

		ITEM 1. ELECTION OF DIRECTORS		> Nominees

~~Director Qualifications~~
Alfred W. “Al” Zollar

Steven D. Black* Linda Z. Cook Joseph J. Echevarria Edward P. Garden Jeffrey A. Goldstein John M. Hinshaw Edmund F. “Ted” Kelly Jennifer B. Morgan Mark A. Nordenberg Elizabeth E. Robinson Charles W. Scharf Samuel C. Scott III

Skills and Experience

Finance

Leadership

Technology

Global

Governance

Risk

Financial Services Experience

Demographic Background

Board Tenure

Years

N/A

1

2

3

3

3

13

1

19

1

1

14

Gender

Male

Female

Age

Years old

65

59

61

56

62

47

72

46

69

49

52

73

Race/Ethnicity

African American/Black

White/Caucasian

Hispanic/Latino

Age: 68
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., Public Service Enterprise Group Incorporated
LOGO
*
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 Constant Contact, Inc., GCOM, LLC and International Data Group, Inc. Mr. Zollar previously served as a Director 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 ~~is a nominee who does not currently serve~~Engineers. Mr. Zollar serves on ~~our Board~~the boards of ~~Directors.~~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

BNY MellonØ   ~~2018~~  2023 Proxy Statement     1517
ITEM 1. ELECTION OF DIRECTORS   >  Nominees

Director Qualifications
~~The CG&N Committee assists~~Our Board believes that the ~~Board~~nominees meet the criteria outlined above and discussed in ~~reviewing and identifying individuals qualified to become Board members. The CG&N Committee utilizes Board-approved criteria, set forth~~more detail in ~~our Corporate Governance Guidelines (see “Helpful Resources”~~“Director Nomination Process” starting on page ~~88), in recommending nominees for directors at Annual Meetings~~23, and collectively exhibit the diversity and depth and breadth of experience necessary to ~~fill vacancies on the Board. Directors chosen~~contribute to ~~fill vacancies will hold office for a term expiring at the end~~an engaged board that is capable of ~~the next Annual Meeting.~~
~~In selecting nominees for election as directors, our CG&N Committee considers the following with respect to Board composition:~~
~~Professional background~~effectively and ~~experience~~~~. The individual’s specific experience, background and education, including skills as described in the table on the prior page, as well as knowledge essential to the oversight of~~thoughtfully overseeing the company’s ~~businesses.~~
~~Senior-level management positions~~~~. The individual’s sustained record of substantial accomplishments in senior-level management positions in business, government, education, technology ornot-for-profit~~ ~~enterprises.~~
~~Judgment and challenge~~~~. The individual’s capability of evaluating complex business issues and making sound judgments and constructively challenging 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 freedom from conflicts of interest that could interfere with their duties as a director.~~
~~Stockholders’ interests~~~~. The individual’s strong commitment to the ethical and diligent pursuit of stockholders’ best interests.~~
The CG&N Committee seeks individuals with leadership experience in a variety of contexts and, from public company leaders, across a variety of industries. The CG&N Committee will evaluate all candidates suggested by other directors or third-party search firms (which the company retains from time to time, including over the past year, to help identify potential candidates) or recommended by a stockholder for nomination as a director in the same manner. For information on recommending a candidate for nomination as a director see “Contacting the Board” on page 30.
~~The Board and the CG&N Committee have concluded that each of our current Board members should be recommended forre-nomination~~ ~~as a director. In considering whether to recommendre-nomination~~ ~~of a director for election at our Annual Meeting, the Board and the CG&N Committee considered, among other factors:~~
~~The~~~~criteria for the nomination of directors~~ ~~described above,~~
~~Feedback from the annual Board and committee evaluations~~,
~~Attendance~~~~and~~~~preparedness~~ ~~for Board and committee meetings,~~
~~Outside board and other affiliations~~~~, for actual or perceived conflicts of interest,~~
~~The~~~~overall contributions to the Board~~~~, and~~
~~The~~~~needs of the company~~.
management. Each of the nominees ~~for election as director,~~are incumbent directors, and, other than ~~Mr. Scharf and Mr. Black,~~Robin Vince, each nominee was elected as a director at our ~~2017~~2022 Annual ~~Meeting.~~Meeting of Stockholders. Mr. ~~Scharf was appointed~~Vince joined the Board as a management director effective ~~July 17, 2017~~August 31, 2022, in connection with his ~~appointment as CEO. Mr. Black is a nominee who does not currently serve on our Board. He was recommended~~transition to the ~~CG&N Committee for consideration as a candidate by our CEO. Our Board believes that each~~role of ~~the nominees meet the criteria described above with diversity, depth~~President and ~~breadth of experience that enable them to oversee management~~CEO of the company, at which time Mr. Thomas P. (Todd) Gibbons (who was elected as ~~an effective and engaged~~a management director at our 2022 Annual Meeting) stepped down from the Board. No ~~director or~~ nominee has a family relationship to any other director ~~nominee for director~~ or executive officer.
~~Gerald L. Hassell, who was elected as a director at our 2017 Annual Meeting, retired from the Board effective December 31, 2017. Mr. Hassell’s retirement comes after a44-year~~ career with the company, including the last 6 years as CEO and Chairman of the Board. The Board is grateful to Mr. Hassell for his innumerable and extensive contributions to the company over the course of his career.
LOGO

1618     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS   >  Nominees

Nicholas M. Donofrio, who was elected as a director at our 2017 Annual Meeting, retired from the Board effective September 30, 2017, and John A. Luke, Jr., who was elected as a director at our 2017 Annual Meeting, will not be standing for reelection. The Board
is grateful to Messrs. Donofrio and Luke for their dedication and invaluable contributions as directors during their more than 18 years and 22 years, respectively, of service to the company and The Bank of New York. The Board will miss their camaraderie, commitment, insight and perspective.
Majority Voting Standard
Under ourby-laws, in any uncontested election of directors, each director will be elected if more votes are cast “for” the director’s election than are cast “against” the director’s election, with abstentions and brokernon-votes not being counted as ~~a vote~~votes cast either “for” or “against” the director’s election. A plurality standard will apply in any contested election of directors, which is an election in which the number of nominees for director exceeds the number of directors to be elected. Pursuant to our Corporate Governance Guidelines, if any incumbent director fails to receive a majority of the votes cast in any uncontested election, the director will be required to tender his or her resignation to the independent Chair or Lead Director (or such other director designated by the Board if the director failing to receive the majority of votes cast is the independent Chair or Lead Director) promptly after the certification of the stockholder vote.
~~Our CG&N~~The CGNSR Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it, or whether other actions should be taken. In considering whether to accept or reject the tendered resignation, the ~~CG&N~~CGNSR Committee will consider whatever factors its members deem relevant, including any stated reasons for the “against” votes, the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the company, and the mix of skills and backgrounds of the Board members.
The
Board will act on the ~~CG&N~~CGNSR Committee’s recommendation no later than 90 days following the certification of the election in question. In considering the recommendation of the ~~CG&N~~CGNSR Committee, the Board will consider the factors considered by the ~~CG&N~~CGNSR Committee and such additional information and factors as it deems relevant.
Following the Board’s decision, the company will publicly disclose ~~the Board’s~~such decision in a Current Report on Form8-K filed with the ~~Securities and Exchange Commission (“SEC”).~~SEC. If the Board does not accept the director’s resignation, it may elect to address the underlying stockholder concerns or to take such other actions as it deems appropriate and in the best interests of the company and its stockholders. A director who tenders his or her resignation pursuant to this provision will not vote on the issue of whether his or her tendered resignation will be accepted or rejected. If the Board accepts an incumbent director’s resignation pursuant to this provision, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy pursuant to ourby-laws. If the Board does not accept an incumbent director’s resignation pursuant to this provision, he or she will continue to serve on the Board until the election of his or her successor.

BNY Mellon  Ø   2023 Proxy Statement     19
~~BNY Mellon~~ ~~2018 Proxy Statement~~     17
ITEM 1. ELECTION OF DIRECTORS   >  Corporate Governance and Board Information

Our Corporate Governance Practices
~~We believe that the strength of BNY Mellon’s business reflects the~~The high standards set by our governance ~~structure. It provides guidance in managing~~structure support the ~~company from~~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 ~~Board~~adoption of ~~Directors on down for the~~board governance best practices, is designed to benefit of all our stakeholders, including our ~~investors,~~stockholders, clients, employees and communities. Several of our key governance practices ~~are:~~are outlined below.

INDEPENDENCE

üOur Board is ~~comprised~~composed entirely of independent directors (other than our ~~Chief Executive Officer)~~CEO) who regularly meet inexecutive sessions, led by our ~~Lead Director~~independent Chair at Board meetings and committee Chairs at committee meetings.

üOurindependent Chair (or if there is not an independent Chair, the Lead ~~Director~~Director), selected annually by our independent directors, has broad powers, ~~including~~including:
• acting as a liaison between and among the other independent directors, the CEO and management generally;
• presiding over Board and stockholder meetings;
• the right to call a special meeting of the independent directors ~~approval of~~or the full Board;
• reviewing and approving Board meeting agendas, materials and ~~schedules,~~schedules;
• leading executive sessions and meetings of independent directors;
• being available to meet with major stockholders and regulators as applicable; and
• consulting with the ~~Chairman~~Chair of the ~~Human Resources and Compensation~~HRC Committee ~~(“HRC Committee”)~~ on CEO performance, compensation and ~~succession.~~succession, and reviewing the emergency CEO succession management plan with the CGNSR Committee annually.

üAll Board committees are composed entirely ofindependent directors.

ACTIVE

ENGAGEMENT

üWe had ahigh rate of director attendance at Board and committee meetings in ~~2017,~~2022, averaging ~~97%.~~approximately 99% among incumbent directors.

üWeactively engage with our stakeholders through multiple initiatives, reaching out to investors representing over ~~47%~~65% of our outstanding common shares as well as proxy advisory firms and other stakeholders.

üStockholders and other interested parties candirectly contact our Board (see “Contacting the Board” on page 43 and “Helpful Resources” on page ~~88)~~113).

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

~~ONGOING~~
~~IMPROVEMENTS~~BOARD GOVERNANCE

ü Our Corporate Governance Guidelines require that the ~~Corporate Governance and Nominating~~CGNSR Committee~~rotate the Lead Director and committee Chairmen~~ ~~at five-year intervals and~~consider enhanceddirector qualifications in connection with director ~~nominations.~~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, ~~and~~ each of our standing committees, and each of our individual directors conduct annualself-evaluations that have resulted in enhancements to Board functioning (see “Evaluation of Board and Committee Effectiveness” on page 19), and in 2017 we added individual interviews to the self-evaluation process. Following engagement with stockholders, in 2017 we continued to enhance our Board and committee self-evaluation process and expand our related disclosure.25).

ü Ourby-laws permit holders in the aggregate of 20% of our outstanding common stock tocall a special stockholdermeeting.

ü We~~redesigned our committee structure~~, Our Restated Certificate of Incorporation, as amended, allows for ~~implementation following~~action by written consent of stockholders representing at least the ~~Annual Meeting,~~minimum number of votes that would be necessary to ~~refine~~take the ~~allocation~~action at a meeting of ~~committee responsibilities and to utilize our directors’ time more efficiently.~~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 the CGNSR Committee with the 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 Policies related to trading in company securities by executive officers and directors prohibit the hedging and pledging of company securities.
ü Our comprehensive Enterprise ESG program incorporatesactive reporting and oversight by the Board and its committees, including with respect to environmental management, sustainability, diversity, equity and inclusion (“DEI”), 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 2021 ESG Report, which incorporates our TCFD aligned disclosure, represents our 16th standalone report covering ESG topics.
ü Our Board participates ininformation 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.

18     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~

ROBUST
~~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 indeferred stock units, which must be held as long as the director serves on the Board.

ü Ourcodes of conduct, which apply to our directors ~~as well as~~and all of our employees, ~~providing~~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 ~~fostering~~foster a culture of honesty and accountability.

ü We continue to enhance our robust~~director~~ 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 ~~which new directors participate in their first six months as a director, and~~resources available to directors. In addition, all directors are encouraged to participate in thoughtfully selected continuing education programs for which expenses are reimbursed.

BNY Mellon  Ø   2023 Proxy Statement     21
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information

WHAT WE

DON’T DO

× 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.

Corporate Governance Developments
~~Based on stockholder~~Our directors, who offer a diverse set of backgrounds, expertise and skills, contribute to the design and development of our corporate governance framework. Our governance practices are also informed by engagement ~~over~~with our stockholders and other stakeholders, as well as through careful consideration and monitoring of governance and industry developments. As a result of this dynamic, the ~~last few years our~~ Board has a well-established focus on long-term business strategy and resiliency, leadership succession and corporate culture, and performance. This foundation positioned the Board to oversee and guide the company through a successful leadership transition in an otherwise uncertain and volatile environment during 2022, culminating in Mr. Vince’s assumption of the CEO role effective August 31, 2022. In addition to regular engagement on the CEO succession, the Board agenda throughout the year included consistent financial, operational, strategic and business-related topics, and the Board maintained a regular dialogue with management regarding its direction and action on matters related to DEI, social justice and public policy and advocacy. The Board also engaged with management throughout the year on the company’s environmental and sustainability performance and Enterprise ESG strategy, including periodic updates on the company’s disclosure and reporting initiatives. A discussion of the Board’s oversight of CEO succession can be found starting on page 27. The Board’s engagement on ESG matters, including our DEI initiatives, is covered starting on page 32.
Our Board has also focused on Board refreshment and succession ~~efforts. Since August 2014, nine~~efforts over the past several years, culminating in a balanced slate of ~~our~~nominees, including seven directors who have ~~retired or announced their retirement and over that same period our~~been added to the Board ~~has added eight new directors and recommended one new nominee for election at our 2018 Annual Meeting.~~in the last five years. Each of these new directors ~~has added~~adds significant experience and expertise to our Board, complementing and supplementing the experience, diversity and ~~talents~~skills of our Board as a whole. Although the ~~CG&N~~CGNSR Committee is principally involved in Board succession and recruitment, our entire Board plays a role in recruiting, interviewing and assessing candidates. Our Board’s succession planning is an ongoing, robust endeavor and will continue to ~~be robust as it seeks to further enhance~~focus on enhancing the diversity of our Board. The Board’s succession planning and director nomination efforts are discussed in detail starting on page 23.
~~Our Board, led by our CG&N Committee, continually seeks to improve our~~Beyond the Board’s comprehensive meeting schedule and management and director succession planning initiatives, other pillars of the company’s governance ~~structures, and has recently made the following enhancements:~~framework implemented in recent years include:

•
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.
~~Expanded~~
Our Corporate Governance Guidelines provide for either an independent Chair or a Lead Director based on the ~~Board self-evaluation~~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 ~~include annual~~introduce a third-party facilitator to conduct the individual director interviews ~~providing~~to more directly support “peer-to-peer” feedback.
In addition to the Board’s regular succession planning efforts, the CGNSR Committee maintains emergency succession management plans for both the CEO and Board Chair roles, which are designed to ensure appropriate steps can be taken to minimize disruption to the company and the Board in the event of a temporary or permanent absence of the CEO or independent Chair.
22     BNY Mellon  Ø   2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
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.
A central component of the development of our corporate governance framework is the identification and implementation of best practices through engagement with stakeholder groups. As highlighted on page 28, the company engages in a broad and comprehensive stockholder outreach program; in 2022, we reached out to stockholders representing over 65% of the company’s outstanding shares. We have committed to applying the Commonsense Principles 2.0 and have endorsed the Business Roundtable’s Statement on the Purpose of the Corporation. We are also committed to reviewing our governance practices against the TCFD framework, as outlined in the 2021 ESG Report, to help ensure that our Board remains well positioned to oversee the company’s Enterprise ESG strategy and climate-related commitments. While we believe that our corporate governance policies are generally consistent with these important frameworks, we will continue to evaluate and, where necessary, make changes to align with best practices.
Director Nomination Process
Director Candidates
The CGNSR Committee reviews potential director candidates and makes recommendations to the Board regarding individuals qualified to become Board members. The Board then nominates director candidates for election at Annual Meetings (or directly selects an individual or individuals to fill vacancies on the Board in accordance with our bylaws, as applicable). Directors chosen to fill vacancies hold office for a term expiring at the end of the next Annual Meeting.
In recommending a nominee for election as a director (or to fill a Board vacancy), the CGNSR Committee considers each individual’s specific experience, background and education, including skills as described in the table on page 18, as well as the following Board-approved criteria:
•
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.
Annually, the CGNSR Committee reviews these criteria for director nominations and makes recommendations regarding any changes for the Board’s approval as needed. The CGNSR Committee seeks individuals with leadership experience in a variety of contexts and across a variety of industries. The CGNSR Committee’s candidate search and recruitment efforts are informed by a number of factors, including its regular review of the composition of the Board and committees, its consideration of the directors’ qualifications, skills and experience, and the results of the Board and committee evaluation process. Moreover, a central component of the Board’s consideration of director candidates is its commitment to fostering and maintaining diversity in the boardroom. In addition to valuing diversity of viewpoints, professional experience, tenure, education, skills and expertise, the Board also seeks to include directors with ~~an opportunity for candid self-reflection on their personal contributions~~diverse backgrounds—including with respect to race, gender, ethnicity and sexual orientation—to capture the ~~Board.~~
benefits inherent in diverse

~~Enhanced~~
BNY Mellon  Ø   2023 Proxy Statement     23
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
perspectives. As a result of this commitment, our Board has approved a slate of nominees for election at the ~~self-evaluation~~2023 Annual Meeting that is over 36% female and over 36% diverse on the basis of race or ethnicity.
In 2022, the CGNSR Committee, in an effort to complement and support the CEO succession and transition process, focused on evaluating its engagements with third-party search firms and identifying desired professional and industry skills and experience for potential director candidates. Mr. Vince and Mr. Gibbons (during the period in 2022 that each served as CEO and on the Board) were regularly consulted and engaged with the CGNSR Committee in connection with such search efforts.
The CGNSR Committee evaluates all candidates suggested by ~~adding an explicit comparison~~other directors or third-party search firms (which the company retains from time to time to help identify potential candidates) or recommended by a stockholder for nomination as a director in the same manner. For information on communicating with the Board, see “Contacting the Board” on page 43.
Re-nominations of ~~current-year results~~Incumbent Directors
In considering whether to ~~prior-year results to measure improvement and promote long-term accountability.~~
~~Redesigned our committee structure to refine the allocation of responsibilities and directors and to more efficiently utilize our directors’ time. Following~~re-nominate a director for election at our Annual Meeting, the ~~Corporate Social~~
Board and the CGNSR Committee reviewed, among other factors:
•
~~Responsibility Committee will be dissolved, and its responsibilities assumed by~~The criteria for the ~~CG&N Committee (to be renamed the Corporate Governance, Nominating and Social Responsibility Committee, reflecting our continued commitment to the principles~~nomination of ~~corporate social responsibility). In addition, the scope of the Finance Committee’s duties will be refined, as certain duties will revert to the Audit Committee.~~directors described above,

~~Enhanced~~
•
Attendance and preparedness for Board and committee meetings,
•
A director’s overall contributions to the Board, and
•
The needs of the company.
To facilitate the ~~efficiency~~assessment of an incumbent director’s suitability for re-nomination, the CGNSR Committee may leverage feedback from the annual Board and committee evaluations and its review of the director’s outside board and other affiliations (to assess the presence of actual or perceived conflicts of interest as well as time commitments generally). Our Corporate Governance Guidelines direct the CGNSR Committee to consider, among other factors, the number of other public company boards on which a director serves as part of this review. It is the Board’s policy that a director who serves as an executive officer of a publicly traded company should not serve on the board of more than two publicly traded companies (including his or her own company) in addition to his or her service on the BNY Mellon Board. Directors who do not serve as public company executive officers should not serve on the board of more than three publicly traded companies in addition to BNY Mellon. The CGNSR Committee reviews compliance on an annual basis, and all of the incumbent directors comply with this policy.
In furtherance of the CGNSR Committee’s review of directors’ outside activities, our Corporate Governance Guidelines specifically outline a director’s obligation to inform the Board prior to accepting any position or otherwise changing his or her outside commitments in a significant manner, including by accepting a role on the board of another company. A director is prohibited from accepting such a position or making such a commitment without first obtaining the consent of the CGNSR Committee, in consultation with the Board chair, the CEO, the General Counsel and the Corporate Secretary.
Furthermore, our Corporate Governance Guidelines provide that a director who will be over the age of 75 at the time ~~by enabling committee meetings~~of the Annual Meeting will not be re-nominated for election to ~~occur simultaneously (where membership permits)~~the Board, absent the Board’s approval based on the review and the recommendation of the CGNSR Committee. In accordance with the policy, former directors Edmund F. Kelly and Samuel C. Scott, who were each over the age of 75 at the time of the 2022 Annual Meeting, were not re-nominated and retired from the Board prior to the 2022 Annual Meeting.
Together, the Board views the foregoing criteria and policies as appropriate for balancing the benefits to the company from directors’ experience, the need for fresh perspectives and the significant time commitment that engaged board service entails. On the basis of this review, the Board and the CGNSR Committee have concluded that each of our current Board members should be recommended for re-nomination as a director.
Board Oversight of Company Culture
Our Board is committed to supporting and fostering the company’s strong cultural values. The Board, in conjunction with management, is responsible for ensuring that the company’s culture and its strategy are aligned. The company’s
24     BNY Mellon  Ø   2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
values (Passion for Excellence, ~~thereby creating additional time for robustin-depth~~ ~~discussions without time constraint.~~
~~As previously disclosed,~~Integrity, Strength in Diversity, and Courage to Lead), as well as the key behaviors supporting these values, are foundational to our culture. The Board expects all directors, as well as officers and employees of the company, to conduct themselves in a manner consistent with our codes of conduct, which incorporate these values and behaviors. The Board believes that our culture is fundamental to the conduct of the company’s business and the creation of a high-performance environment, and is necessary for effective risk management, strong investor trust, and successful corporate governance.
Corporate Governance Guidelines and Codes of Conduct
Our Board has adopted Corporate Governance Guidelines covering, among other things, the duties and responsibilities and independence of our directors, the criteria and qualifications for nominating a director for election at the Annual Meeting, the Board’s ~~succession planning, Mr. Scharf became~~role in overseeing executive compensation, compensation and expense reimbursements for independent directors, communications between stockholders and directors, the role of our ~~new CEO effective July 17, 2017~~independent Chair or lead director, and Board committee structures and assignments. The CGNSR Committee reviews the Corporate Governance Guidelines at least annually and makes recommendations to the Board regarding any updates.
In furtherance of the Board’s oversight of the company’s values, the company has adopted an Employee Code of Conduct, which applies to all of our ~~new Chairman effective January 1, 2018~~employees (including management directors) and provides a framework to maintain the highest standards of professional conduct for the company. The Board has also adopted a Directors’ Code of Conduct to provide guidance to our directors in ~~connection with Mr. Hassell’s retirement,~~recognizing and ~~Mr. Echevarria was elected as our new Lead Director during 2016. In addition~~addressing ethical issues, to ~~Board refreshment~~provide mechanisms to report possible unethical conduct, and ~~succession,~~to foster a culture of honesty and accountability among directors. At least annually, the ~~CG&N~~CGNSR Committee ~~also monitors committee leadership refreshment level~~reviews the directors’ compliance with the ~~goal~~Directors’ Code of ~~committee chairs serving~~Conduct (and, in ~~such capacity for no more than 5 consecutive years. Accordingly, our~~the case of management directors, compliance with the Employee Code of Conduct). Most recently, as part of its continuous review and benchmarking of the company’s governance documents and practices, the CGNSR Committee recommended, and the Board ~~elected Mr. Hinshaw as our new Technology Committee chair in 2017. We anticipate the election of a new chair~~approved, changes to the ~~(newlyre-named)~~Directors’ Code of Conduct to expressly address directors’ personal political activities, including as it relates to political contributions.
Our Corporate Governance ~~Nominating~~Guidelines, Employee Code of Conduct and ~~Social Responsibility Committee in 2018.~~Directors’ Code of Conduct are available on our website (see “Helpful Resources” on page 113). We intend to disclose any amendments to, or waivers from, our Employee Code of Conduct or our Directors’ Code of Conduct (including the amendments to the Directors’ Code of Conduct discussed above) for the benefit of executive officers and directors, respectively, by posting such information on our website.
Evaluation of Board and Committee Effectiveness
Annually, the Board and each of our standing committees ~~conducts~~conduct a self-evaluation ~~to continually enhance~~exercise aimed at the continual enhancement of Board and individual director performance. The Board and management then work together to take appropriate action in light of the results of the self-evaluations. In reviewing the design of the evaluation exercise for 2022, the CGNSR Committee determined to engage a third-party facilitator to conduct the individual director interviews and lead the discussion with the Board regarding the results of the annual evaluation exercise. The CGNSR Committee considered the support of a third-party facilitator as a means to keep the evaluation exercise fresh, incorporate more granular focus on individual director (or “peer-to-peer”) feedback, and leverage the experience and insights of an outside expert. The third-party facilitator selected to support the Board’s evaluation exercise is a governance expert with significant experience in leading Board effectiveness reviews across a number of public companies. The following graphic provides additional detail regarding the scope and timing of the Board’s evaluation program.

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~~BNY Mellon~~
~~2018 Proxy Statement~~     19
ITEM 1. ELECTION OF DIRECTORS   >  Corporate Governance and Board Information

~~then work together to enhance Board~~ LOGO
Design of Assessment Process CGNSR Committee and ~~committee effectiveness in light of the results of the self-evaluations.~~
~~The CG&N Committee, in consultation with the~~independent Chair (or Lead Director, ~~determines~~as applicable) determine the process, scope and contents of the ~~Board’s~~Board's annual performance evaluation. ~~Areas~~The process is generally designed to facilitate a multi-year perspective and year-over-year comparability of ~~consideration~~feedback and assessment results. Evaluation and Director Self-Assessment Each director is provided with one evaluation questionnaire for the full Board and one for each standing committee on which the director serves. Each director also participates in annual, individual interviews. 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 ~~self-evaluations include director~~and committee effectiveness generally. Directors are also periodically solicited for feedback 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 ~~the range~~Strategic priorities for focusing Board oversight Range of business, professional and other backgrounds ~~of directors~~ necessary for a director to serve the company Content and ~~the range and type~~form of information provided to the Board by ~~management.~~
~~Based on~~management Review and Presentation of Findings The independent, third-party advisor aggregates the ~~CG&N Committee’s determination of~~questionnaire responses and interview feedback and develops a report for the ~~evaluation process~~Board and ~~scope,~~ 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 ~~led by the chairman~~ of the ~~committee. The~~full Board in which Board self-evaluation results ofare presented and the ~~self-evaluation of each~~ standing committee self-evaluations are ~~reported to~~reported. The third-party advisor will attend the ~~full Board.~~
~~As a result of the most recent round of~~ Board and committee ~~self-evaluations,~~executive sessions to direct and 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: 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 Board meeting schedule to facilitate informal engagement among directors as well as individual and small group touchpoints with members of senior management.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Succession Planning
Our governance framework prioritizes senior leadership succession planning as an important ingredient in facilitating long-term, sustainable business practices. In accordance with our Corporate Governance Guidelines, the Board ~~determined~~takes an active role in the oversight of CEO and senior management succession planning. In the ordinary course, the HRC Committee, as well as the full Board, regularly review the succession plan for the CEO. This plan identifies a “readiness” level and ranking for internal candidates and incorporates flexibility for the Board to
~~redesign~~ define an external hire as a succession option. In addition, the CGNSR Committee maintains and annually reviews a CEO emergency succession management plan. The Board’s independent Chair is engaged in these processes and consults with the HRC Committee and the CGNSR Committee on both the CEO succession plan and the CEO emergency succession management plan.
As part of the Board’s regular engagement on this topic, the Board established and executed a comprehensive succession process in connection with Mr. Gibbons’ retirement from the company, culminating in Mr. Vince’s appointment as CEO and a member of the Board, effective August 31, 2022. In advance of the transition, the Board worked closely with Mr. Gibbons and engaged outside advisors to develop a plan, including identifying and evaluating potential internal and external candidates. The Board selected Mr. Vince and elevated him to the role of President and CEO-Elect in March 2022, affording Messrs. Gibbons and Vince several months to work closely together with the support of the company’s Executive Committee to provide a seamless transition of responsibilities. The Board is grateful to Mr. Gibbons for his strong and positive influence and valuable contributions to the Board, the company and the communities in which we operate during his tenure with the company.
In addition to CEO succession, the Board and the HRC Committee also regularly engage in formal succession planning for our Executive Committee members. This succession protocol includes identifying a rank and readiness level for potential internal candidates and strategically planning for external hires when desirable, such as, for positions where capability gaps are identified. The HRC Committee and the Board review the succession plans for all Executive Committee positions.
Consistent with this emphasis on preparedness and succession planning, and in light of the separation of the CEO and Chair positions, the CGNSR Committee has also adopted a Chair emergency succession management plan. The Chair emergency succession management plan, which was prepared in consultation with the independent Chair and the CEO, is designed to ensure that appropriate steps can be taken to minimize disruption to the Board and the company’s governance in the event of a temporary absence or retirement, resignation or removal of the independent Chair.
Director Orientation and Continuing Education
As part of ongoing efforts to support Board and individual director effectiveness and performance, we have developed comprehensive orientation and continuing education programs for directors. The CGNSR Committee oversees these programs. The orientation process for a new director is tailored to specific needs of the director and is designed to facilitate and expand a new director’s understanding of the company’s products and services, the director’s duties as a member of the Board, and the culture of our company and the Board. The orientation modules can be completed in a hybrid format, with a combination of virtual sessions, leveraging the company’s existing technologies, as well as in-person meetings. As a director proceeds through the orientation program, the CGNSR Committee receives updates on progress, feedback and areas in which the new director may seek additional meetings and resources.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
The new director orientation process generally progresses in the following stages:
LOGO
Document Review Initially, a new director is provided with information through a set of documents covering, among other matters: organizational and leadership structure, business descriptions, Board and committee ~~structure, reallocate~~information, and governance materials and applicable policies. The director is also provided support and training for accessing and navigating the companys electronic board portal. Informational Modules The director then participates in a series of meetings with other directors and members of senior management. Meetings are grouped into modules through which additional information and documentation are provided. Topics covered in the course of each module include business strategy and operations, corporate culture, finance and human resources, among ~~committees,~~others. Feedback and Gap-Filling As a director progresses through the modules, feedback is solicited from all participants. Any gaps identified are filled with additional information and/or meetings, as needed or desirable.
On an ongoing basis, directors are provided with a catalogue of continuing education programs covering a range of topics, including ESG and bank-specific risk and compliance matters, that are delivered through external providers. In addition, education sessions led by members of senior management are made available to the directors on an in-boardroom basis either as stand-alone sessions or as part of an informal breakfast or dinner topic in connection with regular Board meetings. These sessions generally supplement the topics covered with new directors through the director orientation modules. Topics covered during these sessions included capital planning, ESG developments, updates on economic or market events, ongoing legal proceedings, digital assets and related business initiatives. Materials related to these informational sessions are maintained and catalogued for a director’s future reference (or for, new directors, for use as part of the onboarding package). Directors are encouraged, including in the annual Board and committee evaluation process, to provide feedback regarding topics they would like to cover in continuing education sessions.
We have ~~committees meet simultaneously (where membership permits) and set aside additional time~~a policy for ~~strategy discussions.~~the reimbursement of reasonable out-of-pocket expenses incurred by a director in connection with his or her participation in continuing education sessions.
~~Active~~Proactive Stockholder Engagement Program
We conduct extensive governance reviews and investor outreach throughout the year. Through our investor engagement process in 2022 and 2023, we reached out to stockholders holding over 65% of our outstanding common stock and held discussions with those that accepted our invitation. These discussions included representatives from our Investor Relations, Enterprise ESG, Corporate Governance and Human Resources teams and addressed topics such as company strategy and senior leadership succession, executive compensation, corporate governance, DEI and other issues relating to our Enterprise ESG strategy.
Management reports regularly to the independent directors regarding investor discussions and feedback to keep them informed of stockholders’ perspectives on a variety of issues, including governance, strategy and performance, and to enable them to consider and address
those matters effectively. ~~Although~~Occasionally, directors may participate in meetings with individual directors on certain governance topics. Stockholder feedback has played a significant role in company decisions such as the ~~Board is recommending against Stockholder Proposal 4 for the reasons we describe on page 74, it is committed to understanding~~design and implementation of a stockholder perspectives in this area. The Board will consider this topic in its stockholder engagement outreach following the annual meeting, taking into account the results of the proposal and other stakeholder viewpoints, and has included it as part of its 2018 corporate governance agenda.written consent right.

2028     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS   >  Corporate Governance and Board Information

Board Leadership Structure
~~Our Board has reviewed its current~~The Board’s independent directors review the Board’s leadership structure ~~— consisting~~and the selection of ~~a combined Chairman and Chief Executive Officer with~~the Chair of the Board on an annual basis, or more frequently as necessary, to help ensure the current arrangement best serves the interests of the company at any given time. As part of this review, the independent directors evaluate whether they believe that the position of Chair should be held by the CEO, in which case an independent Lead Director ~~— in~~would be selected, or that the Chair and CEO roles should be separated. In light of the Board’s composition, the CEO succession process, the company’s size, the nature of the company’s business, the regulatory framework under which the company operates, the company’s stockholder base, the company’s peer group and other relevant ~~factors. Our~~factors, the independent directors of the Board ~~has~~have determined that it was appropriate to maintain a ~~combined Chairman~~separation between the positions of Chair and ~~Chief Executive Officer position, with~~CEO. As a result, the Board appointed Joseph J. Echevarria as independent Chair. Mr. Vince, the company’s President and CEO, serves as a non-independent member of the Board.
If the Board determines to appoint the CEO as Chair, then the independent directors will also appoint an independent Lead Director ~~continues to be~~who will carry out the ~~most appropriate Board leadership structure for the company because it promotes Board effectiveness, provides for continuity of expertise~~duties specified in both business and corporate governance and ensures that the company has a clear public “face”. As described under “Succession Planning” on page 30, to facilitate an orderly transition of duties following Mr. Scharf’s appointment as Chief Executive Officer, Mr. Hassell continued to serve as Chairman of the Board through his retirement, effective December 31, 2017. Mr. Scharf assumed responsibilities as Chairman as of January 1, 2018.our Corporate Governance Guidelines.

~~EFFICIENT AND~~
~~EFFECTIVE ACTION~~

~~A combined Chairman/Chief Executive Officer:~~
~~• Is in the~~~~best position to be aware of major issues~~ ~~facing the company on aday-to-day~~Independent Chair Duties and ~~long-term basis, and to identify and bring key risks and developments facing the company to the Board’s attention (in coordination with the Lead Director as part of the agenda-setting process), and~~
~~• Eliminates the potential for uncertainty as to who leads the company, providing the company with~~~~a single public “face”~~ ~~in dealing with stockholders, employees, regulators, analysts and other constituencies.~~
~~• A substantial majority of our peers also utilize a similar board structure with a combined Chairman and Chief Executive Officer, as well as a lead or presiding independent director.~~Responsibilities

~~STRONG~~
~~COUNTERBALANCES~~

~~As set forth in~~The duties and responsibilities of our ~~Corporate Governance Guidelines, our Lead Director:~~independent Chair are robust and include:

• ~~Reviews~~acting as a liaison between and ~~approves~~~~, in coordination with~~among the ~~Chairman~~other independent directors, the CEO and ~~Chief Executive Officer, agendas for Board meetings, materials, information and meeting schedules,~~management generally;

• ~~Has the authority to add items to the agenda for any~~presiding over Board ~~meeting,~~and stockholder meetings;

• ~~Presides at executive sessions~~the right to call a special meeting of the independent directors ~~which are held at each regular Board and committee meeting,~~or the full Board;

• ~~Serves as anon-exclusive~~~~liaison between the other independent directors~~reviewing and ~~the Chairman/Chief Executive Officer,~~approving Board meeting agendas, materials and schedules;

• ~~Can~~~~call special~~leading executive sessions and meetings of ~~the~~ independent ~~directors~~ ~~in his discretion and chairs any meeting of the Board or stockholders at which the Chairman is absent,~~directors;

• Isbeing available tomeet with major stockholders and regulators ~~under appropriate circumstances,~~ as applicable; and

• ~~Consults~~consulting with the ~~HRC Committee regarding its~~~~consideration of Chief Executive Officer compensation~~,
~~• In conjunction with the chairman~~Chair of the HRC Committee ~~discusses~~on CEO performance, compensation and succession, and reviewing the emergency CEO succession management plan with the ~~Chairman/Chief Executive Officer the Board’s~~~~annual evaluation of his performance as Chief Executive Officer~~,
~~• Consults with the HRC~~CGNSR Committee on ~~Chief Executive Officer succession planning, and~~
• Consults with the Chairman of the CG&N Committee on the Board’s annual performance evaluation. In practice, our Lead Director is a member of the CG&N Committee, which we believe is a governance best practice.
~~In addition, the powers of the Chairman under ourby-laws~~ ~~are limited – other than chairing meetings of the Board and stockholders, the powers conferred on the Chairman (~~~~e.g~~., ability to call special meetings of stockholders or the Board) can also be exercised by the Board or a specified number of directors or, in some cases, the Lead Director, or are administrative in nature (~~e.g~~~~., authority to execute documents on behalf of the company).~~annually.

