BK Bank of New York Mellon Corporation

Dear Fellow Stockholder:

On behalf of our Board of Directors, we cordially invite you to our 2024 Annual Meeting of Stockholders on Tuesday, April 9, 2024, at 9:00 a.m., Eastern time, at 240 Greenwich Street, New York, New York 10286.

Our company delivered solid financial performance in 2023, advancing several goals that we had set out at the start of the year. We look forward to the opportunity to discuss our progress with you at our Annual Meeting. With our company’s unique position in the center of the financial system, and now with our strategic priorities mapped out, we see a great deal of potential to drive long-term value for stockholders. The Board of Directors is highly engaged in regular and candid dialogue with our management team to appropriately advise, challenge and hold our management team accountable for consistently driving better outcomes for you, our valued stockholder.

You will be asked to vote on several items, including the election of directors, our 2023 executive compensation program (the “say-on-pay” vote), the ratification of KPMG LLP to serve as our independent auditor for 2024, and two stockholder proposals, if properly presented.

We encourage you to read the proxy statement prior to the meeting. The names and biographies of the director nominees start on page 12. The Compensation Discussion & Analysis starts on page 49, and the Audit Committee report and corresponding disclosures about our continuing relationship with KPMG LLP start on page 92.

Your vote is important to us. We invite you to participate and vote in person or vote through any of the acceptable means described in this proxy statement, as promptly as possible. Instructions on how to vote begin on page 107. You may also listen to the meeting at https://www.bnymellon.com/us/en/investor-relations/index.jsp.

Thank you for your investment in BNY Mellon. We look forward to seeing you on April 9.

Sincerely,

ROBIN VINCE

President, Chief Executive Officer and Director

February 29, 2024

JOSEPH J. ECHEVARRIA

Chair of the Board

Category²

Total revenue

Total noninterest expense

Operating leverage

Pre-tax operating margin

Net income applicable to common shareholders

EPS

Return on common equity

ROTCE¹

For a reconciliation of the non-GAAP measure to the corresponding GAAP measure, please see Annex A: Non-GAAP Reconciliation on page 115.

Total revenue, Noninterest expense and Net income applicable to common shareholders $ in billions; Operating leverage is the rate of increase (decrease) in total revenue less the rate of increase (decrease) in total noninterest expense.

figures do not add to 100% due to rounding

excludes the nominee who does not currently serve on our Board

Name and Occupation

Linda Z. Cook

CEO of Harbour Energy plc

Joseph J. Echevarria

Independent Chair of the Board of The Bank of New York Mellon Corporation; Retired CEO of Deloitte LLP

M. Amy Gilliland

President of General Dynamics Information Technology

Jeffrey A. Goldstein

Senior Advisor at Canapi Ventures, Advisor Emeritus at Hellman & Friedman LLC

K. Guru Gowrappan

President, Viasat, Inc.

Ralph Izzo

Retired Chairman, President and CEO of Public Service Enterprise Group Incorporated

Sandie O’Connor

Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co.

Elizabeth E. Robinson

Retired Global Treasurer of The Goldman Sachs Group, Inc.

Rakefet Russak-Aminoach

Managing Partner of Team8, Former President and CEO of Bank Leumi LE-Israel B.M.

Robin Vince

President and CEO of The Bank of New York Mellon Corporation

Alfred W. “Al” Zollar

Executive Advisor at Siris Capital Group, LLC

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

indicates Committee Chair.

Ms. Russak-Aminoach is a director nominee who does not currently serve on our Board.

Active, Independent Board

Our Culture

• Annual election of directors

• Special meeting rights for stockholders, individually or in a group, holding 20% of our outstanding common stock

• Written consent rights that allow stockholders representing at least the minimum number of votes that would be necessary to take action at a meeting to take the action without formally meeting

• Proxy access allows stockholders, individually or in a group of up to 20, holding 3% of our outstanding stock for at least three years, to nominate up to 20% of the Board

• Majority voting in uncontested director elections (each director must be elected by a majority of votes cast)

• A director who does not receive a majority of votes cast is required to tender his or her resignation upon certification of the vote

• No supermajority voting: Stockholder actions require only a majority of votes cast (not a majority of shares present and entitled to vote)

• No “poison pill” (stockholders’ rights plan)

• Independent board comprised solely of independent directors, other than our CEO, who meet in regular executive sessions without management

• Strong independent board leadership: The roles of Chair and CEO currently are separate; if combined in the future, an independent Lead Director will be appointed by the independent directors

• Our independent Chair has the authority to call a special meeting of the independent directors or full Board

• Board succession and refreshment, led by the CGNSR Committee. Six of the incumbent directors nominated for election at the 2024 Annual Meeting have been added to the Board in the last five years

• High rate of attendance at Board and committee meetings, with average 2023 attendance among incumbent directors of approximately 98%

• To enhance alignment of director and stockholder interests, a substantial portion of director compensation is paid in equity, all of which is required to be retained until retirement

• Board and committees have access to independent legal, financial and other advisors

• Independent directors have unlimited access to company officers and employees

• Committee reports on each committee’s activities are prepared and provided to the Board at each regular Board meeting to help ensure oversight and accountability

• Board oversight is a critical component of our risk-aware culture. We seek to protect against excessive risk-taking through multiple lines of defense

• Our codes of conduct, which apply to all employees and directors, are rooted in our values (passion for excellence, integrity, strength in diversity, and courage to lead); promote honesty and accountability; and provide a framework for ethical conduct

