $— | | Fair value of equity compensation granted in current year—value at end of fiscal year | $9,720,207 | $5,062,522 | $5,543,061 | $4,713,918 | $2,161,550 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $3,350,167 | $275,976 | $24,185 | $(18,917) | $(176,788) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $887,848 | $977,492 | $(343,054) | $1,419,902 | $(21,448) | | Fair value as of the vesting date of awards that are granted and vest in the same year | $— | $— | $— | $— | $— | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year | $45,801 | $131,947 | $41,510 | $28,397 | $27,906 | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $— | $— | $— | $— | $(408,987) | | Compensation Actually Paid to NEO | $17,556,375 | $9,723,399 | $7,846,962 | $9,933,878 | $3,281,334 |

  138. Pay Versus Performance Table

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the measurement period, which is December 31, 2019. |

  139. Pay Versus Performance Table

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Financials Index. |

  140. Pay Versus Performance Table

    | (7) Adjusted ROTCE excludes notable items disclosed externally. For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Non-GAAP Reconciliations beginning on page 107. |

  141. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Company and Peer Group TSR 1

  142. Analysis of the Information Presented in the Pay versus Performance Table

    | 1. | TSR measurement period commenced December 31, 2019. |

  143. Analysis of the Information Presented in the Pay versus Performance Table

    Compensation Actually Paid and Net Income

  144. Analysis of the Information Presented in the Pay versus Performance Table

    | ITEM 2. ADVISORY VOTE ON COMPENSATION | Executive Compensation Tables and Other Compensation Disclosures |

  145. Analysis of the Information Presented in the Pay versus Performance Table

    Compensation Actually Paid and Adjusted ROTCE 1