~~BNY Mellon~~ ~~2018 Proxy Statement~~     21
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
Director Independence
Our Board has determined that 1110 of our 1211 director nominees are independent. Our independent director nominees are ~~Steven D. Black;~~ Linda Z. Cook; Joseph J. Echevarria; ~~Edward P. Garden;~~M. Amy Gilliland; Jeffrey A. Goldstein; ~~John M. Hinshaw; Edmund F. “Ted” Kelly; Jennifer B. Morgan; Mark A. Nordenberg;~~K. Guru Gowrappan; Ralph Izzo; Sandie O’Connor; Elizabeth E. ~~Robinson~~Robinson; Frederick O. Terrell; and ~~Samuel C. Scott III. As our Chief Executive Officer, Charles~~Alfred W. ~~Scharf~~“Al” Zollar. Our President and CEO, Robin Vince, is not independent. The Board has also determined that each of Catherine A. Rein, who did not stand for reelection as a director last year, Mr. Donofrio, who retired effective September 30, 2017, and Mr. Luke, who is not standing for reelection as a director this year, was independent during the period in 2017 in which she or he served as a director. Mr. Hassell, who served as Chairman of the Board until his December 31, 2017 retirement, was not independent due to his role as our Chief Executive Officer through July 17, 2017.
Our Standards of Independence
For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with us. Our Board has established standards (which are ~~also included~~outlined in our Corporate Governance Guidelines) based on ~~the~~ specified categories and types of transactions, which conform to, or in some cases are more exacting than, the independence requirements of the New York Stock Exchange ~~or NYSE.~~(“NYSE”) and the SEC. As part of the oversight of director independence determinations, the CGNSR Committee undertakes an initial review and makes recommendations regarding each director’s independence to the Board based on its application of these standards.
Our Board will also determine that a director is not independent if it finds that the director has material business arrangements with us that would jeopardize that director’s judgment. In making this determination, our Board reviews business arrangements between the company and the director and between the company and any other
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
company for which the director serves as an officer or general partner, or of which the director directly or indirectly owns 10% or more of the equity. Our Board has determined that these arrangements will not be considered material if:

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 event that the arrangements had not been made or were terminated in the normal course of business, it is not reasonably likely that there would be a material adverse effect on the financial~~
~~condition, results of operations or business of the recipient; 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.~~System (“Regulation O”).
Our Board may also consider other factors as it may deem necessary to arrive at sound determinations as to the independence of each director, and such factors may override the conclusion of independence ornon-independence that would be reached ~~simply~~ by reference to the factors listed above.
In determining that ~~Mr. Black and~~ each of the directors who served on our Board in 2022, other than ~~Messrs. Hassell~~Mr. Gibbons (who served on the Board through August 31, 2022) and ~~Scharf,~~Mr. Vince, is independent, our Board reviewed ~~these~~the standards described above, the corporate governance rules of the NYSE and the SEC, and the individual circumstances of each director.
The following categories or types of transactions, relationships and arrangements were considered by the Board in determining that a director is independent. None of these transactions, relationships ~~and~~or arrangements rose to the level that would require disclosure under our related party transactions policy, which is described in more detail on page ~~85,~~31. In addition, in each case, the amounts involved were below the thresholds of the corporate governance rules of the NYSE and the SEC and our Corporate Governance Guidelines, including that none of the transactions described below were in an amount that exceeded the greater of $1 million or 2% of ~~the~~such other entity’s consolidated gross revenues ~~which is one of our standards~~ for ~~director independence:~~its last reported fiscal year:

•
Purchases of goods or services in the ordinary course of ~~business~~.business. The company and its subsidiaries purchased goods and services during the last three years from ~~the following organizations during a period in 2017 when one of our current independent directors~~an entity for which Mr. Zollar served as an executive ~~officer of,~~ or was otherwise ~~employed by, such organization: SAP SE (Ms. Morgan) and the University of Pittsburgh (Mr. Nordenberg).~~employed. All of these purchases were made in the ordinary course of business. ~~These~~For each of the last three years, these purchases, ~~when aggregated by seller, did not exceed 0.003%~~in the aggregate, fell substantially below the 2% threshold of the seller’s annual revenue ~~for its last reported fiscal year~~ or ~~0.006%~~ of our annual revenue for ~~2017.~~2022.

•
Sales of goods or services in the ordinary course of ~~business~~.business. The company and its subsidiaries provided various financial services — during the last three years—including ~~asset management services,~~ asset servicing, global markets services, clearing services, issuer services, treasury services, ~~liquidity investment services~~ or credit ~~services —~~ services—to ~~the following organizations during a period in 2017 when one~~certain entities for which each of ~~our current independent~~
22     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
~~directors~~Ms. Cook, Ms. Gilliland, Mr. Goldstein, Mr. Izzo, or Mr. Terrell served as an executive officer ~~of,~~ or was otherwise employed by, such organization: EIG Global Energy Partners (Ms. Cook); Trian Fund Management, L.P. (Mr. Garden); Hellman & Friedman LLC (Mr. Goldstein); SAP SE (Ms. Morgan) and the University of Pittsburgh (Mr. Nordenberg).for a period in 2022. All of the services were provided in the ordinary course of our business and at prevailing customer rates and terms. ~~The~~For each of the last three years, the amount of fees paid to us by each purchaser ~~was less than 0.2%~~in each case fell substantially below the 2% threshold of the purchaser’s annual revenue for its last reported fiscal year and ~~less than 0.012%~~ of our annual revenue for ~~2017.~~2022.

•
Customer ~~relationships~~.~~We and~~relationships.Neither we nor our subsidiaries ~~provide~~provided any ordinary course services, ~~including~~such as asset management services or banking services, ~~broker services and credit services,~~ to ~~Mr. Luke, Mr. Nordenberg and Ms. Rein,~~any independent director in ~~each case on terms substantially similar to those offered to other customers in similar circumstances.~~
• ~~Charitable contributions~~~~. We made (directly, through our subsidiaries or by the BNY Mellon Foundation or the BNY Mellon Foundation of Southwestern Pennsylvania) charitable contributions tonot-for-profit,~~ ~~charitable ortax-exempt~~ ~~organizations for which one of our current or former independent directors served as a director, executive officer or trustee during 2017,~~
namely Messrs. Donofrio, Kelly, Nordenberg and Scott. In 2017, charitable contributions to these organizations totaled approximately $425,000 in the aggregate, and none of these organizations received a contribution greater than $185,000.2022.

• 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 2022. In 2022, 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~~.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 ~~companies~~certain entities for which ~~one~~each of ~~our independent directors~~Ms. Cook, Ms. Gilliland, Mr. Izzo and Mr. Zollar, respectively, served as an executive ~~officer~~or was otherwise employed during a period in ~~2017, namely SAP SE (Ms. Morgan).~~2022. As of December 31, ~~2017,~~2022, we, our subsidiaries or funds advised by our subsidiaries, in the aggregate, owned or had the power to vote ~~0.023%~~no more than approximately 1% of the outstanding shares of ~~SAP SE.~~any such entity.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Our Board, on the basis of the analysis and recommendations conducted by the CGNSR Committee, determined that none of the transactions, relationships ~~and~~or arrangements described above constituted a material relationship between the respective director and our company or its subsidiaries for the purpose of the corporate governance rules of the NYSE and SEC and our Corporate Governance Guidelines. As such, our Board determined that these transactions, relationships and arrangements did not affect the independence of such director and did not impair ~~such director’s~~his or her ability to act in the ~~stockholders’~~ best ~~interests.~~interests of the company and our stockholders.
Business Relationships and Related Party Transactions Policy
The Board has adopted a policy on related party transactions (our “related party transactions policy”), which was reviewed by the CGNSR Committee. Our related party transactions policy was most recently reviewed and amended by the Board in 2021. The policy provides that the CGNSR Committee, or another Board committee consisting solely of independent directors, must approve any transaction(s) in which (i) the company or any of its subsidiaries was, is or will be a participant, (ii) the amount involved exceeds $120,000 or the company’s Legal Department otherwise considers it appropriate to bring the transaction to the designated committee for review and (iii) any “related person” had, has or will have a direct or indirect material interest. A “related person” includes directors, nominees for director, executive officers, members of such persons’ immediate families, and greater than 5% beneficial owners (including BlackRock, Inc., Dodge & Cox, and The Vanguard Group, each of which is a beneficial owner of more than 5% of our outstanding common stock based on a review of such holder’s Schedule 13G filings). Consistent with SEC rules, our related party transactions policy provides that certain transactions, including employment relationships and ordinary course non-preferential transactions, entered into with a related person are not considered to be related party transactions and are not required to be disclosed or approved by the CGNSR Committee. In 2022, there were no related party transactions that required CGNSR Committee approval or disclosure in this proxy statement.
Our related party transactions policy provides that the CGNSR Committee may recommend to our Board from time to time the adoption of resolutions pre-approving certain types or categories of transactions that the CGNSR Committee determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. While no related party transactions in 2022 required CGNSR Committee approval or proxy statement disclosure, the Board has adopted a resolution on recommendation from the CGNSR Committee pre-approving transactions that involve the sale or other provision of products and services (not subject to Regulation O or other specific regulatory requirements) by our company or its subsidiaries to directors and members of their immediate families, director-related companies, executive officers and members of their immediate families and beneficial owners of more than 5% of our common stock in the ordinary course and on terms generally offered in transactions with non-related persons. Transactions subject to Regulation O or other specific regulatory requirements are approved as required pursuant to such regulations.
In the ordinary course of business, we periodically have, and expect to continue to have, banking and other transactions, including asset management services, banking services, broker services and credit services, with related persons. Any loans to related persons, and any transactions involving financial products and services provided by the company to such persons and entities, are made in the ordinary course of business and on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the company, and do not involve more than the normal risk of collectability or present other unfavorable features.
Under the related party transactions policy, in making its determination to approve a related party transaction, the CGNSR Committee may take into consideration all relevant facts and circumstances available to it, including but not limited to:
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

BNY Mellon  Ø   2023 Proxy Statement     31
~~BNY Mellon~~
~~2018 Proxy Statement~~     23
ITEM 1. ELECTION OF DIRECTORS   >  Corporate Governance and Board Information
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.
The CGNSR Committee also may consider the impact on a director’s independence in the event the related person is a director or an immediate family member of a director.
Under the related party transactions policy, no member of the CGNSR Committee may participate in the review, consideration, approval or ratification of any related party transaction with respect to which such member or any of his or her immediate family members is the related person. The CGNSR Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the CGNSR Committee determines in good faith.
If a related party transaction is identified after it is already ongoing or completed, the policy requires that such transaction must be submitted to the CGNSR Committee promptly for ratification, applying the standards described above. In this circumstance, the CGNSR Committee will evaluate all options available, including ratification, amendment, termination or rescission of the transaction.
Our related party transactions policy does not limit or affect the application of our other policies applicable to our directors, executive officers and other related persons, including our Employee Code of Conduct and Directors’ Code of Conduct.
Oversight of Environmental, Social and Governance Matters
The Board’s oversight of ESG matters, and the integration of ESG into our business, operations and strategy more generally, is an integral part of our overall governance efforts. Our governance mechanisms, as applied to the Future First ESG framework, balance the interests of our varied stakeholders and help to inform our policies, practices, reporting and disclosure.
Our Future First ESG framework, introduced in 2021, guides our own enterprise practices and conduct, underpins ESG and Responsible Investment Client Solutions, and establishes a platform from which we approach ESG. The framework represents a twofold approach: Enterprise ESG applies an ESG lens across our company, while ESG and Responsible Investment Client Solutions convenes internal subject matter experts to foster the creation and delivery of products and services that can help our clients progress and meet their own ESG-related objectives.
LOGO
Enterprise ESG
Enterprise ESG supports our culture, informs our responsible business practices and inspires our global citizenship.
The company’s Enterprise ESG function is composed of four main focus areas: strategy setting, reporting, disclosures, and stakeholder engagement. Each of these focus areas relies on strong cross-functional collaboration across the enterprise and integration of ESG factors across lines of business and functions.
32     BNY Mellon  Ø   2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information

~~Oversight~~As highlighted below under “Enterprise ESG Governance” on page 33, our Executive Committee, the Board and its relevant committees are involved in the oversight of ~~Risk~~ESG matters across our enterprise and in reviewing progress against our commitments. Our directors bring a diverse set of skills, experience and expertise on a variety of ESG matters and on ESG governance generally, and provide guidance and challenge to management with respect to our ESG strategy and business practices.
~~Successful management~~Our annual Enterprise ESG Report, informed by the GRI (Global Reporting Initiative) Standards and the TCFD framework, outlines the company’s progress on our five-year goals, key performance indicators, and targets, and highlights initiatives from the previous year.
Our Enterprise ESG Report, which we have issued for 16 consecutive years, discusses the impact of our business, strategy and operations and enterprise-wide practices across three areas:
Culture and Purpose
Our purpose is guided by our core values of passion for excellence, integrity, strength in diversity and courage to lead. Together, our purpose and values drive our culture, which is built on our commitment to DEI, leadership and development, employee engagement and wellbeing, and corporate giving and community investment.
Responsible Business
We believe responsible business is simply good business. As a major global financial institution, we have a significant role in contributing to market integrity. Of utmost importance to us are (i) the trust of our clients, (ii) transparency and technological resiliency of our business, and (iii) providing ESG and Responsible Investment solutions to the global investing community.
Global Citizenship
We are committed to operating responsibly and sustainably, and are examining the impact of climate change on our business and the impact of our business on the planet. Consideration of human rights and environmental sustainability is integrated into our business, strategic and operational activities and initiatives. As an important component of our approach to doing business, our efforts extend to our supply chain as we seek suppliers whose corporate values and sustainable business practices align with ours. Additionally, as part of our regular outreach, we engage stakeholders on public policy initiatives important to our company ~~requires understanding, identification~~and the financial industry.
Enterprise ESG Governance
The work of considering and integrating ESG issues across all levels of our enterprise extends from the highest level of leadership to employees across the globe. The company’s Enterprise ESG governance structure includes the various groups that support our approach to ESG.
Throughout 2022, the Board held sessions with members of senior management and outside experts to discuss the Enterprise ESG strategy, particularly as it relates to climate change strategy, in the context of broader legislative, regulatory and market developments. The CGNSR Committee monitors a broad range of activities related to ESG, including climate change and environmental sustainability matters. Senior management meets with the CGNSR Committee periodically, as well as the Board when appropriate, to present updates regarding environmental sustainability management, with a focus on environmental and climate-related goal setting, progress, and strategy regarding our operational footprint, and may also provide other important information such as stakeholder input and peer comparison. These sessions provide the CGNSR Committee and the Board with the opportunity to discuss with management progress on our goals, forward-looking goal setting, our overall ESG and environmental sustainability strategies and public reporting initiatives with respect to such matters.
As part of its oversight responsibility, the CGNSR Committee engages with management on our public reporting initiatives with respect to these ESG matters. In the summer of 2023, we plan to publish our 16th annual report covering our ESG framework and our performance on a range of ESG topics. Previous reports can be found on our website. See “Helpful Resources” on page 113.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
The Executive Committee is responsible for ESG progress and success, monitors progress on goals, anticipates market trends and future client needs, keeps the Board and the CGNSR Committee informed and engaged on pertinent ESG-related matters, and drives business innovation. The Business Management and Client Council (BMCC) is a formal subset of Executive Committee members with explicit remit to review ESG-related items, and the ESG Advisory Council is composed of senior employees and serves as a direct line of communication to the BMCC.
The Enterprise ESG team leads strategy development and governance processes, provides subject matter expertise, collaborates with company functions and departments to assist in the development of ESG integration initiatives, manages public reporting and disclosures related to ESG activities, supports internal teams communicating our ESG story, facilitates external stakeholder input, coordinates with the Executive Committee and senior leadership to assist in their reporting to the Board and the CGNSR Committee, and collaborates with experts and facilitates thought leadership.
ESG and Responsible Investment Client Solutions
By embedding ESG principles across the investment value chain, we empower clients with multifaceted solutions in three areas to support ESG integration:
Responsible Investment. BNY Mellon offers a range of responsible investment options and advice for professional and personal investors to help them achieve their investment goals.
Data and Analytics. Our breakthrough tools and analytics capabilities power investment processes and portfolio reviews for asset owners and asset managers—with compliance-monitoring capabilities and an app designed to provide a clear path to responsible investing.
Financing and Payments. We offer an end-to-end suite of ESG financing and payments solutions through our global market infrastructure, issuer and treasury services.
Spotlight on Climate
In 2019, we signed on to support the TCFD recommendations, and in early 2021 we published our first stand-alone climate-related report, Considering Climate at BNY Mellon. The following year, reflecting our integrated approach to the TCFD recommendations, we began to incorporate our TCFD reporting into our Enterprise ESG Report. Across our business, we maintain numerous affiliations with industry and thought leadership initiatives to support corporate considerations of climate change and climate risk. We utilize the TCFD recommendations to inform our climate-related disclosure to provide investors, lenders, insurers and other stakeholders the necessary information on our approach to considering climate-related risks and opportunities. In addition, we have developed an enterprise-wide climate change strategy that integrates climate consideration as a business strategy and culture builder, incorporates climate-related risk across all enterprise risk management categories, and prioritizes external climate leadership through thought leadership, digital enablement, and stakeholder engagement.
As part of our Enterprise ESG sustainability goals, we have set GHG reduction targets in line with the Science Based Targets Initiative (SBTI) methodology, with a key performance indicator to reduce GHG emissions for Scope 1 and 2 by 20% by 2025 from a 2018 base year. To help reduce GHG emissions, we have taken and continue to take specific actions, including overhauling cooling systems at our data centers, developing solar photovoltaic installations at key sites, and earning green certifications (such as LEED) in new buildings. We have achieved meaningful progress towards our targets: by the end of 2021, we achieved a 36% cumulative reduction since 2018 in GHG emissions for Scopes 1 and 2.
In addition to GHG emission reductions targets, we have evaluated, developed and implemented other initiatives to mitigate against climate change. We have set targets in the categories of waste, paper and water, all of which are designed to address our impact on and management of ~~risk.~~natural resources. We ~~oversee~~currently operate as a carbon neutral company (and have done so for seven consecutive years), managing and reporting on Scope 1, 2 and 3 (for business travel) carbon emissions. We have also achieved paper neutrality globally, following four years of paper neutrality in the U.S. and India. In 2021, we conducted a comprehensive climate risk ~~through multiple lines~~analysis of ~~defense.~~our operational real estate portfolio, and in that year we sourced 99% of electricity used to power all global locations, including data centers, from renewable sources.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
In recognition of our accomplishments and focus on climate-related initiatives and commitments, in 2022 we achieved an A- grade on CDP Climate Change, and were previously recognized as a member of CDP’s Climate Change “A” List for the nine consecutive years ending in 2021. The CDP’s rigorous, independent evaluation of our environmental footprint and general climate performance is a testament to our efforts to prioritize climate-related initiatives across the enterprise. In addition, in 2022, BNY Mellon was named to the Dow Jones Sustainability North America Index for the ninth consecutive year.
Climate-related highlights from 2022 will be included in the company’s 2022 Enterprise ESG Report, which we expect to be published in the summer of 2023.
Spotlight on Diversity, Equity and Inclusion
DEI is an integral part of who we are as a company, what our people experience as members of our global team, and how we serve all of our stakeholders. Our four-pillar DEI strategy 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 in order to produce better ideas and business outcomes. We deliver programs, adjust our practices and create policies that embed DEI in our operating and governance models and throughout the talent life cycle, including recruiting, development and promotion.
Our governance framework supports this mission by balancing appropriate levels of accountability with the Board and among senior management with adequate representation and input from our employees across the globe.

Entity

Primary Responsibilities for ~~Risk Management~~DEI Efforts

HRC Committee of
the Board
• Consists of independent directors.
• Oversees our programs for DEI.
Executive Committee
• Sets goals to improve workforce diversity, with particular emphasis on diversifying our senior management ranks. Executive Committee member bonuses and incentives are informed by performance against goals that include specific DEI goals. Executive ownership and accountability of DEI outcomes sustains the company’s focus on gender equality and improving ethnic and racial representation in our U.S. workforce.
Global DEI Team
• Global DEI Team: Our Office of Global DEI has appointed a global head and regional leads in the Americas. These dedicated experts partner with our business leaders and employees, and engage stakeholders—including clients, investors and regulators—to drive our DEI strategy and accelerate DEI progress within financial services and across industries.
Employee/Business
Resource Groups
(E/BRGs)
• Our E/BRG members drive our DEI strategy across business lines and regions, engaging employees globally as DEI champions and brand ambassadors. These groups provide our employees with opportunities to share, collaborate and support one another through shared interests, common attributes and cultural heritage. They offer mentoring and reverse mentoring programs; professional development workshops; leadership skill-building and cross-border teaming; volunteering and pro bono opportunities; and other activities that can raise an employee’s visibility, enhance professional capability and capacity, and build trusted working relationships with global colleagues, clients and partners.
Our Global Head of DEI engages with the Executive Committee as well as the Board on DEI goals, progress, and challenges. Executive Committee members’ variable compensation is informed by performance against these goals. The HRC Committee regularly engages with management on DEI matters. In 2022, the HRC Committee discussed with management our overall DEI strategy and initiatives, including updates on trends relating to employee diversity, continuous monitoring of our culture of inclusion, and goals and initiatives for advancing diverse representation, particularly in more senior roles across the organization.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Building on efforts in previous years, in 2022 our senior leadership has strengthened our company’s commitment to DEI, and to addressing social inequities and systemic racial disparities. Our 2022 DEI achievements included:
•
Workforce Diversity. Increased representation of women among senior leaders globally and increased ethnic/racial representation in our U.S. workforce among new hires, early career talent and mid-level, senior and executive leaders compared to 2021.
•
Disability Inclusion. Achieved 100% on the Disability Equality Index and named a Best Place to Work for Disability Inclusion.
•
Inclusive Workplace. Recognized by Fortune as one of The World’s Most Admired Companies 2022, achieved 100% on the Human Rights Campaign Foundation’s Corporate Equality Index, named a Best Place to Work for LGBTQ+ Equality and included in the Bloomberg Gender Equality Index.
•
Commitment to Addressing Inequity. Our Legal Department spearheads a robust Pro Bono program with a special focus on racial injustice and social inequity, and partners with E/BRGs to expand appropriate volunteer opportunities to the broader employee community.
Spotlight on Employee Wellbeing
In 2022, Wellbeing achieved several milestones which signify our ongoing mission to support employees in their life moments.
•
As part of our culture of belonging and creating an inclusive workplace, we are fostering a psychologically safe environment by delivering mandatory manager mental health training and expanding the Mental Health First Aid Champions program across regions.
•
We are promoting an environment of personal wellbeing by engaging on average 70% of users each monthin our personal resilience platform.
•
We continue to develop and revise benefit offerings for “meet you in your life moments” by announcing global 16 weeks of fully paid New Parent Leave (and longer if local law or policy is more generous) to help new parents, regardless of gender and circumstances, including adoption, foster and surrogacy, navigate returning to work and balance the demands of family and career, as well as 10 days of Bereavement Leave.
•
We are creating a culture of appreciation with our employee recognition program, with nearly 92,000 awards for service, performance and wellbeinggiven to employees for demonstrating our company’s values and behaviors.
For additional information on the oversight responsibilities of the standing committees of the Board, including the CGNSR Committee and the HRC Committee, see “Committees and Committee Charters” on page 39. For information on our ESG-related policies and related resources, see “Helpful Resources” on page 113.
36     BNY Mellon  Ø   2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Oversight of Risk
Effective risk management is core to the company’s strategy, business and operations. We maintain a comprehensive risk management framework that is designed to make intelligent risk-based decisions to support our responsible growth by appropriately identifying, measuring and mitigating material risks. Risks are managed through multiple lines of defense, as described in the table below. Our primary risk exposures as well as our risk management framework and methodologies are discussed in further detail on pages 49 through 55 in our 2022 Annual Report. In addition, refer to “How We Address Risk and Control” on page 71 below for a discussion of risk assessment as it relates the role of the HRC Committee in relation to our compensation program. Additional details regarding the standing committees of the Board, including the Risk Committee and the Audit Committee, can be found in “Committees and Committee Charters” on page 39 below.
Entity
Primary Responsibilities for Risk ~~Committee,~~
Management
~~consisting~~
Risk Committee
of the Board,
comprised entirely of
independent directors

• Review and approval of ~~the~~significant enterprise-wide risk management ~~practices~~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 ~~financial and other~~ risk exposures and the steps management has taken to identify, measure, monitor, control and report such ~~exposures.~~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, and approval of Board level limits or exceptions.~~tolerance.

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

• Review, with respect to risk management and compliance, of (1) ~~reports and significant findings of~~issues identified by the company’s Risk ~~Management~~ and Compliance department ~~(the “Risk department”)~~ and the Internal Audit department (“Internal Audit”), ~~(2) significant reports from regulatory agencies~~ and management’s responses and ~~(3)~~follow-ups, (2) 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
  ~~consisting~~of the Board,
comprised entirely of
independent directors

• Review and discussion of policies with respect to risk assessment and risk management.

• 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.

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

• Review of ~~the Risk Committee’s semi-annual~~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.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Entity
Primary Responsibilities for Risk Management

Management
• Chief Risk Officer: 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 ~~Management~~and Control Committee: ~~Provide a~~Review significant risk events, emerging risks and drivers of risk. Serve as the most senior ~~focal point within~~management-level risk governance body at the company, ~~to monitor, evaluate~~ and ~~recommend comprehensive policies~~review on an ongoing basis the top risks. Provide oversight for all risk management, compliance and ~~solutions to deal with all aspects of~~ethics activities and processes, including the risk ~~and to assess the adequacy of any risk remediation plans in our company’s businesses.~~
framework.
24     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
~~We also encourage robust interactions among the different parties responsible for our risk management. Since the financial crisis emerged in September 2008, the~~Our Chief Risk ~~and Audit Committees of our Board have held joint sessions at the beginning of each of their regular meetings~~Officer reports to ~~hear reports and discuss key risks affecting our company and our management of these risks.~~
~~All independent directors are typically present during joint sessions, because all independent directors are currently members of either our Risk or Audit Committee. In addition,~~ the Risk Committee, ~~reviews~~which is responsible for approving the ~~appointment, performance and replacement of our~~ Chief Risk ~~Officer,~~Officer’s appointment and annually reviewing his or her performance. The Risk Committee also reviews the Senior Risk ~~Management~~and Control Committee’s activities, and any significant changes in its key responsibilities must be reported to the Risk Committee. Our company has also formed several risk managementsub-committees to identify, assess and manage risks. Each risk managementsub-committee reports its activities to the Senior Risk ~~Management~~and Control Committee and any significant changes in the key responsibilities of anysub-committee, or a change in ~~chairmanship~~the Chair of anysub-committee, must be approved
by our Chief Risk Officer and subsequently reported to the Senior Risk ~~Management~~and Control Committee.
Our company also has a comprehensive internal risk framework, which facilitates risk oversight by our Risk Committee. Our risk management framework is designed to:

provide that risks are identified, monitored, reported, and priced properly;

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 ~~management~~ 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.
Our primary risk exposures as well as our risk management framework and methodologies are discussed in further detail on pages 65 through 70 in our 2017 Annual Report. See “How We Address Risk and Control” on page 57 below for a discussion of risk assessment as it relates to our compensation program.
Board Meetings and Committee Information
Board Meetings
Our Corporate Governance Guidelines provide that our directors are expected to attend our Annual Meeting of ~~stockholders~~Stockholders and all regular and special meetings of our Board and committees on which they sit. All of our directors, ~~then in office~~except for Linda Z. Cook, attended our ~~2017~~2022 Annual Meeting of ~~stockholders.~~Stockholders in-person. Due to extenuating circumstances, Ms. Cook attended the meeting via remote communication.
In the context of a challenging and volatile environment, our Board led and oversaw the execution of a thorough CEO succession plan. Throughout the year, senior leadership maintained regular dialogue regarding a variety of topics, including organization strategy and business performance. In addition to the regular meeting schedule, the Board convened several special meetings to discuss, among other matters, senior leadership succession planning and capital planning matters. Our Board held 1516 meetings in ~~2017.~~ 2022.
Each incumbent director attended at least 75% of the aggregate number of meetings of our Board and of the committees on which he or she ~~sat,~~served, and the average attendance rate for incumbent directors in 2022 was ~~97%~~approximately 99%.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Committees and Committee Charters
Our Board has established ~~several~~six standing committees, ~~and~~ each consisting entirely of independent directors. A description of each standing committee is provided below. Each committee makes recommendations to our Board as appropriate and reports periodically to the entire Board. ~~Our~~Four of the six standing committees are chaired by a diverse director. Through the course of 2022, the CGNSR Committee regularly reviewed the composition and structure of the Board’s standing committees and the tenure of the committee chairs, with an emphasis on refreshment and succession planning, including in connection with planning for the retirement of Mr. Kelly and Mr. Scott in accordance with our Corporate Governance Guidelines. On the basis of this review, the CGNSR Committee recommended, and the Board approved, that Ms. O’Connor join the Risk Committee and Technology Committee in February 2022. The CGNSR Committee also recommended additional committee appointments for Ms. Gilliland (to the Technology Committee) and Mr. Izzo (to the HRC Committee), which were approved by the Board in August 2022.
Additional information about the standing committees can be found in their charters, which are available on our website (see “Helpful Resources” on page ~~88)~~113).
~~BNY Mellon~~ ~~2018 Proxy Statement~~     25
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~

Audit

Committee

5 Independent Members
1311 Meetings in ~~2017~~2022


Frederick O. Terrell (Chair), Linda Z. Cook, Joseph J. Echevarria, ~~(Chair), John A. Luke, Jr., Jennifer B. Morgan,~~
~~Mark A. Nordenberg, Samuel C. Scott III~~M. Amy Gilliland, Ralph Izzo

Overseeing Independent Registered Public ~~Accountant.~~Accountant. Our Audit Committee has direct responsibility for the appointment, compensation, annual evaluation, retention and oversight of the work of the registered independent public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. The Committee is responsible for thepre-approval of all audit and permittednon-audit services performed by our independent registered public accountants and each year, the Committee recommends that our Board request stockholder ratification of the appointment of the independent registered public accountants.

Overseeing Internal Audit ~~Function.~~Function. The Committee acts on behalf of our Board in monitoring and overseeing the performance of our internal audit function. The Committee reviews the organizational structure, qualifications, independence and performance of Internal Audit and the scope of its planned activities, at least annually. The Committee also approves the appointment of our internal Chief Auditor, who functionally reports directly to the Committee and administratively reports to the CEO, and annually reviews his or her performance and, as appropriate, replaces the Chief Auditor.

Overseeing Internal Controls over Financial Statements and ~~Reports.~~Reports. The Committee oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies. Quarterly, the Committee reviews a report from the company’s Disclosure Committee and reports concerning the status of our annual review of internal control over financial reporting, including (1) information about (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and (2) management’s responses to any such circumstance. The Committee also oversees our management’s work in preparing our financial statements, which will be audited by our independent registered public accountants.

Financial Planning and Analysis. The Committee reviews: (1) financial forecasts, operating budgets, capital expenditures and expense management programs, and progress relative to targets and relative to competitors; and (2) plans with regard to net interest revenue, investment portfolio activities and progress relative to such plans and activities.
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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Members and Financial ~~Expert.~~Expert. The Committee consists entirely of directors who meet the independence requirements of listing standards of the NYSE, Rule10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”). All members are financially literate ~~have accounting or related financial management expertise~~ within the meaning of the NYSE listing standards as interpreted by our Board and are outside directors, independent of management, and are not large customers of the company, under the FDIC’s rules and regulations. Our Board has determined that (i) each of ~~Mr.~~Ms. Gilliland and Messrs. Echevarria, Izzo and ~~Mr. Scott satisfies~~Terrell satisfy the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, based upon their experience actively supervising a principal accounting or financial officer or public accountant, (ii) each of Messrs. Echevarria, Izzo and Terrell has “banking ~~and~~or financial management expertise” as set out in the FDIC’s rules and ~~regulations.~~regulations, and (iii) each of Mses. Cook and Gilliland and Messrs. Echevarria, Izzo and Terrell has accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board.
26        ~~BNY Mellon~~      ~~2018 Proxy Statement~~
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
Corporate
Governance,
Nominating and ~~Nominating~~ Social Responsibility
Committee

3 Independent Members
65 Meetings in ~~2017~~
2022


~~Mark A. Nordenberg~~Ralph Izzo (Chair), Linda Z. Cook, Joseph J. Echevarria ~~Edward P. Garden, John A. Luke, Jr.~~

Corporate Governance Matters. As further described on page ~~16, our CG&N~~23, the CGNSR Committee assists our Board ~~of Directors~~ in identifying, reviewing and ~~identifying~~recommending individuals qualified to become Board members. The Committee periodically considers the size of our Board and recommends changes to the size as warranted and is also responsible for developing and recommending to our Board changes to our Corporate Governance Guidelines ~~and proposing changes to these guidelines~~ from time to time as may be appropriate. In addition, the Committee oversees ~~evaluations~~the evaluation process of our Board and its committees, reviews the structure and responsibilities of the Board’s committees and annually considers committee assignments, recommending changes to those assignments as necessary.

Oversight of Director Compensation and Benefits. The Committee reviewsnon-employee director compensation ~~and benefits~~ on an annual basis and makes recommendations to our Board on appropriate compensation, and is responsible for approving compensation arrangements fornon-employee members of the Boards of our significant subsidiaries.

~~Following our Annual Meeting, the Committee will assume the responsibilities currently overseen by our~~ESG and Corporate Social Responsibility. The Committee ~~and will be renamed the Corporate Governance, Nominating and Social Responsibility Committee, reflecting our continued commitment to the principles of corporate social responsibility.~~
~~Corporate Social Responsibility Committee~~
~~Independent~~
~~4 Meetings in 2017~~
~~Samuel C. Scott III (Chair), John A. Luke, Jr., Mark A. Nordenberg, Elizabeth E. Robinson~~
~~Our Corporate Social Responsibility Committee’s purpose is to promote~~promotes a culture that emphasizes and sets high standards for corporate citizenship and ~~to review~~reviews corporate performance against those standards. The Committee is responsible for ~~providing~~the oversight of the company’s ~~programs regarding~~significant ESG program and initiatives, including Enterprise ESG strategy and governance, review and oversight of the annual Enterprise ESG Report, strategic philanthropy and employee community involvement, public policy and advocacy ~~including~~(including lobbying and political ~~contributions,~~contributions), environmental sustainability and management, ~~corporate social responsibility of suppliers, corporate social responsibility governance~~supply chain ESG considerations, and significant reporting ~~and human rights.~~related to such matters. The Committee also provides oversight for the company’s compliance with the Community Reinvestment Act and Fair Lending laws and considers the impact of the company’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of stockholders, clients, suppliers, employees, communities and regulators.

Following our Annual Meeting, the Committee will be dissolved, and its responsibilities assumed by the CG&N Committee (to be renamed the Corporate Governance, Nominating and Social Responsibility Committee, reflecting our continued commitment to the principles of corporate social responsibility). For additional information regarding the company’s commitment to ESG and corporate social responsibility and ~~the Committee’s~~ recent initiatives, see “Oversight of Environmental, Social and Governance Matters” on page 32 and “Helpful Resources” on page ~~88.~~113.

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ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
Finance

Committee

3 Independent Members
78 Meetings in ~~2017~~
2022


Joseph J. Echevarria (Chair), Jeffrey A. Goldstein, ~~(Chair), Joseph J. Echevarria, Edward P. Garden,~~ Elizabeth E. Robinson

The Finance Committee assists the Board in fulfilling its responsibilities with respect to the monitoring and oversight of the company’s financial resources and strategies. The Committee’s responsibilities and duties include reviewing: (1) financial forecasts, operating budgets, capital expenditures and expense management programs and progress relative to targets and relative to competitors; (2) plans with regard to net interest revenue, investment portfolio activities and progress relative to such plans and activities; (3)reviewing the company’s capital structure, annual capital plan, capital raising and capital ~~distributions;~~distributions as well as the financial aspects of our recovery and ~~(4) any initiatives, including investments, mergers, acquisitions,~~resolution plans. In addition, the Committee is responsible for approving and ~~dispositions, that exceed the thresholds in~~recommending to our ~~Corporate Governance Guidelines and, as necessary, making recommendations~~Board our annual capital plan submission to the ~~Board regarding those initiatives.~~applicable regulators as well as our capital management policy.
~~BNY Mellon~~       ~~2018 Proxy Statement~~     27
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
Human

Resources and

Compensation

Committee

5 Independent
10 Members
7 Meetings in ~~2017~~2022

~~Edward P. Garden~~Linda Z. Cook (Chair), M. Amy Gilliland, Jeffrey A. Goldstein, ~~Edmund F. “Ted” Kelly,~~
~~Samuel C. Scott III~~Ralph Izzo, Frederick O. Terrell

Compensation and ~~Benefits.~~Benefits. The HRC Committee is generally responsible for overseeing our employee compensation and benefit policies and programs, our management development and succession programs, the development and oversight of a succession plan for the CEO position and our ~~diversity and inclusion~~DEI 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 entire Board. The Committee also oversees certain retirement plans that we sponsor to ensure that: (1) they provide an appropriate level of benefits in a cost-effective manner to meet our needs and objectives in sponsoring such plans; (2) they are properly and efficiently administered in accordance with their terms to avoid unnecessary costs and minimize any potential liabilities to us; (3) our responsibilities as plan sponsor are satisfied; and (4) financial and other information with respect to such plans is properly recorded and reported in accordance with applicable legal requirements.sponsor.

CEO ~~Compensation.~~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 ~~the Committee’s~~its decisions.