• Robust anti-hedging and anti-pledging policies prohibit executive officers and directors from engaging in hedging or pledging transactions with respect to company securities

• Innovative and evolving education and talent development is made available at all levels. Our Board supports robust director orientation and continuing education programs for directors

• Committed to a robust corporate governance framework, consistent with best practices for the industry

• Comprehensive Enterprise Sustainability strategy that includes active reporting by the company and oversight by the Board and its committees

Program Feature

Balanced approach for   

incentive compensation   

•  Incentive compensation is awarded in a balanced mix of cash and deferred incentive compensation in the form of deferred equity:

•  Cash incentive comprised 25% of total incentive compensation for our CEO and 30% for our other NEOs

•  Deferred equity comprised 75% of total incentive compensation for our CEO and 70% for our other NEOs. Deferred equity for 2023 was awarded in:

•  PSUs – 50% of total incentive compensation for our CEO and 40% for our other NEOs

•  RSUs – 25% of total incentive compensation for our CEO and 30% for our other NEOs

Directly link pay to   

performance   

•  Incentive compensation is directly tied to a combination of company and individual performance

•  Corporate component – derived from a set of financial metrics (weighted 70%) and non-financial goals (weighted 30%), with the overall earnout capped at 150%

•  Individual modifiers – enable differentiation based on individual performance and, if appropriate, business unit performance. The modifier is capped at 150%

•  Earnout for PSUs is based on (1) average company Adjusted ROTCE (weighted 70%) and (2) relative total shareholder return (“TSR”) (weighted 30%) over a three-year performance period, which further links incentives with future performance and stockholder interests

Comprehensive    risk assessment   

•  The HRC Committee annually assesses compensation plans with the company’s Chief Risk Officer to determine whether they are well-balanced and do not encourage imprudent risk-taking

•  The HRC Committee’s incentive compensation determinations include an individual risk assessment for each Executive Committee member to connect compensation with appropriate levels of risk-taking

•  NEO cash and equity awards are subject to broad clawback and forfeiture policies, based on ongoing risk assessments under our comprehensive recoupment policies (which apply in addition to, and supplement, the company’s newly adopted clawback policy in accordance with SEC and NYSE requirements)

Promote long-term stock   

ownership   

•  PSUs cliff vest after the end of the three-year performance period, and RSUs vest in equal annual installments over three years

•  Robust policies prohibit hedging and pledging of company stock and derivative securities

•  Meaningful stock ownership guidelines:

•  CEO must acquire and retain company stock equal to seven times base salary within five years; and must also retain 50% net shares received from his equity-based compensation awards as CEO until age 60

•  Other NEOs must acquire and retain company stock equal to four times base salary within five years

•  NEOs must retain 75% of net shares received from equity-based compensation awards, during the five-year period to come into compliance with the stock ownership guidelines, and if they are out of compliance at any time thereafter, must retain 100% of net shares received from their equity-based compensation awards until they return to compliance

RESOLUTION

Page 11

NOMINEES

Page 12

Director Qualifications

Page 18

Majority Voting Standard

Page 19

CORPORATE GOVERNANCE AND BOARD INFORMATION

Page 20

Our Corporate Governance Practices

Page 20

Board Leadership Structure

Page 30

Director Independence

Page 30

Business Relationships and Related Party Transactions Policy

Page 32

Our Approach to Sustainability

Page 34

Oversight of Risk

Page 37

Board Meetings and Committee Information

Page 38

Compensation Consultants to the HRC Committee

Page 43

Contacting the Board

Page 43

DIRECTOR COMPENSATION

Page 44

Overview

Page 44

2023 Director Compensation Table

Page 46

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

• Ten nominees are independent, and one nominee serves as the company’s President and CEO.

• The Board and its Corporate Governance, Nominating and Social Responsibility Committee (the “CGNSR Committee”) have concluded that each of our nominees should be recommended for nomination as a director after considering, among other factors, the nominee’s (1) professional background and experience, (2) senior level management and policy-making positions, (3) other public company board experience, (4) diversity characteristics, (5) additional intangible attributes and, in the case of the incumbent directors, such nominee’s (6) prior BNY Mellon Board experience, and (7) attendance and participation at Board meetings throughout such nominee’s tenure on the Board. Additional information regarding the Board’s director nomination process begins on page 23.

The Board

recommends that you vote

“FOR” each of the nominees described below.

• The nominees have skills and expertise in a wide range of areas, including financial services, asset management, private equity and M&A, technology and cybersecurity, accounting, financial regulation, government affairs, media and product development, operations, management of complex, global businesses and risk management. Information about each director nominee, including each nominee’s professional experience, skills, expertise and community contributions, is provided starting on page 12.

• The nominees are able to devote the necessary time and effort to BNY Mellon matters.

