DEF 14A of Bank of New York Mellon Corp, Mar 5, 2026

DEF 14A of Bank of New York Mellon Corp

Filed Mar 5, 2026 · FY20250001193125-26-092500

Open on EDGAR

  1. Director Nominees and Committee Membership

    Director Nominees and Committee Membership

  2. Director Nominees and Committee Membership

    | Name and Occupation(1) | Director Since | Independent | Audit | Corp. Gov., Nom. & Social Resp. | Finance | Human Res. & Comp. | Risk | Tech. | Other Current Public Company Boards | | Linda Z. Cook CEO, Harbour Energy plc | 2016 | ⬤ | C(2) | ⬤ | | | | | 1 | | Joseph J. Echevarria Lead Director of The Bank of New York Mellon Corporation; Retired CEO of Deloitte LLP | 2015 | ⬤ | ⬤(2) | ⬤ | C | | | | 2 | | M. Amy Gilliland President of General Dynamics Information Technology | 2021 | ⬤ | ⬤(2) | | | ⬤ | | C | 0 | | Jeffrey A. Goldstein Senior Advisor at Canapi Ventures, Advisor Emeritus at Hellman & Friedman LLC | 2014 | ⬤ | | | ⬤ | ⬤ | C | | 1 | | K. Guru Gowrappan CEO, Asurion, LLC | 2021 | ⬤ | ⬤(2) | | | ⬤ | | ⬤ | 0 | | Charles F. Lowrey Executive Chairman and Retired CEO, Prudential Financial, Inc. | 2026 | ⬤ | | | | | | | 1 | | 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 CEO and Chairman of the Board of The Bank of New York Mellon Corporation | 2022 | | | | | | | | 0 | | Alfred W. “Al” Zollar Retired Executive Partner at Siris Capital Group, LLC | 2019 | ⬤ | | | ⬤ | | ⬤ | ⬤ | 2 |

  3. Director Nominees and Committee Membership

    | (1) Ralph Izzo, who currently serves as an independent director, will not be standing for re-election at the 2026 Annual Meeting. Mr. Izzo currently serves as chair of the Corporate Governance, Nominating and Social Responsibility Committee, and on the Audit Committee and the Human Resources and Compensation Committee. |

  4. Director Nominees and Committee Membership

    | (2) Financial expert within the meaning of the Securities and Exchange Commission (“SEC”) rules. |

  5. Director Nominees and Committee Membership

    | “C” | indicates Committee Chair. |

  6. Compensation Philosophy and Governance Practices

    | Compensation Principle | How Our Compensation Program Supports This Philosophy | | Directly Link Pay to Performance | • We take a balanced, future-focused approach to incentive compensation, combining near-term rewards with long-term value creation. • Cash Incentive: Delivers near-term recognition, representing 20% of total incentive for our CEO and 30% for other NEOs. • Deferred Equity: Drives sustained performance, representing 80% of total incentive for our CEO and 70% for other NEOs, awarded as: • Performance Share Units (“PSUs”): 60% of total incentive for CEO and 45% for other NEOs-driving multi-year performance and shareholder value. • Restricted Stock Units (“RSUs”): 20% of total incentive for CEO and 25% for other NEOs-reinforcing retention and long-term alignment. | | Recognize Corporate and Individual Performance | • Our incentive compensation program is performance-driven to ensure accountability and alignment with shareholder interests. Incentives are tied to company and individual performance, subject to satisfaction of a minimum funding threshold requirement. • Corporate Performance: Incorporates financial performance and non-financial outcomes; rewards achievement of key financial metrics and non-financial goals tied to our strategic pillars. • Individual Performance: Differentiate based on individual and, where relevant, business unit performance. • Long-Term Alignment: PSU earnouts reflect three-year performance on Adjusted ROTCE (weighted at 70%) and relative total shareholder return (“TSR”) (weighted at 30%), reinforcing future value creation. PSU payouts are capped at 150% of the number of PSUs granted (excluding dividend equivalents). | | Promote Long-Term Stock Ownership | • Our incentives are built to promote long-term focus and stock ownership. • Performance Vesting: PSUs vest after three years; RSUs vest annually over three years. • Alignment of Executive and Stockholder Interests: Hedging and pledging of company stock and derivatives are prohibited. • Ownership Standards that Drive Accountability: • CEO: Hold stock equal to 7× base salary within five years and retain 50% of net shares until age 60. • Other NEOs: Hold stock equal to 4× base salary within five years. • All NEOs: Retain 75% of net shares until compliant; 100% if out of compliance. | | Attract, Retain, and Motivate Talented Executives | Competitive Compensation: We take a market-based approach to attract and retain motivated talent to align compensation that is competitive within our peer group, while maintaining flexibility to navigate changing market dynamics. | | Balance Risk and Reward | • Annual Review of Risk in Compensation Plans: To ensure comprehensive risk oversight, the HRC Committee annually assesses compensation plans with the Chief Risk Officer to verify that they are well-balanced and do not encourage imprudent risk-taking. • Individual Risk Assessment: Each Executive Committee member’s performance is assessed from a risk perspective to help ensure risk is appropriately considered in compensation decisions. • Strong Clawback Policies: NEO cash and equity awards are subject to broad recoupment and forfeiture provisions, supplementing SEC and NYSE-compliant clawback rules. |

  7. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  8. Item 1. Election of Directors

    Item 1. Election of Directors

  9. Item 1. Election of Directors

    | RESOLUTION | Page 9 | | NOMINEES | Page 10 | | Director Qualifications | Page 16 | | Majority Voting Standard | Page 17 | | CORPORATE GOVERNANCE AND BOARD INFORMATION | Page 18 | | Our Corporate Governance Practices | Page 18 | | Board Leadership Structure | Page 28 | | Director Independence | Page 31 | | Business Relationships and Related Party Transactions Policy | Page 32 | | Our Approach to Sustainability | Page 34 | | Oversight of Risk | Page 36 | | Board Meetings and Committee Information | Page 37 | | Compensation Consultants to the HRC Committee | Page 41 | | Contacting the Board | Page 41 | | DIRECTOR COMPENSATION | Page 42 | | Overview | Page 42 | | 2025 Director Compensation Table | Page 44 |

  10. Item 1. Election of Directors

    | ITEM 1. ELECTION OF DIRECTORS | Resolution |

  11. Item 1. Election of Directors

    We are asking stockholders to elect the 11 nominees named in this proxy statement to serve on our Board until the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.

  12. Voting

    | Linda Z. Cook | | | Age: 67 Independent Director since 2016 CEO, 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 sustainability-related issues, as well as energy supply, demand and delivery | | Joseph J. Echevarria | | | Age: 69 Independent Director since 2015; Lead Director from 2016 through September 2019; Chairman from September 2019 through August 2025; Lead Director since September 2025 Retired CEO of Deloitte LLP Committees: Audit; Corporate Governance, Nominating and Social Responsibility; Finance (Chair) Other Current Public Company Board Service: Pfizer Inc., Unum Group | Mr. Echevarria served as CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named CEO. In addition to his current public company board service, Mr. Echevarria serves as a President and CEO of the University of Miami and President 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 |

  13. Voting

    | M. Amy Gilliland | | | Age: 51 Independent Director since 2021 President, General Dynamics Information Technology, a business unit of General Dynamics Corporation Committees: Audit, Human Resources and Compensation, Technology (Chair) 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 on the board of trustees of the Rett Syndrome Research Trust and the board of directors of 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: 70 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 |

  14. Voting

    | K. Guru Gowrappan | | | Age: 45 Independent Director since 2021 CEO of Asurion, LLC Committees: Audit, Human Resources and Compensation, Technology Other Current Public Company Board Service: None | Mr. Gowrappan has served as the CEO of Asurion, LLC since October 2025. He was President of Viasat, Inc. from April 2023 until January 2025 and 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 ecommerce 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 | | Charles F. Lowrey | | | Age: 68 Independent Director since 2026 Executive Chairman and Retired CEO, Prudential Financial, Inc. Other Current Public Company Board Service: Prudential Financial, Inc. (Executive Chairman of the Board) | Mr. Lowrey is Executive Chairman of Prudential Financial, Inc. Prior to becoming Executive Chairman in April 2025, Mr. Lowrey served as the company’s Chief Executive Officer from December 2018 until March 2025 and Chairman from April 2019 until March 2025. Prior to serving in these roles, he held a succession of leadership positions including head of Prudential’s International businesses and head of U.S. businesses. Mr. Lowrey also served as president and CEO of PGIM, Prudential’s global investment management business, and earlier as CEO of its real estate investment business, PGIM Real Estate. Before joining Prudential in 2001, Mr. Lowrey was a managing director and head of the Americas for J.P. Morgan’s Real Estate and Lodging Investment Banking group, where he began his investment banking career in 1988. Earlier, Mr. Lowrey spent four years as a managing partner of an architecture firm he founded in New York City. Mr. Lowrey received an MBA from Harvard University, a master’s degree in architecture from Yale University and a bachelor’s degree in architecture from Princeton University. Skills and Expertise: • Leadership of a publicly traded, large global financial institution • Experience in international business, banking, and global investment management • Expertise in strategy, operations, and organizational structuring of a large global financial institution |

  15. Voting

    | Sandie O’Connor | | | Age: 59 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: 57 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 St. Luke’s University Health Network, Blair Academy, Every Mother Counts, and Busload of Books, as well as on 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 |

  16. Voting

    | Rakefet Russak-Aminoach | | | Age: 60 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: 54 Management Director since 2022; Chairman of the Board since September 2025 Chief Executive Officer and Chairman of the Board of The Bank of New York Mellon Corporation Committees: None Other Current Public Company Board Service: None | Mr. Vince has served as Chairman of BNY’s Board since September 2025 and as President and CEO of BNY since September 2022; he served as President and CEO-elect from March 2022 until September 2022. Previously, Mr. Vince 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 |

  17. Voting

    | Alfred W. “Al” Zollar | | | Age: 71 Independent Director since 2019 Retired Executive Partner at Siris Capital Group, LLC Committees: Finance, Risk, Technology 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 Concordance, 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 |

  18. Our Corporate Governance Practices

    Our Corporate Governance Practices The high standards set by our governance structure support the strength and resiliency of our business. This structure, which is underpinned by a deeply experienced and independent board, active engagement with key stakeholders and the adoption of board governance best practices, is designed to benefit all our stakeholders, including our stockholders, clients, employees and communities. Several of our key governance practices are outlined below.