Executive Compensation. The Committee establishes the compensation of executive officers, oversees executive compensation and reviews the appointment, promotion, performance and potential of senior managers of the company.
Delegated ~~Authority.~~Authority. The Committee has delegated to our CEO the responsibility for ~~determining~~granting equity awards to certain employees, other than to himself or to our executive committee members, who are eligible to receive grants under our 2019 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: (1) total aggregate shares represented by plan awards in any calendar year (1,100,000), (2)~~including the aggregate shares represented by plan awards that may be granted to any one individual in any calendar year ~~(100,000), and (3)~~(100,000, to any one individual, with a~~sub-limit~~ maximum of 1,000,000 aggregate shares represented by ~~full value~~plan awards ~~that may be granted~~for off-cycle awards in any calendar ~~year (550,000)~~year). The Committee has also delegated authority to our Global Head of Human Resources to make off-cycle grants to certain employees other than herself and executive committee members with a value of less than $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.
BNY Mellon  Ø   2023 Proxy Statement     41
ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information

Management ~~Involvement.~~Involvement. Our management provides information and recommendations for the Committee’s decision-making process ~~in connection with~~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 ~~and~~& Analysis” starting on page 3549 discusses the role of our CEO in determining or recommending the amount and form of executive compensation. In addition, we address the ~~role~~respective roles of our management, ~~and~~ its ~~independent compensation consultants~~advisors and ~~the role of~~ the Committee’s independent outside compensation advisor in determining and recommending executive compensation on page ~~29.~~66.
28        ~~BNY Mellon~~      ~~2018 Proxy Statement~~
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
Risk Committee

5 Independent
Members
5 Meetings in ~~2017~~2022

~~Edmund F. “Ted” Kelly (Chair), Linda Z. Cook, Edward P. Garden,~~
Jeffrey A. Goldstein ~~John M. Hinshaw,~~(Chair), K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson, Alfred W. “Al” Zollar

See “Oversight of Risk” on page 2437 above for a discussion of the Risk Committee’s duties and responsibilities, which include: (1) review and approval of significant enterprise-wide risk management ~~practices;~~policies and associated risk management frameworks; (2) review and approval of the company’s risk appetite statement; (3) review of significant ~~financial and other~~ risk exposures; (4) evaluation of risk exposure and tolerance; (5) review and evaluation of the company’s ~~policies and~~ 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. ~~Kelly~~Goldstein satisfies the independence requirements to serve as ~~Chairman~~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 ~~a multi-line insurance company.~~financial institutions.

Technology
Committee

5 Independent
Members
5 Meetings in ~~2017~~2022

~~John~~Alfred W. “Al” Zollar (Chair), M. ~~Hinshaw (Chair), Jennifer B. Morgan, Mark A. Nordenberg~~Amy Gilliland, K. Guru Gowrappan, Sandie O’Connor, Elizabeth E. Robinson

Technology Planning and ~~Strategy.~~Strategy. The Technology Committee is responsible for reviewing and approving the company’s technology planning and strategy, reviewing significant technology investments and expenditures, and monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends. The Committee receives reports from management concerning the company’s technology and approves related policies or recommends such policies to the Board for approval, as appropriate. The Committee also ~~oversees~~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.
42     BNY Mellon  Ø   2023 Proxy Statement

ITEM 1. ELECTION OF DIRECTORS     >  Corporate Governance and Board Information
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 ~~has~~ engaged Meridian Compensation ~~Advisory~~ Partners, LLC (“~~CAP”~~Meridian”) to serve as its ~~independent~~ compensation consultant ~~since March 2014.~~for 2022. As discussed in greater detail in the “Compensation Discussion ~~and~~& Analysis” beginning on page 3549 below, throughout the year, ~~CAP~~the compensation consultant assists the committee in its analysis and evaluation of compensation matters relating to our executive officers. ~~CAP~~The HRC Committee’s independent compensation consultant reports directly to the ~~committee,~~HRC Committee, attends thein-person, virtual and telephonic meetings of the committee, and meets with the committee in executive session without management present. ~~CAP~~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. ~~CAP works~~Throughout the year, Meridian worked with management in executing its services to the committee, but ~~does~~did not provide services to management withoutpre-approval by the committee ~~Chairman.~~Chair. In addition, ~~CAP~~Meridian maintains, and has provided to the ~~committee,~~HRC Committee, a written policy designed to avoid and address potential conflicts of interest.
~~In 2017, neither CAP nor its affiliates provided any services to the company other than serving as the~~ The HRC ~~Committee’s independent compensation consultant. The committee~~Committee considered the ~~Company’s~~company’s relationship with ~~CAP,~~Meridian during the year, assessed the independence of ~~CAP~~Meridian pursuant to SEC and NYSE rules, and concluded that there are no conflicts of interest that would prevent ~~CAP~~Meridian from independently representing the ~~committee.~~
HRC Committee.
~~BNY Mellon~~ ~~2018 Proxy Statement~~     29
During 2022, 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.
    ~~ITEM 1. ELECTION OF DIRECTORS  >  Corporate Governance and Board Information~~
~~Succession Planning~~
Succession planning is a priority for the Board and our senior management, with the goal of ensuring a strong pipeline of leaders for the future. The HRC Committee, and ultimately the entire Board, reviews the succession plan for our Chairman and Chief Executive Officer on a regular basis. This plan identifies a “readiness” level and ranking for internal candidates and incorporates the flexibility to define an external hire as a succession option. In 2017 we executed on our established succession plan and transitioned to a new Chairman and Chief Executive Officer. To ensure an orderly transition, this succession was implemented in two phases, with Mr. Scharf assuming responsibilities as Chief Executive Officer and director~~mid-year~~ and then assuming additional responsibilities as Chairman effective January 1, 2018 upon Mr. Hassell’s retirement. Formal succession planning for the balance of our management Executive Committee members is also a regular process, which includes identifying a rank and readiness level for potential internal candidates and strategically planning for external hires for positions where, for example, capability gaps are identified. The HRC Committee and the Board review the succession plans for all management Executive Committee positions.
Contacting the Board
Interested parties may send communications to our Board, or our independent directors or any Board committee through our independent Chair or, as applicable, Lead Director, in accordance with the procedures set forth on our website and our Corporate Governance Guidelines (see “Helpful Resources” on page ~~88)~~113).
Our Corporate Secretary is authorized to open and review any mail or other correspondence received that is addressed to the Board, or any individual director or any Board committee unless the item is marked “Confidential” or ~~“Personal.”~~“Personal”. If so marked and addressed to the Board or a Board committee, it will be delivered unopened to the independent Chair or, as applicable, Lead ~~Director.~~Director or committee chair. If so marked and addressed to an individual director, it will be delivered to the addressee unopened. If, upon opening an envelope or package not so marked, the Corporate Secretary determines that it contains a magazine, solicitation or advertisement, the contents may be discarded. Any written communication regarding accounting matters that is addressed to our Board ~~of Directors are~~is processed in accordance with procedures adopted by the Audit Committee with respect to the receipt, review and processing of, and any response to, such matters.
~~In addition,~~Additionally, all directors are expected to attend each Annual Meeting of ~~stockholders. While ourby-laws,~~ ~~consistent with Delaware law, permit stockholder meetings to occur by remote communication, we intend this to be used only~~Stockholders, as discussed in ~~exigent circumstances. Our Board believes that anin-person~~ ~~Annual Meeting provides an important opportunity for stockholders to ask questions.~~the “Board Meetings” section above.

30BNY Mellon  Ø     ~~BNY Mellon~~  2023 Proxy Statement       ~~2018 Proxy Statement~~43
ITEM 1. ELECTION OF DIRECTORS
  >  Director Compensation

Overview
Each year, the CGNSR Committee is responsible for reviewing and making recommendations to the Board regarding independent director compensation. The CGNSR Committee annually reviews independent director compensation to help ensure that it is consistent with market practice and aligns our directors’ interests with those of long-term stockholders while not calling into question the directors’ objectivity. In undertaking its review, the CGNSR Committee utilizes benchmarking data regarding independent director compensation of the company’s peer group based on public filings with the SEC, as well as survey information analyzing independent director compensation at U.S. public companies. As discussed on page 43, 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;~~Chair; and fees for serving as a director of one of our subsidiaries. We also reimburse directors for their reasonableout-of-pocket expenses in connection with attendance at Board ~~meetings. In the case of~~meetings, including airfare ~~directors are reimbursed for their travel~~ 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 reasonableout-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.
Each year, the CG&N Committee is responsible for reviewing and making recommendations to the Board regarding independent director compensation. The CG&N Committee annually reviews independent director compensation to ensure that it is consistent with market practice and aligns our directors’ interests with those of long-term stockholders while not calling into question the directors’ objectivity. In undertaking its review, the CG&N Committee utilizes benchmarking data regarding independent director compensation of the company’s peer group based on public filings with the SEC, as well as survey information analyzing independent director compensation at U.S. public companies.2022 Director Equity Compensation
Based on its review ~~each year since 2014,~~for 2022, the ~~CG&N~~CGNSR Committee ~~has~~ recommended, and the Board ~~has~~ approved, an annual equity award with a value of ~~$130,000~~$185,000 for each independent ~~director.~~director (the same value that was awarded to independent directors in 2021). The annual equity award iswas 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,~~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. ~~For 2017, this~~This award of deferred stock units was granted shortly after the ~~2017~~2022 Annual Meeting of Stockholders for directors elected orre-elected ~~at such meeting and, similarly, for 2018, this award will be granted shortly after the 2018 Annual Meeting for directors elected orre-elected~~ at such meeting.
~~For 2017, our independent directors received~~2022 Director Cash Retainers
Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the independent Chair, as a Chair of $110,000, payable in quarterly installments in advance. In addition, the chair of the HRC Committee received an annual cash retainer of $25,000, the chairs of the Audit Committee and the Risk Committee each received an annual cash retainer of $30,000, the chairs of all other committees each received an annual cash retainer of $20,000, eacha committee or as a member of the Audit or Risk Committees. The following table lists the cash retainer amounts in effect for 2022:
Type of Retainer
  Amount of Retainer
Annual Board Membership
$110,000
Independent Chair
$150,000
Audit or Risk Committee Membership
$  15,000
HRC Committee Chair
$  25,000
Audit Committee Chair*
$  30,000
Risk Committee Chair*
$  30,000
CGNSR Committee Chair
$  20,000
Finance Committee Chair
$  20,000
Technology Committee Chair
$  20,000
*
Amount is in addition to the applicable committee membership retainer.
44     BNY Mellon  Ø   2023 Proxy Statement
ITEM 1. ELECTION OF DIRECTORS
  >  Director Compensation
2023 Director Compensation
In conducting its annual review of director compensation, the CGNSR Committee engaged Meridian to review the design and competitiveness of our independent director compensation structure and to advise on any developments in director compensation practices. After receiving this input from Meridian, the CGNSR Committee recommended to the Board, and the Board approved, increasing the retainer for the Chairs of the CGNSR Committee, the Finance Committee and the ~~Risk~~
Technology Committee ~~received an~~from $20,000 to $25,000 effective for 2023. We believe the director compensation framework is consistent with market practice, recognizes the critical role that our independent directors play in effectively managing the company and responding to stockholders, regulators and other key stakeholders, and supports us in attracting and retaining highly qualified director candidates.
Stock Ownership Guidelines
As part of the CGNSR Committee’s annual ~~membership fee~~review of ~~$10,000, and~~the director compensation program, the CGNSR Committee also examines the stock ownership guidelines applicable to our ~~Lead Director received an annual cash retainer of $50,000.~~
~~In addition, under~~independent directors. Under our Corporate Governance Guidelines, by the fifth anniversary of their service on the Board, directors are required to own a number of shares of our common stock with a market value of at least five times the annual cash retainer of $110,000. We believe that our independent director compensation is consistent with current market practice, recognizes the critical role that our directors play in effectively managing the company and responding to stockholders, regulators and other key stakeholders, and will assist us in attracting and retaining highly qualified candidates. In the case of Mr. Garden, the CG&N Committee determined that holdings of our securities by Trian shall be deemed to be beneficially owned by Mr. Garden for purposes of this stock ownership requirement, given his relationship with Trian and that he transfers to Trian, or holds for the benefit of Trian, his security holdings.retainer.
Our directors are not permitted to hedge, pledge or transfer any of their deferred stock units and are subject to a robust ~~anti-hedging~~hedging and pledging policy as described in further detail under “Compensation Discussion & Analysis—Pay Practices—Hedging and ~~Analysis — Anti-Hedging Policy”~~Pledging” on page ~~53 below. With the exception of those securities deemed to be beneficially owned by Mr. Garden by virtue of his relationship with Trian, this~~68. This policy prohibits our directors from hedging or pledging company securities owned directly or indirectly and from engaging in certain transactions involving our securities and requires directors topre-clear any transaction in company stock or derivative securities with our legal department (including gifts ~~pledges~~ and other similar transactions).
Deferred Compensation
In the 2007 merger of The Bank of New York Company, Inc. and Mellon Financial Corporation (the “2007 merger”), we assumed the Deferred Compensation Plan forNon-Employee Directors of The Bank of New York Company, Inc. (the “Bank of New York Directors Plan”) and the Mellon Elective Deferred Compensation Plan for Directors (the “Mellon Directors Plan”). Under the Bank of New York Directors Plan, participating legacy ~~The~~ Bank of New York directors continued to defer receipt of all or part of their annual retainer and committee fees earned through 2007. Under the Mellon Directors Plan, participating legacy Mellon directors continued to defer receipt of all or part of their annual retainer and fees earned through 2007. Both plans are nonqualified plans, and neither plan is funded.
Although the Bank of New York Directors Plan and the Mellon Directors Plan continue to exist, all new deferrals of director compensation by any of the independent directors have been made under the Director Deferred Compensation Plan, which was adopted effective as of January 1, 2008. Under this plan, an independent director can direct all or a portion of his or her annual retainer or other fees into either (1) variable funds, credited with gains or losses that mirror market performance of market style funds or (2) the company’s phantom stock.

BNY Mellon  Ø   2023 Proxy Statement     45
~~BNY Mellon~~
~~2018 Proxy Statement~~     31
ITEM 1. ELECTION OF DIRECTORS
>  Director Compensation

2022 Director Compensation Table
The following table provides information concerning the compensation of each independent director who served in ~~2017.~~2022. As management directors, Messrs. ~~Scharf~~Gibbons and ~~Hassell~~Vince did not receive any compensation for their ~~services as a director. Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for~~respective service on the ~~benefit of Trian, all director compensation paid to him.~~Board.

Name
   Fees Earned or
Paid in Cash ($)    Stock
Awards ($)⁽³⁾    Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings⁽⁴⁾    All Other
Compensation ($)⁽⁵⁾    Total ($)
Linda Z. Cook
   $130,321    $129,965    $0    $0    $260,286
Nicholas M. Donofrio⁽¹⁾⁽²⁾
   $102,500    $129,965    $0    $1,234    $233,699
Joseph J. Echevarria⁽²⁾
   $200,000    $129,965    $0    $0    $329,965
Edward P. Garden
   $145,000    $129,965    $0    $0    $274,965
Jeffrey A. Goldstein⁽²⁾
   $140,000    $129,965    $0    $0    $269,965
John M. Hinshaw⁽²⁾
   $135,000    $129,965    $0    $0    $264,965
Edmund F. “Ted” Kelly
   $150,000    $129,965    $0    $0    $279,965
John A. Luke, Jr.
   $120,000    $129,965    $0    $0    $249,965
Jennifer B. Morgan⁽²⁾
   $131,373    $129,965    $0    $0    $261,338
Mark A. Nordenberg
   $167,200    $129,965    $5,985    $3,381    $306,531
Catherine A. Rein⁽¹⁾
   $40,556    $0    $0    $2,657    $43,213
Elizabeth E. Robinson
   $120,000    $129,965    $0    $125,000    $374,965
Samuel C. Scott III
   $140,000    $129,965    $0    $675    $270,640
Name
   Fees Earned or
Paid in Cash ($)    Stock
Awards ($)⁽³⁾    Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings    All Other
Compensation
($)⁽⁴⁾    Total ($)
Linda Z. Cook
   $ 150,000    $ 185,000    —    —    $ 335,000
Joseph J. Echevarria⁽¹⁾
   $ 295,000    $ 185,000    —    —    $ 480,000
M. Amy Gilliland
   $ 125,000    $ 185,000    —    —    $ 310,000
Jeffrey A. Goldstein⁽¹⁾
   $ 155,000    $ 185,000    —    —    $ 340,000
K. Guru Gowrappan⁽¹⁾
   $ 125,000    $ 185,000    —    —    $ 310,000
Ralph Izzo⁽¹⁾
   $ 145,000    $ 185,000    —    —    $ 330,000
Edmund F. “Ted” Kelly⁽²⁾
   $ 62,500    —    —    —    $ 62,500
Sandie O’Connor⁽¹⁾
   $ 125,000    $ 185,000    —    $ 25,000    $ 335,000
Elizabeth E. Robinson⁽¹⁾
   $ 125,000    $ 185,000    —    $ 125,000    $ 435,000
Samuel C. Scott III⁽²⁾
   $ 62,500    —    —    $ 602    $ 63,102
Frederick O. Terrell
   $ 155,000    $ 185,000    —    —    $ 340,000
Alfred W. “Al” Zollar
   $ 145,000    $ 185,000    —    —    $ 330,000

(1) ~~Mr. Donofrio retired as a director effective September 30, 2017. Ms. Rein did not stand for reelection as a director at our 2017 Annual Meeting.~~
~~(2)~~ Elected to defer all or part of cash compensation inpursuant to the Director Deferred Compensation Plan.
(2)
Messrs. Kelly and Scott did not stand for re-election at the 2022 Annual Meeting of Stockholders.

(3)
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 ~~2,780~~3,977 deferred stock units granted to each independent director in April ~~2017,~~2022, using the valuation methodology for equity awards set forth in note 1517 to the consolidated financial statements in our Annual Report on Form10-K for the year ended December 31, ~~2017.~~2022 (“2022 Annual Report”). As of December 31, ~~2017,~~2022, each of Mses. Cook, ~~Morgan~~Gilliland, O’Connor and Robinson and Messrs. Echevarria, ~~Garden,~~ Goldstein, ~~Hinshaw, Kelly, Luke, Nordenberg~~Gowrappan, Izzo, Terrell and ~~Scott~~Zollar owned ~~2,817~~3,977 unvested deferred stock units. ~~Mr. Donofrio forfeited his 2017 grant of deferred stock units as a result of his retirement in September 2017.~~

(4)
The amount disclosed for Messes. O’Connor and Robinson reflect compensation paid in ~~this column~~connection with their roles as a member of the Board of Directors and Chair of the Board of Directors, respectively, of BNY Mellon Government Securities Services Corp. The amount disclosed for Mr. Nordenberg represents the sum of the portion of interest accrued (but not currently paid or payable) on deferred compensation above 120% of the applicable federal long-term rate at the maximum rate payable under the Mellon Directors Plan. Under the Mellon Directors Plan, deferred amounts receive earnings based on (i) the declared rate, reflecting the return on the~~120-month~~ ~~rolling average of the10-yearT-Note~~ rate enhanced based on years of service and compounded annually, (ii) variable funds, which are credited with gains or losses that “mirror” the market performance of market-style funds or (iii) the company’s phantom stock. The fully enhanced declared rate for 2017 was 3.93%. The present value of Ms. Rein’s accumulated pension benefit under The Bank of New York Retirement Plan for~~Non-Employee~~ Directors decreased by $2,271. Ms. Rein was the only director serving during 2017 who participated in this plan. Participation in this plan was frozen as to participants and benefit accruals as of May 11, 1999.
~~(5)~~ ~~The amounts disclosed for Messrs. Donofrio and~~ Scott ~~and Ms. Rein reflect~~reflects the amount of a 5% discount on purchases of phantom stock when dividend equivalents are reinvested under the Bank of New York Directors Plan. The amount disclosed for Mr. Nordenberg reflects the estimated cost of the legacy Mellon Directors’ Charitable Giving Program, which remains in effect for him and certain other legacy Mellon directors. Upon such legacy Mellon director’s death, the company will make an aggregate donation of $250,000 to one or more charitable or educational organizations of the director’s choice. The donations are paid in 10 annual installments to each organization. The amount disclosed for Ms. Robinson reflects compensation paid in connection with her role as Chair of the Board of Directors of BNY Mellon Government Securities Services Corp.

3246     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION

~~Quick Reference Guide~~Item 2. Advisory Vote on Compensation

RESOLUTION

Page 3448

COMPENSATION DISCUSSION ~~AND~~& ANALYSIS

Page 3549
Introduction

Page 3549
2022 Performance Highlights

Page 3756
Compensation of ~~Named Executives~~NEOs

Page 3857
Pay Practices

Page 5066
How We Address Risk and Control

Page 5771
Report of the HRC Committee

Page 5771

EXECUTIVE COMPENSATION TABLES AND OTHER COMPENSATION ~~DISCLOSURE~~DISCLOSURES

Page 5872
2022 Summary Compensation Table

Page 5872
2022 Grants of Plan-Based Awards

Page 6074
2022 Outstanding Equity Awards at FiscalYear-End

Page 6175
2022 Option Exercises and Stock Vested

Page 6376
2022 Pension Benefits

Page 6377
2022 Nonqualified Deferred Compensation

Page 6578
Potential Payments upon Termination or Change in Control

Page 6679
Pay Ratio

Page 6982
Pay Versus Performance
Page 83

BNY Mellon  Ø   2023 Proxy Statement     47
~~BNY Mellon~~ ~~2018 Proxy Statement~~     33
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Resolution

Proposal
We highly value dialogue and engagement with our stakeholders, including stockholders, employees, clients and the communities we serve, with respect to our executive compensation program. Consistent with that, and in accordance with SEC rules, we are asking our stockholders to approve the following resolution:
RESOLVED, that the stockholders approve the ~~2017~~2022 compensation of the named executive officers (“NEOs”), as disclosed in this proxy statement pursuant to Item 402 of RegulationS-K of the ~~Securities and Exchange Commission~~SEC (including the ~~Compensation~~“Compensation Discussion ~~and~~& Analysis,” the compensation tables and other narrative executive compensation disclosures).
~~Background~~

• Since 2009, we have provided our stockholders with the opportunity for an advisory vote on our executive compensation program each year. We have consistently received support for our executive compensation program, with stockholder approval at our 2017, 2016 and 2015 Annual Meetings of 98%, 97% and 95%, respectively.
• To ensure that we also have direct stockholder feedback on our executive compensation program and other issues of importance to our investors, we have continued our annual investor outreach process in 2017, reaching out to investors representing over 47% of our outstanding common shares as well as proxy advisory firms and other stakeholders.
• Our approach to compensation continues to be designed to directly link pay to performance, recognize both corporate and individual performance, promote long-term stock ownership and balance risk and reward, while taking into consideration stakeholder feedback and market trends and practices to refine our program.

The Board ~~of Directors~~ recommends that you vote

“FOR” the approval of the ~~2017~~ 2022
compensation of our ~~named executive officers.~~NEOs

LOGO

Voting
Your vote on this resolution is advisory. Although the Board is not required to take any action in response, the Board ~~values our stockholders’ opinions. As in prior years,~~and the ~~Board intends~~HRC Committee intend to ~~evaluate~~consider the results of the ~~2018~~2023 vote ~~carefully~~ when making future decisions regarding the compensation of our ~~named executive officers.~~
~~At last year’s Annual Meeting, we provided~~NEOs. The say-on-pay proposal submitted to stockholders ~~with an advisory vote as to how often the company should hold asay-on-pay~~ vote, and 91% of the votes cast voted in favor of an annual vote. Accordingly, we intend to continue to hold an advisory vote each year on our executive compensation program until the next stockholder advisory vote on its frequency, which we expect will occur at our 2022 Annual ~~Meeting.~~Meeting received 96% approval.

3448     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis

Introduction
~~Chairman~~Overview
In this Compensation Discussion & Analysis, we review the objectives and ~~CEO Transition and Compensation~~
~~Mr. Scharf was appointed CEO~~elements of the company effective July 17, 2017 and Chairman effective January 1, 2018. He succeeds Mr. Hassell, who retired as our Chairman effective December 31, 2017 after 44 years of dedicated service to BNY Mellon, including 6 years as CEO and Chairman.
~~The~~company’s executive compensation ~~package for Mr. Scharf was designed to create~~program, its alignment with company performance, and the 2022 compensation decisions for our ~~stockholders’ interests,~~ NEOs.
Our approach to executive compensation continues to be designed to:
directly link pay to ~~performance~~performance;
recognize both corporate and individual performance;
promote long-term stock ~~ownership. His annual target total direct~~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 HRC Committee reviews the company’s executive compensation ~~was set by~~program to align with these goals and our long-term business strategy and priorities. The HRC Committee consults with its independent compensation consultant and management, also taking into account market trends and practices and feedback received during stakeholder engagement.
The primary elements of our compensation program for our NEOs are base salary and incentive compensation delivered through a combination of cash, Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). The HRC Committee uses a scorecard approach to make incentive compensation determinations. The scorecard includes a corporate component and an individual modifier, enabling the HRC Committee ~~at $16.5 million~~to comprehensively analyze both corporate and individual performance using both quantitative and qualitative metrics. Both the corporate component and the individual modifier are used to determine an executive’s cash and RSU incentive awards, while the grant value of the PSU incentive award is determined solely by the individual modifier. This approach is intended to ensure that an executive’s PSU incentive award potential is primarily based on individual performance, but the number of PSUs earned and their final payout value is intended to align with long-term financial and stock price performance.
The HRC Committee determined that the earnout for ~~2017,~~the 2023 PSU grants (granted in 2023 for 2022 performance) will be based on the company’s ROTCE and relative TSR over a three-year performance period. The HRC Committee believes these metrics appropriately focus our executive officers on earnings growth and prudent capital deployment, while further aligning executive compensation with stockholder interests. Consistent with prior grants, ROTCE performance is weighted 70% and relative TSR performance is weighted 30%. For purposes of the relative TSR component, the HRC Committee approved a TSR peer group that comprises a broader group of financial services peers than our benchmarking peer group, as discussed in more detail on page 54.
NEO Transitions and Compensation
Mr. Vince was appointed as Chief Executive Officer and as a member of the Board, effective August 31, 2022. Mr. Vince had served as President and CEO-Elect of the company since March 4, 2022 and as Vice Chair of BNY Mellon and CEO of Global Market Infrastructure from October 2020 to March 2022. Mr. Vince succeeded Mr. Gibbons, who stepped down as CEO and as a member of the Board, effective August 31, 2022, and retired, effective October 31, 2022.
In connection with Mr. Vince’s appointment, the HRC Committee designed a compensation package intended to align his compensation with his new position and with our stockholders’ interests. Mr. Vince’s annual base salary was increased to $1,250,000, effective August 31, 2022, which ~~considered~~is consistent with the ~~competitive market for top tier talent, including peer CEO compensation and our historical CEO compensation.~~salary of the previous CEO. His target incentive ~~opportunity~~for 2022 was set at $10,333,000, which reflects a proration of ~~$15,250,000 was structured in a manner consistent with how we have historically awarded incentive compensation~~Mr. Vince’s original target for ~~our CEO (25% in cash, 50% in PSUs~~2022 and ~~25% in RSUs).~~
~~Recognizing that 2017 was Mr. Scharf’s first year with BNY Mellon,~~increased target effective August 31, 2022. In addition, the HRC Committee ~~structured this package~~approved an amendment to ~~give~~ Mr. ~~Scharf significant stake~~Vince’s offer letter, which conforms all equity award provisions with the terms generally applicable to participants in the ~~company from day one. Accordingly, Mr. Scharf’s 2017~~company’s executive compensation was delivered in two phases: first, a grant of PSUs and RSUs upon commencement of employment, providing immediate alignment with our stockholders and the management team; and second, payment of the balance of Mr. Scharf’s 2017 incentive award in the ordinary course in February 2018. In addition, subsequent to his appointment as CEO, Mr. Scharf purchased approximately $10 million of shares of our common stock to enhance alignment with our stockholders.
~~The PSUs~~program. All awards granted to Mr. ~~Scharf upon his commencement of employment consisted of two awards, both~~Vince are subject to the ~~same performance metrics~~company’s clawback and recoupment policies as ~~those granted in February 2017 to other executives: a specialone-timesign-on~~ ~~award of PSUs, and apre-grant~~ ~~of 50% of the PSU component of his target incentive compensation. The RSUs awarded to Mr. Scharf upon his commencement of employment were apre-grant~~ ~~of the RSU component of his target incentive compensation andpro-rated~~ ~~to reflect the time period in 2017 that he was employed by us.~~
Mr. Scharf received the balance of his 2017 incentive award in February 2018. This consisted of the remaining half of Mr. Scharf’s incentive PSUs (calculated as 50% of the PSU component of his target incentive compensation), earned based on 2018 — 2020 performance, and the entire cash component of his incentive compensation (calculated based on actual 2017 performance and~~pro-rated~~ ~~to reflect the time period in 2017 he was employed by us).~~
Mr. Scharf’s 2018 annual target direct compensation was set at $16.5 million, unchanged from 2017, and actual compensation for 2018 will be determined in early 2019 based on established performance criteria.
The following chart shows Mr. Scharf’s actual 2017 total direct compensation. For more information regarding Mr. Scharf’s target direct compensation structure, including target incentive compensation elements, see page 39.described below.

BNY Mellon  Ø   2023 Proxy Statement     49
~~BNY Mellon~~
~~2018 Proxy Statement~~     35
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

~~2017 Program Enhancements~~Mr. McDonogh joined the company as a Senior Executive Vice President on November 1, 2022. Effective, February 1, 2023, he was appointed as Chief Financial Officer. In connection with his joining the company, the HRC Committee approved a compensation arrangement for Mr. McDonogh. Mr. McDonogh’s base salary was set at a rate of $600,000 annually, and the HRC Committee established a minimum incentive for 2022 of $5,000,000. Mr. McDonogh also received a buyout award granted in RSUs valued at $8,782,808 that vests in annual installments over a five-year period commencing in February 2025. All awards granted to Mr. McDonogh are subject to the company’s clawback and recoupment policies as described below.
Ms. Portney served as Chief Financial Officer through January 31, 2023, at which time she assumed a new position as CEO of Asset Servicing. In order to support a smooth Chief Financial Officer transition and in connection with her new role, Ms. Portney received a retention award of 95,148 RSUs valued at $4,000,000, which will be settled in shares of common stock on the third anniversary of grant, November 2, 2025, with 50% of the award vesting on March 1, 2023 and the remaining 50% vesting on the settlement date. All awards granted to Ms. Portney are subject to the company’s clawback and recoupment policies as described below.
Named Executive Officers
Our NEOs for 2022 are set forth in the table below.
  Robin Vince
President and Chief Executive Officer
  Thomas P. “Todd” Gibbons
Former Chief Executive Officer*
  Emily H. Portney
Senior Executive Vice President and Chief Financial Officer*
  Bridget E. Engle
Senior Executive Vice President and Head of Operations and Technology
  Roman Regelman
Senior Executive Vice President, CEO of Asset Servicing, Issuer Services and Digital
  Dermot McDonogh
Senior Executive Vice President^*
*
Robin Vince was appointed to succeed Mr. Gibbons as Chief Executive Officer on August 31, 2022. Mr. Vince had served as President and CEO-Elect of the company since March 4, 2022, and as Vice Chair of BNY Mellon and CEO of Global Market Infrastructure from October 2020 to March 2022. Ms. Portney served as Chief Financial Officer through January 31, 2023, at which time she assumed a new position as CEO of Asset Servicing. Mr. McDonogh joined the company on November 1, 2022, and was appointed Chief Financial Officer as of February 1, 2023.
2022 Key Compensation Practices
The following table summarizes the key features of our executive compensation program. As highlighted in the table, each component of the program is designed to compensate our executive officers for performance in a manner that is (1) aligned with our stockholders’ interests and (2) consistent with our high standards for risk management.

~~Objectives~~
            Program Feature ~~Enhancement~~Practice
~~Focus on growth driven by   earnings and revenue~~
Balanced approach for
incentive compensation

~~•   Eliminated the operating leverage metric, making OEPS the sole performance metric for the corporate component of the 2017 balanced scorecard~~
~~Strengthen tie between pay   and performance~~
• ~~By eliminating the operating leverage metric (previously earned at 100% or 0%), subjected an incremental 25%~~PSU target incentive comprises 50% of ~~the corporate component earnout~~target total incentive compensation for our CEO (unchanged from previous year) and 40% for our other NEOs (changed from 45% in previous year to ~~3:1 upside leverage and 4:1 downside leverage~~better align with market practice)

• ~~Maintained HRC Committee discretion~~RSU target incentive comprises 25% of target total incentive compensation for our CEO (unchanged from previous year) and 30% for our other NEOs (changed from 25% in previous year to ~~consider other factors~~better align with market practice)
• Earnout on PSUs granted in ~~assessing the strength of the company’s OEPS results, including various~~2021, 2022 and 2023 will be based on average company ROTCE and relative TSR (weighted 70% and 30%, respectively) over a three-year performance ~~measures~~period to focus on revenue growth, expense discipline, credit risk management, prudent capital deployment, and profitability, and to reinforce alignment with stockholder interests; earnout on PSUs granted in 2020 was based on three-year average revenue growth and three-year average operating margin, each as adjusted
~~2017 Incentive Award Outcome~~

~~Considerations~~50 ~~Impact~~
~~Objective Metric~~      BNY Mellon  Ø   2023 Proxy Statement
•   ~~OEPS~~~~: OEPS was 2.6% above budget.~~
~~Discretionary Factors~~

•   ~~Relative Performance~~~~: Multi-year TSR performance and 1-year EPS growth were generally at median relative to the S&P Financials Index and peers.~~
•   ~~Earnings Drivers~~~~: OEPS results above budget driven by higher equity market performance and a lower effective tax rate.~~
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis

~~Corporate Component Payout~~
            Program Feature Practice
Directly link pay to
performance
• Incentive compensation is earned on a combination of company and individual performance
• Annual cash and RSU incentive awards are based on the corporate component metric, OEPS, which reinforces management’s focus on company-wide performance and organic earnings per share growth, through revenue growth, expense discipline, and prudent capital management
• The individual modifier impacts the cash, RSU, and PSU incentive awards to permit greater differentiation based on individual performance and, if appropriate, business unit performance
• Management’s focus on overall growth, efficiency, profitability, and alignment with stockholder interests is reinforced by earnout of PSU awards granted in 2021, 2022 and 2023 and earned based on average company ROTCE and relative TSR over a three-year performance period
Comprehensive risk   assessment
• With the Chief Risk Officer, the HRC Committee annually assesses compensation plans 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 their compensation with appropriate levels of risk-taking
• NEOs’ equity awards are subject to 100% forfeiture during, and clawback following, the vesting period. NEOs’ cash incentive awards are subject to 100% clawback within three years following the payment date. In each case, any forfeiture or clawback would be based on ongoing risk assessments under our comprehensive recoupment policies
Promote long-term stock
ownership
• Deferred equity (PSUs and RSUs) comprises 75% of target total incentive compensation for our CEO and comprises 70% for our other NEOs
• 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
• Our CEO must acquire and retain company stock equal to seven times base salary, and other NEOs must acquire and retain company stock equal to four times base salary

BNY Mellon  Ø   2023 Proxy Statement     51
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
~~2017~~ Executive Pay Practice Highlights
The HRC Committee takes a rigorous approach to the review and consideration of the pay practices that we have adopted. Accordingly, there are practices that we undertake to serve our stockholders’ interests and support alignment with our high standards for risk management. There are other practices that we avoid because we believe they do not serve these goals.