Age: 65

Independent Director since 2016

CEO of Harbour Energy plc

Retired Executive Committee Member
and Director of Royal Dutch Shell plc

Committees: Audit (Chair); Corporate
Governance, Nominating and Social
Responsibility; Human Resources and
Compensation

Other Current Public Company Board
Service: Harbour Energy plc (LSE)

Ms. Cook serves as the CEO and a member of the Board of Harbour Energy plc, a global independent oil and gas company, since April 2021. She is also a Senior Advisor to EIG Global Energy Partners, an investment firm focused on the global energy industry. Ms. Cook joined EIG in 2014, and most recently served as Partner, Managing Director and a member of EIG’s Executive Committee. Prior to joining EIG, Ms. Cook spent over 29 years with Royal Dutch Shell at various companies in the United States, the Netherlands, the United Kingdom and Canada. At her retirement from Royal Dutch Shell, Ms. Cook was a member of the Executive Committee in the Netherlands headquarters and a member of the Board of Directors. Her primary executive responsibility was Shell’s global upstream Natural Gas business in addition to oversight for Shell’s global trading business, Shell Renewable Energy, and Shell’s Downstream R&D and Major Projects organizations. Ms. Cook previously was CEO of Shell Canada Limited, CEO of Shell Gas & Power and Executive VP of Finance, Strategy and HR for Shell’s global Exploration and Production business.

In addition to her current public company board service, Ms. Cook chairs the Board of Directors of Maverick Natural Resources LLC, an oil and gas producer. She has previously served as Chairman of the Board of Chrysaor Holdings Limited, as well as on the Boards of Directors of KBR, Inc., The Boeing Company, Marathon Oil Corporation, Cargill Inc., Royal Dutch Shell plc, Royal Dutch Shell Petroleum Co. NV and Shell Canada Limited. Ms. Cook is also a member of the Society of Petroleum Engineers and is a Trustee of the University of Kansas Endowment Association. Ms. Cook earned a Bachelor of Science degree in Petroleum Engineering from the University of Kansas.

Skills and Expertise:

•  International business operations experience at a senior policy-making level of a large, complex company

•  Expertise in financing, operating and investing in companies

•  Extensive service on the boards of several large public companies in regulated industries

Age: 67

Independent Director since 2015; Lead
Director from 2016 through September
2019; Chair since September 2019

Retired CEO of Deloitte LLP

Committees: Audit, Corporate
Governance, Nominating and Social
Responsibility, Finance (Chair)

Other Current Public Company Board
Service: Pfizer Inc., Unum Group

Mr. Echevarria served as CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named CEO.

In addition to his current public company board service, Mr. Echevarria serves as a Trustee and CEO of the University of Miami and CEO of the University of Miami Health System. Mr. Echevarria served as a director of Xerox Corporation from 2017 until 2023. Mr. Echevarria previously served as Chairman of President Obama’s My Brother’s Keeper Alliance and as a Member of the Private Export Council, the principal national advisory committee on international trade. Mr. Echevarria earned his bachelor’s degree in business administration from the University of Miami.

Skills and Expertise:

•  Leadership of a large, global company

•  Financial expert, with expertise in accounting, regulatory and compliance issues

•  Senior level policy-making experience in the field of professional services

Age: 49

Independent Director since 2021

President, General Dynamics Information Technology, a business unit of General Dynamics Corporation

Committees: Audit, Human Resources and Compensation, Technology

Other Current Public Company Board Service: None

Ms. Gilliland is president of General Dynamics Information Technology (“GDIT”), a business unit of General Dynamics Corporation. GDIT is a global technology and professional services company that delivers consulting, technology, and mission services to every major agency across the U.S. government as well as the defense and intelligence communities. Before being named president in September 2017, Ms. Gilliland served as GDIT’s deputy for operations and was responsible for all aspects of the company’s business operations. Ms. Gilliland joined General Dynamics in 2005 and has served in a variety of leadership roles, including senior vice president of human resources and administration, chief of staff for the chief executive officer and staff vice president of strategic planning, staff vice president of investor relations, and director of strategic planning.

Prior to joining General Dynamics, Ms. Gilliland served in the U.S. Navy as a surface warfare and public affairs officer. Ms. Gilliland serves as a member of the boards of the Northern Virginia Technology Council and the Economic Club of Washington.

Ms. Gilliland earned a bachelor’s degree with distinction from the U.S. Naval Academy, a master’s degree from Cambridge University and a master’s degree in business administration from Georgetown University.

Skills and Expertise:

•  Expertise in Information Technology and cybersecurity

•  Experience in strategic planning and overseeing business combinations

•  Leadership experience in the operations of a global technology company

Age: 68

Independent Director since 2014

Senior Advisor and member of the Investment Committee, Canapi Ventures; Advisor Emeritus, Hellman & Friedman LLC

Committees: Finance, Human Resources and Compensation, Risk (Chair)

Other Current Public Company Board Service: Fidelity National Information Services, Inc.

Mr. Goldstein is a Senior Advisor and member of the Investment Committee of Canapi Ventures, a venture capital fund specializing in financial technology companies, and an Advisor Emeritus at Hellman & Friedman LLC, a private equity firm. Mr. Goldstein was a Managing Director at Hellman & Friedman LLC from 2004 to 2009 and from 2011 to 2016 and a Senior Advisor from 2016 to 2019. He was Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury from 2009 to 2011.

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

Skills and Expertise:

•  Experience in private equity

•  Expertise in the operations of large financial institutions

•  Experience in financial regulation and banking

Age: 43

Independent Director since 2021

President at Viasat, Inc.

Committees: Risk, Technology

Other Current Public Company Board Service: None

Mr. Gowrappan serves as President at Viasat, Inc. He served as CEO of Verizon Media Group, the media division of Verizon Communications, Inc., from October 2018 until September 2021, leading brands such as Yahoo! while serving a global audience of ~900 million monthly active users. He joined Verizon in April 2018 as President and Chief Operating Officer of Oath, Inc. From 2015 until joining Verizon in 2018, he held the position of Global Managing Director at the Alibaba Group, a multinational e-commerce company, where he focused on international expansion for key consumer and enterprise products. Mr. Gowrappan was previously Chief Operating Officer at Quixey, a mobile technology company, where he led the Product, Business and Marketing organizations. He was also previously Chief Operating Officer for Growth and Emerging Initiatives at Zynga Inc., where he helped guide the mobile game development company through its initial public offering process.