  19. Our Corporate Governance Practices

    | INDEPENDENCE | ü Our Board is composed entirely of independent directors (other than our CEO) who regularly meet in executive sessions without management present, led by our independent Lead Director at Board meetings and committee chairs at committee meetings. ü Our independent Lead Director (who is selected when there is not an independent Chairman), selected annually by our independent directors, has clear and comprehensive duties, including: • acting as a liaison between and among the other independent directors, the CEO, and management generally; • having the authority to call a special meeting of the independent directors or the full Board; • presiding over Board and stockholder meetings if the Chairman of the Board is absent; • reviewing and approving Board meeting agendas, materials and schedules; • leading executive sessions and meetings of independent directors; • being available to meet with major stockholders and regulators as applicable; and • consulting with the Chair of the HRC Committee on CEO performance and compensation and with the Chair of the CGNSR Committee on CEO succession planning. ü All Board committees are composed entirely of independent directors. |

  20. Our Corporate Governance Practices

    | ACTIVE ENGAGEMENT | ü We had a high rate of director attendance at Board and committee meetings in 2025, averaging approximately 97%. ü We actively engage with our stakeholders through multiple initiatives, proactively reaching out to investors representing approximately two-thirds of our outstanding common shares during the offseason in the fall and during the proxy season in the spring as well as other stakeholders. ü Stockholders and other interested parties can directly contact our Board (see “Contacting the Board” on page 41 and “Helpful Resources” beginning on page 107). |

  21. Our Corporate Governance Practices

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

  22. Our Corporate Governance Practices

    | BOARD GOVERNANCE | ü Our Corporate Governance Guidelines require that the CGNSR Committee consider enhanced director qualifications in connection with director nominations (i.e., stricter standards than would otherwise apply under relevant securities rules and listing standards), including a nominee’s character and integrity, background and experience, and record of accomplishment in senior-level roles. ü Our Board, each of our standing committees, and each of our individual directors conduct annual self-evaluations that have resulted in enhancements to Board functioning (see “Evaluation of Board and Committee Effectiveness” on page 24). ü Our by-laws permit holders in the aggregate of 20% of our outstanding common stock to call a special stockholder meeting. ü Our Restated Certificate of Incorporation, as amended, allows for action by written consent of stockholders representing at least the minimum number of votes that would be necessary to take the action at a meeting of stockholders. ü Our Corporate Governance Guidelines provide that directors will annually select either an independent Lead Director or an independent Chairman based on the best interests of the company. Mr. Echevarria has served as independent Lead Director since September 2025; he previously served as the independent Chairman of the Board from September 2019 through August 2025. ü Our Corporate Governance Guidelines provide key guidance and policies for the CGNSR Committee to consider in connection with its director succession and refreshment planning: ü The CGNSR Committee has discretion to recommend to the Board, and the Board the discretion to approve, a nominee for re-election who would be 75 years of age or older at the time of election if, after considering the criteria for selecting director nominees, the capacity of such nominee to continue to make meaningful contributions to the Board and the needs of the company, the Board determines that the re-nomination is in the best interests of the company. ü The CGNSR Committee must consider, among other factors, the number of other public company boards on which a director serves as part of this review, and the Board maintains an overboarding policy. ü The CGNSR Committee additionally reviews committee chair appointments to facilitate periodic rotation in order to balance the benefits of the committee chair’s experience and knowledge with the benefits of fresh perspectives. ü Policies related to trading in company securities by executive officers and directors prohibit the hedging and pledging of company securities. ü Our comprehensive Enterprise Sustainability program incorporates active reporting and oversight by the Board and its committees, including with respect to environmental management, sustainability, inclusive economy, and governance. ü The Board regularly reviews developments and trends in corporate governance and is committed to maintaining a robust governance framework that incorporates best practices and reinforces our commitment to all stakeholders. ü Our 2024 Sustainability Report represents our 19th standalone report covering sustainability topics; our 2025 Sustainability Report will be available later this year. ü Our Board participates in information sessions during regularly scheduled and special meetings, receiving business, regulatory and other updates from senior management. In addition, our Board regularly receives reports from the chair of each standing committee to help ensure oversight and transparency regarding each committee’s activities. |

  23. Our Corporate Governance Practices

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

  24. 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. |

  25. Evaluation of Board and Committee Effectiveness

    | Follow-Up and Accountability | • Self-evaluation results are compared to prior year results to track improvements and promote long-term accountability. • Board and management take appropriate action as necessary to address additional considerations. | | | Areas in which director feedback has led to further discussion and enhancements in recent cycles: • Addition to Board and committee agendas of topics and perspectives to aid directors in their oversight responsibilities. • Adjustments to content, timing and style of Board and committee meeting materials. • Format, structure and content of the new director orientation process and continuing education program. • Allocation of time at Board and committee meetings to enable more time for director discussion. • Arrangement of the Board meeting schedule to facilitate informal engagement among directors as well as individual and small group touchpoints beyond the members of senior management that typically interact with the Board. |

  26. Committees and Committee Charters

    | Human Resources and Compensation Committee 5 Independent Members 7 Meetings in 2025 | 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 41. | | Risk Committee 5 Independent Members 5 Meetings in 2025 | See “Oversight of Risk” beginning on page 36 for a discussion of the Risk Committee’s duties and responsibilities, which include: (1) review and approval of significant enterprise-wide risk management policies and associated risk management frameworks; (2) review and approval of the company’s risk appetite statement; (3) review of significant risk exposures; (4) evaluation of risk exposure and tolerance; (5) review and evaluation of the company’s practices with respect to risk assessment and risk management; and (6) review, with respect to risk management and compliance, of certain significant management and/or regulatory reports. Our Board has determined that Mr. Goldstein satisfies the independence requirements to serve as Chair of the Risk Committee set out in the Board of Governors of the Federal Reserve System rules and has experience in identifying, assessing and managing risk exposures of large, complex financial firms based upon his senior leadership experience at a number of financial institutions. | | Technology Committee 5 Independent Members 6 Meetings in 2025 | The Technology Committee is responsible for reviewing the company’s technology planning and strategy, as well as 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 AI developments and governance. |

  27. Compensation Consultants to the HRC Committee

    Compensation Consultants to the HRC Committee The HRC Committee has the sole authority to retain, terminate and approve the fees and other engagement terms of any compensation consultant directly assisting the committee, and may select or receive advice from any compensation consultant only after taking into consideration all factors relevant to the consultant’s independence from management, including the factors set forth in the NYSE’s rules. The HRC Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its compensation consultant for 2025. As discussed in greater detail in the “Compensation Discussion & Analysis” beginning on page 49, throughout the year, the compensation consultant assists the committee in its analysis and evaluation of compensation matters relating to our executive officers. The HRC Committee’s independent compensation consultant reports directly to the HRC Committee, attends the meetings of the committee, and meets with the committee in executive session without management present. The compensation consultant also reviews and provides input on committee meeting materials and advises on other matters considered by the committee. The HRC Committee annually reviews the independence of its compensation consultant. Throughout the year, Meridian worked with management in executing its services to the HRC Committee, but did not provide services to management without pre-approval by the committee’s Chair. In addition, Meridian maintains, and has provided to the HRC Committee, a written policy designed to avoid and address potential conflicts of interest. The HRC Committee considered the company’s relationship with Meridian during the year, assessed the independence of Meridian pursuant to SEC and NYSE rules, and concluded that there are no conflicts of interest that would prevent Meridian from independently representing the HRC Committee. During 2025, in addition to serving as the HRC Committee’s independent compensation consultant, Meridian also advised the CGNSR Committee with respect to non-employee director compensation, as discussed further in the “Director Compensation” section below.