~~What we do:~~
We adopt sound pay practices    ~~What we don’t do:~~We avoid poor pay practices
üDirectly link pay to performance

üRequire sustained financial performance to earn full amount of long-term awards

üPromote long-term stock ownership through deferred equity compensation and stock ownership requirements

üBalance risk and reward in compensation

üUse a balanced approach for determining incentives ~~with~~based on both corporate and individual goals

üBalance incentives for short- and long-term performance ~~with a mix of~~using multiple performance metrics, fixed and variable compensation and cash and equity ~~compensation~~

üConduct a robust stakeholder outreach program
ü Maintain comprehensive clawback and recoupment policies

×No fixed-term employment agreements

×No single-triggerchange-in-control benefits

×No excessive severance benefits

×No excessive perquisites or benefits

×No severance-related taxgross-ups

×No hedging, pledging or short sales of our stock

×No dividend equivalents paid on unearned ~~incentive~~ PSUs or RSUs
The “Risk Assessment” discussion beginning on page 61 and the “How We Address Risk and Controls” section on page 71 contain more information about our compensation risk management practices. Each of our pay practices, including with respect to our clawback and recoupment policies, is described more fully beginning on page 69.
52     BNY Mellon  Ø   2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
2022 Incentive Compensation Elements
We believe that the structure and elements of our 2022 incentive compensation program for our NEOs align our executives’ interests with stockholders’ interests by focusing our executives on the achievement of sustainable, long-term growth for the company while adhering to robust risk management standards. The following table provides an overview of these structural elements, including the relevant vesting and performance standards that provide a multi-year perspective on 2022 achievements.
Element
Performance Metrics
How It Pays Links to Performance
Cash
Amount determined by corporate component (based on OEPS) and individual modifier
• Single cash payment in February 2023
• OEPS is key to helping ensure that both revenue growth and expense discipline are evaluated
• ROTCE and relative TSR to focus on revenue growth, expense discipline, credit risk management, prudent capital deployment, and profitability, and to reinforce alignment with stockholder interests
• Equity awards motivate and reward achievement of long-term financial goals and reinforce alignment with stockholder interests
• Individual modifier permits greater differentiation based on individual performance and, where appropriate, business unit performance
• 100% of incentive compensation is subject to risk assessment and clawback, forfeiture and recoupment
RSUs
Grant value determined by corporate component (based on OEPS) and individual modifier
• Granted in February 2023
• Vest in equal installments over three years
PSUs
Grant value determined by individual modifier
Award earnout based on company ROTCE and relative TSR
• Granted in February 2023
• Cliff vest after the end of a 3-year performance period
• Earned between 0% – 150% based on the achievement of performance metrics over 3-year period
Performance Share Unit Program
As part of our incentive compensation program, we grant PSUs each year to strengthen the alignment of our executives’ compensation with stockholder interests and to motivate and reward achievement of long-term financial goals for the company. PSUs have earnout ranges from 0%-150% based on achievement of pre-determined performance metrics and continued service, with certain exceptions, and cliff vest after the end of a three-year performance period.
In February 2023, the HRC Committee determined to continue using company ROTCE and relative TSR as metrics for determining the 2023 PSU earnout (which will occur in 2026 for the performance period ending December 31, 2025). The HRC Committee believes that these metrics reinforce financial performance, including revenue growth, expense discipline and profitability, and alignment with stockholder interests.
BNY Mellon  Ø   2023 Proxy Statement     53
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis

2023 PSU Earnout Grid

Average
Annual ROTCE
(Weighted 70%)


Percent
Vested


TSR percentile
vs. Relative
Peer Group¹
(Weighted 30%)


Percent
Vested

Above 25.0%
   150% +    Above 75%    200%²
21.0% to 25.0%
   100% to 150%    50% to 75%    100% to 150%
15.0% to < 21.0%
   50% to < 100%    25% to < 50%    50% to < 100%
Less than 15.0%
   0%    Less than 25%    0%
(1)
Peer Group refers to the “TSR Peer Group”, described on page 54.
(2)
Overall PSU earnout is capped at 150%.
Consistent with the prior year, to determine the relative TSR component, the HRC Committee approved a group of financial services companies (the “TSR Peer Group”) in addition to the benchmarking peer group as set forth on page 67 below. The TSR Peer Group consists of S&P 500 companies in three industries: Asset Management & Custody Banks, Diversified Banks, and Investment Banking & Brokerage. The HRC Committee believes the TSR Peer Group provides a more comprehensive picture of results from a broad group of financial services companies than the benchmarking peer group, resulting in a more meaningful comparison of relative performance through the TSR metric for our PSUs. The companies in the TSR Peer Group and their ticker symbols are set forth below:
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)

3654     BNY MellonØ   ~~2018~~  2023 Proxy Statement
$7.63 PSUs $7.63 Sign-on PSUs $1.75 Cash $1.75 RSUs BASE SALARY $0.57 DEFERRED EQUITY About 88% of actual 2017 total direct compensation was equity-linked and will be realized on a deferred basis 100% of sign-on compensation was granted in the form of PSUs, establishing alignment with stockholders and management and linking all sign-on compensation to performance Sign-on PSUs and pre-granted incentive PSUs will be earned based on 2017 – 2019 performance to establish alignment with stockholders and management Incentive PSUs granted on the standard schedule will be earned based on 2018 – 2020 performance Incentive RSUs vest on the generally applicable schedule despite being pre-granted INCENTIVE COMPENSATION Cash incentive was pro-rated and 100% subject to performance Incentive RSUs were pro-rated and 100% pre-granted upon commencement of employment to establish alignment with stockholders 50% of incentive PSUs were pre-granted upon commencement of employment to establish alignment with stockholders 100% of incentive compensation (and sign-on PSUs) is subject to clawback
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

~~Performance~~2022 Compensation Outcomes
The following ~~information summarizes~~table provides a summary of the HRC Committee’s key ~~highlights~~compensation decisions and the impact of performance on the compensation of our ~~2017~~NEOs for 2022.
Compensation Category
Key Decisions and Impact of Performance
Base Salary and Target
Incentive Decisions
Base Salary Changes
• Mr. Vince’s salary increased from $750,000 to $1,250,000, effective August 31, 2022, in connection with his appointment as CEO.
Target Incentive Changes
• Mr. Vince’s incentive target for 2022 was increased to $10,333,000, which reflects a proration of his previous target and his new target upon becoming CEO.
• Ms. Portney’s incentive target for 2022 was increased to $5,400,000.
Factors Considered
• Input from independent compensation consultant on market trends, compensation program practices, individual performance and responsibilities, compensation levels, and internal pay equity.
Incentive Compensation
Outcomes
Minimum Funding   Requirement
• Common equity Tier 1 ratio exceeded the 8.5% requirement.
Corporate Component
• Approved corporate component of 110%.
• 2022 OEPS, as adjusted, was $5.09 for 2022. Consistent with historical practice, and as established in the 2022 annual business plan, the HRC Committee considers adjustments (both positive and negative) to the OEPS results to limit certain external market factors from having an outsized impact on the value of incentive award grants, described more fully beginning on page 59. OEPS before adjustment was $4.59 for 2022 compared with $4.24 for 2021. For a reconciliation and explanation of this Non-GAAP measure, see Annex A.
Individual Modifier
• Individual modifier provides greater differentiation based on individual performance by permitting incentive award increases of up to 150% and decreases down to $0, and individual NEO modifiers ranged from 100% to 125%.
2020 PSU Awards
• Earned at 95%.
• The award earnout was based on average revenue growth and average operating margin, the PSU metrics in place when the 2020 PSUs were granted. Consistent with prior grants and award terms, the HRC Committee adjusted for impacts from equity market, currency translation, interest rates and provision for credit losses, described more fully beginning on page 65.
BNY Mellon  Ø   2023 Proxy Statement     55
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
2022 Performance Highlights
The graphs below summarize key aspects of our 2022 performance ~~including year-over-year growth.~~that the HRC Committee considered in evaluating the 2022 performance of our NEOs. For a more detailed discussion of our ~~2017~~2022 performance, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2017~~2022 Annual Report to stockholders.

2017 2016 Change (%)
EPS
$3.72 $3.15 18%
OEPS
$3.57 $3.17 13%

Reported EPS ~~OEPS~~OEPS*
LOGO
~~Strong Multi-Year TSR~~ ~~Returned Significant Value to Stockholders~~
~~BNY Mellon~~ ~~2018 Proxy Statement~~     37
OEPS above budget, resulting in above-target earnout calculation of 107.8% Median multi-year TSR performance and EPS growth relative to S&P Financials Index and peers Corporate component payout reduced by 7.8 percentage points to reflect that equity market performance and lower effective tax rate drove OEPS results 110% 100% 107.8% 107.8% 100% 90%
LOGO
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~Multi-Year Relative Total Stockholder Return (“TSR”)

~~Compensation of Named Executives~~
~~2017 Target Direct Compensation Structure~~ LOGO

~~2017 Target Incentive Compensation Elements~~
* Includes both our current CEO, Mr. Scharf, and our former CEO, Mr. Hassell, who stepped down as CEO effective July 17, 2017 and retired as Chairman of the Board effective December 31, 2017. Mr. Hassell’s 2017 incentive award was paid 25% in cash and, in light of his retirement effective December 31. 2017, 75% in RSUs.
** ~~Excludes Ms. Engle, whose 2017 target incentive compensation elements were determined in connection with her commencement of employment as 50% cash, 25% PSUs and 25% RSUs.~~

3856     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
~~PSUs Cash RSUs~~
Compensation of NEOs
2022 Target Direct Compensation Structure
LOGO
BASE SALARY About 8%[10.4%] of target total direct compensation Sole fixed source of cash compensation DEFERRED EQUITY Deferred equity is subject to forfeiture based on annual risk assessments Dividend equivalents are paid only at vesting INCENTIVE COMPENSATION About ~~92%~~[89.6%] of target total direct compensation Determined at between 0% - 150% of target using a ~~“balanced scorecard”~~balanced scorecard As a condition of funding, subject to a threshold common equity Tier 1 ratio of at least 8.5% 100% of incentive compensation is subject to reduction and clawback CEO* Other NEOs**
2022 Target Incentive Compensation Elements
LOGO
Target Cash ~~25% 30%~~ & RSU Incentive Awards Corporate Component (0-150%) Individual Modifier (0-150%) Cash and RSU Awards Target PSU Incentive Award Individual Modifier (0-150%) PSU Award Risk Assessment (downward adjustment only, up to 100%)
BNY Mellon  Ø   2023 Proxy Statement     57
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis

Target Incentive Mix¹



                    CEO²

        Other NEOs

Cash

25%

30%

RSU

25%

30%

PSU

50%

40%

RSUs vest in equal installments over three years.
PSUs ~~50% 45% RSUs 25% 25%~~
~~PSUs~~ are earned between 0% – 150% based on the achievement of performance metrics ~~over a 3-year~~and cliff-vest after the three-year performance period. ~~RSUs generally vest in equal installments over three years.~~
(1)
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
In calculating the number of RSUs and PSUs to grant, the HRC Committee divided the value awarded by $51.92, the closing price of our common stock on the NYSE on the grant date.

(2)
Mr. Gibbons’ target incentive mix was 25% cash and 75% RSUs, consistent with past practice for retiring executive officers.
~~2017~~2022 Annual Target Direct Compensation
In the first quarter of each year, the HRC Committee ~~considers~~establishes annual target total direct compensation for each executive by considering competitive data, executive position and level of responsibility and, for executives other than our CEO, our CEO’s ~~recommendation,~~recommendation. Targets are reviewed annually and ~~establishes~~adjusted if determined to be appropriate by the HRC Committee. The HRC Committee may also adjust target compensation to reflect changes in or new responsibilities.
In 2022, the annual total target ~~total~~ direct compensation for each ~~executive. Targets are reviewed annually but only adjusted if determined appropriate by the HRC Committee.~~
~~For Messrs. Hassell, Gibbons and Harris, target total direct compensation for 2017 remained unchanged compared to the prior year. For Ms. Engle, target total direct compensation~~NEO was ~~determined in connection with her commencement of employment. For Mr. Shea, target total direct compensation was increased by $1 million to reflect increased responsibilities.~~as follows:

  Name


Salary


Target Incentive


Annual Target Total
Direct Compensation

Hassell

   $1,000,000


$14,000,000


$15,000,000

Gibbons

   $650,000


$6,350,000


$7,000,000

Shea

   $650,000


$7,350,000


$8,000,000

Harris

   $650,000


$7,350,000


$8,000,000

Engle

   $600,000


$4,700,000


$5,300,000

In the third quarter of 2017, the HRC Committee determined Mr. Scharf’s target total direct compensation for 2017 in connection with his appointment as our CEO effective July 17, 2017. In determining Mr. Scharf’s compensation, the HRC Committee sought input and advice from its independent compensation consultant, Compensation Advisory Partners LLC, on competitive levels of pay for top tier talent, including with respect to our historical CEO compensation and CEO compensation in our peer group, and designed an overall compensation package intended to create alignment with our stockholders, directly link pay to performance and promote long-term stock ownership. Mr. Scharf’s target compensation consists of an annual base salary of $1,250,000 and a target incentive opportunity of $15,250,000, structured in a manner consistent with how we have historically awarded incentive compensation to our CEO (25% in cash, 50% in PSUs and 25% in RSUs). For more information regarding Mr. Scharf’s actual 2017 direct compensation, including the timing of payments,~~pro-ration~~ ~~of certain incentive compensation components and the grant ofsign-on~~ ~~PSUs, see “Chairman and CEO Transition and Compensation” on page 35.~~
Name


    Salary

   Target Incentive


Annual Target Total
  Direct Compensation⁽¹⁾

   Salary
Target Cash and
RSU Incentive

Target PSU
Incentive
   Annual Target Total
Direct Compensation


    Cash



    PSUs



    RSUs


Scharf

   $1,250,000

   $3,812,500

   $7,625,000

   $3,812,500

   $16,500,000

Robin Vince¹
President and Chief Executive Officer
   $917,000    $5,166,500    $5,166,500    $11,250,000
Thomas P. “Todd” Gibbons²
Former Chief Executive Officer
   $1,250,000    $6,625,000    $6,625,000    $14,500,000
Emily H. Portney
Senior Executive Vice President and Chief Financial Officer
   $600,000    $3,240,000    $2,160,000    $6,000,000
Bridget E. Engle
Senior Executive Vice President and Head of Operations and Technology
   $600,000    $3,840,000    $2,560,000    $7,000,000
Roman Regelman
Senior Executive Vice President, CEO of Asset Servicing, Issuer Services and Digital
   $600,000    $3,240,000    $2,160,000    $6,000,000
Dermot McDonogh³
Senior Executive Vice President
   $600,000    $3,000,000    $2,000,000    $5,600,000

~~(1)~~1 ~~Does not reflect proration~~
Mr. Vince’s target direct compensation reflects a pro-rated portion of his compensation prior to becoming CEO on August 31, 2022 and the increase in his compensation effective as of that date, including the CEO target incentive mix of cash, RSUs and PSUs.
2
Mr. Gibbons received a pro-rated portion of the amounts disclosed in the table for salary and incentive compensation for the ~~cash and RSU components~~portion of the ~~target incentive and does not include~~year he was with the company. In addition, the HRC Committee determined to award Mr. ~~Scharf’s $7,625,000 award ofsign-on~~ ~~PSUs.Sign-on~~ ~~PSUs were aone-time~~ ~~performance-based award granted~~Gibbons’ deferred equity compensation in ~~connection~~100% RSUs, consistent with ~~Mr. Scharf’s commencement of employment and are not considered a component of his annual target direct compensation.~~past practice for retiring executive officers. See the “Summary Compensation Table” on page 72 below.
~~2017~~
3
Mr. McDonogh’s received a pro-rated portion of the base salary disclosed in the table for the portion of the year he was employed by the company. In conjunction with his hiring, and to address compensation forfeited from his previous employer, his 2022 incentive award was guaranteed to be at least $5,000,000. See the “Summary Compensation Table” on page 72 below.
58     BNY Mellon  Ø   2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
2022 Incentive Awards
Under our “one decision” incentive structure, total incentive compensation is based on a single incentive award decision based on the balanced scorecard results and then delivered in the form of cash, PSUs and RSUs. One hundred percent
100% of the total incentive award is ~~conditional~~conditioned upon the company meeting a minimum funding requirement ~~and~~
100% of the total incentive award is subject to reduction or elimination based on aan individual risk ~~assessment.~~assessment
•
Incentive awards can range from 0% up to 150% of the individual’s target award
Minimum Funding Requirement
A common equity Tier 1 ratio of at least 8.5% was established as a minimum funding requirement for our incentive compensation. Payment of incentive compensation to any executive is conditioned upon ~~our~~ meeting this ~~goal.This~~goal.This threshold funding goal was met for 2022, with ~~an estimated~~a common equity Tier 1 ratio of ~~11.5%~~^*11.2% at December 31, ~~2017,~~2022, calculated under the ~~Standardized Approach.~~Advanced Approaches. See the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital” disclosure in our 2022 Annual Report to stockholders for a discussion of the capital requirements applicable to the company.
Executive Scorecard
The HRC Committee uses a scorecard approach to make incentive compensation determinations. Incentive awards are paid out in a combination of cash, RSUs (which vest in equal installments over three years) and PSUs (earned between 0% – 150% of the number of PSUs granted based on the achievement of performance metrics and cliff vest at the end of the three-year performance period). The scorecard includes a corporate component and an individual modifier, enabling the HRC Committee to comprehensively analyze both corporate and individual executive performance using quantitative and qualitative metrics, as appropriate. Both the corporate component and the individual modifier are used to determine an executive’s cash and RSU incentive awards, but the grant value of the PSU incentive award is solely determined by the individual modifier. This approach to determining the PSU incentive award is intended to ensure that an executive’s award potential will be primarily based on individual performance, which focuses our executives on long-term results and strengthens the competitiveness of our overall compensation framework. The PSU earnout is determined based on pre-established ROTCE and relative TSR metrics over a three-year performance period. The overall payout under the scorecard approach cannot exceed 150%.
Specifically, the scorecard used by the HRC Committee incorporates the following elements:

^* ~~For~~•
Corporate Component. The corporate component is based on objective company-wide performance metrics that are designed to drive achievement of near-term business strategies. The HRC Committee establishes the applicable metric or metrics at the start of the performance period and has discretion to consider other factors to obtain a ~~reconciliation~~holistic picture of the company’s performance (additional detail on the factors considered is provided below). Consistent with its approach to the 2021 scorecard design, the HRC Committee based 100% of the 2022 corporate component on OEPS, which the HRC Committee believes appropriately emphasizes company-wide performance and ~~explanation~~organic earnings per share growth through revenue growth, expense discipline, and prudent capital management. The corporate component is used to determine the cash and RSU incentive awards along with the individual modifier as described below.
•
Individual Modifier. The individual modifier provides the HRC Committee an opportunity to recognize and differentiate individual actions and contributions in determining cash and RSU awards and PSU grants. In February 2022, the HRC Committee approved strategic, talent, leadership, and ESG goals for purposes of ~~thisnon-GAAP~~ ~~measure see Annex A.~~determining the individual modifier for each NEO to determine cash and RSU incentive awards (in conjunction with the corporate component) and PSU incentive awards. Executive Committee member bonuses and incentives are also informed by performance against DEI goals. See “Oversight of Environmental, Social and Governance Matters – Spotlight on Diversity, Equity and Inclusion” on page 35.
•
Risk Assessment. The HRC Committee has the discretion to reduce the corporate component based on the aggregate risk assessment for the Executive Committee, and to reduce an individual modifier and/or a total incentive award in consideration of the individual’s risk assessment, as described in the “Risk Assessment” section on page 61.

BNY Mellon  Ø   2023 Proxy Statement     ~~2018 Proxy Statement~~     3959
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~Balanced Scorecard~~
We use a “balanced scorecard” approach for our incentive compensation determinations. Our approach is designed to be a comprehensive analysis of corporate and individual performance determined based on quantitative metrics as appropriate, but with considerable discretion by the HRC Committee. Our balanced scorecard provides for the following:
~~Corporate Component.~~ The corporate component of the balanced scorecard is based on a single set of objective company-wide performance metrics that are designed to drive achievement of near-term business strategies. The HRC Committee establishes the applicable metric or metrics at the start of the performance period and has discretion to consider other factors to obtain a holistic picture of our performance.
~~Individual Component (including business unit component where applicable).~~ ~~The individual component of the balanced scorecard focuses on individual performance and consists of (1) a business unit goal (as applicable) based onpre-tax~~ ~~income of the specific business unit for which the individual is responsible and (2) an individual modifier to recognize and differentiate individual actions and contributions in final pay decisions.~~
The HRC Committee determines the corporate component payout and the business unit payout, then applies the individual modifier to increase or decrease the total incentive award by up to ±25%. Finally, the HRC Committee has the discretion to reduce an individual’s corporate component, individual component and/or total incentive award based on an assessment of the individual’s risk profile, as described on page 46. Incentive awards, including the effect of the individual modifier, can range from 0% up to 150% of the individual’s target award.
As illustrated below, incentive awards are paid out in a combination of cash, PSUs (earned between 0% – 150% based on the achievement of performance metrics over a three-year performance period) and RSUs deferred over three years. Percentages in the graphic below reflect Mr. Hassell’s and Mr. Scharf’s target incentive awards. For our other named executives, incentive awards are generally paid 30% in cash, 45% in PSUs and 25% in RSUs. Mr. Hassell’s incentive award was paid 25% in cash and 75% in RSUs in light of his retirement effective December 31, 2017. This treatment is consistent with past practice for other retiring executives, who receive RSUs in lieu of their PSU component. As described below on page 55, in connection with his termination of employment effective December 31, 2017, Mr. Shea’s target incentive award was reduced by 45% and his actual incentive award was paid 30% in cash and 70% in RSUs. Ms. Engle’s incentive award was paid 50% in cash, 25% in PSUs and 25% in RSUs, as determined in connection with her commencement of employment.
* In calculating the number of PSUs and RSUs to grant, the HRC Committee divided the value of PSUs and RSUs awarded by $57.23, the average closing price of our common stock on the NYSE for the 15 trading days from January 12, 2018 through February 2, 2018, to mitigate the impact of short-term volatility in our stock price (with the exception of Mr. Scharf’s~~sign-on~~ ~~PSUs,pre-granted~~ ~~PSUs andpre-granted~~ RSUs, the number of which was determined by dividing the value of PSUs and RSUs awarded by $47.74, the average closing price of our common stock on the NYSE for the 25 trading days from May 12, 2017 through June 16, 2017).
For Messrs. Scharf, Hassell and Gibbons and Ms. Engle, the corporate component weighting was 100%. For Messrs. Shea and Harris, the corporate component and business unit were weighted equally (50% each).
40     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
Individual Target Award Corporate Component Payout Percentage Weighting Business Unit Payout Percentage (if applicable) Weighting Individual Modifier Incentive Award Risk Assessment Cash 25% PSUs 50%* RSUs 25%*
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

Corporate Component
The corporate component metrics are reviewed annually by the HRC Committee to select a measure or set of measures that align with our strategy and are appropriate for measuring annual performance. The same corporate component metrics and goals apply to each ~~named executive officer.~~ NEO for purposes of calculating their cash and RSU incentive awards, as applicable.
In February ~~2017,~~2022, the HRC Committee determined to ~~focus management on OEPS to reinforce our~~maintain management’s focus on company-wide performance, including driving ~~quality earnings~~organic growth, which we believe is ~~the~~ key to ~~ensure~~optimize both revenue and ~~costs are optimized.~~costs. Organic growth emphasizes the expansion of our business independent of external factors. As a result, the HRC Committee ~~established~~maintained OEPS as the sole corporate component metric ~~weighted 100%,~~for determining cash and ~~eliminated adjusted operating leverage (previously weighted 25%) as a corporate component metric.~~RSU incentive awards. The HRC Committee ~~retains discretion to~~may also consider other factors (including, for example, our performance relative to our peers, market conditions, relative TSR and interest rate environment) ~~in determining the earnout within the OEPS earnout range and also~~ in determining the overall corporate component payout.
OEPS. In February 2022, the HRC Committee established the guidelines below for a range of incentive payouts based on the company’s 2022 annual business plan. The guidelines for 2022 continue to provide for a 100% earnout for meeting the annual business plan, with symmetrical upside and downside based on actual performance relative to plan. As approved by the HRC Committee for purposes of the corporate component metric, OEPS is defined as reported earnings per share excluding merger and integration, restructuring and litigation ~~expense~~expenses and other ~~significant, unusual items considered by the~~notable items. The HRC Committee, in its ~~discretion. Our 2017~~discretion, may also adjust OEPS ~~budget was set at $3.48~~for the unplanned impact of market and other items in February 2017, the HRC Committee established the guidelines below for a range of incentive payouts. These guidelines include the intended upside and downside leverage, which is the amount by which each percentage point difference between our budgeted and actual OEPS is magnified to determine the OEPS earnout portion ofdetermining the corporate ~~component.~~component modifier.
Corporate Component Grid

~~OEPS~~
~~Percent of Budget ($3.48)~~ ~~Earnout Range as a~~
~~Percent of Target~~ ~~Intended Leverage~~
~~> $4.18~~
~~> 120%~~ ~~150%~~
~~$3.48 – $4.18~~
~~100% – 120%~~ ~~100% – 150%~~ ~~3:1~~
~~$2.96 – $3.48~~
~~85% – 100%~~ ~~40% – 110%~~ ~~4:1~~
~~< $2.96~~
~~< 85%~~ 0%
~~HRC Committee Determinations.~~ Our actual 2017 OEPS was $3.57 and 2.6% above our operating budget, resulting in an earnout range of 100% to 150% per the guidelines shown above. The HRC Committee calculated an earnout of 107.8%, which reflected an earnout of 3 percentage points above target for each percentage point by which actual 2017 OEPS exceeded our operating budget (consistent with our intended leverage shown above).
~~After determining that thepre-established~~ ~~objective performance metric yielded a corporate component earnout of 107.8%, the HRC Committee then exercised its discretion to review the following factors with respect to our 2017 performance:~~
~~Above-budget OEPS results were driven by higher equity market performance and a lower effective tax rate.~~
• ~~TSR results relative to the S&P Financials Index over a 1, 3 and5-year~~ ~~period were at the 49~~^th~~, 53~~^rd ~~and 62~~^nd ~~percentiles, respectively, and TSR results relative to peers over a 1, 3 and5-year~~ ~~period were at the 41~~^st~~, 41~~^st ~~and 41~~^st ~~percentiles, respectively.~~
• ~~EPS growth results relative to the S&P Financials Index and peers over a 1-year period were at the 62~~^nd ~~and 75~~^th ~~percentiles, respectively, at the time the HRC Committee made its determination (and based on final results with all companies reporting, were at the 56~~^th ~~and 65~~^th ~~percentiles, respectively).~~
~~BNY Mellon~~ ~~2018 Proxy Statement~~     41
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Notwithstanding actual 2017 OEPS results that yielded a corporate component of 107.8% based solely on objective performance metrics, the HRC Committee determined to limit the corporate component payout to 100% to reflect that 2017 earnings were driven by higher equity market performance and a lower effective tax rate.

~~Objective Performance Metric~~Operating EPS

% of 2022 Plan OEPS of $4.80

Earnout Range as % of Target
~~Earnout Based on Objective Performance Metric:~~
> $5.52

~~107.8%~~
> 115% 150%
~~Discretionary Factors~~
~~• OEPS results driven by higher equity market performance and lower effective tax rate~~
~~• Median multi-year TSR performance relative to the S&P Financials Index and peers~~
~~• 1-year EPS growth relative to the S&P Financials Index and peers at or above median~~
~~Actual Corporate Component Payout:~~
$4.08 – $5.52
   85% – 115% 50% – 150%
< $4.08
~~100%~~
< 85% 0%
HRC Committee Determinations
Year-over-year, OEPS increased 8% from $4.24 in 2021 to $4.59 in 2022. Consistent with historical practice and as established in the 2022 annual business plan, the HRC Committee considers adjustments to the OEPS results to limit certain external market factors from having an outsized impact on the value of incentive award grants. In considering the company’s performance in 2022, the HRC Committee continued its practice of retaining 25% of the impact of equity and fixed-income market levels on OEPS, regardless of whether the adjustment results in an increase or decrease of OEPS. The adjustment resulted in increasing OEPS for purposes of the corporate component to $5.09, relative to the business plan target of $4.80, corresponding to an earnout of 121% of target. The HRC Committee determined to decrease the final earnout in its discretion to 110% based on its comprehensive assessment of corporate performance and the macroenvironment in 2022.
Individual ~~Component (Business Unit Payout and Individual Modifier)~~Modifier
In February ~~2017,~~2022, the HRC Committee approved goals for purposes of determining the~~pre-tax~~ ~~income goal~~ individual modifier for each ~~business unit~~NEO to determine cash and ~~determined to apply~~RSU incentive awards (in conjunction with the ~~same payout range guidelines~~corporate component) and ~~the same intended leverage ratios as those applicable~~PSU incentive awards. The goals are tailored and relate to the ~~corporate component, as set forth above. The HRC~~business function of the NEO and also include individual goals related to leadership, talent and succession, and ESG initiatives. Executive Committee ~~approved~~member bonuses and ~~recommended to the Board individual modifier strategic~~incentives are also informed by performance against DEI goals. See “Oversight of Environmental, Social and ~~leadership objectives for Mr. Hassell in February 2017~~Governance Matters – Spotlight on Diversity, Equity and for Mr. Scharf in August 2017, and approved individual modifier strategic and leadership objectives for Ms. Engle in August 2017. For our other named executive officers, the HRC Committee approved individual modifier strategic and leadership objectives, which were set by Mr. Hassell after discussion with the HRC Committee, in February 2017.Inclusion” on page 35. None of the individual ~~strategic and leadership objectives~~goals had any specific weighting; the ~~objectives~~goals are intended to be used, together with other information the HRC Committee determines to be relevant, to develop a holistic evaluation of individual performance.
In December ~~2017,~~2022, January 2023 and February 2023, the HRC Committee reviewed and considered each ~~named executive officer’s~~NEO’s performance, including ~~considering~~self-assessments and recommendations and performance ~~summaries~~assessments from ~~both Mr. Scharf and Mr. Hassell~~our CEO for each of the other ~~named executive officers.~~NEOs. In the first quarter of ~~2018,~~2023, the HRC Committee determined each NEO’s individual modifier. For Mr. Vince and Mr. Gibbons, the HRC Committee evaluated ~~2017 business unit~~their performance and determined each named executive officer’s individual modifier. For each of Mr. Scharf and Mr. Hassell, the HRC Committee reviewed his performance self-assessment, obtained feedback from each independent director, and finalized its decision after reporting its preliminary evaluation to the other independent directors and soliciting their input. For each of the other named executive officers, the HRC Committee reviewed his or her performance self-assessment, considered the December 2017 feedback from Mr. Scharf and Mr. Hassell, and finalized its decision after soliciting input from the other independent directors.

4260     BNY MellonØ   ~~2018~~  2023 Proxy Statement
~~2017 OEPS Budget Threshold $2.96 Target $3.48 Maximum $4.18 Potential Earnout (as % of target) 100%–150% Intended Leverage 3:1 2017 OEPS Performance $3.57~~
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~In determining the individual component for Mr. Scharf, the HRC Committee considered the following key results:~~
~~Strategic:~~ met EPS target; achieved smooth transition into CEO and Chairman roles, including quickly developing collaborative relationships with key stakeholders; designed and implemented management process changes and restructured Executive Committee to increase efficiencies and client focus
~~Leadership:~~ ~~emphasized culture of growth and innovation; continued enhancing ourperformance-based~~ ~~culture; advanced our technology and risk management agendas; communicated regularly with employees globally to reinforce cultural and business goals and ensure transparency during transitional period~~
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 100% for Mr. Scharf.~~
~~The HRC Committee then granted Mr. Scharf 25% of his total target incentive award,pro-rated~~ to reflect the time period in 2017 that he was employed by us, in the form of cash. The HRC Committee also granted Mr. Scharf 50% of the PSU component of his target incentive compensation (based on target performance). The remaining 50% of the PSU component of his target incentive award and the entire RSU component of his target incentive award were~~pre-granted~~ ~~upon his commencement of employment, as described on page 35.~~
~~In determining the individual component for Mr. Hassell, the HRC Committee considered the following key results:~~
~~Strategic:~~ met EPS target; led evaluation of Asset Management boutiques, and developed and implemented strategic improvement plan; and successfully enhanced risk management with respect to operations, regulatory matters and technology systems
~~Leadership:~~ effected a smooth transition of CEO and Chairman roles to Mr. Scharf; continued progress in developing leadership team pipeline; continued enhancing our performance-based culture by refining the structures and processes that reward performance; and demonstrated continuing commitment to providing superior client experience as a business driver
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 100% for Mr. Hassell.~~
~~The HRC Committee then granted Mr. Hassell 25% of his total incentive award in the form of cash and, in light of his retirement effective December 31, 2017, 75% in the form of RSUs.~~
~~BNY Mellon~~ ~~2018 Proxy Statement~~     43
[100% corporate component payout × 100% weighting] × 100% individual modifier = 100% of target earned [100% corporate component payout × 100% weighting] × 100% individual modifier = 100% of target earned
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~In determining the individual component for Mr. Gibbons, the HRC Committee considered the following key results:~~
~~Strategic:~~ met EPS target; initiated numerous use cases to explore potential benefits of fintech innovations and client experience improvements; completed process implementations to enhance enterprise reliability, resiliency and recoverability; implemented strategy and models to maximize risk-adjusted return
~~Leadership:~~ advanced achievement of long-term corporate social responsibility goals; demonstrated continued commitment to advancing our diversity and inclusion agenda and developing a more robust leadership team pipeline
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 102% for Mr. Gibbons.~~
~~The HRC Committee then granted Mr. Gibbons 30% of his total incentive award in the form of cash, 45% in the form of PSUs and 25% in the form of RSUs.~~
~~In determining the individual component for Mr. Shea, the HRC Committee considered the following key results:~~
~~Business Unit Payout:~~ ~~Our 2017 budgetedpre-tax~~ ~~income for the investment services business unit was $4.240 billion and, in February 2017, the HRC Committee established the guidelines below:~~
~~Percent of Budget~~
~~($4.240 billion)~~
~~Payout Range~~
~~as a Percent of Target~~
~~> 120%~~
~~150%~~
~~100% – 120%~~
~~100% – 150%~~
~~85% – 100%~~
~~40% – 110%~~
~~< 85%~~
0%
Our actual achievement was $4.207 billion, representing 99% of budget, resulting in a payout range of 40% to 110%. The HRC Committee determined that a business unit payout percentage of 96% was appropriate.
~~Strategic:~~ ~~year-over-year growth in revenue andpre-tax~~ income was below budget; drove improvements to bolster strategic growth; advanced initiatives to improve business line performance; achieved below-plan results on strategic platform investments; underperformed relative to peers with respect to assets under custody/administration and fee growth
~~Leadership:~~ implemented talent management tools and processes to develop a robust leadership team pipeline; continued to advance our risk management agenda; continued progress towards achieving long-term corporate social responsibility goals
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 100% for Mr. Shea.~~
The HRC Committee reduced Mr. Shea’s total target incentive award by 45% and then granted him his actual incentive award 30% in the form of cash and 70% in the form of RSUs, as described below on page 55.
44     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
~~[100% corporate component payout × 50% weighting + 96% business unit payout × 50% weighting] × 100% individual modifier = 98% of target earned~~
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

Risk Assessment
In ~~determining the individual component for Mr. Harris,~~connection with its incentive compensation determinations, the HRC Committee ~~considered the following key results:~~
~~Business Unit Payout:~~ ~~Our 2017 budgetedpre-tax~~ ~~income~~assesses individual risk for ~~the investment management business unit was $1.105 billion and, in February 2017, the HRC Committee established the guidelines below:~~
~~Percent of Budget~~
~~($1.105 billion)~~
~~Payout Range~~
~~as a Percent of Target~~
~~> 120%~~
~~150%~~
~~100% – 120%~~
~~100% – 150%~~
~~85% – 100%~~
~~40% – 110%~~
~~< 85%~~
0%
Our actual achievement was $1.236 billion, representing 112% of budget, resulting in a payout range of 100% to 150%. The HRC Committee determined that a business unit payout percentage of 116.5% was appropriate.
~~Strategic:~~~~year-over-year growth in revenue andpre-tax~~ operating income was above budget; outperformed peers in operating income growth; achieved above-target improvement in operating margins, albeit remaining low relative to peers; improved profitability profile of investment management; initiated restructuring of U.S. boutiques to enhance client experience, innovation and performance; evaluated opportunities to improve profitability of current initiatives; led development of improved technology system for Wealth Management
~~Leadership:~~ accelerated progress in developing a leadership team pipeline; demonstrated continued commitment to advancing our diversity and inclusion agenda; continued to advance our risk management agenda; continued progress towards achieving long-term corporate social responsibility goals
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 110% for Mr. Harris.~~
~~The HRC Committee then granted Mr. Harris 30% of his total incentive award in the form of cash, 45% in the form of PSUs and 25% in the form of RSUs.~~
~~In determining the individual component for Ms. Engle, the HRC Committee considered the following key results:~~
~~Strategic:~~ developed and led implementation of new operating model for Technology; conducted holistic evaluations of our cyber capabilities and Technology to inform our technology agenda; created infrastructure and data center strategies to enhance resiliency and improve cyber capabilities; improved execution and efficacy of digital investment platform
~~Leadership:~~ implemented talent management tools and processes to develop a robust leadership team pipeline; demonstrated commitment to advancing our diversity and inclusion agenda; continued to advance our risk management agenda; continued progress towards achieving long-term corporate social responsibility goals; achieved smooth transition into role, including quickly developing collaborative relationships with key stakeholders
~~Based on the above strategic and leadership results, the HRC Committee approved an individual modifier of 100% for Ms. Engle.~~
~~The HRC Committee then granted Ms. Engle 50% of her total incentive award in the form of cash, 25% in the form of PSUs and 25% in the form of RSUs.~~
~~BNY Mellon~~ ~~2018 Proxy Statement~~     45
~~[100% corporate component payout × 50% weighting + 116.5% business unit pwayout × 50% weighting] × 110% individual modifier = 119% of target earned~~
~~[100% corporate component payout × 100% weighting] × 100% individual modifier = 100% of target earned~~
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~2017 Incentive Award Payouts~~
~~Based on the corporate component and individual component determinations described above, the actual value of incentive compensation awarded to~~ each ~~of our named executives in respect of 2017 was as follows:~~