Mr. Gowrappan currently serves on the boards of Biliti Electric Inc. and water.org, a global nonprofit focused on water and sanitation issues. Mr. Gowrappan earned an M.S. in Computer Science from the University of Southern California and completed the Business Bridge Program with the Tuck School of Business at Dartmouth College. He also holds a bachelor’s degree from the University of Madras in Chennai, India.

Skills and Expertise:

•  Expertise in the integration of digital and mobile technologies in advertising and media, including eCommerce, payments, monetization, social, content and gaming

•  Experience in corporate development and international business expansion

•  Leadership in the strategy and operations of a global technology company

Age: 66

Independent Director since 2020

Retired Chairman, President and Chief Executive Officer of Public Service Enterprise Group Incorporated

Committees: Audit, Corporate Governance, Nominating and Social Responsibility (Chair), Human Resources and Compensation

Other Current Public Company Board Service: CMS Energy Corporation, Ovintiv Inc.

Mr. Izzo served as Chairman and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, from April 2007 until September 2022, and as Executive Chair of PSEG from September 2022 until December 2022. He was the company’s president and chief operating officer and a member of the board of directors from October 2006 until his appointment as Chairman, President and CEO. Previously, Mr. Izzo was president and chief operating officer of Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG. Since joining PSE&G in 1992, Mr. Izzo has held several executive positions within the PSEG family of companies.

In addition to his current public company board service, Mr. Izzo serves on the board of directors of TerraPower, a nuclear innovation company, and served on the board of The Williams Companies, Inc. from 2013 to 2016. Mr. Izzo currently serves as a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee, on the board of trustees of the Liberty Science Center, and on the boards of directors of the Community FoodBank of New Jersey and the New Jersey Performing Arts Center, for which he also serves on the Executive Committee. Mr. Izzo is on the advisory board for the University of Pennsylvania’s School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, a member of the Board of Trustees of the Peddie School and Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, as well as a member of the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology, and the Columbia University School of Engineering Board of Visitors. He previously served as the chair of the Nuclear Energy Institute and on the board of directors for the Edison Electric Institute, Nuclear Electric Insurance Limited. In addition, he is a former chair of the Rutgers University Board of Governors and the New Jersey Chamber of Commerce. Mr. Izzo received his Bachelor of Science and Master of Science degrees in mechanical engineering and his Doctor of Philosophy degree in mechanical engineering/ applied physics from Columbia University. He also received a Master of Business Administration degree, with a concentration in finance, from the Rutgers Graduate School of Management.

Skills and Expertise:

•  Senior leadership of a publicly traded company

•  Experience in strategic planning, finance, risk management and operations of large, highly regulated companies

•  Expertise in science, technology and public policy

Age: 57

Independent Director since 2021

Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co.

Committees: Risk, Technology

Other Current Public Company Board Service: Terex Corporation

Ms. O’Connor retired in 2019 as the Chief Regulatory Affairs Officer for JPMorgan Chase, where she set the firm’s comprehensive regulatory strategy and led engagement with G-20 policymakers. Prior to this role, Ms. O’Connor held several senior leadership positions at the firm since joining the company in 1988, including Global Treasurer and head of Prime Services, and was a member of the firm’s Executive Committee. She has also served on several public and private teams to support the integrity and efficiency of capital markets, including as Chair of the Federal Reserve Board’s Alternative Reference Rates Committee, and is a former member of the Treasury Markets Practices Group sponsored by the Federal Reserve Bank of New York.

In addition to her current public company board service, Ms. O’Connor serves on the board of Ripple and is chair of the board of BNY Mellon Government Securities Services Corp. She is also the current chair of the board of directors of the YMCA of Greater NY and an Advisory Board member for PlanetFirst Partners, and serves on the FDIC Systemic Resolution Advisory Committee.

Ms. O’Connor received a Bachelor of Science in Finance and International Business from New York University, Stern School of Business.

Skills and Expertise:

•  Senior leadership of a publicly traded, large global financial institution

•  Expertise in risk management, financial regulation and policy development, and strategic planning

•  Expertise in capital markets, balance sheet management and banking

Age: 55

Independent Director since 2016

Retired Global Treasurer of The Goldman Sachs Group, Inc.

Committees: Finance; Human Resources and Compensation (Chair); Risk; Technology

Other Current Public Company Board Service: The Travelers Companies, Inc.

Ms. Robinson served as Global Treasurer, Partner and Managing Director of The Goldman Sachs Group, Inc., the global financial services company, from 2005 to 2015. Prior to that, Ms. Robinson served in the Financial Institutions Group within the Investment Banking Division of Goldman Sachs.

In addition to her current public company board service, Ms. Robinson serves on the board of directors of BNY Mellon Government Securities Services Corp. Ms. Robinson chairs the board of trustees of Williams College and serves on the boards of trustees for St. Luke’s University Hospital Network, Blair Academy, and Every Mother Counts. She was, until August 2016, a director of Goldman Sachs Bank USA. Ms. Robinson received a Bachelor of Arts degree from Williams College and an MBA from Columbia University.