  28. Overview

    Overview The CGNSR Committee is responsible for reviewing and making recommendations to the Board regarding non-employee director compensation. The CGNSR Committee annually reviews non-employee director compensation to help ensure that it is consistent with market practice and aligns our directors’ interests with those of stockholders while not calling into question the directors’ objectivity. In undertaking its review, the CGNSR Committee utilizes benchmarking data regarding non-employee director compensation of the company’s peer group based on public filings with the SEC, as well as survey information analyzing non-employee director compensation at U.S. public companies. As discussed on page 41, Meridian provides assistance to the CGNSR Committee by compiling the benchmarking data and survey information. Our Corporate Governance Guidelines provide that compensation for our independent directors’ services may include annual cash retainers; shares of our common stock; deferred stock units or options on such shares; meeting fees; fees for serving as a committee chair; and fees for serving as a director of one of our subsidiaries. We also reimburse directors for their reasonable out-of-pocket expenses in connection with attendance at Board meetings, including airfare expenses not exceeding the first-class commercial rate. In addition, corporate aircraft may be used for directors in accordance with the company’s aircraft usage policy. Directors will also be reimbursed for reasonable out-of-pocket expenses (including tuition and registration fees) relating to attendance at seminars and training sessions relevant to their service on the Board and in connection with meetings or conferences which they attend at the company’s request.

  29. 2025 Director Equity Compensation

    2025 Director Equity Compensation Based on its review for 2025, the CGNSR Committee, which had been advised on the matter by Meridian, recommended, and the Board approved, an annual equity award with a value of $215,000 for each independent director. The annual equity award was granted in the form of deferred stock units that vest on the earlier of one year after the date of the award or on the date of the next Annual Meeting of Stockholders, and must be held for as long as the director serves on the Board. The units accrue dividends, which are reinvested in additional deferred stock units. This award of deferred stock units was granted shortly after the 2025 Annual Meeting of Stockholders for directors elected at such meeting.

  30. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information concerning the compensation of each independent director who served in 2025. As a management director, Mr. Vince did not receive any compensation for his service on the Board.

  31. 2025 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 | $162,500 | $215,000 | — | — | $377,500 | | Joseph J. Echevarria(1) | $326,250 | $215,000 | — | — | $541,250 | | M. Amy Gilliland | $145,000 | $215,000 | — | — | $360,000 | | Jeffrey A. Goldstein(1) | $162,500 | $215,000 | — | — | $377,500 | | K. Guru Gowrappan(1) | $132,500 | $215,000 | — | — | $347,500 | | Ralph Izzo(1) | $157,500 | $215,000 | — | — | $372,500 | | Sandie O’Connor(1) | $132,500 | $215,000 | — | $135,000 | $482,500 | | Elizabeth E. Robinson(1) | $165,000 | $215,000 | — | $110,000 | $490,000 | | Rakefet Russak-Aminoach | $132,500 | $215,000 | — | — | $347,500 | | Alfred W. “Al” Zollar | $145,000 | $215,000 | — | — | $360,000 |

  32. 2025 Director Compensation Table

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

  33. 2025 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 2,904 deferred stock units granted to each independent director in April 2025, using the valuation methodology for equity awards set forth in note 16 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). As of December 31, 2025, each of Mses. Cook, Gilliland, O’Connor, Robinson and Russak-Aminoach and Messrs. Echevarria, Goldstein, Gowrappan, Izzo and Zollar owned 2,904 unvested deferred stock units. |

  34. 2025 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. |

  35. 2025 Director Compensation Table

    | ITEM 2. ADVISORY VOTE ON COMPENSATION |

  36. Overview

    | • | promote long-term stock ownership; |

  37. Overview

    The HRC Committee reviews the company’s executive compensation program to support alignment with these goals and our long-term business strategy and priorities. In conducting this review, the HRC Committee consults with its independent compensation consultant and management, and also takes into account company performance, market trends and practices, and feedback received during stakeholder engagement. Commencing with the 2025 performance year, the HRC Committee determined not to maintain a target total compensation structure for our NEOs to provide more flexibility and to better align our executive compensation program with the company’s most comparable peers. The HRC Committee will continue to determine compensation using a holistic, balanced approach to assess both corporate and individual performance that integrates financial results, strategic execution, and progress across key non-financial priorities. Many of the elements of the former executive scorecard have been maintained as they have served the HRC Committee well in providing a rigorous assessment of corporate and individual performance that supported judicious compensation decisions. Corporate performance continues to be evaluated against a range of financial metrics and a range of non-financial outcomes. Furthermore, incentive compensation is awarded only if a minimum funding threshold requirement is met. Individual performance continues to be evaluated based on each NEO’s individual performance with respect to the company’s broader strategy and goals set for each NEO and approved by the HRC Committee at the beginning of the year, which align with the company’s strategic pillars (Be More For Our Clients, Run Our Company Better and Power Our Culture). In furtherance of the foregoing, on February 23, 2026, the HRC Committee approved the 2026 Executive Incentive Compensation Plan (the “2026 EICP”) and the Board of Directors terminated the 2019 Executive Incentive Compensation Plan. The 2026 EICP applies to annual incentive awards for executives selected by the HRC Committee (as defined in the 2026 EICP), including the company’s NEOs, beginning with the 2026 plan year. The 2026 EICP provides that the HRC Committee has sole discretion to determine whether to grant an incentive award and the amount of any award (an “Incentive Award”) and may take into account evaluations of a participant’s performance and contributions toward the achievement of the company’s corporate, business unit, or functional performance goals for the plan year. Incentive Awards will be paid in cash, in the form of awards under the company’s long-term incentive plan or other applicable plan, in shares of the company’s common stock or any combination of the foregoing, as determined by the HRC Committee in its discretion. Unless otherwise determined by the HRC Committee, a participant must be actively employed with the company on the date of payment to be eligible for an Incentive Award. The 2026 EICP provides for a minimum Incentive Award if a Change in Control (as defined in the 2026 EICP) occurs and includes forfeiture and recovery provisions.

  38. Overview

    The primary elements of our 2025 compensation program for our NEOs are base salary (which remained unchanged relative to 2024) and incentive compensation, delivered through a combination of cash and deferred equity awards in the form of PSUs and RSUs, both of which align directly with stockholder outcomes. The HRC Committee determined that the earnout for the 2026 PSU grants (granted in 2026 for 2025 performance) will continue to be based on the company’s return on Adjusted ROTCE and relative TSR over a three-year performance period (2026-2028). The HRC Committee believes these metrics appropriately focus our executive officers on future earnings growth and prudent capital deployment, while further aligning executive compensation with stockholder interests by ensuring earnouts of previously awarded compensation depend on ongoing performance of the company.

  39. Strong Financial Performance Reflecting Effective Leadership

    Strong Financial Performance Reflecting Effective Leadership Our financial results in 2025 demonstrate the power of the leadership and performance of our CEO and other NEOs, as well as the effectiveness of our strategy. In 2025, we delivered record net income applicable to common shareholders of $5.3 billion on record revenue of $20.1 billion and generated a pre-tax margin of 35% and an ROTCE of 26%(1). Importantly, these are not isolated achievements. They represent the cumulative result of strategic clarity and three years of disciplined execution. Since Mr. Vince became CEO in 2022, the company has consistently improved its business and operating performance, leading to strong financial and stockholder results. The Board believes these results reflect our CEO’s and the other NEOs’ demonstrated ability to drive superior financial performance while maintaining the rigorous risk and control environment that is essential to a financial services platforms company at the heart of the world’s capital markets. Considering our success over the past few years under Mr. Vince’s leadership, the Board approved in December 2025 an equity-based award, conditioned on Mr. Vince’s continued leadership, comprised of RSUs and stock options, which are tied to BNY’s future stock performance and vest over a six-year period. It complements, without replacing, BNY’s existing performance-based incentive programs and strengthens alignment with long-term stockholder value. Overall, the award reinforces our leadership continuity and maintains a clear, accountable pay-for-performance structure that supports BNY’s multi-phase transformation. See “CEO Long-Term Transformation and Retention Award” section on page 53 for more information.