Incentive Compensation

   Total
Incentive
Compensation    Total
  Incentive as % of
Target
   Cash    PSUs    RSUs
Scharf
   $1,754,000    $7,625,000    $1,754,000    $11,133,000⁽¹⁾    100%⁽²⁾
Hassell
   $3,500,000    $—⁽³⁾    $10,500,000    $14,000,000    100%
Gibbons
   $1,943,100    $2,914,650    $1,619,250    $6,477,000    102%
Shea
   $1,188,495    $—⁽⁴⁾    $2,773,155    $3,961,650    98%
Harris
   $2,626,155    $3,939,232    $2,188,463    $8,753,850    119%
Engle
   $2,350,000    $1,175,000    $1,175,000    $4,700,000    100%
~~(1)~~ ~~Does not include Mr. Scharf’s $7,625,000 award ofsign-on~~ ~~PSUs, which were aone-time~~ ~~award granted in connection with his commencement of employment on July 17, 2017.~~
~~(2)~~ ~~Mr. Scharf’s 2017 incentive compensation was earned at 100% of target, and the cash and RSU components werepro-rated~~ ~~to reflect the time period in 2017 that he was employed by us.~~
~~(3)~~ ~~In connection with his retirement effective December 31, 2017, Mr. Hassell’s incentive award was paid 25% in cash and 75% in RSUs.~~
~~(4)~~ In connection with his termination of employment effective December 31, 2017, Mr. Shea’s target award was reduced by 45% and his total incentive award was paid 30% in cash and 70% in RSUs, as described below on page 55.
~~Risk Assessment~~
~~We use a risk scorecard~~NEO to formally connect our NEOs’ compensation ~~and~~with appropriate levels of risk-taking. The risk ~~scorecard~~assessment takes into account liquidity, operational, reputational, market, credit and technology risk categories by measuring:

maintenance of an appropriate compliance program, including adhering to our compliance rules and programs;

protection of the company’s reputation, including reviewing our business practices ~~to ensure that they comply~~for compliance with laws, regulations and policies, and that business decisions are free from actual or perceived conflicts;

management of operational risk, including managing operational losses and maintaining proper controls;

compliance with all applicable credit, market and liquidity risk limits, including understanding and monitoring risks associated with relevant businesses and new client acceptance, as well as appropriately resolving or escalating risk issues to minimize losses; and

meeting the company’s Internal Audit expectations, including establishing an appropriate governance culture, achieving acceptable audit results and remediating control issues in a timely manner.
The ~~HRC Committee’s review of the~~ risk ~~scorecard~~assessment results ~~for each named executive was~~were taken into account by the HRC Committee in determining ~~each~~the individual modifier elements of the ~~corporate and individual components of~~executive scorecard, as well as the ~~balanced scorecard.~~total incentive award. The HRC Committee has the ability to reduce or fully eliminate ~~the~~an NEO’s incentive award if the executive’s risk ~~scorecard~~assessment result is significantly below ~~expectation. No downward adjustments were made for 2017.~~
~~Reduction or Forfeiture in Certain Circumstances~~
The company may cancel all or any portion of the RSUs and PSUs that constitute a portion of our named executives’ incentive award if, directly or indirectly, the named executive (1) engages, or is discovered to have engaged, in conduct that is materially adverse to the company’s interests during his or her employment, (2) violates certain~~non-solicitation~~ or~~non-competition~~ restrictions during his or her employment and for a certain period thereafter, (3) violates any post-termination obligation or duties owed to the company or (4) has received, or may receive, compensation that is required to be forfeited and/or repaid to the company pursuant to applicable regulatory requirements.expectations. In addition, in the event that the ~~named executive’s~~NEO’s risk ~~scorecard~~assessment rating is lower than our acceptable risk tolerance, any previously awarded but unvested RSUs and PSUs will be subject to review and potential forfeiture, as determined by ~~our~~the HRC Committee. The corporate component earnout can also be reduced based on the aggregate risk assessment results of the Executive Committee. No downward adjustments were made to any NEO’s incentive award for 2022 as a result of the risk assessment, and no unvested awards previously granted were forfeited. No downward adjustment was made to the corporate component as a result of the aggregate risk assessment results.
BNY Mellon  Ø   2023 Proxy Statement     61
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
NEO Performance Results and Pay Outcomes
The following tables highlight key performance results for each continuing NEO and the HRC Committee’s corresponding individual modifier determinations and overall incentive compensation awards.
Key Results
Individual
Modifier
Robin Vince
President and Chief Executive Officer
• Successful execution of CEO succession plan
• Skilled performance of additional responsibilities as President and CEO-Elect from March through August
• Significantly exceeded expectations in transition to CEO role, including:
• Heightened engagement from day one of transition with employees, Board, regulators, clients and investors globally
• Thorough review of businesses and functions to develop client-centric growth strategies, disciplined capital allocation and operational plans and milestones to allow for disciplined execution to drive improved financial performance
• Continued investments in growth (leading with innovation such as RTP, Digital Assets, Pershing X), efficiency and resilience
• Heightened focus on additional efficiencies to free up resources for continued investments to drive higher profitability
• Renewed emphasis on the theme of “Commerciality” – to deliver client solutions with the firm’s unique portfolio of businesses
• BNY Mellon named to two new lists: Newsweek’s America’s Most Responsible Companies and Barron’s Top 100 Most Sustainable Companies
• Launched a series of internal communication channels to bolster all-employee alignment, transparency, and enthusiasm
• Implemented the BK Shares program, a broad-based equity program to help position all employees to share in the company’s growth and align with stockholder interests
125 %
Based on a corporate component of 110% and an individual modifier of 125%, Mr. Vince was awarded $3,557,540 in cash and $3,557,540 in RSUs. Based on an individual modifier of 125%, Mr. Vince was awarded $6,468,254 in PSUs for a total incentive award of $14,500,000.
Key Results
Individual
Modifier
Emily H. Portney
Senior Executive Vice President and Chief Financial Officer
• Managed the company’s balance sheet, capital, and liquidity position in a rapidly evolving environment
• Led a firmwide productivity and efficiency program, which identified significant opportunities now embedded in business plans
• Continued to maintain strong risk discipline, advancing first line of defense programs, and reducing manual processes
• Enhanced ESG reporting rigor by expanding the oversight and disclosure processes
• Improved diverse representation of lead managers for our bank issuance activity; cultivated development opportunities for rising leaders
• Launched a Global Finance Leadership Program for campus recruits to strengthen junior talent pipeline
• Successfully worked with Mr. McDonogh to begin on the transition of the Chief Financial Officer role
110 %

4662     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

~~Outstanding~~Based on a corporate component of 110% and an individual modifier of 110%, Ms. Portney was awarded $1,960,200 in cash and $1,960,200 in RSUs. Based on an individual modifier of 110%, Ms. Portney was awarded $2,376,000 in PSUs for a total incentive award of $6,296,400.
Key Results
Individual
Modifier
Bridget E. Engle
Senior Executive Vice President and Head of Operations and Technology
• Successfully completed a 5-year Enterprise Resiliency Program
• Achieved 100% of BNY Mellon activation on Trusted Access platform
• Significant progress on data strategy, identifying cost savings across the global operations and technology group
• Delivered the foundational program to achieve operational efficiency and scalability
• Continued development of technology solutions for new and existing clients, including delivering a leading data platform and a transaction settlement fails Machine Learning model
• Delivered a robust employee engagement program and made progress on diversity priorities
• Progressed on goals to continue to drive paper reduction and reduce carbon footprint
• Significantly increased the overall campus recruiting pipeline, with a focus on diverse talent
105 %
Based on a corporate component of 110% and an individual modifier of 105%, Ms. Engle was awarded $2,217,600 in cash and $2,217,600 in RSUs. Based on an individual modifier of 105%, Ms. Engle was awarded $2,688,000 in PSUs for a total incentive award of $7,123,200.
Key Results
Individual
Modifier
Roman Regelman
Senior Executive Vice
President, CEO of Asset Servicing, Issuer Services and Digital
• Navigated challenging global environment with distinctive client service that led to new commercial opportunities
• Expanded role and successfully integrated Asset Servicing, Issuer Services and Digital with increased momentum for client opportunities and service quality
• Increased business operating leverage focusing on client commerciality and introduced enhanced processes to effectively manage expenses; co-sponsored multiple cross enterprise initiatives focused on firmwide productivity and efficiency
• Successfully led the launch of the first multi-asset platform by a G-SIFI for traditional and digital assets; developed learning opportunities for clients and employees expanding broad digital knowledge
• Co-sponsored firmwide ESG oversight and BNYM policy development
• Sponsored firmwide employee resource group (IMPACT) fostering a workplace that values cultural diversity and differences
• Expanded People Experience program focused on diversity, equity and inclusion driving culture change across all levels of the organization; focused on retention and development
110 %
Based on a corporate component of 110% and an individual modifier of 110%, Mr. Regelman was awarded $1,960,200 in cash and $1,960,200 in RSUs. Based on an individual modifier of 110%, Mr. Regelman was awarded $2,376,000 in PSUs for a total incentive award of $6,296,400.
BNY Mellon  Ø   2023 Proxy Statement     63
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
Key Results
Individual
Modifier
Dermot McDonogh
Senior Executive Vice
President
• Successfully partnered with Ms. Portney to transition CFO responsibilities
• Commenced onboarding by meeting with various key internal and external stakeholders
• Initiated strategic review of financial operations
100 %
Based on a corporate component of 110% and an individual modifier of 100%, Mr. McDonogh was awarded $1,650,000 in cash and $1,650,000 in RSUs. Based on an individual modifier of 100%, Mr. McDonogh was awarded $2,000,000 in PSUs for a total incentive award of $5,300,000.
Former CEO Compensation
Consistent with past practice for executive officers who retire, Mr. Gibbons was not awarded any PSUs. As a result, his incentive was delivered 25% in cash and 75% in RSUs. Mr. Gibbons was awarded $2,429,166 in cash and $7,287,500 in RSUs. In determining Mr. Gibbons’ award, the HRC Committee considered Mr. Gibbons’ performance while he served as CEO, including fostering a smooth succession.
Reduction, Forfeiture or Clawback in Certain Circumstances
The company may cancel or claw back all or any portion of the RSUs and PSUs 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. For more information on these forfeiture and recoupment policies, see page 69.
Awarded 2022 Total Direct Compensation
Based on the corporate component and individual modifier determinations described above, the total direct compensation awarded to each of our NEOs with respect to 2022 performance is provided in the table below. The amounts reported as Awarded Total Direct Compensation differ substantially from the amounts determined under SEC rules as reported for 2022 in the “Total” column of the “2022 Summary Compensation Table” set forth on page 72. The table below is not a substitute for the “2022 Summary Compensation Table.” Equity awards made in February 2023 based on 2022 performance results will be reported in the Summary Compensation Table in the 2024 Proxy Statement.
Named Executive Officers
   Awarded
Salary    Awarded
Incentive Compensation
Awarded Total
Direct
Compensation



Cash


RSUs⁽¹⁾


PSUs⁽¹⁾

Robin Vince
President and Chief Executive Officer
   $ 916,667    $ 3,557,540    $ 3,557,540    $ 6,468,254    $ 14,500,000
Thomas P. “Todd” Gibbons
Former Chief Executive Officer
   $ 1,041,667    $ 2,429,166    $ 7,287,500    —    $ 10,758,333
Emily H. Portney
Senior Executive Vice President and Chief Financial Officer
   $ 600,000    $ 1,960,200    $ 1,960,200    $ 2,376,000    $ 6,896,400
Bridget E. Engle
Senior Executive Vice President and Head of Operations and Technology
   $ 600,000    $ 2,217,600    $ 2,217,600    $ 2,688,000    $ 7,723,200
Roman Regelman
Senior Executive Vice President, CEO of Asset Servicing, Issuer Services and Digital
   $ 600,000    $ 1,960,200    $ 1,960,200    $ 2,376,000    $ 6,896,400
Dermot McDonogh
Senior Executive Vice President
   $ 100,000    $ 1,650,000    $ 1,650,000    $ 2,000,000    $ 5,400,000
(1)
PSUs are earned between 0% – 150% based on the achievement of performance metrics over the 2023 – 2025 performance period. RSUs vest in equal installments over three years.
64     BNY Mellon  Ø   2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
Prior Year PSUs
As part of our incentive compensation program, we grant PSUs each year ~~based on prior-year performance. We consider PSUs granted during a given year~~ to ~~be part~~strengthen the alignment of executive compensation with stockholder interests and to motivate and reward achievement of long-term growth for the ~~prior year’s compensation; for example, we consider the February 2017 PSU grant to be part of 2016 earned compensation. Any earned~~company. PSUs cliff vest after the end of a three-year performance ~~periods~~period based on achievement of pre-determined performance metrics and continued service, with certain ~~exceptions.~~ exceptions, and earnout ranges between 0% – 150%.
The PSUs granted in ~~2015~~February 2020 were ~~earned at 114%, as described below. The PSUs granted in 2016 and 2017 are earned between 0% – 150%, in each case~~ based on ~~the achievement of performance metrics~~average adjusted revenue growth and operating margin over the applicable three-year performance period. Granting awards annually with overlapping, multi-year performance periods allows the HRC Committee to annually review and update, as appropriate, the structure and performance metrics that we use in our PSU program.
~~February 2017 PSUs,Sign-On~~ ~~PSUs andPre-Granted~~ ~~Incentive PSUs~~
~~PSUs granted in February 2017, the amounts of which were determined based on 2016 performance as discussed in last year’s proxy statement, are earned based on 2019 OEPS, with the potential of~~ a ~~negative risk modifier should risk-weighted assets (“RWA”) grow at an unacceptable rate. In July 2017, in connection with Mr. Scharf’s appointment as CEO, the HRC Committee granted him asign-on~~ ~~award of PSUs and 50% of the PSU component of his 2017 incentive compensation as described above in “Chairman and CEO Transition and Compensation” on page 35. Thesesign-on~~ ~~PSUs andpre-granted~~ ~~incentive PSUs are earned based on the same performance metrics and were granted with generally the same terms as the February 2017 PSUs.~~
~~To emphasize our focus on paying for performance, the HRC Committeepre-established~~ two sets of 2019 OEPS targets (one set for a “normalizing” rate scenario, where the daily average Fed target rate is greater than or equal to 125 basis points in 2019, and one set for an alternative “flat” rate scenario):

2019 OEPS in a “Flat” Rate Scenario


2019 OEPS in a “Normalizing”
Rate Scenario


Payout Range

> $4.11


> $4.25


150%

$3.99 – $4.11


$4.13 – $4.25


100% – 150%

$3.99


$4.13


100%

$3.87 – $3.99


$4.01 – $4.13


50% – 100%

< $3.87


< $4.01


0%

The actual percentage of PSUs that are earned will be determined in the HRC Committee’s discretion within the payout range set forth above. In addition, the percentage may be adjusted downward by a risk-based modifier should risk-weighted assets grow at an unacceptable rate during the three-year performance period ~~as set forth below:~~
~~Compound Annual Growth~~
~~Rate of RWA~~
~~Risk-Based Modifier~~
~~> 11%~~
~~0% – 75%~~
~~11% – 9%~~
~~75% – 100%~~
~~< 9%~~
~~100%~~
~~For 2017, our OEPS was $3.57 and~~(2020 – 2022). At the ~~three-year compound annual growth rate of our RWA was 2.24%.~~
~~BNY Mellon~~   ~~2018 Proxy Statement~~     47
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~Our outstanding PSU awards are illustrated below:~~

2015 2016 2017 2018 2019 2020 2021

February
2015 PSU
Award
Earned at 114% as described below
cliff vested
in 2018 based on
continued service

February
2016 PSU
Award

OEPS, with the potential of a negative risk modifier
should risk-weighted assets grow at an
unacceptable rate

cliff vests
in 2019 based on
continued service

February
2017 PSU
Award

OEPS, with the potential of a negative risk modifier
should risk-weighted assets grow at an
unacceptable rate

cliff vests
in 2020 based on
continued service

February
2018 PSU
Award

Average revenue growth and average operating margin
cliff vests
in 2021 based on
continued service

~~RWA is generally defined as, for each fiscal year, the simple average of the preceding fourquarter-end~~ ~~risk-weighted assets (estimated on a fullyphased-in~~ basis in Basel III using, for PSUs granted in 2015, the Advanced Approach, for PSUs granted in 2016, the higher of the Advanced or Standardized Approach, and for PSUs granted in 2017, the Standardized Approach) based on existing assumptions at the commencementend of the performance period, ~~and as reported in the company’s SEC filings.~~
~~February 2015 PSUs~~
As previously disclosed in our 2016 proxy statement, the PSUs granted in February 2015 were to be earned between 0% – 125% based on 2017 OEPS, with the potential of a negative risk modifier should RWA grow at an unacceptable rate. Consistent with our Investor Day goals, two sets of 2017 OEPS targets were~~pre-established~~ for these awards (one set for a “normalizing” rate scenario, where interest rates moved a minimum of 100 basis points during the three-year performance period, and an alternative set for a “flat” rate scenario). The HRC Committee applied targets under the “normalizing” rate scenario because interest rates rose 125 basis points during 2015 – 2017. Actual 2017 OEPS was $3.57, resulting in an earnout range of 75% to 125%. The terms of the 2015 PSUs provide that the percentage of the earned award will be determined in the HRC Committee’s discretion. Accordingly, the HRC Committee determined ~~it was appropriate~~adjusted average revenue growth and operating margin to ~~use a linear interpolation between 75%~~be $241 million and ~~125% (the minimum~~31.9%, respectively, and ~~maximum~~set the resulting earnout at 95% of target. Consistent with last year and with the ~~applicable earnout range) and calculated an earnout of 114%, without making any further discretionary adjustments. The~~award terms, the HRC Committee ~~then considered RWA, which~~adjusted for impacts from equity market, currency translation, interest rates and provision for credit losses.
Our PSU awards outstanding as December ~~2014 – December 2017 had a compound annual growth rate of 2.24%, resulting in no risk modifier being applied based on RWA growth. Accordingly, the February 2015 PSUs were earned at 114%.~~31, 2022 are summarized below:
~~February 2018~~2021 PSUs
~~The~~In February 2021, the HRC Committee determined that the ~~2018 PSUs~~2021 PSU earnout will be ~~earned~~ based on average ~~revenue growth (as adjusted)~~company ROTCE and ~~average operating margin (as adjusted)~~relative TSR over a three-year ~~period.~~ performance period (2021 – 2023).

2021 PSU Earnout Grid

Average
Annual ROTCE
(Weighted 70%)


Percent
Vested


TSR percentile
vs. Relative
Peer Group¹
(Weighted 30%)


Percent
Vested

Above 18.5%
   150% +    Above 75%    200%²
15.5% to 18.5%
   100% to 150%    50% to 75%    100% to 150%
12.5% to < 15.5%
   50% to < 100%    25% to < 50%    50% to < 100%
Less than 12.5%
   0%    Less than 25%    0%
1
Peer Group refers to the "TSR Peer Group", described on page 54.
2
Overall PSU earnout is capped at 150%.
2022 PSUs
In ~~connection with establishing~~February 2022, the HRC Committee determined that the 2022 PSU earnout will be based on average company ROTCE and relative TSR over a three-year performance period (2022 – 2024). Annually, the HRC Committee evaluates the performance ~~metrics for~~grid, which is calibrated to our growth and other performance expectations over the ~~2018~~next three years. With respect to the 2022 PSUs, the HRC Committee ~~considered~~determined to increase the ~~fact that OEPS had been used as the primary~~ROTCE performance ~~metric for the corporate component of the 2017 balanced scorecard~~grid at maximum, target, and ~~recognized that use of average revenue growth~~threshold by six and ~~average operating margin would introduce complimentary performance metrics that are consistent with the Company’s emphasis on organic growth over market-related factors.~~a half, five, and two percentage points, respectively.

2022 PSU Earnout Grid

Average
Annual ROTCE
(Weighted 70%)


Percent
Vested


TSR percentile
vs. Relative
Peer Group¹
(Weighted 30%)


Percent
Vested

Above 25.0%
   150% +    Above 75%    200%²
20.5% to 25.0%
   100% to 150%    50% to 75%    100% to 150%
14.5% to < 20.5%
   50% to < 100%    25% to < 50%    50% to < 100%
Less than 14.5%
   0%    Less than 25%    0%
1
Peer Group refers to the "TSR Peer Group", described on page 54.
2
Overall PSU earnout is capped at 150%.
Other Compensation and Benefits Elements
Retirement and Deferred Compensation Plans
~~After the merger in 2007, we assumed certain existing arrangements affecting the provision of retirement benefits to certain of our named executives, maintaining qualified andnon-qualified~~ ~~defined benefit and defined contribution plans in which eligible employees, including our named executives, may participate.~~ Our ~~named executives~~NEOs are eligible to participate in deferred compensation plans, which enable eligible employees to defer the payment of taxes on a portion of their compensation until a later date. To limit pension accruals, we froze all accruals
BNY Mellon  Ø   2023 Proxy Statement     65
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
under the Legacy BNY SERP as of December 31, 2014, and under our other U.S. defined benefit pension plans (including the BNY Mellon
48     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Tax-Qualified Retirement Plan and the Legacy BNY Excess Plan) as of June 30, 2015. For a description of these plans and our ~~named executive officers’~~NEOs’ participation therein, see ~~“Pension~~“2022 Pension Benefits” and ~~“Nonqualified~~“2022 Nonqualified Deferred Compensation” below. In connection with the 2007 merger of The Bank of New York Company and Mellon Financial Corporation, we assumed certain existing arrangements affecting the provision of retirement benefits, maintaining qualified and non-qualified defined benefit and defined contribution plans in which eligible employees, including Mr. Gibbons, our former CEO, participated.
Perquisites
Our ~~named executives~~NEOs are eligible to participate in company-wide benefit plans. In addition, we provide ~~certain~~limited benefits, consistent with market practices, that are reportable under SEC rules as perquisites (see footnotes to the “2022 Summary Compensation ~~Table~~Table” below).
Our policy regarding corporate aircraft usage provides that the CEO should make reasonable use of the company aircraft for security purposes and to make the most efficient use of his ~~time.~~time, including with respect to personal travel. The HRC Committee ~~receives and~~ reviews an aircraft usage report on a semi-annual basis.
~~Certain named executives have historically had access to~~ For security purposes and for the benefit of Mr. Vince’s time, the company provides a ~~pool~~driver, but does not provide a car, for business and commuting use by Mr. Vince. The company leased a car and provided a driver for business and commuting use by Mr. Gibbons while he was employed by the company and by other members of ~~company cars and drivers~~the Executive Committee for security purposes and ~~to allow~~ for ~~more effective use~~the benefit of ~~travel~~such executives’ time. ~~This~~The HRC Committee reviews car and driver ~~perquisite was available during 2017, but has been discontinued for 2018.~~
Additionally, under our charitable gifts matching program, in 2017 our named executive officers were eligible for an additional match of up to $30,000 above the level of charitable gift matching to which all of our employees are entitled. As of January 1, 2018, our named executive officers are no longer eligible for a charitable gift match.
~~Lastly, Messrs. Hassell and~~usage at least annually. Mr. Gibbons ~~are~~is covered by a legacy life insurance ~~plans~~policy assumed by the company in the 2007 merger.
Pay Practices
HRC Committee Role and Process
The HRC Committee is responsible for determining individual NEO compensation, helping to ensure that it is appropriately linked to performance and aligned with stockholders’ interests. Below is a summary of the process cycle undertaken by the HRC Committee to establish compensation targets, monitor performance and progress, and make final determinations regarding compensation for our NEOs.

~~BNY Mellon~~   ~~2018 Proxy Statement~~     49
LOGO
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Establish target amounts for that years incentive compensation Consider a variety of factors over multiple meetings, including our financial performance and data concerning peer companies executive compensation programs Factors are considered holistically, and no single factor has an assigned or specific quantifiable impact on the target compensation levels established by the HRC Committee Receive regular updates from management on corporate performance forecasts, regulatory and legislative developments, and other relevant matters Engage with management in rigorous review and monitor progress toward performance goals With assistance from the HRC Committees compensation consultant, review overall compensation structure, market compensation trends and other intelligence Report preliminary conclusions and decisions (and information used to arrive at such conclusions and decisions) on CEO compensation to the other independent members of our Board in executive session and solicit their input With respect to our other NEOs, advise the other independent directors regarding compensation decisions and the process used by the HRC Committee in making such decisions Review previous years corporate performance using a combination of financial and qualitative measures, as well as executives individual performance and achievement of established goals Determine and approve total incentive award amounts and grant PSU and RSU awards Determine payout for newly vested PSUs in accordance with the terms of such awards Approve base salary levels for current year Establish Targets (Q1) Monitoring and Accountability (year-long) Determine Awards (Q1 following year)
~~Pay Practices~~
Stakeholder ~~Engagement~~Feedback
We believe it is important to consider feedback and input from our stakeholders, including stockholders, employees, clients and the communities we serve.

We have consistently received support for our executive compensation program, with stockholder approval at our 2017, 2016 and 2015 Annual Meetings of 98%, 97% and 95%, respectively. We continue to actively engage with our stakeholders throughout the year (including webcasting our Annual Meeting to allow broader stockholder participation).
In total, in advance of our 2018 Annual Meeting and as a result of our annual outreach process, we reached out to investors representing over 47% of our outstanding common shares, and we actively engaged
with proxy advisory firms and other stakeholders on governance and performance matters. We further engaged stockholders and analysts at industry conferences, in meetings at our offices or at our stockholders’ offices, through conference calls and at our Investor Day conferences held on October 28, 2014 and March 8, 2018.
~~Key Compensation Practices~~
~~Our 2017 compensation program for the named executives has the following features:~~
~~Directly link pay to~~
~~performance~~
• ~~Incentive compensation is based on balanced scorecard results, including operating performance, and comprises about 92% of target total direct compensation~~
• ~~Incentive compensation deferred in the form of PSUs comprises 50% of target total incentive compensation for our CEO and generally comprises 45% for other continuing named executives~~
• ~~Incentive compensation deferred in the form of RSUs comprises 25% of target total incentive compensation for all our continuing named executives~~
~~Balanced approach   for incentive   compensation~~
• ~~Incentive compensation earned based on a combination of corporate and individual goals, including business unit goals, as applicable~~
• ~~Corporate component based on OEPS, with the HRC Committee retaining discretion to consider other factors (including performance relative to our peers)~~
• ~~Business unit goals use quantitative financial measures to establish a payout range~~
• ~~Individual modifier allows the HRC Committee to recognize and differentiate individual contributions~~
~~Promote long-term~~
~~stock ownership~~
• ~~Deferred equity (PSUs and RSUs) as a percentage of target total incentive compensation: 75% for our CEO and generally 70% for our other continuing named executives~~
• ~~Earned PSUs cliff vest after the end of a three-year performance period, and RSUs vest in equal installments over three years~~
• Our CEO must acquire and retain company stock equal to six times base salary, and other named executives must acquire and retain stock equal to four times base salary, plus an additional amount equal to one times base salary to provide a cushion against stock volatility
~~What we don’t do~~
• ~~No single-triggerchange-in-control~~ ~~benefits~~
• ~~No excessive severance benefits~~
• ~~No excessive perquisites or benefits~~
• ~~No taxgross-ups~~
• ~~No hedging or short sales of our stock~~
• ~~No dividend equivalents paid on unearned incentive PSUs or RSUs~~
• ~~No stock option grants~~

5066     BNY MellonØ   ~~2018~~  2023 Proxy Statement
~~98% of stockholders approved our 2017 say-on-pay proposal~~
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

~~HRC Committee~~ We have consistently received support for our executive compensation program, with 96% stockholder approval at our 2022 Annual Meeting of Stockholders and an average of 96% stockholder approval at our Annual Meetings of Stockholders during the prior four years. We continue to actively engage with our stakeholders throughout the year.
For direct stockholder feedback on our executive compensation framework and other issues of importance to our investors, we have continued our annual investor engagement process during 2022 and 2023, reaching out to investors representing over 65% of our outstanding common shares as well as proxy advisory firms and other stakeholders. See “Proactive Stockholder Engagement Program” on page 28 for additional information on our outreach.
Role ~~and Process~~of Compensation Consultants
~~In 2017,~~As discussed above on page 43, the HRC Committee led the search for, and recruitment of, Mr. Scharf as the successor to Mr. Hassell. In addition to overseeing our succession program, the HRC Committee also oversaw our executive compensation program. In the first quarter of 2017, for each named executive other than Mr. Scharf, the HRC Committee approved base salary levels; established target amounts for the 2017 incentive award to be earned or granted, as applicable, in the first quarter of 2018 based on 2017 performance; and granted the PSU and RSU components of awards earned for 2016 performance.
In setting 2017 compensation targets, the HRC Committee, assisted by its independent compensation consultant, considered a variety of factors over multiple meetings, including our financial performance and data concerning peer companies’ executive compensation programs. Factors were considered holistically, and no one factor had an assigned or specific quantifiable impact on the target compensation levels established by the HRC Committee.
In the third quarter of 2017, in connection with the appointment of Mr. Scharf as CEO, the HRC Committee approved his base salary; established his 2017 target total direct compensation; and granted certain of his equity awards (consisting of the~~sign-on~~ ~~PSUs,pre-granted~~ ~~incentive PSUs andpre-granted~~ ~~RSUs) to provide immediate alignment with our stockholders and the management team.~~
During the year, the HRC Committee received regular updates on performance forecasts versus performance goals, regulatory and legislative developments and other relevant matters. In the first quarter of 2018, the HRC Committee evaluated 2017 corporate performance, using a combination of financial and qualitative measures, as well as each named executive’s individual performance to make 2017 incentive compensation determinations as described above. During this period, the HRC Committee also determined the payout for PSUs granted in February 2015 in accordance with the terms of such awards, as described above.
The HRC Committee also provided each continuing named executive with incentive compensation targets for their 2018 incentive award, with the actual award amount to be determined in the first quarter of 2019 based on prior-year performance.
With respect to Mr. Scharf and Mr. Hassell, the HRC Committee reported its preliminary conclusions and compensation decisions, and information on the process used by the HRC Committee, to the other independent members of our Board in executive session and solicited their input prior to finalizing determinations. With respect to our other named executive officers, the HRC Committee also advised and discussed with the other independent directors compensation decisions and the process used by the HRC Committee.
~~Role of Compensation Consultants~~
~~Since February 2014, the HRC Committee has~~ retained ~~Compensation Advisory Partners LLC (“CAP”)~~Meridian as its independent compensation consultant. ~~CAP~~Meridian regularly attends HRC Committee meetings and assists the committee in its analysis and evaluation of compensation matters related to our ~~executive officers.~~executives. For more information on ~~CAP,~~Meridian and its role as independent compensation consultant to the HRC Committee, see page ~~29.~~43.
~~BNY Mellon~~   ~~2018 Proxy Statement~~     51
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Benchmarking

Benchmarking Peer Group

The HRC Committee and our management use a 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 companies with which we typically compete for executive talent and business. ~~In particular,~~Our 2022 peer group 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) ~~and other financial services companies with similar business models that operate in a similar regulatory environment;~~
• ~~relative size in terms of revenue, market capitalization and assets under management, as well as total assets and net income;~~
• ~~position~~viewed as competitors for customers and clients, executive talent and investment capital; and

• ~~global presence.~~size and scope—similar in 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)
~~Corporation~~Citigroup Inc. (C)
~~Franklin Resources,~~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)
~~Prudential Financial, Inc.~~
State Street Corporation (STT)
~~U. S.~~S&P Global Inc. (SPGI)
U.S. Bancorp
~~Wells Fargo & Company~~ (USB)
The ~~2017~~2022 peer group selected by the HRC Committee was ~~unchanged~~amended and expanded from ~~2016.~~2021 in consultation with the HRC Committee’s compensation consultant. The HRC Committee considered the mix of businesses and industries represented and determined to add companies in the asset management business and/or with an international presence, financial companies with a technology and/or analytical focus, and additional companies with whom we compete for talent. As a result, Ameriprise Financial, Inc., Citigroup Inc., Fidelity National Information Services, Inc., The Goldman Sachs Group, Inc., Intercontinental Exchange, Inc., and S&P Global Inc. were added to the 2022 peer group. Companies that were determined to be less comparable in terms of size, industry and/or ownership structure were removed: Franklin Resources, Inc., Prudential Financial, Inc., and Wells Fargo & Company. See page 54 for a discussion of the TSR Peer Group approved by the HRC Committee in 2022 for purposes of calculating relative TSR for purposes of determining the PSU earnout.
Compensation Benchmarking
Compensation information is collected from ~~the~~ peer group proxy statements to ~~provide data for~~assist the HRC Committee ~~to assess~~in assessing the competitiveness of ~~targeted~~target and actual compensation. Peer group information is also used to analyze market trends and compensation program practices. For certain ~~named executive officers,~~NEOs, data relating to the peer group is supplemented with industry data from surveys conducted by national compensation consulting firms and other data to assess the
BNY Mellon  Ø   2023 Proxy Statement     67
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
compensation levels and practices in the businesses and markets in which we compete for executive talent. Peer group data and other information provided to the HRC Committee by ~~CAP~~its compensation consultant was used by the HRC Committee as a consideration in setting ~~2017~~ target compensation levels for our ~~named executives.~~NEOs.
Financial Performance Benchmarking
The peer group is also used to provide the HRC Committee with relative financial performance assessments. The metrics reviewed include revenue growth, EPS growth, operating ~~leverage,~~margin, return on equity, and return on tangible common equity, as ~~well as~~applicable, and TSR on aone- and three-year ~~basis.~~basis (separate from the TSR Peer Group discussed on page 54). This analysis provides additional context for the HRC Committee in ~~their~~its review of compensation outcomes as well as compensation program design. When making annual compensation determinations for prior year performance, the HRC Committee reviews additional relative performance metrics as part of their considerations, as discussed above on pages 41 to 42.
Peer group data reviewed by the HRC Committee was considered holistically and was used as an input, but not the sole input, ~~of their~~for the committee’s compensation decisions.
52     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Stock Ownership Guidelines
Under our stock ownership guidelines, each ~~named executive~~NEO is required to own a number of shares of our common stock with a value equal to a multiple of base salary within five years of becoming a member of our Executive Committee. ~~The officer cannot sell or transfer to a third party any shares until he or she achieves the ownership guideline.~~
~~Stock Ownership~~
~~Requirement~~
~~Stock Retention~~
Requirement*
~~CEO~~
~~Must retain shares of our common stock equal~~
~~to six times base salary~~
~~50% of net after tax shares must be held until~~
~~age 60~~
~~Other NEOs~~
~~Must retain shares of our common stock equal~~
~~to four times base salary~~
~~50% of net after tax shares must be held for~~
~~one year after vesting date~~
* Other than with respect to certain awards granted to Ms. Engle in connection with her commencement of employment, applies to shares received from the vesting of RSUs, PSUs, restricted stock and other long-term equity awards granted after appointment to the Executive Committee and that were unvested as of, or granted after, August 2012.
Our CEO is ~~subject~~required to a~~6-times~~hold shares of common stock valued at seven times base salary and ~~our~~all other ~~named executives~~Executive Committee members are ~~subject to a4-times~~ ~~base salary, ownership guideline. All of our named executives are also expected~~required to hold ~~as an administrative practice,~~shares of common stock equal to four times base salary. Our CEO has an additional ~~amount~~stock retention requirement that requires him to retain 50% of ~~company~~net after-tax shares ~~above their guideline amount equal~~until age 60. The retention requirement applies to ~~1 times base salary~~all shares received from vesting of RSUs, PSUs, restricted stock and other long-term awards granted after appointment to ~~provide a cushion against stock volatility. Ms. Engle has until June 2022, 5 years from commencing employment with~~ the ~~company, to~~Executive Committee.
As of the record date, all NEOs meet the stock ownership ~~and administrative~~ guidelines. All of our other continuing named executives meet the stock ownership and administrative guidelines, including Mr. Scharf, who purchased approximately $10 million of shares of our common stock subsequent to his appointment as CEO. To determine each ~~named executive’s~~NEO’s stock ownership ~~stake~~for purposes of the guidelines, we include shares owned directly, shares ~~held in~~acquired through our employee stock purchase plan and held in our retirement plans and shares held in certain trusts. We also include 50% of unvested restricted stock and ~~RSUs that do not have performance conditions or for which the applicable performance conditions have been met. Unearned performance shares, awards that remain subject to performance conditions~~RSUs; however, PSUs and stock options are not counted toward compliance with the stock ownership guidelines.
Hedging and Pledging
In addition named executives are subject to a retention requirement relating to shares received from the vesting of RSUs, PSUs, restricted stock and other long-term equity awards that were granted after their respective appointment to the ~~Executive Committee and that were unvested as of, or granted after, August 2012. For the CEO, 50%~~restrictions on short-swing profits under Section 16 of the ~~netafter-tax~~ ~~shares from these awards must be held until age 60; for other named executive officers, 50%~~Securities Exchange Act of ~~the netafter-tax~~ ~~shares must be held for one year from the vesting date.~~
~~Anti-Hedging Policy~~
~~Our executive officers, including each named executive officer,~~1934, our NEOs and directors are ~~subject to a robust anti-hedging policy which prohibits them~~prohibited from ~~entering into~~ engaging in
hedging transactions with ~~their~~respect to company ~~stock and derivative~~securities;
pledging company securities ~~relating to BNY Mellon. Prohibited transactions include~~ beneficially owned by them;
engaging in short sales of our ~~stock,~~ stock;
purchasing our stock on ~~margin~~margin; and
buying or selling any puts, calls or other options involving our securities (other than any stock options that may be granted pursuant to our compensation program).
Prior to engaging in any transaction in company stock or derivative securities (including transactions in employee benefit plans ~~gifts~~ and ~~pledges)~~gifts), our ~~executive officers~~executives and directors are required topre-clear such transaction with our legal department and obtain that department’s affirmative approval to enter into the transaction.
Our ~~anti-hedging policy applies~~non-executive officer employees (who are not subject to ~~all securities which~~the policies applicable to our executive officers and directors ~~beneficially own~~described above) are subject to policies and procedures designed to ensure that transactions in company stock are conducted in compliance with applicable rules and regulations and are free from conflicts of interest. All employees are prohibited from the ~~exception~~following with respect to company securities:
engaging in short sales of ~~Trian,~~our stock;
engaging in short-term trading;
purchasing our stock on margin; and
buying or selling any ~~entity for which an executive officer~~puts, calls or ~~director is attributed ownership.~~other options involving our securities (other than any stock options that may be granted pursuant to our compensation program).