Skills and Expertise:

•  Experience in finance and risk management

•  Experience in financial regulation and banking

•  Leadership in the operations of a large global financial institution

Age: 58

Director Nominee

Managing Director of Team8 and Former President and Chief Executive Officer of Bank Leumi LE-Israel B.M.

Committees: N/A

Other Current Public Company Board Service: None

Ms. Russak-Aminoach is a Managing Partner at Team8, a venture group that builds and invests in companies in the areas of fintech, enterprise, data, and digital health. She served as President and CEO of Bank Leumi from May 2012 until October 2019. Prior to this role, Ms. Russak-Aminoach held several senior leadership positions at the bank since joining in 2004, including Chief Credit Officer and Senior Deputy Chief Executive Officer. Prior to her tenure at Bank Leumi, she served as the CEO of KPMG Israel.

Ms. Russak-Aminoach is the Chair of Hailo Technologies. She also serves on the boards of April Tax Solutions, Inc., 40Seas Ltd., and Spott Incredibles Technologies Ltd. Moreover, she serves on the board of Fulbright Israel and on the Investment Committee of Jewish Federations of North America. Ms. Russak-Aminoach holds an LLB and an MBA in Finance and Insurance, as well as a Bachelor of Arts in Accounting and Economics from Tel Aviv University. She is a certified CPA.

Skills and Expertise:

•  Deep industry experience with expertise in credit, risk management, and financial regulation

•  Expertise in leading business transformations

•  Experience in the operations of a large financial institution

Age: 52

Management Director since 2022

President and Chief Executive Officer of The Bank of New York Mellon Corporation

Committees: None

Other Current Public Company Board Service: None

Mr. Vince has served as President and CEO of BNY Mellon since September 2022, and served as President and CEO-elect from March 2022 until September 2022. Previously, he was Vice Chair of BNY Mellon and CEO of Global Market Infrastructure. In that role, he oversaw BNY Mellon’s Clearance and Collateral Management, Treasury Services, Markets and Execution Services and Pershing businesses.

Prior to joining BNY Mellon in October 2020, Mr. Vince was the Chief Risk Officer of Goldman Sachs and a member of the Management Committee. He joined Goldman Sachs in 1994 and held many leadership roles, including Treasurer, Head of Operations, Head of Global Money Markets, COO of the EMEA region and CEO of Goldman Sachs International Bank, among others. Mr. Vince served on several key subsidiary boards and governance committees. He was named managing director in 2002 and partner in 2006.

Mr. Vince is a member of our Executive Committee, the organization’s most senior management body, and our Board of Directors. He also is a member of National Geographic Society’s Hubbard Council and serves on the Board of Trustees of The Hospital for Special Surgery and the Board of the Perelman Performing Arts Center (PAC NYC). Mr. Vince holds a B.A. from the University of Nottingham.

Skills and Expertise:

•  Knowledge of the company’s businesses and operations

•  Experience in banking, risk management and financial regulation

•  Experience in the operations of a large financial institution

Age: 69

Independent Director since 2019

Executive Advisor at Siris Capital Group, LLC

Committees: Risk, Technology (Chair)

Other Current Public Company

Board Service: International Business Machines Corporation, Nasdaq, Inc.

Mr. Zollar has served as an Executive Advisor at Siris Capital Group, LLC, a private equity firm specializing in value-oriented mid-market tech buyout investments, since March 2021. Mr. Zollar served as an Executive Partner from February 2014 to March 2021. Prior to that, Mr. Zollar held various senior management positions at IBM Corporation during his 34-year career at that company, including most recently as General Manager of IBM Tivoli Software.

In addition to the public company board service noted above, Mr. Zollar currently serves as a board member of GCOM, LLC . Mr. Zollar previously served as a Director of Public Service Enterprise Group Incorporated from 2012 until 2023, of The Chubb Corporation from 2001 until 2016 and of Red Hat, Inc. from 2018 until 2019. Mr. Zollar is also a Harvard Fellow from the 2011 cohort of the Advanced Leadership Initiative at Harvard University, a member of the Executive Leadership Council and a lifetime member of the National Society of Black Engineers. Mr. Zollar serves on the boards of the non profits EL Education, Eagle Academy Foundation and U.C. San Diego Foundation. Mr. Zollar earned his master’s degree in applied mathematics from the University of California, San Diego.

Skills and Expertise:

•  Experience in private equity and financing, operating and investing in companies

•  Technology and information management expertise

•  Extensive service on the boards of several large public companies

Skills and Experience

Finance - experience in understanding and overseeing financial reporting and internal controls

Leadership - overseeing a company or a significant business unit giving him/her leadership qualities and the ability to identify and develop those qualities in others

Technology - experience with companies that used or developed technology to improve quality and innovate products and services to increase client satisfaction; experience in mitigating and managing cybersecurity risks

Global - knowledge of the opportunities and challenges of a large company with a global footprint

Governance - knowledge or expertise in current corporate governance trends and practices

Risk - knowledge or expertise with respect to risk management processes across a large organization in a regulated industry

Financial Services Experience - experience within or leading a financial services company

Demographic Background

Board Tenure

 Complete Years

Gender

 Male

 Female

Age

 Years Old

Race/Ethnicity

 African American/Black

 White/Caucasian

 Hispanic/Latino

 Asian

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 Chair at Board meetings and committee Chairs at committee meetings.

