Bank of New York Mellon Corp DEF 14A Filing

Ticker: BK-PK · Form: DEF 14A · Filed: Feb 29, 2024 · CIK: 1390777

Bank Of New York Mellon Corp DEF 14A Filing Summary
FieldDetail
CompanyBank Of New York Mellon Corp (BK-PK)
Form TypeDEF 14A
Filed DateFeb 29, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$3.9 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Bank of New York Mellon, Executive Compensation, Corporate Governance, SEC Filing

TL;DR

<b>Bank of New York Mellon Corp filed a DEF 14A on 2024-02-29</b>.

AI Summary

Bank of New York Mellon Corp (BK-PK) filed a Proxy Statement (DEF 14A) with the SEC on February 29, 2024. Filing type is DEF 14A, filed on 2024-02-29. Reporting period is 2024-04-09. Company name: Bank of New York Mellon Corp. Incorporated in Delaware, fiscal year ends December 31. SEC file number: 001-35651.

Why It Matters

For investors and stakeholders tracking Bank of New York Mellon Corp, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation and corporate governance matters for Bank of New York Mellon Corp. Investors and analysts can use this filing to assess executive pay structures, potential conflicts of interest, and the company's overall governance practices.

Risk Assessment

Risk Level: low — Bank of New York Mellon Corp shows low risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure for public companies regarding executive compensation and shareholder meetings, posing no immediate new risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value.

Key Numbers

  • 2024-02-29 — Filing Date (DEF 14A filing date)
  • 2024-04-09 — Reporting Period (Conformed period of report)
  • 001-35651 — SEC File Number (SEC file number for the company)
  • 60 — Public Document Count (Total number of public documents)

Key Players & Entities

  • Bank of New York Mellon Corp (company) — COMPANY CONFORMED NAME
  • 2024-02-29 (date) — FILED AS OF DATE
  • 2024-04-09 (date) — CONFORMED PERIOD OF REPORT
  • 001-35651 (other) — SEC FILE NUMBER
  • DE (other) — STATE OF INCORPORATION
  • 1231 (other) — FISCAL YEAR END
  • 212-495-1784 (phone) — BUSINESS PHONE
  • Todd Gibbons (person) — Executive Compensation Data

FAQ

When did Bank of New York Mellon Corp file this DEF 14A?

Bank of New York Mellon Corp filed this Proxy Statement (DEF 14A) with the SEC on February 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Bank of New York Mellon Corp (BK-PK).

Where can I read the original DEF 14A filing from Bank of New York Mellon Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Bank of New York Mellon Corp.

What are the key takeaways from Bank of New York Mellon Corp's DEF 14A?

Bank of New York Mellon Corp filed this DEF 14A on February 29, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-02-29.. Reporting period is 2024-04-09.. Company name: Bank of New York Mellon Corp..

Is Bank of New York Mellon Corp a risky investment based on this filing?

Based on this DEF 14A, Bank of New York Mellon Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, which is a standard disclosure for public companies regarding executive compensation and shareholder meetings, posing no immediate new risks.

What should investors do after reading Bank of New York Mellon Corp's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does Bank of New York Mellon Corp compare to its industry peers?

Bank of New York Mellon Corp operates within the commercial banking sector, providing a wide range of financial services.

Are there regulatory concerns for Bank of New York Mellon Corp?

As a financial institution, Bank of New York Mellon Corp is subject to regulations from the SEC and other financial authorities.

Industry Context

Bank of New York Mellon Corp operates within the commercial banking sector, providing a wide range of financial services.

Regulatory Implications

As a financial institution, Bank of New York Mellon Corp is subject to regulations from the SEC and other financial authorities.

What Investors Should Do

  1. Analyze executive compensation packages for key personnel.
  2. Review any proposed shareholder resolutions and their potential impact.
  3. Examine the company's governance structure and board composition.

Key Dates

  • 2024-02-29: Filing Date — Filing of the DEF 14A document
  • 2024-04-09: Reporting Period End — End date for the reported period

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for executive compensation and shareholder meetings, and does not represent a change from previous filings of the same type.