68     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~   ~~2018 Proxy Statement~~     53
ITEM 2. ADVISORY VOTE ON COMPENSATION   >  Compensation Discussion & Analysis

Clawback and Recoupment ~~Policy~~
~~In addition to~~Our comprehensive forfeiture ~~provisions based on risk outcomes during the vesting period, we have a comprehensive~~and recoupment ~~policy administered by the HRC Committee that applies~~policies, which apply to equity and cash incentive awards, ~~granted to our~~hold employees ~~including the named executive officers. Under the policy,~~accountable and discourage future imprudent behavior. These policies allow the company ~~may~~to reduce or eliminate incentive awards, cancel all or ~~any~~a portion of any unvested equity awards, and ~~require repayment of any shares of common stock (or values thereof) or amounts that were acquired from the award if:~~
the executive directly or indirectly engages in conduct, or it is discovered that the executive engaged in conduct, that is materially adverse to the interests of the company, including failure to comply with the company’s rules or regulations, fraud or conduct contributing to any financial restatements or irregularities;
~~during the course of employment, the executive engages in solicitation and/or diversion of customers or employees and/or competition with the company;~~
~~following termination of employment with the company for any reason, the executive violates any post-termination obligations or duties owed to the company or any agreement with the company; or~~
~~any compensation otherwise payable or~~claw back/recoup previously paid ~~to the executive is required to be forfeited and/or repaid to the company pursuant to applicable regulatory requirements.~~
~~We also have a cash recoupment policy, which provides that the company may claw back some or all of a~~equity and cash incentive ~~award made~~awards. Material provisions applicable to ~~our employees (including named executive officers) if~~NEOs based in the company determines within three years of the award date that there is a reasonable belief that the employee has engaged in conduct that is materially adverse to the company’s interests (including failing to comply with the company’s rules or regulations or engaging in fraud or other conduct that directly or indirectly causes or contributes to a financial restatement or other irregularity of BNY Mellon during the award performance period). The company may similarly forfeit, reduce or require repayment of a cash incentive award if (1) required by any applicable law, (2) the employee engages in competition with the company during the course of employment, or (3) the employee violates any post-termination obligations or duties owed to the company under any agreement with the company.
U.S. are summarized below. The company continues to monitor regulatory requirements as may be applicable to its recoupment policies.
Policy Trigger
Forfeiture/Recoupment
Risk-Based Forfeiture
The risk assessment rating is lower than our acceptable risk tolerance
LOGO Unvested RSUs and PSUs will be subject to review and potential forfeiture, as determined by the HRC Committee
Equity Award Cancellation & Clawback
During the course of employment, the individual directly or indirectly engages in conduct, or it is discovered that the individual engaged in conduct, that is adverse to the interests of the company, including failure to comply with the company’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities
LOGO The company may cancel all or any portion of unvested equity awards and require repayment of any shares of common stock (or values thereof) or amounts (including dividends and dividend equivalent payments) that were acquired from the award
During the course of employment and for one year after (or longer if set forth in an individual agreement), the individual engages in solicitation and/or diversion of customers or employees and/or competition with the company
Following termination of employment with the company for any reason, the individual violates any post-termination obligations or duties owed to the company under any agreement with the company
Any compensation otherwise payable or paid to the individual is required to be forfeited and/or repaid to the company pursuant to applicable regulatory requirements
Violation of any obligation under the applicable award agreement (including failing to satisfy notice requirements, breaching non-competition or non-solicitation provisions while any portion of the award is outstanding or breaching the confidentiality or non-disparagement provisions)
Cash Recoupment
The company determines within three years of the award date that there is a reasonable belief that the individual has engaged in conduct that is adverse to the company’s interests (including failing to comply with the company’s rules or regulations or engaging in fraud or other conduct that directly or indirectly causes or contributes to a financial restatement or other irregularity of the company during the award performance period)
LOGO The company may claw back some or all of a cash incentive award made to the individual
A cash award will be recouped when (1) required by any applicable law, (2) an employee engages in competition with the company during the course of employment, or (3) an employee violates any post-termination obligations or duties owed to the company under any agreement with the company
BNY Mellon  Ø   2023 Proxy Statement     69
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
Severance Benefits
Stockholder Approval of Future ~~Senior Officer~~Executive Severance Arrangements. In July 2010, the Board adopted 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~~an executive that provides for severance benefits (as defined in the policy) in an amount exceeding 2.99 times the sum of annual base salary and target ~~bonus~~cash incentive for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives prior stockholder approval.
54     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
Executive Severance Plan. The Bank of New York Mellon Corporation Executive Severance Plan (the “Executive Severance Plan”) ~~was adopted in July 2010 and amended in August 2016 and February 2018. Under the Executive Severance Plan, as amended,~~provides that participants terminated by the company without “cause” ~~after August 11, 2017, will be~~are eligible to receive severance in the amount of 1one times base ~~salary. In addition,~~salary and may be eligible for ~~participants terminated by the company without “cause” after August 7, 2016, eligibility for~~ apro-rata annual bonus for the year of termination, isas determined on a ~~case by case basis and if~~case-by-case basis. If a pro-rata annual bonus is awarded in the non-change in control context, it will be paid atfollowing the end of the year ~~end~~in which termination occurs after an evaluation of corporate ~~business unit~~ and individual performance, among other considerations. The following table sets forth the severance benefits available under the Executive Severance ~~Plan, both before and after the HRC Committee’s August 2016 amendment.~~Plan.

~~Reason for Termination~~
~~Severance~~
~~Payment~~ ~~Bonus~~ ~~Benefit~~
~~Continuation~~ ~~Outplacement~~
~~Services~~
~~By the company without~~
~~“cause”~~
~~Original~~ ~~2 times base salary~~ ~~Pro-rata annual bonus~~
~~for the year of~~
~~termination~~
~~Two years~~ ~~One year~~
~~Revised~~ ~~Reduced to 1 times~~
~~base salary~~Reason for Termination
~~Pro-rata~~ ~~annual bonus~~
Severance
Payment   Bonus   Benefit
  Continuation
~~paid at year end at the~~Outplacement
~~discretion of~~Services
~~management and the~~
~~HRC Committee~~
~~Reduced to~~
~~one year~~ ~~No change~~
By the company without
~~“cause”~~ “cause”
1 times
base salary Pro-rata annual bonus
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 ~~executive~~
participant for “good reason” within two
years following a “change in
control”
~~Original~~ 2 times base salary

and 2 times target

annual bonus
Pro-rata target annual

bonus for the year of
termination
~~Two~~2 years ~~One~~1 year
~~Revised~~ ~~No change~~ ~~No change~~ ~~No change~~ ~~No change~~
Executive Severance Plan participants are selected by the HRC Committee and include each of our ~~named executives.~~NEOs. To receive benefits under the plan, ~~the~~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 ~~they are~~the participant is receiving benefits under the ~~plan.~~Executive Severance Plan.
We do not provide any severance-related taxgross-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 betterafter-tax position than if the participant were to pay the tax. In addition, the amount of payments and benefits payable under the ~~plan~~Executive Severance Plan will be reduced to the extent necessary to comply with our policy regarding stockholder approval of future ~~senior officer~~executive severance arrangements as described above.
~~Retirement Benefits for Mr. Hassell~~
~~Mr. Hassell retired as Chairman effective December 31, 2017~~For a description of benefits following a~~44-year~~ ~~career~~ change of control, see “Executive Compensation Tables and Other Compensation Disclosures – Potential Payments upon Termination or Change in Control” on page 79 below.
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 ~~including 6 years as our CEO~~employees and ~~Chairman. Pursuant to~~non-interference with any company relationships with customers, clients or employees) for at least one year following the standard retirement vesting provisions in our LTIP and the applicable award agreements, Mr. Hassell is eligible to vest in his unvested February 2015, February 2016 and February 2017 PSU and RSU awards. At December 31, 2017, and using the same assumptions as used for the Table of Other Potential Payments on page 68, the estimated value of such vesting was $41,445,373. Subsequent to his retirement, Mr. Hassell vested in his February 2015 RSU award and 114% of his February 2015 PSU award based on the company’s actual performance as described above. The number of shares under the February 2016 and February 2017 PSU awards in which Mr. Hassell will vest will be based on the company’s actual performance as determined by the HRC Committee at the endexpiration of the applicable ~~performance periods. Mr. Hassell will also have the use~~notice period, and assignment of ~~an office and administrative/IT support for 2 years following his retirement.~~
~~Separation Benefits for Mr. Shea~~
Mr. Shea left the company effective December 31, 2017. In connection with his departure, the company determined that he was eligible to receive payments under the Executive Severance Plan for a termination by the company without “cause.” In accordance with the plan, Mr. Shea received a severance payment of $650,000, equal to one times his base salary payable over one year, and benefits continuation and outplacement services for one year. The
~~BNY Mellon~~   ~~2018 Proxy Statement~~     55
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~HRC Committee also exercised its discretion under the plan to grant Mr. Shea’s 2017 incentive award. The HRC Committee reduced his target incentive award by 45% pursuant~~inventions to the Executive Severance Plan and determined his actual incentive award would be granted solely in the form of cash and RSUs, based on actual corporate and individual performance. The HRC Committee further exercised its discretion to pay 30% of Mr. Shea’s award in cash and 70% as RSUs, a cash/equity mix consistent with the treatment for similarly situated executives. Because Mr. Shea’s employment concluded at the end of the year, no~~pro-ration~~ ~~was applied.~~company.
Mr. Shea is eligible to vest in his unvested February 2015, February 2016 and February 2017 PSU and RSU awards pursuant to the terms of our LTIP and the applicable award agreements regarding age and eligibility to receive separation pay under the Executive Severance Plan. At December 31, 2017, and using the same assumptions as used for the Table of Other Potential Payments on page 68, the estimated value of such vesting was $12,033,667. Subsequent to his departure, Mr. Shea vested in his February 2015 RSU award and 114% of his February 2015 PSU award based on the company’s actual performance as described above. The number of shares under the February 2016 and February 2017 PSU awards in which Mr. Shea will vest will be based on the company’s actual performance as determined by the HRC Committee at the end of the applicable performance periods.
Tax Considerations
The HRC Committee considers certain tax implications when designing our executive compensation programs and certain specific awards. The HRC Committee considered that Section 162(m) of the IRC generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to its CEO and the three other most highly compensated officers each year. Prior to the federal tax reform legislation enacted in December 2017, Section 162(m) included an exception to this $1 million limit for “qualifying performance-based” compensation as defined in the IRC. However, the new tax legislation removed this “qualifying performance-based” compensation exception. We generally design our compensation programs so that compensation paid to ~~the named executives~~our NEOs can qualify for available income tax deductions. Our incentive awards are granted under our stockholder-approved Executive Incentive Compensation Plan and in 2017, as in prior years, were intended to be “qualifying performance-based” compensation. In that regard, incentive compensation paid to any individual for 2017 could not exceed the sum of $3 million plus 0.5% of our positive~~pre-tax~~ income from continuing operations, before the impact of the cumulative effect of accounting changes and extraordinary items, as disclosed on our consolidated statement of income for such year included in our Annual Report on Form~~10-K.~~
However, the HRC Committee believes that stockholders’ interests may best be served by offering compensation that is not fully deductible, where appropriate, to attract, retain and motivate talented executives. Accordingly, the HRC Committee has discretion to authorize compensation that does not qualify for income tax deductibility.

5670     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION     >  Compensation Discussion & Analysis
How We Address Risk and Control
Regular Review of Compensation Plans and Practices + Direct Link Between Pay and ~~Risk-Taking~~Risk Management + Comprehensive Recoupment Policy + Incentive Award Funding Condition
    ~~ITEM 2. ADVISORY VOTE ON COMPENSATION  >  Compensation Discussion & Analysis~~
~~How We Address Risk and Control~~
LOGO
On ~~a regular~~an annual basis, our Chief Risk Officer and our HRC Committee review the company’s risk appetite, practices and employee compensation plans, including sales incentives, for alignment with sound risk management. Our Chief Risk Officer also metmeets with the HRC Committee to ~~specifically discuss and~~ review ~~our 2017~~the company’s compensation plans and arrangements, including ~~the plans~~those in which members of the Executive Committee ~~participate. With respect~~participate, to ~~employees broadly, we also monitor the company’s compensation plans through a management-level compensation oversight committee~~verify that ~~includes our Chief Risk Officer, Chief Human Resources Officer, Chief Financial Officer, General Counsel~~they are well-balanced and ~~the Chief Compliance Officer. This management committee receives regular reports, meets at least on a quarterly basis and reports to the HRC Committee on risk-related compensation issues.~~do not encourage imprudent risk-taking.
~~We identify~~For employees who, individually or as a group, are responsible for activities that may expose usthe company to material amounts of risk, ~~using a risk-related~~their incentive compensation can be negatively impacted based on their performance ~~evaluation program with adjustments~~through an assessment of their performance on the risk and compliance goals included in our performance management process, directly linking their compensation to risk management. Adjustments to compensation are determined by a senior management committee responsible for control functions ~~with such adjustments~~and later reviewed and approved by the HRC Committee. ~~The~~This approach allows the HRC Committee the ability to fully eliminate an incentive ~~compensation of identified employees~~award if risk performance is ~~directly linked to risk-taking either through a “risk scorecard” or through the inclusion of a standard risk goal as part of our performance management process.~~below acceptable standards.
With respect to our ~~named executive officers,~~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. ~~Our~~Payment of any incentive compensation ~~also takes into account~~is conditional upon the company meeting this goal. The HRC Committee’s incentive compensation determinations are inclusive of a risk assessment for ~~both~~each executive, which is reviewed by the ~~company as a whole and~~HRC Committee. The corporate component earnout can also be reduced based on the aggregate performance on the risk assessment for ~~each individual.~~the Executive Committee. In addition, ~~all of our named executive officers’~~NEOs’ equity awards are subject to 100% forfeiture during, and clawback following, the vesting ~~period and all of their~~period. NEOs’ cash ~~incentives~~incentive awards are subject to 100% clawback within three years following the ~~award~~payment date, in each case based on ongoing risk assessments, under our comprehensive recoupment ~~policy.~~policies.
We are also subject to regulation by various U.S. and international governmental and regulatory agencies with respect to executive compensation matters and ~~the consideration of~~how risk ~~in the context of compensation.~~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 ~~create~~creates risks that are reasonably likely to have a material adverse effect on the company.
Report of the HRC Committee
The HRC Committee has reviewed and discussed the foregoing ~~Compensation~~“Compensation Discussion ~~and Analysis~~& Analysis” with management. On the basis of such review and discussions, the HRC Committee recommended to the Board ~~of Directors~~ that the ~~Compensation~~“Compensation Discussion ~~and Analysis~~& Analysis” be included in the company’s 2022 Annual Report ~~on Form10-K~~ and this proxy statement.
By: The Human Resources and Compensation Committee

Linda Z. Cook, Chair
~~Edward P. Garden, Chairman~~ ~~Edmund F. “Ted” Kelly~~ ~~Samuel C. Scott III~~M. Amy Gilliland
Jeffrey A. Goldstein
Ralph Izzo
Frederick O. Terrell

BNY MellonØ   ~~2018~~  2023 Proxy Statement     5771
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

2022 Summary Compensation Table
The ~~Summary Compensation Table and Grants of Plan-Based Awards Table, on this page 58 and on page 60, are~~following table presents the compensation for our NEOs in accordance with SEC rules, ~~and do not reflect the manner in~~ which ~~our HRC Committee thinks about and determines compensation. In particular, the SEC rules~~ require ~~that we report~~ equity-based awards to be reported for the year that they are ~~granted, even though the~~granted. The table below reflects equity-based ~~portion of our~~ incentive compensation isgrants made in 2022 for 2021 performance. A summary of the HRC Committee’s decisions on the compensation awarded to our NEOs for ~~services performed~~2022 performance can be found in the ~~prior year.~~“Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

Name and
Principal
Position

Year

Salary

Bonus

Stock
Awards⁽¹⁾⁽²⁾

Option
Awards

Non-Equity
Incentive Plan
Compensation

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings⁽³⁾

All Other
Compensation⁽⁴⁾

Total
Compensation

Charles W. Scharf⁽⁵⁾
Chairman & Chief
Executive Officer
2017 $572,917 $— $14,741,565 $— $1,754,000 $— $33,470 $17,101,952

Gerald L. Hassell⁽⁶⁾
Former Chairman & Chief
Executive Officer
2017 $1,000,000 $— $13,517,892 $— $3,500,000 $867,078 $196,263 $19,081,233
2016 $1,000,000 $— $13,656,477 $— $4,326,000 $— $183,121 $19,165,598
2015 $1,000,000 $— $9,889,738 $— $2,419,200 $— $173,496 $13,482,434
Thomas P. “Todd”
Gibbons
Vice Chairman & Chief
Financial Officer
2017 $650,000 $— $5,722,582 $— $1,943,100 $360,812 $99,648 $8,776,142
2016 $650,000 $— $4,755,929 $— $2,354,580 $179,290 $84,360 $8,024,159
2015 $650,000 $— $3,510,949 $— $2,426,760 $— $76,731 $6,664,440
Brian T. Shea⁽⁶⁾
Former Vice Chairman &
CEO of Investment Services
2017 $650,000 $— $5,805,897 $— $1,188,495 $— $777,398 $8,421,790
2016 $625,000 $— $4,812,725 $— $2,388,870 $— $114,200 $7,940,795
2015 $575,000 $— $3,033,843 $— $2,459,646 $— $115,616 $6,184,105
Mitchell E. Harris⁽⁵⁾
CEO of Investment
Management
2017 $650,000 $— $4,220,202 $— $2,626,155 $104,837 $18,900 $7,620,094
2016 $625,000 $— $3,713,373 $— $1,736,438 $74,252 $18,550 $6,167,613
Bridget E. Engle⁽⁵⁾
Senior Executive Vice President &
Chief Information Officer
2017 $339,611 $— $7,309,402 $— $2,350,000 $— $10,800 $10,009,813

Name and
Principal
Position
Year Salary⁽¹⁾ Bonus⁽²⁾ Stock
Awards⁽³⁾⁽⁴⁾ Non-Equity
Incentive Plan
Compensation

Change in
Pension
Value &
Non-Qualified
Deferred
Compensation
Earnings⁽⁵⁾
All Other
Compensation⁽⁶⁾ Total
  Compensation
Robin Vince
President and Chief Executive Officer
2022 $ 916,667 $ — $ 6,706,317 $ 3,557,540 $ — $ 22,945 $ 11,203,469
2021 $ 750,000 $ — $ 1,544,012 $ 3,052,500 $ — $ 3,964,159 $ 9,310,671
2020 $ 187,500 $ 500,000 $ 3,451,629 $ 697,541 $ — $ 66,905 $ 4,903,575

Thomas P. “Todd” Gibbons
Former Chief Executive Officer
2022 $ 1,098,558 $ — $ 10,268,822 $ 2,429,166 $ 201,571 $ 121,929 $ 14,120,046
2021 $ 1,250,000 $ — $ 9,135,074 $ 3,643,750 $ — $ 99,218 $   14,128,042
2020 $ 1,250,000 $ — $ 4,535,332 $ 3,209,813 $   297,241 $ 98,169 $ 9,390,555

Emily H. Portney
Chief Financial Officer
2022 $ 600,000 $ — $ 7,192,940 $ 1,960,200 $ — $ 16,000 $ 9,769,140
2021 $ 600,000 $ — $ 2,399,289 $ 1,452,000 $ — $ 8,700 $ 4,459,989
2020 $ 539,583 $ — $ 1,249,093 $ 1,083,926 $ — $ 19,342 $ 2,891,944

Bridget E. Engle
Head of Operations and Technology
2022 $ 600,000 $ — $ 4,872,059 $ 2,217,600 $ — $ 16,000 $ 7,705,659
2021 $ 600,000 $ — $ 4,239,383 $ 2,217,600 $ — $ 16,000 $ 7,072,983
2020 $ 600,000 $ — $ 4,898,744 $ 1,915,200 $ — $ 26,250 $ 7,440,194
Roman Regelman⁽⁷⁾
CEO of Asset Servicing, Issuer Services and Digital
2022 $ 600,000 $ — $ 3,552,545 $ 1,960,200 $ — $ 16,000 $ 6,128,745

Dermot McDonogh⁽⁷⁾
Senior Executive Vice President
2022 $ 100,000 $ 75,000 $ 8,782,808 $ 1,650,000 $ — $ 514,041 $ 11,121,850

(1)
Mr. Gibbons’ 2022 salary includes amounts for accrued but unused vacation upon his retirement.
(2)
The amounts for Mr. Vince and Mr. McDonogh reflect their cash sign-on bonus in 2020 and 2022, respectively.
(3)
The amounts disclosed in this column include the grant date fair value of RSUs and PSUs granted in ~~2017, 2016~~2022, 2021, and ~~2015.~~2020. For ~~2017,~~2022, the grant date fair values of PSUs were: ~~$12,781,486~~$4,162,533 for Mr. ~~Scharf; $9,011,928 for Mr. Hassell; $3,678,803~~Vince; $6,625,019 for Mr. Gibbons; ~~$3,732,369~~$1,980,048 for Ms. Portney; $3,024,043 for Ms. Engle; and $2,205,020 for Mr. ~~Shea; $2,712,974 for Mr. Harris; and $0 for Ms. Engle. At~~Regelman. Assuming that the maximum level of performance conditions are achieved, the PSU values would be: ~~$19,172,229~~$6,243,800 for Mr. ~~Scharf; $13,517,892 for Mr. Hassell; $5,518,205~~Vince; $9,937,528 for Mr. Gibbons; ~~$5,598,554~~$2,970,072 for Ms. Portney; $4,536,064 for Ms. Engle; and $3,307,529 for Mr. ~~Shea; $4,069,461~~Regelman. The amounts disclosed in this column for Mr. ~~Harris; and $0 for Ms. Engle.~~McDonogh represent the grant date fair value of his equity buyout RSUs.

~~(2)~~(4)
The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 (“ASC 718”) using the valuation methodology for equity awards set forth in note 1517 to the consolidated financial statements in our 2022 Annual ~~Report on Form10-K~~ ~~for the year ended December 31, 2017.~~Report.

~~(3)~~(5)
The ~~amount~~amounts disclosed in this column ~~for 2017 represents~~represent the amount of increase in the present value of the executive’s accumulated pension benefit and, for Mr. Harris, also includes $28,589.77 representing the portion of interest accrued on deferred compensation above 120% of the applicable federal long-term rate at the maximum rate payable under the Mellon Elective Deferred Compensation Plan for Senior Officers (see page 66 for additional information about this plan). Presentbenefit. For 2022, present values are determined in accordance with the assumptions used for purposes of measuring our pension obligations under FASB ASC 715 as of December 31, ~~2017,~~2022, including a discount rate of ~~3.97%, with~~5.61%. For 2022, the ~~exception that benefit payments are assumed to commence at the earliest age at which unreduced~~change in Mr. Gibbons’ pension value is based on benefits ~~are payable.~~earned as of his retirement date of October 31, 2022.

5872     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

~~(4)~~(6)
The items comprising “All Other Compensation” for ~~2017~~2022 are:

  Name


Perquisites
and Other
Personal
Benefits^(a)


Contributions
to Defined
Contribution
Plans^(b)


Insurance
Premiums^(c)


Severance
Payments^(d)


Total

Charles W. Scharf

   $14,570

   $18,900

   $—

   $—

   $33,470

Gerald L. Hassell

   $177,363

   $18,900

   $—

   $—

   $196,263

Thomas P. “Todd” Gibbons

   $70,648

   $18,900

   $10,100

   $—

   $99,648

Brian T. Shea

   $88,752

   $18,900

   $—

   $669,746

   $777,398

Mitchell E. Harris

   $0

   $18,900

   $—

   $—

   $18,900

Bridget E. Engle

   $0

   $10,800

   $—

   $—

   $10,800

Name

Perquisites
and Other
Personal
Benefits^(a)
Contributions
to Defined
Contribution
Plans^(b) New Hire
Payments^(c)     Total
Robin Vince
$ 6,945 $ 16,000 $ 22,945
Thomas P. “Todd” Gibbons
$ 105,929 $ 16,000 $ 121,929
Emily H. Portney
$ 16,000 $ 16,000
Bridget E. Engle
$ 16,000 $ 16,000
Roman Regelman
$ 16,000 $ 16,000
Dermot McDonogh
$ 7,000 $ 507,041 $ 514,041

(a)
“Perquisites and Other Personal Benefits” ~~are~~ for Mr. ~~Scharf, use~~Vince consist of personal usage of the company employed driver, net of amounts reimbursed to the company. For Mr. Gibbons, this column consists of personal usage of corporate aircraft ($~~14,570); for Mr. Hassell, use of~~80,603) and company car and driver ($57,358), use of company aircraft ($90,005) and enhanced charitable gift match ($30,000); for Mr. Gibbons, use of company car and driver ($38,343), use of company aircraft ($14,805) and enhanced charitable gift match ($17,500); and for Mr. Shea, use of company car and driver ($58,752) and enhanced charitable gift match ($30,000)25,326).
The amounts disclosed represent aggregate incremental costs as follows: use of the company car and driver determined by the company’s net cost associated with the individual’s personal use of the pool of vehicles and drivers; personal use of corporate aircraft determined by the direct hourly operating cost for use of the aircraft multiplied by the number of hours of personal use; and the enhanced charitable gift match determined by matching contributions to eligible charities made by the company in excess of those provided for other employees under the company’s gift matching programs.
We calculated the direct hourly operating cost for use of the aircraft by adding the total amount spent by us for fuel, maintenance, landing fees, travel and catering associated with the use of corporate aircraft in 2017 and divided this number by the total number of flight hours logged in 2017.

(b)
“Contributions to Defined Contribution Plans” consist of matching contributions under ~~our 401(k) plans andnon-discretionary~~ company contributions under The Bank of New York Mellon Corporation Defined Contribution IRC Section 401(a)(17) Plan (the “BNY Mellon 401(k) Benefits Restoration Plan”). See “Nonqualified Deferred Compensation” below on page 65 for more details regarding the BNY Mellon 401(k) ~~Benefits Restoration~~Savings Plan. ~~In addition, for Messrs. Scharf, Hassell, Gibbons, Shea and Harris and Ms. Engle, the amount includesnon-discretionary~~The company ~~contributions totaling 2% of base salary under our 401(k) plan.~~match is capped at $16,000.

(c) ~~Represent taxable payments made by us~~
“New Hire Payments” for ~~universal life insurance policies.~~Mr. McDonogh consist of reimbursement of legal fees associated with his offer letter ($20,000), relocation costs associated with his relocation from Dublin, Ireland to the U.S. ($280,500), a tax equalization payment for his legal fees ($17,113) and a tax equalization payment to reimburse Mr. McDonogh for income tax liability arising from certain of the location costs which is part of the standard relocation benefit provided to eligible employees ($189,428).

(7) ~~(d)~~ ~~Represents the following severance payments payable pursuant to the Executive Severance Plan: one times base salary ($650,000) and one year of benefits continuation (valued at $19,746).~~
~~(5)~~ Because Mr. ~~Scharf~~Regelman and ~~Ms. Engle~~Mr. McDonogh were only ~~each a named executive~~NEOs in ~~2017,~~2022, no disclosure is included ~~as to Mr. Scharf or Ms. Engle~~ for ~~2016~~them for 2020 and ~~2015. Because Mr. Harris was only a named executive beginning in 2016, no disclosure is included as to Mr. Harris for 2015.~~
2021.
~~(6)~~ Mr. Hassell stepped down as the company’s CEO effective July 17, 2017, and retired as the Chairman of the Board effective December 31, 2017. Mr. Shea’s employment with the company terminated effective December 31, 2017.

BNY MellonØ   ~~2018~~  2023 Proxy Statement     5973
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

2022 Grants of Plan-Based Awards

Estimated Future Payouts
UnderNon-Equity Incentive Plan
Awards⁽¹⁾

Estimated Future Payouts
Under Equity Incentive Plan
Awards⁽²⁾

All Other
Stock
Awards⁽³⁾

Name

Award
Type

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Number of
Shares of
Stock or
Units
(#)

Grant
  Date Fair
Value of
Stock
Awards
($)⁽⁴⁾

Charles W. Scharf

EICP

—

—

$1,754,000

$2,631,000

—

—

—

—

PSUs

7/17/2017

—

—

—

—

239,578

359,367

$12,781,486

RSUs

7/17/2017

36,740

$1,960,079

Gerald L. Hassell

EICP

—

—

$3,500,000

$5,250,000

—

—

—

—

PSUs

2/16/2017

—

—

—

—

191,458

287,187

$9,011,928

RSUs

2/16/2017

95,729

$4,505,964

Thomas P.
“Todd” Gibbons

EICP

—

—

$1,905,000

$2,857,500

—

—

—

—

PSUs

2/16/2017

—

—

—

—

78,156

117,234

$3,678,803

RSUs

2/16/2017

43,420

$2,043,779

Brian T. Shea

EICP

—

—

$1,212,750

$1,819,125

—

—

—

—

PSUs

2/16/2017

—

—

—

—

79,294

118,941

$3,732,369

RSUs

2/16/2017

44,052

$2,073,528

Mitchell E. Harris

EICP

—

—

$2,205,000

$3,307,500

—

—

—

—

PSUs

2/16/2017

—

—

—

—

57,637

86,456

$2,712,974

RSUs

2/16/2017

32,021

$1,507,228

Bridget E. Engle

EICP

—

—

$2,350,000

$3,525,000

—

—

—

—

RSUs

9/1/2017

139,679

$7,309,402

Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards⁽¹⁾ Estimated Future Payouts
Under Equity Incentive Plan
Awards⁽²⁾ All Other
Stock
Awards⁽³⁾
Name
Award
Type Grant
Date Threshold
($)    Target
($)    Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Number of
Shares of
Stock or
Units
(#)    Grant
Date Fair
Value of
Stock
Awards
($)⁽⁴⁾
Robin Vince
President and Chief Executive Officer

EICP

—

—



$2,583,333



$3,875,000



PSUs

2/7/2022



—

66,868

100,302



$4,162,533

RSUs

2/7/2022



40,864



$2,543,784

Thomas P. “Todd” Gibbons
Former Chief Executive Officer

EICP

—

—



$2,208,333



$3,312,500



PSUs

2/7/2022



—

106,426

159,639



$6,625,019

RSUs

2/7/2022



58,535



$3,643,804

Emily H. Portney
Senior Executive Vice President and Chief Financial Officer

EICP

—

—



$1,620,000



$2,430,000



PSUs

2/7/2022



—

31,808

47,712



$1,980,048

RSUs

2/7/2022



19,438



$1,210,016

RSUs

11/2/2022



95,148



$4,000,022

Bridget E. Engle
Senior Executive Vice President and Head of Technology and Operations

EICP

—

—



$1,920,000



$2,880,000



PSUs

2/7/2022



—

48,579

72,869



$3,024,043

RSUs

2/7/2022



29,687



$1,848,016


Roman Regelman
Senior Executive Vice President, Chief Executive Officer of Asset Servicing, Issuer Services and Digital

EICP

—

—



$1,620,000



$2,430,000



PSUs

2/7/2022



—

35,422

53,133



$2,205,020

RSUs

2/7/2022



21,647



$1,347,526




Dermot McDonogh
Senior Executive Vice President

EICP

—

—



$1,500,000



$2,250,000



RSUs

12/1/2022



191,932



  $8,782,808



(1)
Represents the target and maximum cash ~~portion of~~ incentive compensation amounts ~~to be paid~~ for performance during ~~2017~~2022 under The Bank of New York Mellon Corporation Executive Incentive Compensation Plan (the “EICP”). There was no threshold payout under this plan for ~~2017.~~2022. Actual cash incentive compensation paid is determined based on the Corporate Component and Individual Modifier.

(2) ~~For each of Messrs. Hassell, Gibbons, Shea and Harris, represents~~
Represents the portion of the ~~named executive’s~~NEO’s incentive compensation ~~award granted~~awarded in the form of PSUs under ~~The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “LTIP”)~~the LTIP for performance during ~~2016. For Mr. Scharf, represents thesign-on~~ ~~grant of PSUs, and thepre-granted~~ ~~PSUs awarded under the LTIP upon commencement of employment in respect of 50% of the PSU component of his incentive compensation award for performance during 2017. In each case, the~~2021. The amounts shown under the ~~Maximum~~“Maximum” column represent the maximum payout level of 150% of target; there is no threshold payout level. Upon vesting, ~~the~~earned PSUs, inclusive of any earned dividend equivalents, will be paid out in shares of BNY Mellon common stock. ~~PSUs cannot be sold during the period of restriction. During this period, dividend equivalents on the PSUs will be reinvested and paid to the executives at the same time as the underlying shares.~~ These ~~units~~PSUs will be earned between 0% – —150% based on ~~our 2019 OEPS~~average return on tangible common equity (as adjusted) and ~~growth in Risk Weighted Assets from 12/31/2016 to 12/31/2019 with~~relative total shareholder return versus the TSR Peer Group, each over a ~~negative risk modifier should risk-weighted assets grow at an unacceptable rate. The earned units generally will~~three-year period. Earned PSUs cliff vest after the end of the performance ~~period if the executive remains employed by us. In~~period. All unvested PSUs are subject to downward adjustment in the event ~~that the named executive’s~~an NEO’s risk scorecard rating is lower than acceptable risk tolerance ~~any unvested PSUs will be subject to review and potential forfeiture,~~level, as determined by ~~our~~the HRC Committee.

(3) ~~For each of Messrs. Hassell, Gibbons, Shea and Harris, represents~~
Represents the portion of the ~~named executive’s~~NEO’s incentive compensation award granted in the form of RSUs under the LTIP for performance during ~~2016. The~~2021. RSUs ~~generally~~granted on February 7, 2022, vest in equal installments over three years. ~~For Mr. Scharf,~~Ms. Portney’s RSUs granted on November 2, 2022, represents ~~thepre-granted~~ ~~RSUs awarded under~~a retention award, which will be settled in shares of common stock on the ~~LTIP upon commencement~~third anniversary of ~~employment in respect of 100%~~grant, November 2, 2025, with 50% of the ~~RSU component of his incentive compensation~~ award ~~for performance during 2017(pro-rated~~ ~~to reflect the time period in 2017 that he was employed by us). Mr. Scharf’spre-granted~~ ~~RSUs vest in equal annual installments commencing~~vesting on ~~2/15/2019. For Ms. Engle, represents 139,679 RSUs granted under the LTIP upon the commencement of her employment. 71,633 of Ms. Engle’s RSUs vested on 02/15/2018~~March 1, 2023 and the remaining 50% vesting on the settlement date. Mr. McDonogh’s RSUs ~~will vest~~granted on December 1, 2022, represents a buyout award that vests in ~~two tranches of 49,694 RSUs and 18,352 RSUs on 02/15/2019 and 02/15/2020, respectively.~~annual installments over a five-year period commencing in February 2025.

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

6074     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

2022 Outstanding Equity Awards at FiscalYear-End
The market value of unvested or unearned awards is calculated ~~based on $53.86~~using a $45.52 per share value, which was the closing price per share of our common stock on the NYSE on December ~~29, 2017.~~30, 2022 (the last trading day of the year).

Option Awards

Stock Awards⁽²⁾

Year of
Grant/
Performance
Period⁽¹⁾

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

Exercisable

Unexercisable

Charles W. Scharf

2017

36,740

$1,978,816

2017-2019

242,900⁽³⁾

$13,082,581

Gerald L. Hassell

2011

295,119

—

$30.1300

2/23/2021

2012

434,412

—

$22.0300

2/22/2022

2015

43,901

$2,364,508

2016

182,546

$9,831,928

2017

95,729

$5,155,964

2015-2017

142,869⁽⁴⁾

$7,694,925

2016-2018

121,336⁽³⁾

$6,535,145

2017-2019

194,905⁽³⁾

$10,497,567

Thomas P.
“Todd” Gibbons

2011

190,124

—

$30.1300

2/23/2021

2012

128,432

—

$22.0300

2/22/2022

2015

11,981

$645,297

2016

55,952

$3,013,575

2017

43,420

$2,338,601

2015-2017

63,696⁽⁴⁾

$3,430,663

2016-2018

54,095⁽³⁾

$2,913,584

2017-2019

79,563⁽³⁾

$4,285,263

Brian T. Shea

2015

10,925

$588,421

2016

56,710

$3,054,401

2017

44,052

$2,372,641

2015-2017

52,979⁽⁴⁾

$2,853,464

2016-2018

54,601⁽³⁾

$2,940,807

2017-2019

80,721⁽³⁾

$4,347,659

Mitchell E. Harris

2012

31,621

—

$22.0300

2/22/2022

2015

13,967

$752,263

2016

37,766

$2,034,077

2017

32,021

$1,724,651

2015-2017

77,388⁽⁴⁾

$4,168,098

2016-2018

51,436⁽³⁾

$2,770,326

2017-2019

58,675⁽³⁾

$3,160,214

Bridget E. Engle

2017

139,679

$7,523,111

Option Awards

Stock Awards⁽²⁾

Number of Securities
Underlying Unexercised
Options (#)
Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested (#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested (#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
  Shares, Units
or Other
Rights That
Have Not
Vested ($)
Name

Year of
Grant/
Performance
Period⁽¹⁾
Exercisable Unexercisable

Robin Vince

2020

26,743

$1,217,341

2021
8,763

$398,892

2022
40,864

$1,860,129

2021-2023

24,826⁽³⁾

$1,130,094

2022-2024

68,542⁽³⁾

$3,120,040

Thomas P.
“Todd” Gibbons

2020

10,839

$493,391

2021

48,391

$2,202,758

2022
58,535

$2,664,513

2020-2022

66,972⁽⁴⁾

$3,048,586

2021-2023

152,324⁽³⁾

$6,933,786

2022-2024

109,091⁽³⁾

$4,965,804

Emily H. Portney

2018
1,660

$75,563

2020
8,956

$407,677

2021
13,617

$619,846

2022
114,586

$5,215,955

2021-2023

38,579⁽³⁾

$1,756,109

2022-2024

32,604⁽³⁾

$1,484,151

Bridget E. Engle

2020
48,138

$2,191,242

2021
24,061

$1,095,257

2022
29,687

$1,351,352

2020-2022

43,008⁽⁴⁾

$1,957,719

2021-2023

68,166⁽³⁾

$3,102,899

2022-2024

49,795⁽³⁾

$2,266,681

Roman Regelman

2020
22,956

$1,044,957

2021
11,815

$537,819

2022

21,647

$985,371

2020-2022

15,317⁽⁴⁾

$697,213

2021-2023

33,473⁽³⁾

$1,523,700

2022-2024

36,309⁽³⁾

$1,652,780

Dermot McDonogh

2022
191,932

$8,736,745

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

BNY MellonØ   ~~2018~~  2023 Proxy Statement     6175
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

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

    Year of Grant
  ~~Year of Grant~~
        ~~2015~~
2018

~~1/3 vest per year over a three-year period; the remaining unvested RSUs vested~~
For Ms. Portney, 100% vests on ~~2/20/2018.~~
3/8/2023.
~~2016~~

2020

~~1/3 vest per year over a three-year period; the remaining unvested RSUs vested 1/2 on 2/19/2018 and vest 1/2 on 2/19/2019.~~
~~2017~~
~~Generally 1/3 vest per year over a three-year period,~~Three-year pro-rata vesting for annual awards, with the remaining unvested RSUs having vested ~~1/3~~ on 2/~~16/2018 and vesting 1/3 on 2/16/2019 and 1/3 on 2/16/2020.~~10/2023. For Mr. ~~Scharf,~~Vince, 26,743 vested on 1/~~3 vest in equal annual installments commencing on 2/15/2019.~~17/2023. For Ms. Engle ~~71,633 RSUs~~and Mr. Regelman, 100% vested on ~~02/~~2/10/2023.
2021
Three-year pro-rata vesting, with the remaining unvested RSUs vesting 50% on 2/8/2023 and 50% 2/8/2024.
2022
Three-year pro-rata vesting for annual awards; 33% vested on 2/15/~~2018; 49,694~~2023 and the remaining unvested RSUs vesting 50% on 2/15/2024 and 50% on 2/15/2025. For Ms. Portney, 95,148 will settle on 11/2/2025 (47,574 vesting on 3/1/2023). For Mr. McDonogh 61,626 RSUs will vest on ~~02/15/2019; and 18,352~~2/28/2025, 50,060 RSUs will vest on ~~02/15/2020.~~
2/28/2026, 36,919 RSUs will vest on 2/28/2027, 26,213 RSUs will vest on 2/28/2028 and 17,114 RSUs will vest on 2/28/2029.
PSUs are earned and vest in accordance with the following schedule:
~~PSUs are earned and vest in accordance with the following schedule:~~

    Year of Grant
  ~~Year of Grant~~
2020
        ~~2015~~
Earned at ~~114%~~95% of target, ~~(potential earnout range between 0% –125%),~~ based on ~~our 2017 OEPS with~~adjusted average revenue growth and average operating margin, each over a ~~negative risk modifier should risk-weighted assets grow at an unacceptable rate;~~three-year period; earned PSUs cliff ~~vested at~~vest after the end of the performance ~~period (on 2/20/2018).~~
period.
~~2016~~
2021

Earned, between 0% – —150% of target, based on ~~our 2018 OEPS~~adjusted Return on Tangible Common Equity (ROTCE) and ~~growth in Risk Weighted Assets from 12/31/2015 to 12/31/2018 with~~Total Shareholder Return (TSR), each over a ~~negative risk modifier should risk-weighted assets grow at an unacceptable rate;~~three-year period; earned PSUs cliff vest atafter the end of the performance ~~period (on 2/19/2019).~~
period.
~~2017~~
2022

Earned, between 0% – —150% of target, based on ~~our 2019 OEPS~~adjusted Return on Tangible Common Equity (ROTCE) and ~~growth in Risk Weighted Assets from 12/31/2016 to 12/31/2019 with~~Total Shareholder Return (TSR), each over a ~~negative risk modifier should risk-weighted assets grow at an unacceptable rate;~~three-year period; earned PSUs cliff vest atafter the end of the performance ~~period (on 2/16/2020).~~
period.