ü  Our independent Chair (or if there is not an independent Chair, the Lead Director), selected annually by our independent directors, has broad powers, including:

• acting as a liaison between and among the other independent directors, the CEO and management generally;

• presiding over Board and stockholder meetings;

• having the authority to call a special meeting of the independent directors or the full Board;

• 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.

ACTIVE
ENGAGEMENT

ü  We had a high rate of director attendance at Board and committee meetings in 2023, averaging approximately 98% among incumbent directors.

ü  We actively engage with our stakeholders through multiple initiatives, reaching out to investors representing over 65% of our outstanding common shares as well as proxy advisory firms and other stakeholders.

ü  Stockholders and other interested parties can directly contact our Board (see “Contacting the Board” on page 43 and “Helpful Resources” on page 113).

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, diversity characteristics 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 26).

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 Chair or a Lead Director based on the best interests of the company. Since September 2019, Joseph J. Echevarria has served as the independent Chair of the Board.

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, diversity, 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, including as articulated in the Commonsense Principles 2.0, a public statement of corporate governance principles intended to provide a framework for sound, long-term-oriented governance, as well as the Business Roundtable’s Statement on the Purpose of a Corporation, to reinforce our commitment to all stakeholders.

ü  Our 2022 ESG Report represents our 17^th standalone report covering sustainability topics; our 2023 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, including risk executives and our General Counsel. 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.

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 company values (passion for excellence, integrity, strength in diversity, and courage to lead), 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 program for new directors, which includes interviews with other directors as well as senior leadership across businesses and functions; review of corporate governance documents, corporate policies and other briefing materials; and training in resources available to directors. In addition, all directors are encouraged to participate in thoughtfully selected continuing education programs for which expenses are reimbursed.

×   No staggered board.

×   No “poison pill” (stockholders’ rights plan).

×   No supermajority voting. Action by stockholders requires only a majority of the votes cast (not a majority of the shares present and entitled to vote).

×   No plurality voting in uncontested director elections. Each director must be elected annually by a majority of the votes cast.

Our Restated Certificate of Incorporation provides 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. This written consent right complements the existing provisions of our by-laws that permit holders in the aggregate of 20% of our outstanding common stock to call a special stockholder meeting.

Our Corporate Governance Guidelines provide for either an independent Chair or a Lead Director based on the best interests of the company, with the independent directors evaluating the Board’s leadership structure on an annual basis.

Our policies related to trading in company securities by executive officers and directors specifically prohibit pledging company securities (in addition to the prohibition on hedging company securities).

As part of its review of the design of the Board’s evaluation exercise, the CGNSR Committee adjusted the regular process to introduce a multi-year cycle, alternating between a comprehensive, third-party facilitated program, and abbreviated process.

The Board maintains regular engagement on succession planning, with the CGNSR Committee responsible for (i) reviewing with the CEO his or her recommendations and evaluation of potential successors to the CEO position and (ii) maintaining an emergency succession management plan for both the CEO and Board Chair roles. The HRC Committee additionally reviews succession planning for the company’s senior executive officers and potential senior executive officers.

We have developed capabilities to conduct hybrid Board and committee meetings to help ensure that all directors can appropriately engage, challenge and guide management regardless of the prevailing circumstances. The Board also re-established its practice of periodically holding meetings at the company’s offices outside of the corporate headquarters in New York to support the Board’s continuing focus on corporate culture and company leadership.

Professional background and experience. The individual’s skills and knowledge essential to the oversight of the company’s businesses.

Senior-level management positions. The individual’s development of a sustained record of substantial accomplishments in senior-level management positions in business, government, education, technology or not-for-profit enterprises.

Judgment and challenge. The individual’s ability to evaluate complex business issues, make sound judgments, and constructively challenge management’s recommendations and actions.

Diversity. The individual’s contribution to the diversity of the Board (in all aspects of that term), including differences of viewpoints, professional experience, education, skills and other demographics, such as race, gender, ethnicity and sexual orientation, as well as the variety of attributes that contribute to the Board’s collective strength.

Intangible attributes. The individual’s character and integrity and interpersonal skills to work with other directors on our Board in ways that are effective, collegial and responsive to the needs of the company.

Time. The individual’s willingness and ability to devote the necessary time and effort required for service on our Board.

Independence. The individual’s independence and freedom from conflicts of interest that could interfere with his or her duties as a director.

Stockholders’ interests. The individual’s strong commitment to the ethical and diligent pursuit of stockholders’ best interests.

The criteria for the nomination of directors described above,

Attendance and preparedness for Board and committee meetings,

A director’s overall contributions to the Board, and

The needs of the company.

Design of Assessment Process

• CGNSR Committee and independent Chair (or Lead Director, as applicable) determine the process, scope and contents of the Board’s annual performance evaluation.

• The process is generally designed to facilitate a multi-year perspective and comparability of feedback and assessment results cycle-over-cycle.

Evaluation and Director Self-Assessment

• Questionnaires – The evaluation program consists of multiple cycles. Each director is provided with a separate evaluation questionnaire for the full Board and each standing committee on which the director serves for each cycle.

• During the externally facilitated cycle, the evaluation questionnaires solicit feedback at a granular level on topics relevant to Board and director effectiveness.

• After the externally facilitated cycle, the questionnaires are refined to hone in on the core elements of Board and committee effectiveness.