Filing Stats: 4,476 words · 18 min read · ~15 pages · Grade level 16.3 · Accepted 2024-02-29 08:01:18

Key Financial Figures

  • $3.9 billion — ned further, while the company returned $3.9 billion of capital, or 127% of earnings, to com

Filing Documents

Executive Compensation Tables and Other Compensation Disclosures

Executive Compensation Tables and Other Compensation Disclosures 77 2023 Summary Compensation Table 77 2023 Grants of Plan-Based Awards 79 2023 Outstanding Equity Awards at Fiscal Year-End 80 2023 Option Exercises and Stock Vested 82 2023 Pension Benefits 83 2023 Nonqualified Deferred Compensation 83 Potential Payments upon Termination or Change in Control 84 Pay Ratio 88 Pay Versus Performance 89 ITEM3 – RATIFICATION OF KPMG LLP 92 Resolution 93 Report of the Audit Committee 94 Services Provided by KPMG LLP 95 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees 95 Other Services Provided by KPMG LLP 95 Pre-Approval Policy 95 ITEM4 – STOCKHOLDER PROPOSAL REGARDING TRANSPARENCY IN LOBBYING 96 ITEM5 – STOCKHOLDER PROPOSAL REGARDING REPORT ON RISKS OF POLITICIZED DE-BANKING 100 ADDITIONAL INFORMATION 103 Equity Compensation Plans 104 Information on Stock Ownership 105 Beneficial Ownership of Shares by Holders of More Than 5% of Outstanding Stock 105 Beneficial Ownership of Shares by Directors and Executive Officers 106 Delinquent Section 16(a) Reports 106 Annual Meeting Q&A 107 Other Information 111 Stockholder Proposals for 2024 Annual Meeting 111 How Our Board Solicits Proxies; Expenses of Solicitation 111 Householding 112 Other Business 112 Helpful Resources 113 ANNEX A: NON-GAAP RECONCILIATION 115 COMMONLY REFERENCED PAGES Director Nominees and Committee Membership 6 Compensation Discussion & Analysis 49 Corporate Governance and Board Information 20 Nominees 12 Director Qualifications 18 Our Approach to Sustainability 34 Oversight of Risk 37 Pay Practices 69 2023 Summary Compensation Table 77 Table of Contents LETTER TO STOCKHOLDERS 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

ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS

Election of Directors

Item 1. Election of Directors RESOLUTION Page 11 NOMINEES Page 12 Director Qualifications Page 18 Majority Voting Standard Page 19 CORPORATE GOVERNANCE AND BOARD INFORMATION Page 20 Our Corporate Governance Practices Page 20 Board Leadership Structure Page 30 Director Independence Page 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 10BNY MELLON 2024 PROXY STATEMENT Table of Contents

ELECTION OF DIRECTORS Resolution

ITEM 1. ELECTION OF DIRECTORS Resolution Proposal We are asking stockholders to elect the 11 nominees named in this proxy statement to serve on our Board until the 2025 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Background 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. Voting Each director w

ELECTION OF DIRECTORS Nominees

ITEM 1. ELECTION OF DIRECTORS Nominees Linda Z. Cook Age: 65 Independent Director since 2016 CEO of Harbour Energy plc Retired Executive Committee Member and Director of Royal Dutch Shell plc Committees: Audit (Chair); Corporate Governance, Nominating and Social Responsibility; Human Resources and Compensation Other Current Public Company Board Service: Harbour Energy plc (LSE) Ms. Cook serves as the CEO and a member of the Board of Harbour Energy plc, a global independent oil and gas company, since April 2021. She is also a Senior Advisor to EIG Global Energy Partners, an investment firm focused on the global energy industry. Ms. Cook joined EIG in 2014, and most recently served as Partner, Managing Director and a member of EIG's Executive Committee. Prior to joining EIG, Ms. Cook spent over 29 years with Royal Dutch Shell at various companies in the United States, the Netherlands, the United Kingdom and Canada. At her retirement from Royal Dutch Shell, Ms. Cook was a member of the Executive Committee in the Netherlands headquarters and a member of the Board of Directors. Her primary executive responsibility was Shell's global upstream Natural Gas business in addition to oversight for Shell's global trading business, Shell Renewable Energy, and Shell's Downstream R&D and Major Projects organizations. Ms. Cook previously was CEO of Shell Canada Limited, CEO of Shell Gas & Power and Executive VP of Finance, Strategy and HR for Shell's global Exploration and Production business. In addition to her current public company board service, Ms. Cook chairs the Board of Directors of Maverick Natural Resources LLC, an oil and gas producer. She has previously served as Chairman of the Board of Chrysaor Holdings Limited, as well as on the Boards of Directors of KBR, Inc., The Boeing Company, Marathon Oil Corporation, Cargill Inc., Royal Dutch Shell plc, Royal Dutch Shell Petroleum Co. NV and Shell Canada Limited. Ms. Cook is also a member of the Society of Petroleum

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