  40. Compensation Philosophy and Governance Practices

    | Compensation Principle | How Our Compensation Program Supports This Philosophy | | Directly Link Pay to Performance | • We take a balanced, future-focused approach to incentive compensation, combining near-term rewards with long-term value creation. • Cash Incentive: Delivers near-term recognition, representing 20% of total incentive for our CEO and 30% for other NEOs. • Deferred Equity: Drives sustained performance, representing 80% of total incentive for our CEO and 70% for other NEOs, awarded as: • PSUs: 60% of total incentive for CEO and 45% for other NEOs-driving multi-year performance and shareholder value and long-term alignment with stockholders. • RSUs: 20% of total incentive for CEO and 25% for other NEOs-reinforcing retention and long-term alignment with stockholders. | | Recognize Corporate and Individual Performance | • Our incentive compensation program is performance-driven to ensure accountability and alignment with shareholder interests. Incentives are tied to company and individual performance, subject to satisfaction of a minimum funding threshold requirement. • Corporate Performance: Incorporates financial performance and non-financial outcomes; rewards achievement of key financial metrics and non-financial goals tied to our strategic pillars. • Individual Performance: Differentiate based on individual and, where relevant, business unit performance. • Long-Term Alignment: PSU earnouts reflect three-year performance on Adjusted ROTCE (weighted at 70%) and relative TSR (weighted at 30%), reinforcing future value creation. PSU payouts are capped at 150% of the number of PSUs granted (excluding dividend equivalents). | | Promote Long-Term Stock Ownership | • Our incentives are built to promote long-term focus and stock ownership. • Performance Vesting: PSUs vest after three years; RSUs vest annually over three years. • Alignment of Executive and Stockholder Interests: Hedging and pledging of company stock and derivatives are prohibited. • Ownership Standards that Drive Accountability: • CEO: Hold stock equal to 7× base salary within five years and retain 50% of net shares until age 60. • Other NEOs: Hold stock equal to 4× base salary within five years. • All NEOs: Retain 75% of net shares until compliant; 100% if out of compliance. | | Attract, Retain, and Motivate Talented Executives | Competitive Compensation: We take a market-based approach to attract and retain motivated talent to align compensation that is competitive within our peer group, while maintaining flexibility to navigate changing market dynamics and deliver pay outcomes aligned with company and individual performance. | | Balance Risk and Reward | • Annual Review of Risk in Compensation Plans: To ensure comprehensive risk oversight, the HRC Committee annually assesses compensation plans with the Chief Risk Officer to verify that they are well-balanced and do not encourage imprudent risk-taking. • Individual Risk Assessment: Each Executive Committee member’s performance is assessed from a risk perspective to help ensure risk is appropriately considered in compensation decisions. • Strong Clawback Policies: NEO cash and equity awards are subject to broad recoupment and forfeiture provisions, supplementing SEC and NYSE-compliant clawback rules. |

  41. Executive Pay Practice Highlights

    | What We Do ☑ | | Directly Link Pay to Performance Our executive compensation program emphasizes performance-based pay and consists of annual cash incentive and long-term equity awards that align to stockholder interests. | | Sustained Performance for Long-Term Awards All equity awards, PSUs and RSUs, align executives’ and stockholders’ interests based on stock price performance. Furthermore, our PSU program establishes rigorous performance goals aligned with our strategic vision, incorporating both absolute performance and relative performance versus peers to ensure that earnouts of previously awarded compensation depend on ongoing performance of the company. | | Long-Term Stock Ownership We promote long-term stock ownership through deferred equity compensation and stock ownership requirements, with directors and executive officers required to maintain a minimum level of company stock to enhance alignment with stockholders. | | Appropriate Risk and Reward A substantial portion of compensation awarded to our NEOs is delivered through variable, at-risk incentives. Additional information on our compensation risk management practices is provided in the “Risk Assessment” and “How We Address Risk and Controls” sections beginning on pages 58 and 76, respectively. | | Balanced Compensation Structure Our compensation framework delivers incentives through a diversified mix of cash and equity compensation and multiple performance metrics, with incentive outcomes determined based on corporate and individual goals anchored in financial results and supported by non-financial considerations. | | Robust Stakeholder Outreach Program We actively engage with our stakeholders through multiple initiatives, reaching out to investors representing approximately two-thirds of our outstanding common shares as well as proxy advisory firms and other stakeholders. | | Comprehensive Clawback and Forfeiture Policies We maintain recoupment policies that apply to both cash and equity incentives. Each of our pay practices, including with respect to our clawback and forfeiture policies, is described more fully beginning on page 74. | | Highly Qualified Independent Compensation Committee All members of the HRC Committee are highly qualified, satisfy applicable independence standards. |

  42. Executive Pay Practice Highlights

    | What We Don’t Do ☒ | | No Fixed-Term Employment Agreements | | No Single-Trigger Change-in-Control Benefits | | No Excessive Severance Benefits | | No Severance-Related Tax Gross-Ups | | No Excessive Perquisites or Benefits | | No Hedging, Pledging, or Short-Sales of Our Stock | | No Dividend Equivalents Paid on Unearned PSUs or RSUs |

  43. CEO Long-Term Transformation and Retention Award

    CEO Long-Term Transformation and Retention Award As BNY’s multi-year transformation shifts from a foundation-setting phase to a period focused on scaling our platforms and growth ambitions, the Board determined that maintaining stable, long-term leadership is critical to executing our strategy and creating lasting value for stockholders. The Board also considered that the frequent change in CEO leadership over the previous 20 years had not served the company well in creating a sustainable long-term vision and execution of its strategy. Recognizing Mr. Vince’s bold, long-term vision for the Company, and the peer-leading shareholder value creation during his tenure to date, the independent members of the Board determined it is in the best interests of the Company and its shareholders to ensure that Mr. Vince continues to lead the Company for a significant number of years. To reinforce the importance of leadership continuity amid a highly competitive landscape for executive leadership talent, as well as peer company market developments regarding CEO compensation, in December 2025, the HRC Committee approved, and the independent members of the Board unanimously supported, a one-time CEO Long-Term Transformation and Retention Award (the “Award” or the “CEO Long-Term Transformation and Retention Award”), as disclosed in our Form 8-K filed on December 9, 2025. The Board also recognized the exceptional value of Mr. Vince in building a strong executive team and reinvigorating the company’s culture, which has enabled the company’s multi-phase transformation and improved financial performance while making meaningful investments in the long-term success of the company. The Award is entirely equity-based and consists of RSUs with a grant date value of $25 million and 869,263 stock options, each granted under our 2023 Long-Term Incentive Plan. The grant date value of the RSUs and the exercise price of the options were based on the closing price of our common stock on the grant date, which was then at an all-time high. Since becoming CEO in 2022 and as of the date of this proxy statement, Mr. Vince has not sold any BNY stock, demonstrating his alignment with long-term stockholder value creation. The RSUs and stock options are subject to an extended vesting schedule that is intended to promote continuity of leadership by encouraging Mr. Vince to continue to lead the company for many years as we progress through our multi-phase transformation. Both the RSUs and options vest in two equal installments on the fifth and sixth anniversaries of the grant date, in each case subject to Mr. Vince’s continued employment through the applicable vesting date, with only limited exceptions consistent with our standard plan provisions. In addition, net shares delivered upon Mr. Vince’s exercise of the options are subject to a two-year post-exercise holding requirement, and all shares underlying the Award remain subject to our stock ownership guidelines and robust clawback and recoupment policies. The CEO Long-Term Transformation and Retention Award is designed to align Mr. Vince’s interests even more closely with those of our stockholders over the long term, and the Award was structured with an extended vesting schedule. The realizable value of the portion of the Award granted in options depends entirely on BNY’s future stock price performance and Mr. Vince’s continued leadership; the Award is delivered entirely in BNY stock. Taken together, the CEO Long-Term Transformation and Retention Award and our existing incentive programs create a single, coherent pay structure: Mr. Vince’s near-term compensation continues to be earned through rigorous, performance-based goals, while this Award ties a significant portion of his long-term compensation directly to increases in BNY’s stock price. Under Mr. Vince’s leadership since 2022, BNY has delivered total shareholder return of +178% which compares favorably to total shareholder return of +68% for the S&P 500 Financials Index over the past 3 years.

  44. CEO Long-Term Transformation and Retention Award

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

  45. CEO Long-Term Transformation and Retention Award

    BNY’s financial performance over the period 2022-2025 has been meaningfully differentiated from that of the decade (2012-2022) prior to Mr. Vince’s leadership, with improved revenue, pre-tax income and earnings per share growth, positive operating leverage and pre-tax margin expansion. Additional details on company performance under Mr. Vince’s tenure, including fiscal year 2025 results and three-year outcomes, are provided in “Financial Performance Highlights” on page 3 and in “Pay Versus Performance” on page 89.

  46. CEO Long-Term Transformation and Retention Award

    | HRC Committee’s Purpose and Rationale for the Grant |

  47. CEO Long-Term Transformation and Retention Award

    The CEO Long-Term Transformation and Retention Award is a long-term equity award that recognizes Robin Vince’s leadership and is designed to keep him in place to complete BNY’s multi-phase transformation.

  48. CEO Long-Term Transformation and Retention Award

    | Reinforces leadership continuity • Supports the Board’s strong desire for leadership continuity by encouraging Mr. Vince to remain in the CEO role for many years. It is different from the annual incentive program which rewards performance of the prior year. • Addresses the impact to financial performance and shareholder value from the prior history of CEO turnover and execution disruption. | Supports execution of a multi-phase plan • BNY is moving from a foundation-building phase to a period focused on unlocking scale and growth across our platforms. • Intended to keep our CEO leading the company through our transformation. | | Aligns with long-term stockholder value • Award is granted entirely in equity (RSUs and stock options) with no cash component. • Realizable value depends on BNY’s stock price performance over time and is subject to ownership guidelines, holding requirements and clawback and recoupment policies. | Recognizes demonstrated performance • Reflects the Board’s assessment of strong financial and strategic performance under Mr. Vince’s leadership over the last three years with a desire to incentivize retention over the long-term to continue that progress. • Complements, and does not replace, annual performance-based incentive opportunities. The vesting schedule of this Award at 5-6 years is significantly longer than the equity awards granted in the annual incentive program at 3 years and is therefore retentive in its nature. |

  49. CEO Long-Term Transformation and Retention Award

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

  50. CEO Long-Term Transformation and Retention Award

    | Key Terms of the CEO Long-Term Transformation and Retention Award |

  51. CEO Long-Term Transformation and Retention Award

    The following table focuses on the specific grant structure, including the mix of vehicles, vesting conditions and safeguards that determine when any value may be realized.