• Interviews – Each director also participates in individual interviews as part of the externally facilitated cycle. An independent, third-party advisor has been retained to guide the interviews to allow each director an opportunity to elaborate on his or her questionnaire submissions and to provide candid reflection on personal contributions, the performance of other directors and Board and committee effectiveness generally.

• Ongoing Feedback – Elements of the feedback loop supporting the evaluation exercise include:

• After the director interviews and the results of the evaluation exercise are reported to the Board and each committee, the third-party facilitator meets with each director to provide share feedback from the “peer-to-peer” exercise on the director’s performance and effectiveness.

• Directors are also periodically solicited for feedback throughout the year, and are generally encouraged to provide input and make suggestions for enhancements throughout the year, including with respect to the logistics and administration of virtual and hybrid Board and committee meetings.

Topics covered as part of the evaluation process:

• Director contribution and performance

• Board structure and size, and Board dynamics

• Strategic priorities for focusing Board oversight

• Range of business, professional and other backgrounds necessary for a director to serve the company

• Content and form of information provided to the Board by management

Review and Presentation of Findings

• In each cycle, the independent, third-party advisor aggregates the questionnaire responses and interview feedback and develops a report for the Board and each Committee.

• Each standing committee self-evaluation is conducted by the respective committee Chairs in executive session after feedback is gathered.

• The independent Chair (or Lead Director, as applicable) leads an executive session of the full Board in which Board self-evaluation results are presented and the standing committee self-evaluations are reported.

• During the externally facilitated cycle, the third-party advisor attends the Board and committee executive sessions to facilitate this discussion.

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:

• Adjustments to content, timing and style of Board presentation 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.

Independent Chair Duties and Responsibilities

The duties and responsibilities of our independent Chair are robust and include:

• acting as a liaison between and among the other independent directors, the CEO and management generally;

• presiding over Board and stockholder meetings;

• having the authority to call a special meeting of the independent directors or the full Board;

• 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 HRC Committee on CEO compensation and with the CGNSR Committee on CEO succession planning.

they are of a type that we usually and customarily offer to customers or vendors;

they are on terms substantially similar to those for comparable transactions with other customers or vendors under similar circumstances; or

in the case of personal loans, the loans are subject to and in compliance with Regulation O of the Board of Governors of the Federal Reserve System (“Regulation O”).

Purchases of goods or services in the ordinary course of business. The company and its subsidiaries purchased goods and services during the last three years from an entity for which Mr. Zollar served as an executive or was otherwise employed. All of these purchases were made in the ordinary course of business. For each of the last three years, these purchases, in the aggregate, fell substantially below the 2% threshold of the seller’s annual revenue or of our annual revenue for 2023.

Sales of goods or services in the ordinary course of business. The company and its subsidiaries provided various financial services during the last three years—including asset servicing, corporate trust, depositary receipts, treasury, or credit services—to certain entities for which each of Ms. Cook, Ms. Gilliland, Mr. Goldstein, or Mr. Terrell served as an executive officer or was otherwise employed for a period in 2023. All of the services were

Customer relationships. Neither we nor our subsidiaries provided any ordinary course services, such as asset management services or banking services, to any independent director in 2023.

Charitable contributions. We made (directly, through our subsidiaries or by foundations sponsored by us) charitable contributions to not-for-profit, charitable or tax-exempt organizations for which Mr. Izzo or Mr. Terrell served as a director, executive officer or trustee (or for which a family member served as an executive officer) during 2023. In 2023, charitable contributions to these organizations did not exceed the thresholds set out in the corporate governance rules of the NYSE and the SEC and our Corporate Governance Guidelines.

Beneficial ownership or voting power. In the ordinary course of our investment management business, we beneficially own or have the power to vote (directly or through our subsidiaries or through funds advised by our subsidiaries) shares of certain entities for which each of Ms. Cook, Ms. Gilliland, Mr. Gowrappan, and Mr. Zollar, respectively, served as an executive or was otherwise employed in 2023. As of December 31, 2023, we, our subsidiaries or funds advised by our subsidiaries, in the aggregate, owned or had the power to vote less than 1% of the outstanding shares of any such entity.

the related person’s relationship to us and interest in the transaction;

the material facts of the transaction, including the amount involved;

the benefits to us of the transaction;

the availability from other sources of comparable products or services; and

an assessment of whether the transaction is on terms that are comparable to the terms available to or from an unrelated third party or to employees generally.

In 2023 we met our commitment to maintain carbon neutrality in our operations on an annual basis, which we have done successfully for nine consecutive years by reducing energy consumption through investments in energy efficiency, procuring renewable electricity, and purchasing carbon offsets to compensate for any remaining emissions from our global real estate and data center footprint. In 2018, we set a series of targets for 2025 in the categories of waste, paper and water. We have met or continue to make progress toward these targets. In 2022, we successfully diverted 72% of office waste from landfills (targeting 80% by 2025), met our target of diverting 100% of technology waste from landfills, maintained paper neutrality globally, and reduced total water consumption by 49% (relative to a 2015 baseline).

In 2018 we also committed to reduce our Scope 1 and 2 greenhouse gas (GHG) emissions by 20% by 2025 relative to a 2018 baseline, consistent with a maximum temperate rise of 2^oC. We achieved 20% reduction for the first time in 2020 and have maintained or exceeded the reduction target in each year since, with 32% reduction relative to our 2018 baseline at year end 2022. In 2023 we conducted an in-depth review, and we are now working towards delivering GHG emissions reductions in relevant areas of our Scope 1 and Scope 2 operational emissions and on-balance sheet Scope 3 financed emissions consistent with 1.5^oC pathways by 2030. This approach reflects our commitment to resiliency and sustainability across our business activities and operations, that is grounded on data, analysis and execution.