(3)
Includes accrued dividends on the PSUs granted in ~~2016~~2021 and ~~2017,~~2022, assuming target performance.

(4)
Includes accrued dividends on the PSUs granted in ~~2015,~~2020 as of December 31, 2022, which were earned based on ~~performance as of December 31, 2017 but remained subject to ongoing time-vesting conditions.~~performance.
2022 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
President and Chief Executive Officer
   —    $ —    75,976    $ 4,832,161
Thomas P. “Todd” Gibbons
Former Chief Executive Officer
   —    $ —    144,888    $ 8,071,941
Emily H. Portney
Senior Executive Vice President and Chief Financial Officer
   —    $ —    27,378    $ 1,700,663
Bridget E. Engle
Senior Executive Vice President and Head of Operations and Technology
   —    $ —    55,555    $ 3,326,169
Roman Regelman
Senior Executive Vice President, Chief Executive Officer of Asset Servicing, Issuer Services and Digital
   —    $ —    20,777    $ 1,251,317
Dermot McDonogh
Senior Executive Vice President
   —    $ —    —    —

6276     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

~~Option Exercises and Stock Vested~~2022 Pension Benefits


Option Awards


Stock Awards

Name
   Number of
Shares Acquired
on Exercise(#)
Value Realized
on Exercise
($)
   Number of
Shares Acquired
on Vesting(#)    Value Realized
    on Vesting ($)
Charles W. Scharf

   —

   $—

   0

   $—

Gerald L. Hassell

   —

   $—

   278,544

   $13,130,557

Thomas P. “Todd” Gibbons

   —

   $—

   98,815

   $4,658,127

Mitchell E. Harris

   —

   $—

   104,889

   $4,944,450

Brian T. Shea

   199,676

   $3,634,509

   91,806

   $4,327,754

Bridget E. Engle

   —

   $—

   0

   $—

~~Pension Benefits~~
Name
   Plan Name⁽¹⁾
Number
of Years
Credited
Service (#)
   Present
Value of
Accumulated
Benefit ($)⁽²⁾    Payments
During Last
Fiscal Year
          ($)              Plan Name⁽¹⁾    Number
of Years
Credited
Service (#)    Present
Value of
Accumulated
Benefit ($)⁽²⁾    Payments
During Last
Fiscal Year
2022 ($)⁽³⁾
Gerald L. Hassell


BNY Mellon Tax-Qualified Retirement Plan

   38.75

   $1,661,348

   $0


Legacy BNY Excess Plan

   38.75

   $4,494,973

   $0


Legacy BNY SERP

   38.25

   $11,982,472

   $0

Thomas P. “Todd” Gibbons


BNY MellonTax-Qualified Retirement Plan

   28.08

   $1,321,573

   $0

   BNY Mellon Tax-Qualified Retirement Plan    28.08    $0    $1,403,881

Legacy BNY Excess Plan

   28.08

   $2,134,551

   $0

   Legacy BNY Excess Plan    28.08    $2,191,878    $0

Legacy BNY SERP

   27.58

   $3,690,288

   $0

   Legacy BNY SERP    27.58    $3,700,113    $0
Mitchell E. Harris


BNY MellonTax-Qualified Retirement Plan

   10.75

   $377,652

   $0


Legacy Mellon IRC Section 401(a)(17) Plan

   10.75

   $553,496

   $0

(1)
Benefit accruals under the Legacy BNY SERP were frozen as of December 31, 2014, and benefit accruals under the Legacy BNY Excess Plan and ~~the~~ BNY MellonTax-Qualified Retirement Plan were frozen as of June 30, 2015.

(2)
The present values shown above are based on benefits earned by Mr. Gibbons as of ~~December~~his retirement date of October 31, ~~2017~~2022 under the terms of the various plans as summarized below. Present values are determined in accordance with the assumptions used for purposes of measuring our pension obligations under FASB ASC 715 as of December 31, ~~2017, including a discount rate of 3.97%, with the exception that benefit payments are assumed to commence at the earliest age at which unreduced benefits are payable.~~
~~BNY Mellon~~   ~~2018 Proxy Statement~~     63
    ~~ITEM 2. ADVISORY VOTE ON~~
    ~~COMPENSATION~~
  ~~>  Executive Compensation Tables and Other~~
      ~~Compensation Disclosure~~2022.

(3)
Mr. Gibbons’ benefit under the BNY Mellon Tax-Qualified Retirement Plan was paid in a lump sum distribution in 2022.
BNY Mellon Retirement Plans
All of ~~these~~the plans listed in the table above are closed to new participants and were frozen as of December 31, 2014 for the Legacy BNY SERP and as of June 30, 2015 for the BNY MellonTax-Qualified Retirement Plan and the Legacy BNY Excess ~~Plan and the Legacy Mellon IRC Section 401(a)(17)~~ Plan. Benefits for Legacy BNY participants under the BNY MellonTax-Qualified Retirement Plan, the Legacy BNY Excess Plan and the Legacy BNY SERP were determined under a career average pay formula for service on and after January 1, 2006 and under a final average pay formula for service prior to 2006. ~~Benefits for Legacy Mellon participants under the BNY MellonTax-Qualified~~ ~~Retirement Plan and the Legacy Mellon IRC Section 401(a)(17) Plan were determined under a final average pay formula.~~
The BNY MellonTax-Qualified Retirement Plan was amended effective January 1, 2009, to change the benefit formula for participants under age 50 as of December 31, 2008 and for new participants to a cash balance formula for service earned on and after January 1, 2009. Plan participants who were age 50 or older as of December 31, 2008 continued to earn benefits through June 30, 2015 under the provisions of the legacy plan in which they participated as of that date. Because ~~each of Messrs. Hassell,~~Mr. Gibbons ~~and Harris were~~was over age 50 as of December 31, 2008, ~~they~~he continued to earn benefits under the provisions of the legacy plans in which ~~they participate.~~he participated.
~~Because Messrs. Hassell,~~Upon his retirement on October 31, 2022, Mr. Gibbons ~~and Harris have attained at least age 55, they are each~~was eligible ~~for immediate retirement under~~to receive unreduced benefits from the BNY MellonTax-Qualified Retirement ~~Plan. Mr. Hassell retired effective December 31, 2017 and Mr. Gibbons is eligible to retire, in each case with unreduced benefits under~~Plan, the Legacy BNY ~~MellonTax-Qualified~~ ~~Retirement~~Excess Plan and the Legacy BNY SERP. His benefit under the BNY Mellon Tax-Qualified Retirement Plan was paid in a lump sum distribution in 2022 after his retirement. His benefits under the Legacy BNY Excess ~~Plan. Since Messrs. Hassell~~Plan and ~~Gibbons are over age 60, they are also entitled to an unreduced benefit from~~ the Legacy BNY SERP ~~upon retirement.~~will be paid in lump sum distributions in 2023. Since Mr. ~~Harris is eligible to retire with a reduced benefit, currently 89.58% of his unreduced benefit, under both the BNY MellonTax-Qualified~~ ~~Retirement Plan~~Vince, Ms. Portney, Mr. McDonogh, Ms. Engle and ~~the Legacy Mellon IRC Section 401(a)(17) Plan.~~
~~Messrs. Scharf and Shea and Ms. Engle~~Mr. Regelman do not participate in any retirement plan that provides for specified payments and benefits (other than defined contribution plans) ~~and accordingly,~~, they are not included in the Pension Benefits table above.
BNY MellonTax-Qualified Retirement ~~Plan~~ —Plan—Legacy BNY Provisions. The Legacy BNYTax-Qualified Retirement Plan (the “Legacy BNY Plan”) formula is a career average pay formula subject to IRC limits on eligible pay for determining benefits. Benefits are based on eligible base pay ~~(maximum of $270,000 in 2017).~~prior to the plan freeze effective June 30, 2015. Employees who participated in the Legacy BNY Plan prior to January 1, 2006 may choose between a monthly benefit and a lump sum at retirement, while other participants will receive monthly benefits at retirement.
Legacy BNY Excess ~~Plan~~.Plan. This plan is an unfunded nonqualified plan designed to provide the same benefit to Legacy BNY employees as under the BNY MellonTax-Qualified Retirement Plan to the extent their benefits are limited under such plan as a result of IRC limits on accrued benefits and eligible base pay. Benefits are paid in a lump sum.
Legacy BNY ~~SERP~~.SERP. This plan is an unfunded nonqualified plan that provides benefits according to a benefit formula similar to that of the BNY MellonTax-Qualified Retirement Plan benefit formula but includes an annual bonus (capped at 100% of base salary after 2005) for senior executives who were selected to participate in the plan by The Bank of New York’s board of directors prior to July 8, 2003. Benefits are paid in a lump sum. Participants are entitled to benefits in this plan only if they terminate service on or after age 60.
~~Legacy Mellon IRC Section~~ ~~401(a)(17) Plan~~~~. This plan is an unfunded nonqualified plan designed to provide the same benefit to Legacy Mellon employees as under the BNY MellonTax-Qualified~~ ~~Retirement Plan to the extent their benefits are limited under such plan as a result of IRC limits on accrued benefits and eligible base pay. Benefits are paid as an annuity.~~

64BNY Mellon  Ø     ~~BNY Mellon~~  2023 Proxy Statement       ~~2018 Proxy Statement~~77
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

2022 Nonqualified Deferred Compensation
The following table provides information with respect to each ~~defined contribution or other~~ plan that provides for nonqualified deferred compensation in which the ~~named executives~~NEOs participate. For 2017, each of our named executives participated in the BNY Mellon 401(k) Benefits Restoration Plan, and Mr. Harris participated in the BNY Mellon Deferred Compensation Plan and the Mellon Elective Deferred Compensation Plan for Senior Officers. Each of these plans is described below.

Name

Executive
Contributions
in Fiscal Year
2017

Registrant
Contributions
in Fiscal Year
2017⁽¹⁾

Aggregate
Earnings
in Fiscal
Year 2017

Aggregate
Withdrawals/
Distributions

Aggregate
  Balance at End
of Fiscal Year
2017
Charles W. Scharf

   $—

   $6,058

   $—

   $—

   $6,058

Gerald L. Hassell

   $—

   $14,600

   $3,750

   $—

   $44,185

Thomas P. “Todd” Gibbons

   $—

   $7,600

   $2,814

   $—

   $25,379

Brian T. Shea

   $—

   $7,600

   $6,304

   $—

   $42,853

Mitchell E. Harris⁽²⁾

   $—

   $7,600

   $125,296

   $265,795

   $2,860,815

Bridget E. Engle

   $—

   $1,392

   $—

   $—

   $1,392

Name

Executive
Contributions
in Fiscal Year
2022

Registrant
Contributions
in Fiscal Year
2022

Aggregate
Earnings
in Fiscal
Year 2022

Aggregate
Withdrawals/
Distributions

Aggregate
Balance at End
of Fiscal Year
2022

Robin Vince
   $ 0      $ 0      $ 0    $ 0      $ 0
Thomas P. “Todd” Gibbons
   $ 0      $ 0      $ (19,344 )    $ 0      $ 87,459
Emily H. Portney
   $ 0      $ 0      $ (2,150 )    $ 0      $ 10,722
Bridget E. Engle
   $ 0      $ 0      $ (4,453 )    $ 0      $ 23,372
Roman Regelman
   $ 0      $ 0      $ (3,536 )    $ 0      $ 10,805
Dermot McDonogh
   $ 0      $ 0      $ 0    $ 0      $ 0

~~(1)~~ ~~These amounts represent contributions under the BNY Mellon 401(k) Benefits Restoration Plan and are included in the All Other Compensation column of the Summary Compensation Table on page 58.~~
~~(2)~~ Amounts for Mr. Harris reflect aggregate balances and earnings in the BNY Mellon 401(k) Benefits Restoration Plan, the BNY Mellon Deferred Compensation Plan, and the Mellon Elective Deferred Compensation Plan for Senior Officers. Mr. Harris received a distribution of $265,795 pursuant to his election to receive his balance in the BNY Mellon Deferred Compensation Plan in 5 annual installments.
BNY Mellon Nonqualified Deferred Compensation Plans
BNY Mellon 401(k) Benefits Restoration Plan. Due to an amendment to the tax-qualified BNY Mellon 401(k) Savings Plan effective January 1, 2021, no NEOs are eligible to earn non-elective contributions under that plan after December 31, 2020. Therefore, no additional benefits were earned by NEOs under the BNY Mellon 401(k) Benefits Restoration Plan. for the year ended December 31, 2022. The BNY Mellon 401(k) Benefits Restoration Plan is a nonqualified plan designed for the purpose of providing deferred compensation on an unfunded basis for eligible employees. The deferred compensation provided under the BNY Mellon 401(k) Benefits Restoration Plan is intended to supplement the benefit provided under the ~~BNY Mellon 401(k) Savings Plan, our~~ 401(k) Plan ~~for employees not accruing benefits in our defined benefit pension plans~~ 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 ~~Internal Revenue Code (the “IRC”).~~IRC. Pursuant to the BNY Mellon 401(k) Benefits Restoration Plan, we set up a notional account that is credited with an amount, if any, of~~non-discretionary~~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 Mellon 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. ~~As of December 31, 2017, all of our named executives participate in~~Mr. Vince and Mr. McDonogh did not earn a contribution under the BNY Mellon 401(k) Benefits Restoration ~~Plan.~~
~~BNY Mellon Deferred Compensation~~ Plan. The BNY Mellon Deferred Compensation Plan permits eligible employees, including our named executives, to defer receipt of cash bonus/incentive amounts above the Social Security wage base (which was $127,200 in 2017) 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 The American Jobs Creation Act of 2004. 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 benefit is paid in a lump sum shortly after termination. Investment alternatives, based on a selection of variable rate options, must be selected when the executive makes a deferral election and may be changed each quarter for future deferrals. Previously deferred amounts may generally be reallocated among the investment options at the beginning of each quarter. The plan is a nonqualified unfunded plan. As of December 31, ~~2017, Mr. Harris is the only named executive that participates in the plan.~~2020.

78     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~ ~~2018 Proxy Statement~~     65
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

~~Mellon Elective Deferred Compensation Plan for Senior Officers~~. The Mellon Elective Deferred Compensation Plan for Senior Officers is a nonqualified, unfunded plan that permitted executives, including Mr. Harris, to defer receipt of earned salary and cash bonus/incentive amounts above the Social Security wage base until a later date while employed, upon retirement or after retirement not to exceed age 70. 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 benefit is paid in a lump sum shortly after termination. The executive may allocate his deferrals to receive earnings based on multiple variable rates or a declared rate (for 2017, 2.91%). Previously deferred amounts allocated to the declared rate must remain in the declared rate. Although the plan is unfunded, funds have been set aside in an irrevocable grantor trust for the purpose of paying benefits under the plan to participants.
Potential Payments upon Termination or Change in Control
The following discussion summarizes ~~any~~the arrangements, agreements, and policies of the company relating to potential payments to our NEOs upon termination or change in control.
Retirement Benefits
As shown in the “2022 Pension ~~Benefits~~Benefits” and the “2022 Nonqualified Deferred ~~Compensation~~Compensation” Tables above, we provide qualified andnon-qualified pension retirement benefits and qualified andnon-qualified defined contribution retirement benefits (with the specific plans varying depending on when participation began).
In addition, we provide ~~accelerated or~~ continued vesting of equity awards for participants who are eligible for retirement, with the eligibility dependent on the individual’s age and length of service and the terms of the applicable plan and award agreements. At December 31, ~~2017~~2022 and using the same assumptions as used for the ~~Table~~“Table of Other Potential ~~Payments~~Payments” below, ~~our named executives were~~Mr. Vince was eligible to receive ~~accelerated or~~ continued vesting of stock awards in the ~~following amounts:~~amount of $7,864,490. In accordance with the terms of Mr. Vince’s offer letter, any equity awards that Mr. Vince was granted prior to the amendment to his offer letter (other than RSUs granted in connection with his buyout award) prior to his turning 55 years old will continue to vest according to their terms if Mr. Vince complies with all applicable covenants and (i) his employment is terminated without cause, (ii) his employment is terminated pursuant to mutual agreement, or (iii) he voluntarily resigns as a result of a material and adverse change in duties, responsibilities or scope of his position except to the extent required by law or regulation. Also, in accordance with the terms of his offer letter, RSUs granted to Mr. Vince in connection with his buyout awards shall continue to vest unless his employment is terminated for cause. In 2022, Mr. ~~Gibbons, $16,294,551; and~~Vince’s offer letter was amended to conform the vesting terms of any RSUs granted after the date of the amendment to the vesting terms applicable to awards made to Executive Committee members. In accordance with the terms of his offer letter, RSUs granted to Mr. McDonogh in connection with his buyout awards shall continue to vest unless his employment is terminated for ~~Mr. Harris, $14,160,660. Mr. Scharf and~~cause. Ms. Portney, Ms. Engle, and Mr. Regelman are not included above because they are not ~~retirement-eligible. Messrs. Hassell and Shea are not included above because their employment with us terminated effective December 31, 2017. Accelerated or continued~~retirement eligible. Continued vesting is not provided on termination by the company if the NEO is terminated for cause.
Other Potential Payments upon Termination or Change in Control
Change in Control and Severance Arrangements.Since 2010, our Board has implemented a “Policy Regarding Stockholder Approval of Future Senior Officer Severance Arrangements.” The policy provides that the company will not enter into a future severance arrangement with a senior executive that provides for
severance benefits (as defined in the policy) in an amount exceeding 2.99 times the sum of the senior executive’s annual base salary and target bonus for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives approval of the stockholders of the company.
Under the Executive Severance Plan, if an eligible participant is terminated by the company without “cause” (as defined in the plan), the participant is eligible to receive a severance payment equal to one times the participant’s base salary for the year of termination (or, if greater, for the year before the year of termination) and benefit continuation and outplacement services for one year.
The participant is also eligible for apro-rata annual bonus for the year of termination in the ~~Company’s~~company’s sole discretion. Pursuant to his offer letter, Mr. Scharf was also entitled to such severance benefits if he terminated his employment due to the occurrence of (1) a material breach by the company of his offer letter, (2) his involuntary removal from the Board or (3) failure to appoint him as Chairman, in each case during the period ending January 1, 2018 (collectively, an “onboarding termination”). If a participant’s employment is terminated by the company without cause or if the participant terminates his or her employment for “good reason” (as defined in the plan) within two years following a “change in control” (as defined in the plan), then instead of receiving the benefits described above, the participant is eligible to receive a severance payment equal to two times the sum of the participant’s base salary and target annual bonus for the year of termination (or, if greater, for the year before the year of termination), apro-rata target annual bonus 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
66     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 2. ADVISORY VOTE ON~~
    ~~COMPENSATION~~
  ~~>  Executive Compensation Tables and Other~~
      ~~Compensation Disclosure~~
against the company, or solicit our customers and employees, for so long as ~~they are~~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~~after-tax position than if the participant were to pay the tax.
BNY Mellon  Ø   2023 Proxy Statement     79
ITEM 2. ADVISORY VOTE ON COMPENSATION
> Executive Compensation Tables
    and Other Compensation Disclosures
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 ~~named executives~~NEOs through December 31, ~~2017~~2022 were granted under ~~The Bank of New York Mellon Corporation Long-Term Incentive Plan.~~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. ~~Accordingly, the~~The effect of a termination event or change in control on outstanding equity awards varies by ~~executive officer and~~ type of award. Pursuant to his offer letter, Mr. Scharf was entitled to the treatment specified in his award agreements for a termination providing transition/separation pay upon an onboarding termination, and with respect to the PSUs granted in 2017, he is entitled to be treated as having attained age 55 if he experiences a “qualifying termination” (as defined in the Executive Severance Plan).
Table of Other Potential Payments.The following table is based on the following:

~~The~~
Assumes termination ~~event listed in the table is assumed to be~~ effective as of December 31, ~~2017.~~2022.
~~The value of our common stock of $53.86 per share is based on~~
Equity awards valued at $45.52, the closing price of our common stock on ~~the NYSE on~~ December ~~29, 2017,~~30, 2022, the last trading day ~~in 2017.~~of the year.

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 ~~a named executive’s~~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. See ~~“Retirement Benefits”~~“BNY Mellon Retirement Plans” on page 6677 above for information on the acceleration or continued vesting of equity awards upon retirement.

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

“Cash ~~Compensation”~~severance” includes payments of salary, bonus, severance, or death benefit amounts payable in the applicable scenario.
The actual amounts that would be payable in these circumstances can only be determined at the time of the executive’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 ~~named executive~~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 incremental benefits that would be payable upon certain types of termination of employment as they pertain to the ~~named executives~~NEOs are described below.

80     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~ ~~2018 Proxy Statement~~     67
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

Messrs. Hassell and Shea are not included in the table below because their employment with us terminated effective December 31, 2017. See page 55 for information on the retirement benefits Mr. Hassell received and the separation benefits Mr. Shea received.
Named
Executive Officer

By Company
Without Cause

Termination in
Connection with
Change of Control
       Death
By Company
Without Cause
   Termination in
Connection with
Change of Control        Death
Charles W. Scharf

Robin Vince

Cash Severance⁽¹⁾
   $1,250,000    $17,750,000    $—    $ 916,667    $ 12,166,668    $ —
Pro-rated Bonus⁽¹⁾
   $5,566,500    $5,566,500    $—    $ 7,115,080    $ 5,166,667    $ —
Health and Welfare Benefits
   $15,714    $31,428    $—    $ 42,457    $ 59,914    $ —
Additional Retirement Benefits⁽²⁾
   $—    $—    $—
Additional Stock Award Vesting⁽³⁾
   $3,994,641    $15,020,371    $15,020,371
TaxGross-Up
   $—    $—    $—
Additional Stock Award Vesting⁽²⁾
   $ —    $ —    $ —
TOTAL
   $10,826,855    $38,368,299    $15,020,371    $ 8,074,204    $ 17,393,249    $ —
Thomas P. “Todd” Gibbons

Emily H. Portney

Cash Severance⁽¹⁾
   $650,000    $8,285,000    $—    $ 600,000    $ 7,680,000    $ —
Pro-rated Bonus⁽¹⁾
   $3,562,350    $3,492,500    $—    $ 3,920,400    $ 3,240,000    $ —
Health and Welfare Benefits
   $592    $1,184    $—    $ 36,970    $ 48,940    $ —
Additional Retirement Benefits⁽²⁾
   $—    $—    $—
Additional Stock Award Vesting⁽³⁾
   $—    $—    $—
TaxGross-Up
   $—    $—    $—
Additional Stock Award Vesting⁽²⁾
   $ 8,070,980    $ 9,645,799    $ 9,645,799
TOTAL
   $4,212,942    $11,778,684    $—    $ 12,628,350    $ 20,614,739    $ 9,645,799
Mitchell E. Harris

Bridget E. Engle

Cash Severance⁽¹⁾
   $650,000    $9,385,000    $—    $ 600,000    $ 8,880,000    $ —
Pro-rated Bonus⁽¹⁾
   $4,814,618    $4,042,500    $—    $ 4,435,200    $ 3,840,000    $ —
Health and Welfare Benefits
   $12,255    $24,510    $—    $ 42,394    $ 59,788    $ —
Additional Retirement Benefits⁽²⁾
   $—    $—    $—
Additional Stock Award Vesting⁽³⁾
   $—    $—    $—
TaxGross-Up
   $—    $—    $—
Additional Stock Award Vesting⁽²⁾
   $ 12,230,903    $ 12,230,903    $ 12,230,903
TOTAL
   $5,476,873    $13,452,010    $—    $ 17,308,497    $ 25,010,691    $ 12,230,903
Bridget E. Engle

Roman Regelman

Cash Severance⁽¹⁾
   $600,000    $8,250,000    $—    $ 600,000    $ 7,680,000    $ —
Pro-rated Bonus⁽¹⁾
   $3,525,000    $3,525,000    $—    $ 3,920,400    $ 3,240,000    $ —
Health and Welfare Benefits
   $18,857    $37,714    $—    $ 42,733    $ 60,466    $ —
Additional Retirement Benefits⁽²⁾
   $—    $—    $—
Additional Stock Award Vesting⁽³⁾
   $7,523,111    $7,523,111    $7,523,111
TaxGross-Up
   $—    $—    $—
Additional Stock Award Vesting⁽²⁾
   $ 4,967,709    $ 6,577,481    $ 6,577,481
TOTAL
   $11,666,968    $19,335,825    $7,523,111    $ 9,530,842    $ 17,557,947    $ 6,577,481
Dermot McDonogh

Cash Severance⁽¹⁾
   $ 600,000    $ 7,200,000    $ —
Pro-rated Bonus⁽¹⁾
   $ 3,300,000    $ 3,000,000    $ —
Health and Welfare Benefits
   $ 42,475    $ 59,950    $ —
Additional Stock Award Vesting⁽²⁾
   $ —    $ —    $ —
TOTAL
   $ 3,942,475    $ 10,259,950    $ —

(1)
Amounts shown assume that no ~~named executive~~NEO received payment ~~from any displacement program, supplemental unemployment plan~~ or other separation benefit other than the Executive Severance Plan. Amounts have been calculated in accordance with the terms of the applicable agreements. For terminations by the company without cause, amounts will be paid in installments over aone-year period following termination. For terminations in connection with a change of control, amounts will be paid in a lump sum.

(2) Amounts shown include amounts that would be payable automatically in a lump sum distribution upon death. For benefits that would not be payable automatically in a lump sum, the amount included is the present value based on the assumptions used for purposes of measuring pension obligations under FASB ASC 715 (formerly SFAS No. 87) as of December 31, 2017, including a discount rate of 3.97%. Amounts shown include only the amount by which a named executive’s retirement benefit is enhanced as a result of termination, pursuant to, where applicable, required notices given after the existence of a right to payment. Information relating to the present value, whether the amounts are paid in a lump sum or on an annual basis and the duration of each named executive’s accumulated retirement benefit can be found in “Pension Benefits” on page 63 above.
~~(3)~~ The value of ~~Additional~~“Additional Stock Award ~~Vesting~~Vesting” represents the value at December ~~31, 2017~~30, 2022 of all shares of restricted stock units (along with cash dividends accrued on the restricted stock units) and earned PSUs (along with dividend equivalents on the PSUs) ~~that~~ on that date were subject to service-based restrictions, which restrictions lapse on or after certain terminations of employment, including following a change of control, to the extent such restrictions would not lapse on retirement alone.date. Information relating to the vesting of stock awards on retirement can be found in ~~“Retirement Benefits”~~“BNY Mellon Retirement Plans” on page 6677 above.

68BNY Mellon  Ø     ~~BNY Mellon~~  2023 Proxy Statement       ~~2018 Proxy Statement~~81
ITEM 2. ADVISORY VOTE ON
COMPENSATION

> Executive Compensation Tables
    and Other
Compensation ~~Disclosure~~Disclosures

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

~~The 2017 annual total compensation of the median employee of BNY Mellon (other than our CEO) was $55,970;~~
•
The 2022 annual total compensation of the median employee of BNY Mellon (other than our CEO) was $70,737⁽¹⁾;
•
The 2022 annual total compensation of our CEO, Mr. Vince, was $11,220,925⁽²⁾; and

~~The 2017 annual total compensation of our CEO, Mr. Scharf, was $19,837,535; and~~
For ~~2017,~~2022, the ratio of the annual total compensation of Mr. ~~Scharf~~Vince to the ~~median~~ annual total compensation of ~~all our employees was 354 to 1.~~
~~Background~~
~~To identify~~ our median employee ~~we used~~was 159 to 1.
Background
We previously identified our median employee (who is located in the U.S.) using our world-wide employee population (without exclusions) as of October 31, ~~2017~~2020 and ~~measured~~measuring compensation based on total pay actually received over the period November 1, ~~2016 –October~~2019—October 31, ~~2017. Total~~2020. There has been no change in our employee population, our employee compensation arrangements or our median employee’s circumstances that we believe would significantly impact our pay ~~includes base salary, cash bonus and~~ratio disclosure. Therefore, as permitted by SEC rules, we calculated the ~~value of equity awards upon vesting, and excludes overtime~~2022 pay ~~and anysign-on~~ ~~andbuy-out~~ ~~awards.~~ratio set forth above using the same median employee that we used to calculate our 2020 pay ratio.
As required by SEC rules, ~~after identifying our median employee (who is located in the U.S.),~~ we calculated ~~2017~~2022 annual total compensation for ~~both~~ our median employee ~~and Mr. Scharf~~ using the same methodology that we use to determine our ~~named executive officers’~~NEOs’ annual total compensation for the “2022 Summary Compensation ~~Table, except that for purposes of pay ratio disclosure we annualized Mr. Scharf’s compensation.~~
Mr. Scharf became CEO on July 17, 2017. In calculating our pay ratio disclosure, we annualized his 2017 compensation by increasing his salary, matching contribution under our 401(k) plan and cash incentive compensation to the amounts he would have received for a full year of service (for the 401(k) plan, based on his contribution rate as of December 31, 2017)Table”.
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

⁽¹⁾
The median employee’s total compensation includes the value of company-paid benefits applicable to the median employee.
⁽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 “2022 Summary Compensation Table” on page 72, plus the value of company-paid benefits applicable to Mr. Vince.
82     BNY Mellon  Ø   2023 Proxy Statement
ITEM 2. ADVISORY VOTE ON COMPENSATION
> Executive Compensation Tables
    and Other Compensation Disclosures
Pay
Versus Performance
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) and certain financial performance of the company. The HRC Committee did not consider the pay versus performance disclosure 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” on page 49 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PSUs. See the “2022 Option Exercises and Stock Vested” table on page 76.
Year

PEO

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)
(7)

Summary Compensation
Table Total
(1)

Compensation Actually
Paid
(2)

Company-
Selected
Performance
Measure

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)

ROTCE
(8)

2022 11,203,469 14,120,046 9,551,417 10,984,534 8,681,348 7,846,962 98.94 118.77 $ 2,560 21.0 %

2021 N/A 14,128,042 N/A 26,895,557 6,530,187 9,933,878 122.36 132.75 $ 3,771 17.6 %

2020 N/A 9,390,555 N/A 5,322,466 5,230,863 3,281,334 87.08 98.31 $ 3,626 17.8 %
(1)
The dollar amounts reported for Mr. Vince and Mr. Gibbons under “Summary Compensation Table Total” are the amounts of total compensation reported for Mr. Vince and Mr. Gibbons for each corresponding year in the “Total” column of the Summary Compensation Table as reflected on page
72.
(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 and Mr. Gibbons’ total compensation for each year to determine the compensation actually paid:

Robin Vince

Todd Gibbons

2022

2022

2021

2020

Total Compensation as reported in Summary Compensation Table (SCT)    $ 11,203,469    $ 14,120,046 $ 14,128,042 $ 9,390,555

Pension values reported in SCT    $ —    $ (201,571 ) $ — $ (297,241 )

Fair value of equity awards granted during fiscal year    $ (6,706,317 )    $ (10,268,822 ) $ (9,135,074 ) $ (4,535,332 )

Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year    $ —    $ — $ — $ —

Fair value of equity compensation granted in current year—value at end of
year-end
   $ 5,256,864    $ 8,070,700 $ 15,832,016 $ 2,251,228

Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year    $ 419,475    $ (638,638 ) $ 349,404 $ (1,149,622 )

Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year    $ (720,974 )    $ (331,157 ) $ 5,569,415 $ (466,199 )

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 covered fiscal year    $ 98,900    $ 233,977 $ 151,754 $ 129,077

Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year    $ —    $ — $ — $ —

Compensation Actually Paid to CEO    $ 9,551,417    $ 10,984,534 $ 26,895,557 $ 5,322,466
(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 named executive officers (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 NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Emily Portney, Bridget Engle, Roman Regelman and Dermot McDonogh; (ii) for 2021, Robin Vince, Emily Portney, Bridget Engle and Senthil Kumar; and (iii) for 2020, Robin Vince, Emily Portney, Bridget Engle, Catherine Keating, Michael Santomassimo and Mitchell Harris.
BNY Mellon
Ø
  2023 Proxy Statement
83
Table of Contents
ITEM 2. ADVISORY VOTE ON COMPENSATION
> Executive Compensation Tables
    and Other Compensation Disclosures
(4)
The dollar amounts reported under Average Compensation Actually Paid for
non-PEO
NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), 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 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 NEOs’ total compensation for each year to determine the compensation actually paid:

NEO Averages

2022

2021

2020

Total Compensation as reported SCT    $ 8,681,348 $ 6,530,187 $ 5,230,863

Pension values reported in SCT    — — $ (3,687 )

Fair value of equity awards granted during fiscal year    $ (6,100,088 ) $ (2,739,608 ) $ (3,528,076 )

Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year    — — —

Fair value of equity compensation granted in current year—value at end of
year-end
   $ 5,543,061 $ 4,713,918 $ 2,161,550

Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year    $ 24,185 $ (18,917 ) $ (176,788 )

Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year    $ (343,054 ) $ 1,419,902 $ (21,448 )

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 covered fiscal year    $ 41,510 $ 28,397 $ 27,906

Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year    — — $ (408,987 )

Compensation Actually Paid to NEO    $ 7,846,962 $ 9,933,878 $ 3,281,334
(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.
(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.
(7) 2022 net income includes net loss of $(1,378)M from notable items due to impact of goodwill impairment, net loss from repositioning the securities portfolio, severance expense, litigation reserves, accelerated amortization of deferred costs for depositary receipts services related to Russia and net gains on disposals.
(8) Return on Tangible Common Equity is shown on an operating basis as adjusted for notable items disclosed externally.
Financial Performance Measures
As described in greater detail in “Item 2.—Advisory Vote on Compensation—Compensation Discussion & Analysis” beginning on page 47, 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 named executive officers for the most recently completed fiscal year to the company’s performance are:
Return on Tangible Common Equity (ROTCE);
Total Revenue; and
Operating Earnings Per Share (OEPS).
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.
84
    BNY Mellon
Ø
  2023 Proxy Statement
Table of Contents
ITEM 2. ADVISORY VOTE ON COMPENSATION
> Executive Compensation Tables
    and Other Compensation Disclosures
Compensation Actually Pai
d
and TSR
LOGO
Compensation Actually
P
aid and Net Income
LOGO
Compensation Actually
P
aid and ROTCE
LOGO
BNY Mellon
Ø
  2023 Proxy Statement
85
ITEM 3. ADVISORY VOTE ON SAY-ON-PAY VOTE FREQUENCY      >   Resolution
Proposal
We are asking stockholders to vote in favor of advising the company to conduct a say-on-pay vote every year, at each Annual Meeting of stockholders.
Background
• Under Section 14A of the Securities Exchange Act of 1934 rules, which was established by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the related SEC rules promulgated thereunder, at least once every six years we must hold an advisory vote on whether to present to stockholders an advisory vote on executive compensation every year, every two years or every three years.
• We held say-on-pay vote frequency advisory votes in 2011 and 2017. At the 2011 and 2017 Annual Meetings, the Board recommended the option of holding an annual say-on-pay vote, and 86% and 91%, respectively, of the votes cast voted in favor of holding such a vote annually.
• Our Board values continuing, constructive feedback from our stockholders on executive compensation and other important corporate governance topics. An annual vote fosters communication between our stockholders, the Board and the HRC Committee and offers a strong mechanism for stockholders to provide regular input on executive compensation as well as the company’s compensation practices and policies. The Board believes that an annual vote has provided, and will continue to provide, valuable feedback on executive compensation. The Board further believes that an annual vote makes the most sense for the company because the HRC Committee evaluates and determines the compensation of our named executives on an annual basis. The Board of Directors unanimously recommends that you vote “FOR” a vote EVERY year.
    The Board unanimously
recommends that you
vote “FOR” a vote
EVERY year.
LOGO
Voting
Unlike the other proposals included on the proxy card, you have four choices as to how to vote on this proposal. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years or abstain from voting when you vote in response to this proposal. The option of one year, two years or three years that receives the greatest number of votes will be deemed to have received the recommendation of the stockholders.
Your vote on this resolution is an advisory vote. Although the Board is not required to take any action in response to the stockholder vote, the Board values our stockholders’ opinions. As in prior years, the Board intends to consider the results of the 2023 vote carefully when making future decisions regarding how often the company should conduct a stockholder advisory vote on executive compensation.
86     BNY Mellon  Ø   2023 Proxy Statement
ITEM 4. RATIFICATION OF KPMG LLP
Item 4. Ratification of KPMG LLP
RESOLUTION
Page 88
REPORT OF THE AUDIT COMMITTEE
Page 89
SERVICES PROVIDED BY KPMG LLP
Page 90
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
Page 90
Other Services Provided by KPMG LLP
Page 90
Pre-Approval Policy
Page 90

BNY Mellon  Ø   2023 Proxy Statement     87
~~BNY Mellon~~ ~~2018 Proxy Statement~~     69
ITEM 3.4. RATIFICATION OF KPMG LLP   >   Resolution

Proposal
We are asking stockholders to ratify the Audit Committee’s appointment of KPMG LLP (“KPMG”) as our independent registered public accountants for the year ending December 31, ~~2018.~~2023.
Background
The Audit Committee and the Board believe that the continued retention of KPMG to serve as our independent registered public accounting firm for the ~~2018~~2023 fiscal year is in the best interests of the company and its stockholders.