  52. CEO Long-Term Transformation and Retention Award

    | Grant Value and Components | • Equity awards granted to Chairman and CEO Robin Vince in December 2025, as disclosed in our Form 8-K filed December 11, 2025. • Consists of RSUs with a grant date value of $25 million and 869,263 stock options, granted under the 2023 Long-Term Incentive Plan. | | Vesting and Service Condition | • Both RSUs and options vest in two equal installments on the 5th and 6th anniversaries of the grant date. • Vesting is contingent on Mr. Vince’s continued employment through each vesting date. | | Exercise Price of Stock Options; Holding Period | • Options have an exercise price equal to the closing price of BNY common stock on the grant date ($115.93). • Net shares delivered upon exercise are subject to a two-year holding period following exercise. | | Alignment and Risk Management | • Award value is directly linked to BNY’s future stock performance; no cash is paid in connection with the Award. • Subject to our stock ownership guidelines, holding requirements and clawback and recoupment policies applicable to senior executives. | | Relationship to Annual Compensation | • The Award is separate from Mr. Vince’s annual incentive award. • Annual incentives and deferred equity awards continue to be determined under our regular performance-based programs as described elsewhere in this CD&A. |

  53. CEO Long-Term Transformation and Retention Award

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

  54. Risk Assessment

    Risk Assessment A risk assessment is conducted on each NEO, which evaluates performance in the areas of Risk, Compliance, and Audit. In connection with its incentive compensation determinations, the HRC Committee reviews the outcomes of the individual risk assessment on each NEO, which supports the connection between our NEOs’ compensation and appropriate risk-taking behavior. Why this process is important: The HRC Committee continues to focus on our NEOs’ progress in strengthening the company’s risk and control infrastructure, including adherence to compliance programs, protection of the company’s reputation through lawful and conflict-free business practices, and effective operational risk management to minimize losses. NEOs are also evaluated on prudent oversight of credit, market, and liquidity risks, as well as on governance and audit integrity, ensuring Internal Audit expectations are met and control issues are addressed promptly. Collectively, these measures foster a disciplined, accountable, and risk-aware culture that safeguards the company’s financial strength, reputation, and long-term shareholder value. 2025 Performance Assessment: The HRC Committee may reduce or eliminate an NEO’s incentive award, and review or forfeit unvested PSUs and RSUs, if risk assessments fall below acceptable levels. For 2025, no incentive reductions or forfeitures were made.

  55. Other Reduction, Forfeiture or Clawback in Certain Circumstances

    Other Reduction, Forfeiture or Clawback in Certain Circumstances The company may cancel or claw back all or any portion of the PSUs, RSUs and stock options 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 74.

  56. 2025 Incentive Compensation Elements

    | Element | How It Pays | Links to Performance | | Cash | • Single cash payment in January 2026 | • 100% of incentive compensation is subject to risk assessment, clawback and forfeiture • 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 motivates and rewards achievement of long-term financial goals and reinforces alignment with stockholder interests • All equity awards, PSUs and RSUs, align executives and stockholder interests based on stock price performance • 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 | | PSUs | • Granted in February 2026 • 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 2026 • Vest in equal annual installments over three years | |

  57. 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. For the 2026 PSUs (granted in 2026 for 2025 performance), the HRC Committee confirmed the continued use of average Adjusted ROTCE and relative TSR as metrics for determining the earnout. The earnout will occur in 2029, based on the results over the three-year performance period ending December 31, 2028. 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 2026 PSUs at the end of the performance period, the HRC Committee approved the following performance grid:

  58. Performance Share Unit Program

    | 2026 PSU Earnout Grid (2026-2028 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%. | | | | |

  59. 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 2025 compensation program (the “Compensation Benchmarking Peer Group”), which is provided on page 72. The composition of the TSR Peer Group is reviewed annually by the HRC Committee and has not changed since the current PSU framework was implemented in 2021. The TSR Peer Group includes selected peers from S&P 500 companies in three industries: Asset Management & Custody Banks, Diversified Banks, and Investment Banking & Brokerage, to provide a comprehensive view of relative performance across a broad group of financial services companies. The companies in the TSR Peer Group and their ticker symbols are set forth below:

  60. 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) |

  61. Performance Share Unit Program

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

  62. Total Company Performance

    | • | Relative Performance (Compared to Peers): The company’s performance compared favorably with G-SIBs as well as the broader TSR Peer Group for 2025. Share price performance against the TSR Peer Group for 2025 was in the top quartile. |

  63. Awarded Total Direct Compensation Table

    | Named Executive Officers | Salary | Awarded Incentive Compensation | | | Awarded Total Direct Compensation | | | | Cash | PSUs | RSUs | | | Robin Vince Chairman and Chief Executive Officer | $1,300,000 | $9,510,000 | $28,530,000 | $9,510,000 | $48,850,000 | | Dermot McDonogh Senior Executive Vice President and Chief Financial Officer | $650,000 | $5,505,000 | $8,257,500 | $4,587,500 | $19,000,000 | | Jose Minaya Senior Executive Vice President and Global Head of BNY Investments and Wealth | $650,000 | $5,205,000 | $7,807,500 | $4,337,500 | $18,000,000 | | Kevin McCarthy Senior Executive Vice President and General Counsel | $650,000 | $2,430,000 | $3,645,000 | $2,025,000 | $8,750,000 | | Jayee Koffey Senior Executive Vice President and Chief Global Affairs Officer | $650,000 | $1,680,000 | $2,520,000 | $1,400,000 | $6,250,000 |

  64. 2023–2025 PSU Performance Results

    2023–2025 PSU Performance Results 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 the earnout ranges between 0%–150% of target in accordance with the performance grid previously approved by the HRC Committee. For the PSUs granted in February 2023, the applicable performance metrics were average Adjusted ROTCE (weighted 70%) and relative TSR (weighted 30%) over the 2023–2025 performance period, as summarized in the table below.

  65. 2023–2025 PSU Performance Results

    | Category | Details | | Grant Date | February 2023 | | Performance Period | 2023–2025 (three years) | | Performance Metrics | Average Adjusted ROTCE (70% weight) and relative TSR (30% weight) | | PSU Earnout (Total) | 147.5% of target (capped at 150%) | | Adjusted ROTCE Component | 125% earnout | | Relative TSR Component | 200% earnout | | Three-Year Average Adjusted ROTCE (excluding notable items)(1) | 24% (further adjusted by HRC Committee to 23%)(2) versus 21% target | | Relative TSR Percentile | 100th percentile versus TSR Peer Group |

  66. 2023–2025 PSU Performance Results

    | (1) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Non-GAAP Reconciliations beginning on page 109. |

  67. 2023–2025 PSU Performance Results

    | (2) 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 2023. |

  68. 2023–2025 PSU Performance Results

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

  69. 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 41.

  70. Role of Compensation Consultants

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

  71. Benchmarking

    Benchmarking

  72. 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 2025 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) |

  73. Benchmarking

    In consultation with the HRC Committee’s independent compensation consultant, in 2025 the committee considered the mix of businesses and industries represented and determined to retain the same peer group that was used for benchmarking 2024 compensation. See page 60 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.

  74. Benchmarking

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

  75. Benchmarking

    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.

  76. 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 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.

  77. Financial Performance Benchmarking

    Financial Performance Benchmarking The HRC Committee is provided with relative financial performance assessments against the peer groups 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.

  78. Clawback and Forfeiture Provisions

    | Trigger | Compensation Elements | Clawback | Forfeit | | Risk Rating Below Acceptable Tolerance | Unvested PSUs, RSUs and Stock Options | | 🌑 | | | Cash Incentive, Settled PSUs, RSUs and Net Shares Delivered from Exercised Stock Options | 🌑 | | | Conduct adverse to the Company’s Interest: • Policy violations, fraud, or conduct contributing to financial restatements or irregularities • Unauthorized competition or solicitation of customers or employees during employment • Violation of post-employment contractual obligations, including breaches of post-termination obligations under company agreements • Legal/regulatory requirements or award agreement violations | Unvested Equity Awards • Including dividend and dividend equivalents, as applicable | | 🌑 | | Material Adverse Conduct • Material adverse conduct, including competition, fraud, or financial reporting misconduct, or recovery required by law or regulation | Cash Incentive | 🌑 | | | NYSE Clawback Policy • Mandatory recovery upon financial restatements (NYSE Clawback Policy/Compliant with SEC rules) | Incentive compensation paid in excess of amounts that would have been earned based on restated financial results | 🌑 | |

  79. 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 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).

  80. 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 annual incentive | Pro-rata annual incentive for the year of termination | 2 years | 1 year |

  81. 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. On February 23, 2026, the HRC Committee amended and restated the Executive Severance Plan. The Executive Severance Plan, as amended and restated, maintains the same severance components and formula. Updates were to align with the 2026 EICP, including the descriptions of annual incentives. 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 number 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 85. 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.