In addition, we have developed an enterprise climate strategy that integrates climate change as a strategic consideration in our business and operations, incorporates climate-related risk into our enterprise risk management practices, promotes transparency through disclosure and stakeholder engagement, and advances industry best practices through thought leadership and collaboration.

Belonging and inclusion is integral to our business strategy, who we are as a company, what our people experience as members of our global team, and how we serve all stakeholders. Our four-pillar strategy (Leadership, Business Integration, Talent and Culture, Community) is embedded in our business strategy, operating model, talent experience and client value proposition. We strive to create an environment of diverse backgrounds, experience and expertise to produce better ideas and business outcomes.

We value a diverse and inclusive workforce that reflects the communities we work in and the clients that we serve. In 2023 we increased representation of women among senior leaders globally and increased ethnic/racial representation in our U.S. workforce among early career talent and mid-level, senior and executive leaders compared to 2022.

We were proud to maintain our strong track record of recognition as an industry leader across a range of belonging and inclusion indexes, including a perfect score on the 100 Disability Equality Index, recognizing best places to work for Disability Inclusion; six consecutive years on the Bloomberg Gender-Equity Index, and a perfect score and 16 consecutive years on the Human Rights Campaign Best Places to Work for LGBTQ+ Equality.

BNY Mellon partnered with MoCaFi (a minority owned fintech platform established to empower traditionally underserved communities) to enable seamless distribution of payments and disbursements like disaster relief financial aid and employee payroll to individuals who lack access to traditional financial services. This alliance enables our Treasury Services business to provide digital disbursement payment services to federal, state, and local governments, as well as corporate clients, through MoCaFi’s platform.

In May, BNY Mellon completed an offering of $500 million debt issuance with minority, veteran, and woman- owned investment firms coming together to serve as joint bookrunning managers of the offering—the first note issuance for a globally systemically important bank led entirely by minority, veteran, and women owned firms as bookrunners, roles typically taken on by large financial institutions. This offering built on BNY Mellon-issued $1.7 billion of senior medium-term notes with minority-owned financial institutions serving as joint lead bookrunners on the offering, in April 2022, and participation of eight veteran-owned broker dealers in a November 2022 offering of $750 million of senior bank notes.

Building on the success of the BOLD Shares model introduced in 2022 in partnership with Howard University, in 2023 we introduced SPARK Shares, a new share class of the flagship Dreyfus Government Cash Management Fund. SPARK Shares empower institutional clients to align their liquidity investments with their philanthropic goals by contributing 10% of net revenue to an eligible nonprofit of their choice. The share class launched in September with $1 billion in assets from inaugural institutional investors.

Entity

Primary Responsibilities for Risk Management

Risk Committee

of the Board,

comprised entirely of

independent directors

• Review and approval of significant enterprise-wide risk management policies and associated risk management frameworks of the company.

• Review and approval of the company’s risk appetite statement on an annual basis, and approval of any material amendment to the statement.

• Review of significant risk exposures and the steps management has taken to identify, measure, monitor, control and report such exposures, including risks such as credit, market, liquidity, operational (including fiduciary and technology risks), strategic and model risks and risks associated with incentive compensation plans.

• Evaluation of risk exposure and tolerance.

• Review and evaluation of the company’s practices with respect to risk assessment and risk management.

• Review, with respect to risk management and compliance, of (1) issues identified by the company’s Risk and Compliance department and the Internal Audit department (“Internal Audit”), and management’s responses and follow-ups, (2) corporate-wide compliance with laws and regulations, and (3) significant examination reports and associated matters identified by regulatory authorities and management’s responses.

• Review the Risk and Compliance department’s scope of work and its planned activities.

Audit Committee

of the Board,

comprised entirely of

independent directors

• Review processes used by the company to manage and assess risk, including related policies.

• Oversight responsibility with respect to the integrity of our company’s financial reporting and systems of internal controls regarding finance and accounting, as well as our financial statements.

• Coordinate with the Risk Committee so that each Committee has received and, when appropriate, discussed the information necessary to fulfill each Committee’s respective responsibilities and duties with respect to areas of common interest (including, among other matters, the company’s methods for identifying and managing risks).

• Review of periodic reports regarding corporate-wide compliance with laws and regulations.

• Review of any items escalated by the Risk Committee that have significant financial statement impact or require significant financial statement/regulatory disclosures.

• Review processes for managing and assessing risk through the Risk Committee and management-level risk committees.

Entity

Primary Responsibilities for Risk Management

• Risk and Compliance: Implement an effective risk management framework and daily oversight of risk.

• Internal Audit: Provide reliable and timely information to our Board and management regarding our company’s effectiveness in identifying and appropriately controlling risks.

• Senior Risk and Control Committee: As the most senior management-level risk governance body at the company, review significant risk events, emerging risks and drivers of risk, and top risks on an ongoing basis. Provide oversight for all risk management, compliance and ethics activities and processes, including the risk framework.

identify, measure, monitor, control and report risks appropriately;

define and measure the type and amount of risk the company is willing to take;

communicate the type and amount of risk taken to the appropriate level;

maintain a risk management organization that is independent of risk-taking activities; and

promote a strong risk management culture that encourages a focus on risk-adjusted performance.