  82. Severance Benefits

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

  83. How We Address Risk and Control

    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. 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.

  84. 2025 Summary Compensation Table

    2025 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 2025 for 2024 performance. A summary of the HRC Committee’s decisions on the compensation awarded to our NEOs for 2025 performance can be found in the “Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

  85. 2025 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary | Stock Awards(3)(4) | Options Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(6) | Total Compensation | | Robin Vince Chairman and Chief Executive Officer | 2025 | $1,300,000 | $47,440,141 | $25,000,004 | $9,510,000 | $222,825 | $83,472,970 | | | 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 | | Dermot McDonogh Senior Executive Vice President and Chief Financial Officer | 2025 | $650,000 | $8,767,584 | — | $5,505,000(2) | $59,720 | $14,982,304 | | | 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 | | Jose Minaya Senior Executive Vice President and Global Head of BNY Investments and Wealth | 2025 | $650,000 | $8,645,081 | — | $5,205,000 | $4,700,653 | $19,200,734 | | | 2024 | $213,958 | $11,673,844 | — | $3,705,000 | $2,708 | $15,595,511 | | Kevin McCarthy Senior Executive Vice President and General Counsel | 2025 | $650,000 | $4,567,632 | — | $2,430,000 | $22,116 | $7,669,748 | | Jayee Koffey Senior Executive Vice President and Chief Global Affairs Officer | 2025 | $650,000 | $3,517,580 | — | $1,680,000 | $22,806 | $5,870,386 | | Senthil Kumar Former Senior Executive Vice President and Chief Risk Officer | 2025 | $325,000 | $5,586,079 | — | $833,096(5) | $362,783 | $7,106,958 | | | 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 |

  86. 2025 Summary Compensation Table

    | (1) Because Mr. Minaya was an NEO only in 2025 and 2024, no disclosure is included for him for 2023. Because Mr. McCarthy and Ms. Koffey are being reported as NEOs for the first time in this year’s proxy statement, and were not NEOs in prior years, no compensation information is provided for 2024 or 2023. Mr. Kumar terminated employment with the company effective as of June 30, 2025. |

  87. 2025 Summary Compensation Table

    | (2) For Mr. McDonogh, includes $500,000 of cash incentive that was deferred by Mr. McDonogh in accordance with the BNY Mellon Deferred Compensation Plan. |

  88. 2025 Summary Compensation Table

    | (3) The amounts disclosed in this column include the grant date fair value of RSUs and PSUs granted in 2025, 2024, and 2023. For 2025, the grant date fair values of PSUs were: $16,830,051 for Mr. Vince; $5,636,256 for Mr. McDonogh; $5,557,540 for Mr. Minaya; $2,936,329 for Mr. McCarthy; $2,261,283 for Ms. Koffey, and $3,591,014 for Mr. Kumar. Assuming that the maximum level of performance conditions are achieved, the PSU values would be: $25,245,077 for Mr. Vince; $8,454,383 for Mr. McDonogh; $8,336,310 for Mr. Minaya; $4,404,493 for Mr. McCarthy; $3,391,925 for Ms. Koffey, and $5,386,521 for Mr. Kumar. For Mr. Vince, the awards disclosed in this column also include the RSUs awarded in December 2025 as part of the CEO Long-Term Transformation and Retention Award with a grant date fair value of $25,000,073. |

  89. 2025 Summary Compensation Table

    | (4) As previously disclosed in the Form 8-K, filed on December 11, 2025, 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 16 to the consolidated financial statements in our 2025 Annual Report. For stock options, the Black Scholes valuation model was used as set forth in note 16 to the consolidated financial statements in our 2025 Annual Report. |

  90. 2025 Summary Compensation Table

    | (5) For Mr. Kumar, represents a prorated annual incentive award for the year of termination pursuant to the Executive Severance Plan and his separation agreement. |

  91. 2025 Summary Compensation Table

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

  92. 2025 Summary Compensation Table

    | (6) The items comprising “All Other Compensation” for 2025 are: |

  93. 2025 Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits(a) | Contributions to Defined Contribution Plans(b) | New Hire Payments(c) | Cash Severance and Other Post- Termination Benefits(d) | Total | | Robin Vince | $206,825 | $16,000 | — | — | $222,825 | | Dermot McDonogh | $43,720 | $16,000 | — | — | $59,720 | | Jose Minaya | $25,000 | $16,000 | $4,659,653 | — | $4,700,653 | | Kevin McCarthy | $6,116 | $16,000 | — | — | $22,116 | | Jayee Koffey | $6,806 | $16,000 | — | — | $22,806 | | Senthil Kumar | $12,147 | — | — | 350,636 | $362,783 |

  94. 2025 Summary Compensation Table

    | (a) “Perquisites and Other Personal Benefits” for Mr. Vince consists of executive healthcare $25,000, executive financial management $18,720, and personal usage of the company aircraft $163,105. Beginning in late 2024, the Board determined to require our CEO to utilize company aircraft for all business and personal air travel in the interest of protecting his personal security, based on an assessment of risk, his high-profile position and work location. We believe this cost was an appropriate and necessary business expense and do not consider the cost 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. For Mr. McDonogh, this column consists of executive healthcare $25,000 and executive financial management $18,720. For Mr. Minaya and Ms. Koffey this column reflects executive healthcare ($25,000 and $6,806 respectively). For Mr. McCarthy and Mr. Kumar, this column reflects executive financial management ($6,116 and $12,147 respectively). |

  95. 2025 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. Mr. Kumar did not receive a matching contribution for 2025 due to his termination of employment as of June 30, 2025. |

  96. 2025 Summary Compensation Table

    | (c) “New Hire Payments” of $4,659,653 for Mr. Minaya consists of a cash buyout of unvested equity that was forfeited from his former employer included as part of his new hire offer. |

  97. 2025 Summary Compensation Table

    | (d) “Cash Severance and Other Post-Termination Benefits” consists of cash severance ($325,000), outplacement services ($11,625) and health coverage ($14,011) paid by the company during the fiscal year in connection with Mr. Kumar’s termination of employment on June 30, 2025, pursuant to the Executive Severance Plan and his separation agreement. |

  98. 2025 Summary Compensation Table

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

  99. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  100. 2025 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 ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock Awards ($)(4) | | Robin Vince | 2019 EICP | — | — | $9,510,000 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 197,559 | 296,339 | — | — | $16,830,051 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 65,853 | — | $5,610,017 | | | RSUs | 12/9/2025 | — | — | — | — | — | — | 215,648 | — | $25,000,073 | | | SO(5) | 12/9/2025 | — | — | — | — | — | — | 869,263 | $115.93 | $25,000,004 | | Dermot McDonogh | 2019 EICP | — | — | $5,505,000 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 66,161 | 99,242 | — | — | $5,636,256 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 36,757 | — | $3,131,329 | | Jose Minaya | 2019 EICP | — | — | $5,205,000 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 65,237 | 97,856 | — | — | $5,557,540 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 36,243 | — | $3,087,541 | | Kevin McCarthy | 2019 EICP | — | — | $2,430,000 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 34,468 | 51,702 | — | — | $2,936,329 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 19,149 | — | $1,631,303 | | Jayee Koffey | 2019 EICP | — | — | $1,680,000 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 26,544 | 39,816 | — | — | $2,261,283 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 14,747 | — | $1,256,297 | | Senthil Kumar | 2019 EICP | — | — | $833,096 | — | — | — | — | — | — | — | | | PSUs | 2/3/2025 | — | — | — | — | 42,153 | 63,230 | — | — | $3,591,014 | | | RSUs | 2/3/2025 | — | — | — | — | — | — | 23,419 | — | $1,995,065 |

  101. 2025 Grants of Plan-Based Awards

    | (1) Represents the actual cash incentive compensation amounts for 2025 performance under The Bank of New York Mellon Corporation 2019 Executive Incentive Compensation Plan (the “2019 EICP”). This cash incentive compensation paid was determined under the 2019 EICP and within plan limits. |

  102. 2025 Grants of Plan-Based Awards

    | (2) Represents the portion of the NEO’s incentive compensation award granted in the form of PSUs under the LTIP for performance during 2024. 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 will be paid out in shares of BNY common stock (earned dividend equivalents on applicable PSUs will be paid out in cash). 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. |

  103. 2025 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 2024. RSUs granted on February 3, 2025, vest in equal installments over three years. In addition, for Mr. Vince, represents the portion of the CEO Long-Term Transformation and Retention Award granted in the form of RSUs. Such RSUs vest in two equal installments on the fifth and sixth anniversaries of the grant. |

  104. 2025 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. |

  105. 2025 Grants of Plan-Based Awards

    | (5) Represents the portion of the CEO Long-Term Transformation and Retention Award granted in the form of stock options. Stock options vest and become exercisable in two equal installments on the fifth and sixth anniversaries of the grant date. |

  106. 2025 Grants of Plan-Based Awards

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

  107. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The market value of unvested or unearned awards is calculated using a $116.09 per share value, which was the closing price per share of our common stock on the NYSE on December 31, 2025 (the last trading day of the year).

  108. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(2) | | | | Stock Awards(3) | | | | | | | 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 | 2023 | | | | | 22,840 | $2,651,496 | — | — | | | 2024 | | | | | 65,165 | $7,565,005 | — | — | | | 2025 | | 869,263 | $115.93 | 12/9/2035 | 281,501 | $32,679,451 | — | — | | | 2023-2025 | — | — | — | — | — | — | 198,429(4) | $23,035,569 | | | 2024-2026 | — | — | — | — | — | — | 203,859(5) | $23,666,029 | | | 2025-2027 | — | — | — | — | — | — | 200,686(5) | $23,297,661 | | Dermot McDonogh | 2022 | | | | | 130,306 | $15,127,224 | | | | | 2023 | — | — | — | — | 19,830 | $2,302,065 | — | — | | | 2024 | — | — | — | — | 33,373 | $3,874,272 | — | — | | | 2025 | — | — | — | — | 36,757 | $4,267,120 | — | — | | | 2023-2025 | — | — | — | — | — | — | 61,354(4) | $7,122,603 | | | 2024-2026 | — | — | — | — | — | — | 69,601(5) | $8,080,026 | | | 2025-2027 | — | — | — | — | — | — | 67,208(5) | $7,802,209 | | Jose Minaya | 2024 | | | | | 164,166 | $19,058,031 | — | — | | | 2025 | — | — | — | — | 36,243 | $4,207,450 | — | — | | | 2025-2027 | — | — | — | — | — | — | 66,270(5) | 7,693,244 | | Kevin McCarthy | 2023 | — | — | — | — | 9,788 | $1,136,289 | — | — | | | 2024 | — | — | — | — | 18,811 | $2,183,769 | — | — | | | 2025 | — | — | — | — | 19,149 | $2,223,007 | — | — | | | 2023-2025 | — | — | — | — | — | — | 56,692(4) | $6,581,403 | | | 2024-2026 | — | — | — | — | — | — | 39,231(5) | $4,554,381 | | | 2025-2027 | — | — | — | — | — | — | 35,014(5) | $4,064,729 | | Jayee Koffey | 2023 | — | — | — | — | 12,278 | $1,425,353 | — | — | | | 2024 | — | — | — | — | 12,694 | $1,473,646 | — | — | | | 2025 | — | — | — | — | 14,747 | $1,711,979 | — | — | | | 2024-2026 | — | — | — | — | — | — | 26,475(5) | $3,073,499 | | | 2025-2027 | — | — | — | — | — | — | 26,964(5) | $3,130,270 | | Senthil Kumar | 2023 | — | — | — | — | 12,013 | $1,394,589 | — | — | | | 2024 | — | — | — | — | 23,598 | $2,739,492 | — | — | | | 2025 | — | — | — | — | 23,419 | $2,718,712 | — | — | | | 2023-2025 | — | — | — | — | — | — | 69,576(4) | $8,077,108 | | | 2024-2026 | — | — | — | — | — | — | 49,215(5) | $5,713,375 | | | 2025-2027 | — | — | — | — | — | — | 42,820(5) | $4,971,003 |

  109. 2025 Outstanding Equity Awards at Fiscal Year-End

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

  110. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Refers to the year of grant for RSUs and Options, and to the performance period for PSUs. For Mr. Vince RSUs granted in 2025 reflect annual performance awards and the portion of the CEO Long-Term Transformation and Retention Award granted in the form of RSUs. |

  111. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) Stock Options will vest and become exercisable in two equal installments on the fifth and sixth anniversaries of the grant date, generally subject to Mr. Vince’s continued employment with the company through the applicable vesting date. The net shares delivered upon the exercise of the stock options will be subject to a two-year holding period after such exercise. |

  112. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) RSUs vest in accordance with the following schedule: |

  113. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Year of Grant | | | 2022 | For Mr. McDonogh’s buyout award granted in December 2022, 50,060 RSUs vested on February 28, 2026, and 36,919 RSUs will vest on February 28, 2027, 26,213 RSUs will vest on February 28, 2028, and 17,114 will vest on February 28, 2029. | | 2023 | Three-year pro-rata vesting for annual awards, excluding Ms. Koffey; the remaining unvested RSUs vested on February 15, 2026. For Mr. McDonogh 9,237 RSUs vested on February 28, 2026. For Ms. Koffey, 6,139 vested on February 28, 2026 and 6,139 RSUs will vest on February 15, 2027. | | 2024 | Three-year pro-rata vesting for annual awards; 50% of the remaining RSUs vested on February 15, 2026, and the remainder will vest on February 15, 2027. For Mr. Minaya, 82,429 RSUs vested on February 28, 2026, and 81,737 RSUs will vest on February 28, 2027. | | 2025 | Three-year pro-rata vesting for annual awards; 33% vested on February 15, 2026, and the remaining unvested RSUs will vest 50% on February 15, 2027, and 50% on February 15, 2028. For Mr. Vince, 107,824 RSUs will vest on December 9, 2030 and 107,824 RSUs will vest on December 9, 2031. |

  114. 2025 Outstanding Equity Awards at Fiscal Year-End

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

  115. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Performance Period | | | 2023-2025 | Earned at 147.5% 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. | | 2025-2027 | 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. |

  116. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) Includes accrued dividends on the PSUs granted in 2023 as of December 31, 2025, which were earned based on performance. |

  117. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) Includes accrued dividends on the PSUs granted in 2024 and 2025, assuming target performance. |

  118. 2025 Outstanding Equity Awards at Fiscal Year-End

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  119. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  120. 2025 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 | — | — | 161,084 | $14,011,547 | | Dermot McDonogh | — | — | 98,143 | $8,699,539 | | Jose Minaya | — | — | — | $0 | | Kevin McCarthy | — | — | 69,455 | $6,035,237 | | Jayee Koffey | — | — | 14,486 | $1,274,668 | | Senthil Kumar | — | — | 76,585 | $6,658,301 |

  121. 2025 Pension Benefits

    2025 Pension Benefits None of our NEOs participate in any retirement plan that provides for specified payments and benefits (other than defined contribution plans).

  122. 2025 Pension Benefits

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  123. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides information with respect to each plan that provides for non-qualified deferred compensation in which the NEOs participate. Each of these plans is described below.

  124. 2025 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Fiscal Year 2025 | Registrant Contributions in Fiscal Year 2025 | Aggregate Earnings in Fiscal Year 2025 | Aggregate Withdrawals/ Distributions | Aggregate Balance at End of Fiscal Year 2025 | | Robin Vince | — | — | | — | — | — | | Dermot McDonogh | BNY Mellon Deferred Compensation Plan | $500,000(1) | — | $129,697 | — | $1,174,602(2) | | Jose Minaya | — | — | | — | — | — | | Kevin McCarthy | BNY 401(K) Benefits Restoration Plan | — | | $10,316 | — | $88,292 | | Jayee Koffey | BNY Mellon Deferred Compensation Plan | — | | $217,434 | — | $1,435,942 | | Senthil Kumar | BNY 401(K) Benefits Restoration Plan | — | | $1,259 | — | $9,919 |

  125. 2025 Nonqualified Deferred Compensation

    | (1) Represents the portion of Mr. McDonogh’s cash incentive for the 2025 fiscal year that Mr. McDonogh elected to defer in accordance with the BNY Mellon Deferred Compensation Plan. |

  126. 2025 Nonqualified Deferred Compensation

    | (2) $500,000 of the reported amount was previously reported for Mr. McDonogh in the Summary Compensation Table for fiscal years prior to 2025. |

  127. 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, 2025. The BNY 401(k) Benefits Restoration Plan is a non-qualified 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, we set up a notional account that 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, including for prior years in which the BNY 401(k) Benefits Restoration Plan was not yet in effect. 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, Mr. Minaya and Ms. Koffey 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 $176,100 in 2025) 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 non-qualified unfunded plan.

  128. BNY Nonqualified Deferred Compensation Plans

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  129. 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.

  130. 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 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 annual incentive (as defined in the plan) for the year of termination (or, if greater, for the year before the year of termination), a pro-rata 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.

  131. Other Potential Payments upon Termination or Change in Control

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

  132. Other Potential Payments upon Termination or Change in Control

    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, 2025 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 type of award. Table of Other Potential Payments. The following table is based on the following assumptions:

  133. Other Potential Payments upon Termination or Change in Control

    | • | A termination of employment effective as of December 31, 2025. |

  134. Other Potential Payments upon Termination or Change in Control

    | • | Equity awards valued at $116.09 per share, the closing price of our common stock on December 31, 2025. |

  135. 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. |

  136. 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. |

  137. 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. |

  138. 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.

  139. Other Potential Payments upon Termination or Change in Control

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  140. 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 | $29,993,333 | — | | Pro-rated Incentive(1) | $47,550,000 | $47,550,000 | — | | Health and Welfare Benefits | $34,280 | $56,935 | — | | Additional Stock Award Vesting(2) | $113,467,974 | $113,467,974 | $113,467,974 | | TOTAL | $162,352,254 | $191,068,242 | $113,467,974 | | Dermot McDonogh | | | | | Cash Severance(1) | $650,000 | $16,325,233 | — | | Pro-rated Incentive(1) | $18,350,000 | $18,350,000 | — | | Health and Welfare Benefits | $33,995 | $56,365 | — | | Additional Stock Award Vesting(2) | $33,715,618 | $33,715,618 | $33,715,618 | | TOTAL | $52,749,613 | $68,447,216 | $33,715,618 | | Jose Minaya | | | | | Cash Severance(1) | $650,000 | $17,635,000 | — | | Pro-rated Incentive(1) | $17,350,000 | $17,350,000 | — | | Health and Welfare Benefits | $34,280 | $56,935 | — | | Additional Stock Award Vesting(2) | $31,419,666 | $31,419,666 | $31,419,666 | | TOTAL | $49,453,946 | $66,461,601 | $31,419,666 | | Kevin McCarthy | | | | | Cash Severance(1) | $650,000 | $8,750,500 | — | | Pro-rated Incentive(1) | $8,100,000 | $8,100,000 | — | | Health and Welfare Benefits | $34,269 | $56,913 | — | | Additional Stock Award Vesting(2) | — | — | — | | TOTAL | $8,784,269 | $16,907,413 | — | | Jayee Koffey | | | | | Cash Severance(1) | $650,000 | $6,604,873 | — | | Pro-rated Incentive(1) | $5,600,000 | $5,600,000 | — | | Health and Welfare Benefits | $33,580 | $55,535 | — | | Additional Stock Award Vesting(2) | $10,941,230 | $10,941,230 | $10,941,230 | | TOTAL | $17,224,810 | $23,201,638 | $10,941,230 |

  141. 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, not in connection with a change of control, 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 2025 (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 actual full incentive amounts paid for 2025 (cash and deferred). |

  142. Other Potential Payments upon Termination or Change in Control

    | (2) The value of “Additional Stock Award Vesting” represents the value at December 31, 2025 of all RSUs (along with cash dividend equivalents accrued on the RSUs), earned PSUs (along with cash dividend equivalents accrued on the PSUs) and Stock Options (for Mr. Vince) on that date (based on the closing price of $116.09 of our common stock on December 31, 2025). Information relating to the vesting of stock awards on retirement can be found in “Retirement Benefits” on page 85. |

  143. Other Potential Payments upon Termination or Change in Control

    Mr. Senthil Kumar’s employment with BNY terminated without cause as of June 30, 2025. Mr. Kumar received his base salary through his termination date and his outstanding deferred incentive compensation awards will continue to vest according to their original terms and schedule because, at the time of his separation, he had attained age 60 and completed five years of service prior to his termination and BNY deemed his notice period to have been satisfied. In connection with his termination, Mr. Kumar became eligible to receive severance and related benefits pursuant to the terms of the Executive Severance Plan and his separation agreement. For the 2025 fiscal year, these benefits consist of a portion of his cash severance ($325,000), outplacement services ($11,625) and health coverage paid by the company ($14,011). For his service during 2025, Mr. Kumar was awarded a pro-rata annual incentive payment of $2,776,986 in the form of cash and RSUs. All payments and benefits were determined in accordance with the terms of the Executive Severance Plan based on compensation and benefit levels in effect at the time of separation.

  144. Other Potential Payments upon Termination or Change in Control

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

  145. Pay Ratio

    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:

  146. Pay Ratio

    | • | The 2025 annual total compensation of the median employee of BNY (other than our CEO) was $81,9871.; |

  147. Pay Ratio

    | • | The 2025 annual total compensation of our CEO, Mr. Vince, was $83,495,6252.; and |

  148. Pay Ratio

    | • | For 2025, the ratio of the annual total compensation of Mr. Vince to the annual total compensation of our median employee was 1,018 to 1. |

  149. 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 “2025 Summary Compensation Table” on page 78, plus the value of company-paid benefits applicable to Mr. Vince. |

  150. Pay Versus Performance

    Pay Versus Performance

  151. 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 equity awards See the “2025 Option Exercises and Stock Vested” table on page 83.

  152. 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 ) | | 2025 | $83,472,970 | N/A | $118,040,693 | N/A | $10,966,026 | $21,483,884 | $315.84 | $203.47 | $5,583 | 26.4% | | 2024 | $23,296,027 | N/A | $46,793,635 | N/A | $10,282,345 | $17,556,375 | $204.49 | $176.89 | $4,543 | 23.8% | | 2023 | $16,801,167 | N/A | $20,136,728 | N/A | $7,725,809 | $9,723,399 | $134.65 | $135.49 | $3,304 | 21.8% | | 2022 | $11,203,469 | $14,120,046 | $9,551,417 | $10,984,534 | $8,681,348 | $7,846,962 | $113.65 | $120.81 | $2,543 | 21.1% | | 2021 | N/A | $14,128,042 | N/A | $26,895,557 | $6,530,187 | $9,933,878 | $140.54 | $135.04 | $3,771 | 17.6% |

  153. 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 reported for Mr. Vince and Mr. Gibbons for each corresponding year in the “Total” column of the Summary Compensation Table. For purposes of this table, Mr. Vince is included as PEO for fiscal years 2022-2025, and Mr. Gibbons is included as PEO for fiscal years 2021-2022. |

  154. 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 2025 to determine the compensation actually paid: |

  155. Pay Versus Performance Table

    | | Robin Vince | | | Todd Gibbons | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported SCT | $83,472,970 | $23,296,027 | $16,801,167 | $14,120,046 | $14,128,042 | | Pension values reported in SCT | $— | — | — | $(201,571) | — | | Fair value of equity awards granted during fiscal year | $(72,440,145) | $(16,275,042) | $(10,025,856) | $(10,268,822) | $(9,135,074) | | 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 that is outstanding and unvested as of end of fiscal year—value at end of fiscal year | $84,136,542 | $28,959,156 | $11,715,284 | $8,070,700 | $15,832,016 | | 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 | $20,990,214 | $7,659,111 | $223,820 | $(638,638) | $349,404 | | 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 | $1,675,580 | $3,055,881 | $1,317,639 | $(331,157) | $5,569,415 | | 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 | $205,532 | $98,502 | $104,675 | $233,977 | $151,754 | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $— | — | — | — | — | | Compensation Actually Paid to CEO | $118,040,693 | $46,793,635 | $20,136,728 | $10,984,534 | $26,895,557 |

  156. Pay Versus Performance Table

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

  157. 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 2025, Dermot McDonogh, Jose Minaya, Kevin McCarthy, Jayee Koffey and Senthil Kumar; (ii) for 2024, Dermot McDonogh, Jose Minaya, Senthil Kumar, and Catherine Keating; (iii) for 2023, Dermot McDonogh, Roman Regelman, Senthil Kumar, Catherine Keating, Bridget Engle and Emily Portney; (iv) for 2022, Emily Portney, Bridget Engle, Roman Regelman and Dermot McDonogh; and (v) for 2021, Robin Vince, Emily Portney, Bridget Engle and Senthil Kumar. |

  158. 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 compensation 2025 to determine the compensation actually paid: |

  159. Pay Versus Performance Table

    | | NEO Averages | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported SCT | $10,966,026 | $10,282,345 | $7,725,809 | $8,681,348 | $6,530,187 | | Pension values reported in SCT | $— | $— | $— | $— | $— | | Fair value of equity awards granted during fiscal year | $(6,216,791) | $(6,729,993) | $(4,450,347) | $(6,100,088) | $(2,739,608) | | 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 that is outstanding and unvested as of end of fiscal year—value at end of fiscal year | $9,380,643 | $9,720,207 | $5,062,522 | $5,543,061 | $4,713,918 | | 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 | $6,676,169 | $3,350,167 | $275,976 | $24,185 | $(18,917) | | 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 | $566,661 | $887,848 | $977,492 | $(343,054) | $1,419,902 | | 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 | $111,176 | $45,801 | $131,947 | $41,510 | $28,397 | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $— | $— | $— | $— | $— | | Compensation Actually Paid to NEO | $21,483,884 | $17,556,375 | $9,723,399 | $7,846,962 | $9,933,878 |

  160. 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, 2020. |

  161. 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. |

  162. 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 109. |

  163. Pay Versus Performance Table

    As described in greater detail in “Compensation Discussion & Analysis” beginning on page 49, our approach to executive compensation is designed to directly link pay to performance, recognize both corporate and individual performance, promote long-term stock ownership, attract, retain and motivate talented executives, and balance risk and reward while taking into consideration stakeholder feedback as well as market trends and practices. The most important financial measures used by the company to link compensation actually paid (as defined by SEC rules) to the company’s NEOs for the most recently completed fiscal year to the company’s performance are:

  164. Pay Versus Performance Table

    | • | Average Adjusted ROTCE; |

  165. Pay Versus Performance Table

    | • | Total Revenue; |

  166. Pay Versus Performance Table

    | • | Operating Leverage; and |

  167. Pay Versus Performance Table

    | • | OEPS. |

  168. Pay Versus Performance Table

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

  169. 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

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

    | 1. | TSR measurement period commenced December 31, 2020. |

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

    Compensation Actually Paid and Net Income

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

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

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

    Compensation Actually Paid and Adjusted ROTCE 1