Our Audit Committee has direct responsibility:

• For the selection, appointment, compensation, retention and oversight of the work of our independent registered public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us.

• To negotiate and approve all audit engagement fees and terms and allnon-audit engagements of the independent registered public accountants.

• To annually evaluate KPMG, including its qualifications and independence, and to replace KPMG as our independent registered public accountant, as appropriate.

• To discuss with management the timing and process for implementing the five-year mandatory rotation of the lead engagement partner.


The Board ~~of Directors~~

  recommends that you vote
“FOR” ratification of the
appointment of KPMG LLP
as our independent
registered public
accountants for the year
ending December 31, ~~2018.~~
2023.

LOGO
KPMG or its predecessors have served as our independent registered public accounting firm since the merger in 2007 and previously served as the independent registered public accountant of Mellon since 1972. As in prior years, in ~~2017,~~2022, the Audit Committee engaged in a review of KPMG in connection with considering whether to recommend that stockholders ratify the selection of KPMG as BNY Mellon’s independent auditor for ~~2018.~~2023. In that review, the Audit Committee considered the continued independence of KPMG; the breadth and complexity of BNY Mellon’s business and its global footprint and the resulting demands placed on its auditing firm; KPMG’s demonstrated understanding of the financial services industry in general and BNY Mellon’s business in particular; and the professionalism of KPMG’s team, including their exhibited professional skepticism, objectivity and integrity.
To assist the Audit Committee with its review, management prepares an annual assessment of KPMG that includes (1) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform BNY Mellon’s annual audit, (2) the results of a survey of management and Audit Committee members regarding KPMG’s overall performance and (3) KPMG’s fees and services compared to services provided by KPMG and other auditing firms to peer companies. In addition, KPMG provides to, and reviews with, the Audit Committee an analysis of KPMG’s independence, including the policies that KPMG follows with respect to rotating key audit personnel so that there is a newpartner-in-charge at least every five years.
We expect that representatives of KPMG ~~LLP~~ will be present at the Annual Meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.
Voting
Adoption of this proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting by the holders of our common stock voting ~~in person~~electronically at the Annual Meeting or by proxy. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted “for” the ratification of the selection of KPMG as our independent registered public accountants for the year ending December 31, ~~2018.~~2023.
If the selection of KPMG is not ratified by our stockholders, the Audit Committee will reconsider the matter. If selection of KPMG is ratified, the Audit Committee in its discretion may still direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change is in the best interests of the company and our stockholders.

7088     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 3.4. RATIFICATION OF KPMG LLP   >   Report of the Audit Committee

On behalf of our Board, ~~of Directors,~~ the Audit Committee oversees the operation of a comprehensive system of internal controls with respect to the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies and the qualifications, performance and independence of our independent registered public accounting firm. The ~~committee’s~~Committee’s function is one of oversight, since management is responsible for preparing our financial statements, and our independent registered public accountants are responsible for auditing those statements.
Accordingly, the ~~committee~~Audit Committee has reviewed and discussed with management the audited financial statements for the year ended December 31, ~~2017~~2022 and management’s assessment of internal control over financial reporting as of December 31, ~~2017.~~2021. The ~~committee~~Audit Committee has also discussed with KPMG the conduct of the audit of our financial statements, as well as the quality of the company’s accounting principles and the reasonableness of critical accounting estimates and judgments. KPMG issued its unqualified report on our financial statements and the operating effectiveness of our internal control over financial reporting.
The ~~committee~~Committee has also discussed with KPMG the matters required to be discussed in accordance with Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard, Communications with Audit Committees. The ~~committee~~Committee has also received the written disclosures and the letter from KPMG required by applicable ~~requirements of the~~ PCAOB standards regarding the independent accountants’ communications with the Audit Committee concerning auditor independence, and has conducted a discussion with KPMG regarding its independence. The ~~committee~~Audit Committee has determined that KPMG’s provision ofnon-audit services is compatible with its independence.
Based on these reviews and discussions, the ~~committee~~Audit Committee recommended to the Board ~~of Directors~~ that our audited financial statements for the year ended December 31, ~~2017~~2022 be included in our ~~2017~~2022 Annual ~~Report on Form10-K.~~Report.
By: The Audit Committee
Frederick O. Terrell, Chair
Linda Z. Cook
Joseph J. Echevarria ~~Chair~~
~~John A. Luke, Jr.~~M. Amy Gilliland
~~Jennifer B. Morgan~~
~~Mark A. Nordenberg~~
~~Samuel C. Scott III~~Ralph Izzo

BNY Mellon  Ø   2023 Proxy Statement     89
~~BNY Mellon~~ ~~2018 Proxy Statement~~     71
ITEM 3.4. RATIFICATION OF KPMG LLP   >   Services Provided by KPMG LLP

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
We have been advised by KPMG ~~LLP~~ that it is an independent public accounting firm registered with the PCAOB and that it complies with the auditing, quality control and independence standards and rules of the PCAOB and the SEC. The appointment of KPMG ~~LLP~~ as our independent registered public accounting firm for the ~~2017~~2022 fiscal year was ratified at our ~~2017~~2022 Annual ~~Meeting.~~Meeting of Stockholders. The following table reflects the fees earned by KPMG ~~LLP~~ for services provided to us for ~~2017~~2022 and ~~2016:~~2021:

Description of Fees

Amount of Fees Paid
to KPMG LLP for 2017

Amount of Fees Paid
  to KPMG LLP for 2016
   Amount of Fees Paid
to KPMG for 2022
    Amount of Fees Paid
to KPMG for 2021

Audit Fees⁽¹⁾

   $19,929,000

$19,125,000


$
24,002,000


$
23,828,000

Audit-Related Fees⁽²⁾

   $20,796,000

$17,458,000


$
23,881,000


$
23,458,000

Tax Fees⁽³⁾

   $3,272,000

$2,990,000


$
2,655,000


$
2,802,000

All Other Fees⁽⁴⁾

   $363,000

$68,000


$
416,000


$
442,000

Total

   $44,360,000

$39,641,000


$
50,954,000


$
50,530,000

(1)
Includes fees for professional services rendered for the audit of our annual financial statements for the fiscal year (including services relating to the audit of internal control over financial reporting under the Sarbanes-Oxley Act of 2002) ~~and~~, for reviews of the financial statements included in our quarterly reports on Form10-Q and for other services that only our independent registered public accountant can reasonably provide.

(2)
Includes fees for services that were reasonably related to performance of the audit of the annual financial statements for the fiscal year, other than ~~Audit~~“Audit Fees,” such as service organization reports (under Statement on Standards for Attestation Engagements ~~(or “SSAE”)~~ 16), employee benefit plan audits and internal control reviews.

(3)
Includes fees for tax return preparation and tax planning.

(4)
Includes fees for regulatory and other advisory services.
Other Services Provided by KPMG LLP
KPMG ~~LLP~~ also provided services to entities associated with us that were charged directly to those entities and accordingly were not included in the amounts disclosed in the table above. These amounts included ~~$13.2~~$11.76 million for ~~2017~~2022 and ~~$11.6~~$14.25 million for ~~2016~~2021 for the audits and tax compliance services for mutual funds, collective funds and other funds advised by us. Also excluded from the amounts disclosed in the table above are fees billed by KPMG ~~LLP~~ to joint ventures or equity method investments in which we have an interest of 50% or less.
Pre-Approval Policy
Our Audit Committee has establishedpre-approval policies and procedures applicable to all services provided by our independent registered public accountants. In accordance with SEC rules, ourpre-approval policy has two different approaches topre-approving audit and permittednon-audit services performed by our independent registered public accountants. Proposed services may bepre-approved pursuant to policies and procedures established by the Audit Committee that are detailed as to a particular class of service without consideration by the Audit Committee of the specificcase-by-case services to be performed (“classpre-approval”). If a class of service has not received classpre-approval, the service will require specificpre-approval by the Audit Committee before it is provided by our independent registered public accountants (“specificpre-approval”). A list of services that has received classpre-approval from our Audit Committee (or its delegate) is attached to our Audit and PermittedNon-Audit ServicesPre-Approval ~~Policy. A~~ Policy, a copy of ~~our Audit and PermittedNon-Audit~~ ~~ServicesPre-Approval~~ ~~Policy~~which is available on our website (see “Helpful Resources” on page ~~88)~~113). For ~~2017,~~2022, 100% of the fees associated with the independent registered public accounting firm services werepre-approved by the Audit Committee.

7290     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM ~~4. STOCKHOLDER PROPOSAL REGARDING~~
    ~~WRITTEN CONSENT~~
5. APPROVAL OF 2023 LONG-TERM INCENTIVE PLAN      >  ~~Stockholder Proposal~~

Item 5. Approval Of 2023 Long-term Incentive Plan
RESOLUTION
Page 92
KEY TERMS OF THE 2023 LONG-TERM INCENTIVE PLAN
Page 93
Highlights of the 2023 LTIP
Page 93
Key Terms of 2023 LTIP
Page 94
U.S. Federal Income Tax Consequences
Page 96
NEW PLAN BENEFITS
Page 98
BNY Mellon  Ø   2023 Proxy Statement     91
ITEM 5. APPROVAL OF 2023 LONG-TERM INCENTIVE PLAN      >   Resolution
Proposal
We are asking stockholders to approve The Bank of New York Mellon Corporation 2023 Long-Term Incentive Plan.
Background
• Upon recommendation of the HRC Committee, our Board adopted the 2023 LTIP on February 24, 2023, subject to stockholder approval. If approved by stockholders, the 2023 LTIP will replace our 2019 LTIP with respect to awards granted after the Annual Meeting. If this proposal is not approved, the 2019 LTIP will remain in effect.
• Our Board originally adopted, and stockholders approved, an LTIP in 2008, and amended and restated versions or successor LTIPs were adopted by our Board, and approved by stockholders, in 2011, 2014 and 2019.
The Board recommends
that you vote “FOR”
approval of the
2023 Long-Term
Incentive Plan.
LOGO
We recommend that stockholders approve the 2023 LTIP to permit the continued use of equity-based compensation. Equity-based awards are an important part of our compensation structure and serve the best interests of our stockholders by:
•
aligning the interests of our employees and non-employee directors with those of our stockholders,
•
motivating and rewarding achievement of long-term growth, and
•
enabling us to attract and retain talented employees who are critical to the successful execution of our business strategies.
If the 2023 LTIP is not approved, we may need to replace equity-based components of our compensation structure with cash, which would increase cash compensation expense and reduce alignment with stockholder interests.
Voting
Adoption of this proposal requires the affirmative vote of a majority of the votes cast (including abstentions) on the proposal at the Annual Meeting by the holders of our common stock voting in person or by proxy.
92     BNY Mellon  Ø   2023 Proxy Statement
ITEM 5. APPROVAL OF 2023 LONG-TERM
INCENTIVE PLAN
  >  Key Terms of the 2023 Long-Term
       Incentive Plan
The following summary of the material terms of the 2023 LTIP is qualified in its entirety by reference to the complete text of the 2023 LTIP, which is attached hereto as Annex B. Capitalized terms used in this proposal that are not otherwise defined have the meanings given to them in the 2023 LTIP.
Highlights of the 2023 LTIP
The 2023 LTIP authorizes for issuance 35,000,000 shares as well as 10,111,147 shares authorized but not issued under the 2019 LTIP as of the date immediately prior to the Annual Meeting.
The 2023 LTIP promotes good governance and includes features that protect stockholders’ interests, including:
•
No liberal share recycling. Shares delivered to pay the exercise price or to satisfy tax withholding obligations may not be reused for future awards.
•
Forfeiture and clawback. The HRC Committee may determine in its discretion that an award will be forfeited and/or repaid to us upon specified terms, including if the grantee engages in conduct that is materially adverse to our interests, such as conduct contributing to any financial restatements.
•
No dividends or dividend equivalents on any unvested awards. The 2023 LTIP prohibits the payment of dividends on unvested restricted stock, payment of dividend equivalents on unvested restricted stock units and payment of dividend equivalents on performance share units prior to satisfaction of all applicable performance-based goals.
•
Best practices for options and stock appreciation rights. The 2023 LTIP prohibits grants of discounted options or stock appreciation rights, the use of reload options and the repricing of options or stock appreciation rights (“SARs”) without stockholder approval.
•
No transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution.
•
No single-trigger change in control vesting. The 2023 LTIP provides for double-trigger change in control vesting.
•
No “evergreen” provision. Shares authorized for issuance under the 2023 LTIP cannot be automatically replenished.
The Board anticipates that the 35,000,000 shares being requested under this proposal will be sufficient to provide projected equity incentives to our employees until our 2027 Annual Meeting, assuming our historical rate of issuing equity awards, but may vary based on changes in participation and BNY Mellon stock price. In determining to adopt the 2023 LTIP, the HRC Committee considered our “burn rate” and “overhang,” and we believe that our historical share usage has been prudent and in the best interests of our stockholders.
Burn rate provides a measure of our annual share utilization. As shown in the following table, the company’s three- year average burn rate was 0.80%.
Fiscal Year
   Full Value Awards Granted    Weighted Average Basic
Common Shares Outstanding    One Year Burn Rate
2022


6,781,743



811,068,000



0.84
%
2021


7,557,597



851,905,000



0.89
%
2020


6,158,398



890,839,000



0.69
%
Three-Year Average Burn Rate



0.80
%
Overhang provides a measure of potential dilution. As of February 16, 2023, the proxy record date, we had 799,675,964 shares of common stock outstanding, approximately 17,820,896 million shares were subject to outstanding equity awards under all of our equity compensation plans, and 10,111,147 million shares were available for future awards under the 2019 LTIP. Accordingly, our fully diluted overhang as of the date of this proxy was 3.38%, and had the 35,000,000 million shares being requested under this proposal been available for grant as of the proxy record date, our fully diluted overhang would have increased to 7.30%.
BNY Mellon  Ø   2023 Proxy Statement     93
ITEM 5. APPROVAL OF 2023 LONG-TERM
INCENTIVE PLAN
  >  Key Terms of the 2023 Long-Term
       Incentive Plan
Key Terms of the 2023 LTIP
Purpose
The purpose of the 2023 LTIP is to: (1) align the interests of our employees and non-employee directors with those of our stockholders; (2) incentivize officers, other employees and non-employee directors of BNY Mellon and our affiliates to achieve long-term corporate objectives; (3) attract and retain officers, other employees and non-employee directors; and (4) provide such individuals with an opportunity to acquire shares of our common stock and cash awards.
Eligibility
Participants under the 2023 LTIP may include: (1) current employees, former employees (within 12 months of termination of employment and with respect to their final year of service), (2) Non-Employee Directors, and (3) Third-Party Service Providers. As of December 31, 2022, it is expected that approximately 51,700 employees and all of our Non-Employee Directors (10 as of December 31, 2022) will be eligible to participate in the 2023 LTIP.
Shares Subject to the 2023 LTIP
The aggregate number of shares of Common Stock that may be issued and as to which grants of Awards may be made under the 2023 LTIP is the sum of (1) 35,000,000, (2) the number of shares of Common Stock remaining available for grant under the 2019 LTIP as of the Effective Date, and (3) the number of shares of Common Stock covering Awards or awards under the 2019 LTIP that again become available for issuance under Section 2.4(b) of the 2023 LTIP. Shares granted pursuant to an award under the 2023 LTIP, or outstanding under the 2019 LTIP, that are cancelled, terminate, expire or are forfeited without having been exercised, or are settled in cash, will once again be available for purposes of the 2023 LTIP. Awards granted in substitution for awards of an acquired company will not be counted against shares available under the 2023 LTIP.
Other Limitations of Awards
No awards may be granted under the 2023 LTIP subsequent to April 12, 2033. Except to the extent provided in an award agreement, awards are not transferable, and in no case may awards be transferred to a third-party financial institution. The maximum value of awards that can be granted during any calendar year to any Non-Employee Director, solely with respect to his or her service as a member of the Board, is $1,000,000 with certain limited exceptions.
Administration
The 2023 LTIP will generally be administered by a committee appointed by the Board, which will be the HRC Committee. However, in the case of awards to Non-Employee Directors, the 2023 LTIP will be administered by the full Board. As used in this proposal, the term “committee” is used to refer to the full Board in the case of awards to Non-Employee Directors and the HRC Committee in the case of awards to employees (or former employee(s) if such Award is granted within 12 months of termination of employment and with respect to the final year of service) or Third-Party Service Providers. The committee has full authority to interpret the 2023 LTIP, determine eligible participants, waive any restrictions, conditions or limitations imposed on an Award at the time the Award is granted or at any time thereafter, and grant Awards thereunder and prescribe terms and conditions of the Awards granted (including setting forth provisions with regard to termination of employment or service as a Non-Employee Director). The committee can also delegate the authority, within limits it establishes, to grant Awards to employees who are not subject to Section 16 of the Exchange Act.
Types of Awards
The types of Awards that may be granted under the 2023 LTIP are:
•
Stock Options. Stock options may be granted as incentive stock options (within the meaning of Section 422 of the IRC) or nonstatutory stock options. A stock option entitles the grantee to purchase shares of our Common Stock at a fixed exercise price, which will not be less than 100% of the fair market value of our Common Stock on
94     BNY Mellon  Ø   2023 Proxy Statement
ITEM 5. APPROVAL OF 2023 LONG-TERM
INCENTIVE PLAN
  >  Key Terms of the 2023 Long-Term
       Incentive Plan
the date the option is granted. No stock option can be exercised more than 10 years after the date of grant and no reload option rights or dividend equivalents may be granted in connection with stock options.
•
Stock Appreciation Rights. SARs may be granted in conjunction with a stock option, referred to as a tandem SAR, or on a stand-alone basis. No SARs can be exercised more than 10 years after the date of grant. Stand-alone SARs entitle the grantee to receive a number of shares of our Common Stock, or cash, equal in value to the excess of the fair market value of our Common Stock over the base price of the SAR, which will not be less than 100% of the fair market value of our Common Stock on the date the SAR is granted. A tandem SAR may only be exercised at a time when the related option is exercisable. Tandem SARs entitle the grantee to receive a number of shares of our Common Stock, or cash, equal in value to the excess of the fair market value of our Common Stock on the exercise date over the exercise price of the related stock option. The exercise of a stock option causes a share for share reduction in any related tandem SARs, and similarly the exercise of a tandem SAR causes a share for share reduction in any related stock options.
•
Restricted Stock. Shares of restricted stock are shares of our Common Stock that are subject to transfer and/or other restrictions, such as performance-based restrictions and forfeiture conditions. A recipient of restricted stock has all the rights of a stockholder with respect to such shares, including voting and dividend rights (provided that dividends on unvested restricted stock will be paid only if and when the restriction period lapses).
•
Restricted Stock Units. RSUs are unfunded, unsecured rights to receive a share of our Common Stock, or its equivalent in cash, that are subject to transfer and/or other restrictions, including forfeiture conditions. RSUs may include the right to receive dividend equivalents provided that no dividend equivalents may be paid until the underlying RSU becomes vested.
•
Performance Share Units. A performance share unit is a right to receive shares of Common Stock, or their equivalent in cash, based on the achievement during a specified performance period of not less than one year, of Performance Goals. The committee may retain the discretion to reduce or increase (subject to the applicable maximum earnout level) the amount of a performance share unit which will be earned based on the achievement of Performance Goals. Performance share units may include the right to receive dividend equivalents, provided that no dividend equivalents may be paid when any applicable performance-based goals have not been satisfied.
•
Deferred Stock Units. A deferred stock unit entitles the grantee to receive a number of shares of our Common Stock on a deferred payment date specified by the grantee. Unless otherwise determined by the committee, deferred stock units entitle the grantee to receive dividend equivalents, which are payable no earlier than the date payment is elected for the deferred stock unit.
•
Other Stock-Based Awards. The committee may grant other equity-based or equity-related awards, including, without limitation, purchase rights, shares awarded without restrictions or conditions, or securities or other rights convertible or exchangeable into shares of Common Stock. Such awards are subject to potential achievement of Performance Goals and/or based upon performance criteria and/or service-based conditions. Other stock-based awards, with the exception of purchase rights, may include the right to receive dividends or dividend equivalents provided that no dividends or dividend equivalents may be paid until the date the underlying award becomes vested.
•
Cash Awards. Cash awards (other than retainers, leadership, committee and meeting-based fees for Non-Employee Directors) are subject to the achievement of Performance Goals and are based on performance criteria as determined by the committee.
Change in Control
In the event the employment or service of a Participant is terminated without Cause within two years after the occurrence of a Change in Control, except as otherwise provided in an Award Agreement, such Participant’s stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and other stock-based awards that were assumed, substituted or replaced in connection with the Change in Control shall fully vest and, to the extent subject to an exercise right, may be exercised within one year after the date such termination occurred. In addition, except as otherwise expressly provided to the contrary in an Award Agreement, in the event a Participant’s stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and other stock-based awards are not assumed, substituted or replaced in connection with a Change in Control, such Participant’s then outstanding stock options, stock appreciation rights, restricted stock, restricted stock units,
BNY Mellon  Ø   2023 Proxy Statement     95
ITEM 5. APPROVAL OF 2023 LONG-TERM
INCENTIVE PLAN
  >  Key Terms of the 2023 Long-Term
       Incentive Plan
deferred stock units and other stock-based awards shall immediately vest and be settled in cash, shares or a combination thereof, as determined by the committee.
If any Change in Control occurs prior to the end of any Performance Period, except as otherwise provided in an Award Agreement, all performance criteria and other conditions pertaining to performance share units, cash awards and other Awards under which payments are subject to Performance Goals are deemed to be achieved or fulfilled on a pro-rata basis for (1) the number of whole months elapsed from the commencement of the Performance Period through the Change in Control over (2) the number of whole months included in the original Performance Period, measured at the actual performance level achieved or, if not determinable, in the manner specified by the committee.
Amendment and Termination
The Board may from time to time amend, revoke or terminate the 2023 LTIP, provided that an amendment requires stockholder approval if it makes changes to the class of employees eligible to receive incentive stock options or increases the number of shares subject to the 2023 LTIP, or if such approval is required by the rules of any stock exchange on which our Common Stock is traded. No amendments to the 2023 LTIP may adversely affect the rights of an award holder without their prior written consent unless it is in an effort to comply with Section 409A of the IRC.
Forfeiture of Awards
Any compensation otherwise payable or paid to current or former Participants under the 2023 LTIP may be forfeited and repaid to us as required by law or by regulations, including the “clawback” provisions of Section 954 of the Dodd-Frank Act, or any company policy, and the committee may determine, and provide in an Award Agreement, that an Award will be forfeited or must be repaid upon specified terms including, without limitation, if the grantee directly or indirectly engages in competitive conduct or other conduct that is materially adverse to our interests, including fraud or conduct contributing to any financial restatements or irregularities.
Other Plans
Awards under the 2023 LTIP may be used in connection with, or to satisfy obligations to eligible Participants under, other compensation or incentive plans, programs or arrangement of BNY Mellon or our affiliates.
U.S. Federal Income Tax Consequences
The following is a brief description of the U.S. federal income tax consequences generally arising with respect to grants of awards under the 2023 LTIP. This description is not intended to, and does not, provide or supplement tax advice to award grantees. Grantees are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of awards under the 2023 LTIP, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.
Incentive Stock Options
A grantee will not recognize taxable income upon exercising an incentive stock option (an “ISO”) except that the alternative minimum tax may apply. Upon a disposition of shares acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the grantee generally will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the date of exercise of the ISO over the exercise price or (2) the amount realized upon the disposition of the ISO shares over the exercise price. Otherwise, a grantee’s disposition of shares acquired upon the exercise of an ISO for which the statutory holding periods (defined as on or after the later of (a) the second anniversary of the date of grant of the ISO and (b) the first anniversary of the date of exercise of the ISO) are met generally will result in long-term capital gain or loss measured by the difference between the sale price and the grantee’s tax basis in such shares (the tax basis in the acquired shares of shares for which the ISO holding periods are met generally being the exercise price of the ISO).
Nonstatutory Stock Options and Stock Appreciation Rights
The grant of a nonstatutory stock option (i.e., an option other than an ISO) or SAR will create no tax consequences at the grant date for the grantee or the company. Upon exercising such an option or SAR, the grantee will recognize
96     BNY Mellon  Ø   2023 Proxy Statement
ITEM 5. APPROVAL OF 2023 LONG-TERM
INCENTIVE PLAN
  >  Key Terms of the 2023 Long-Term
       Incentive Plan
ordinary income equal to the excess of the fair market value of the vested shares (and/or cash or other property) acquired on the date of exercise over the exercise price, and will be subject to FICA (Social Security and Medicare) tax in respect of such amounts. A grantee’s disposition of shares acquired upon the exercise of a nonstatutory stock option or SAR generally will result in long- or short-term capital gain or loss measured by the difference between the sale price and the grantee’s tax basis in such shares (the tax basis in the acquired shares generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the option).
Restricted Stock
A grantee of restricted stock generally will not be subject to income taxation at grant. Instead, upon lapse of the restrictions, the grantee will recognize ordinary income equal to the fair market value of the shares on the date of lapse. The grantee’s tax basis in the shares received will be equal to the fair market value of the shares on the date the restrictions lapse, and the grantee’s holding period in such shares begins on the day after the restrictions lapse.
Restricted Stock Units
A grantee of an RSU (whether time-vested or subject to achievement of performance goals) will generally not be subject to income taxation at grant. Instead, the grantee will be subject to income tax at ordinary rates on the fair market value of the shares (or the amount of cash) received on the date of delivery. The recipient will be subject to FICA (Social Security and Medicare) tax at the time any portion of such award is deemed vested for tax purposes. The fair market value of the shares (if any) received on the delivery date will be the grantee’s tax basis for purposes of determining any subsequent gain or loss from the sale of the shares, and the recipient’s holding period with respect to such shares will begin at the delivery date. Gain or loss resulting from any sale of shares delivered to a grantee will be treated as long- or short-term capital gain or loss depending on the holding period. If any dividend equivalent amounts are paid to the grantee, they will be includible in the grantee’s income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding.
Disposition of Shares
Unless stated otherwise above, upon the subsequent disposition of shares acquired under any of the preceding awards, a grantee will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the grantee’s basis in the shares, and such amount will be long-term capital gain or loss if such shares were held for more than 12 months. Capital gain is generally taxed at a maximum rate of 20% if the property is held more than one year.
Cash Awards
Any cash received pursuant to a cash award will be treated as compensation income received by the grantee generally in the year in which the grantee receives such cash, and such amount will generally be deductible by the company or one of its subsidiaries.
Deduction
The company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the recipient in connection with the delivery of shares pursuant to an RSU or a performance share unit, the exercise of an option or SAR or the lapse of restrictions on shares of restricted stock. The company will not be entitled to any tax deduction with respect to an ISO if the recipient holds the shares for the ISO holding periods prior to disposition of shares, and is generally not entitled to a tax deduction for any award with respect to any amount that represents compensation in excess of $1 million paid to “covered employees” under Section 162(m) of the IRC.
Section 409A
Some awards under the 2023 LTIP may be considered to be deferred compensation subject to special U.S. federal income tax rules (Section 409A of the IRC). Failure to satisfy the applicable requirements under these provisions for awards considered deferred compensation would result in the acceleration of income and additional income tax liability to the recipient, including certain penalties. The 2023 LTIP and awards under the 2023 LTIP are intended to be designed and administered so that any awards under the 2023 LTIP that are considered to be deferred compensation will not give rise to any negative tax consequences to the recipient under these provisions.
BNY Mellon  Ø   2023 Proxy Statement     97
ITEM 5. APPROVAL OF 2023 LONG-TERM INCENTIVE PLAN   >  New Plan Benefits
New Plan Benefits
The amount of each participant’s awards, if any, for 2023 will be determined in the discretion of the committee and therefore cannot be calculated. As a result, the benefits that will be awarded or paid under the 2023 LTIP are not currently determinable. The awards granted for the 2022 year, which would not have changed if the 2023 LTIP had been in place instead of the current LTIP, are set forth in the following table.
Name and Position
   Dollar Value
($)⁽¹⁾    Number of
Shares/Units⁽²⁾
Robin Vince, President & CEO    $ 10,025,856    193,102
Emily Portney, Senior Executive Vice President & CFO    $ 4,336,255    83,518
Bridget E. Engle, Senior Executive Vice President & Head of Technology and Operations    $ 4,905,609    94,484
Roman Regelman, Senior Executive Vice President, CEO of Asset Servicing, Issuer Services and Digital    $ 4,336,255    83,518
Dermot McDonogh, Senior Executive Vice President    $ 3,650,028    70,301
All current executive officers, as a group (7 persons)    $ 22,515,471    433,657
All non-employee directors, as a group (10 persons)    $ 1,850,100    39,770
All non-executive officer employees, as a group    $ 312,695,832    6,022,647
1.
For all employees, the dollar value reflects the number of RSUs and PSUs granted in 2023 for 2022 performance multiplied by $51.92, which is the closing price of our common stock on the NYSE on the date of grant. For non-employee directors, the dollar value reflects the value of deferred stock units granted shortly following the 2022 Annual Meeting, as described in “Election of Directors—Director Compensation” above on page 44.
2.
For all employees, the number of shares underlying the PSUs reflects target payout. At maximum payout, the number of shares would increase by 50%. For additional information about how PSUs are earned, see “Compensation Discussion and Analysis—Compensation of Named Executive Officers—PSUs” on page 53 above. For non-employee directors, the number of shares reflects the dollar value of deferred stock units granted shortly following the 2022 Annual Meeting divided by $46.52, which was the closing price of our common stock on the NYSE on April 19, 2022, the date of grant.
98     BNY Mellon  Ø   2023 Proxy Statement
ITEM 6. STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER   RATIFICATION OF EXCESSIVE TERMINATION PAY
  >   Stockholder
       Proposal
Proposal and Background
John Chevedden, on behalf of Kenneth Steiner, c/o John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, the beneficial owner of ~~at least 500 shares~~more than $2,000 of our common stock for the last three years, has given notice that he intends to introduce the following resolution at the Annual Meeting. In accordance with the applicable proxy regulations, the text of the proponent’s proposal and supporting statement and any graphics, for which we accept no responsibility, are set forth immediately below:
Proposal ~~[4] — Right to Act by Written Consent~~6—Shareholder Ratification of Excessive Termination Pay
~~Resolved,~~
LOGO
Shareholders request that ~~our board~~the Board seek shareholder approval of ~~directors undertake such steps as may~~any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.
“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred pay earned and vested prior to termination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval after material terms are agreed upon.
Generous performance-based pay can sometimes be ~~necessary to permit written consent by shareholders entitled to cast~~justified but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests.
For instance, at one company, that does not have this policy, if the ~~minimum number of votes that would be necessary to authorize~~CEO terminated he could receive $44 million in termination pay—over 10 times his base salary plus short-term bonus. In the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.
~~This proposal topic won majority shareholder support at 13 major companies in a single year. This included67%-support~~ ~~at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.~~
~~Taking action by written consent in lieu~~event of a ~~meeting is~~change in control, the same person could receive a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting.
Our company now requires 20% of shares to aggregate their holdings to call a special meeting — a higher level than the 10% of shares permitted by our state of incorporation, Delaware. More than 100 Fortune 500 companies provide for both shareholder rights — to act by written consent and to call a special meeting. Our higher 20% threshold for shareholders to call a special meeting is one more reason that we should have the right to act by written consent.whopping $124 million in accelerated equity payouts even if he remained employed.
Shareholder ~~written consent~~Ratification of Excessive Termination Pay received between 51% and shareholder-called special meetings can be 2 means to elect directors with better qualifications than current directors after 2018. Our Board may have a refreshment problem with 3 directors with more than~~19-years~~ ~~tenure:~~65% support at:
AbbVie (ABBV)
~~John Luke~~ ~~21-years~~
~~Gerald Hassell~~ ~~19-years~~
~~Mark Nordenberg~~ ~~19-years~~
~~Long-tenure can impair the independence~~FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
Fiserv (FISV)
Please vote yes:
Shareholder Ratification of any director no mater how qualified. Plus Mr. Luke was on the audit and nomination committees. Mr. Nordenberg was on the audit committee. Some companies do not have long-tenured directors on important board committees.Excessive Termination Pay—Proposal 6

BNY Mellon  Ø   2023 Proxy Statement     99
~~BNY Mellon~~ ~~2018 Proxy Statement~~     73
ITEM 4.6. STOCKHOLDER PROPOSAL REGARDING
    ~~WRITTEN CONSENT~~
SHAREHOLDER   RATIFICATION OF EXCESSIVE TERMINATION PAY   >   ~~Board of Directors’~~Board’s
       Response

Voting
Adoption of this proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting by the holders of our common stock voting ~~in person~~at the Annual Meeting or by proxy. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted “against” this stockholder proposal.
Board’s Response
We have concluded that adoption of this proposal is not in the ~~stockholder proposal regarding written consent.~~
~~Board~~best interests of ~~Directors’ Response~~
~~After careful consideration of this proposal, we have concluded that it is not in the best interests of our stockholders. We therefore~~our stockholders and recommend that you vote AGAINST this proposal for the following reasons:

~~BNY Mellon regularly engages with and solicits the feedback of its stockholders and is proud of its track record of responsiveness to stockholders.~~The Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders. The Board recognizes that some stockholders may view the ability to act by written consent as an important right. However, the Board believes that BNY Mellon’s existing Bylaw provision that provides stockholders with the right to call special meetings offers a transparent and equitable mechanism for stockholders to raise matters for consideration by the Company’s stockholders, whereas this proposal’s written consent right would enable a limited group of stockholders to act without the same required transparency to all stockholders.
~~The Board of Directors~~
~~recommends a vote~~
~~“AGAINST” the stockholder proposal.~~
The Board recommends that stockholders vote against this proposal because it believes the written consent process, as set forth in this proposal, is less transparent and less democratic than holding a stockholders meeting, and thus deprives stockholders of a forum for discussion or opportunity to ask questions about proposed actions. Matters that are so important as to require stockholder approval should be communicated in advance so they can be considered and voted upon by all stockholders. This proposal would allow a group of stockholders to take action by written consent without prior communication to all stockholders of the proposed action or reasons for the action. The Board believes that, if implemented, this proposal would disenfranchise stockholders who will not have the opportunity to participate in the process.
BNY Mellon’s stockholders have the right to call a special meeting at a twenty percent threshold, which is the most common threshold among large public companies that provide their stockholders with that right. This threshold is less than half of what would be necessary for stockholders to act by written consent under this proposal. Therefore, any coalition of stockholders proposing to act by written consent could call a special meeting. This right to call a special meeting, along with our established stockholder communication and engagement practices, provides stockholders with opportunities to raise important matters and propose actions for stockholder consideration outside the annual meeting process. Stockholder meetings offer important protections and advantages that are absent from the written consent process under this proposal. The protections and advantages of stockholder meetings include:
The meeting and the stockholder vote take place in a transparent manner on a specified date that is publicly announced well in advance, giving all interested stockholders a chance to express their views and cast their votes.
~~The meeting provides stockholders with a forum for open discussion and consideration of the proposed stockholder action.~~
Accurate and complete information about the proposed stockholder action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.
~~The Board is able to analyze and provide a recommendation with respect to actions proposed to be taken at a stockholder meeting.~~
74     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ITEM 4. STOCKHOLDER PROPOSAL REGARDING~~
    ~~WRITTEN CONSENT~~
The company already has a tailored policy that prohibits certain severance arrangements unless they have been approved by stockholders. In July 2010, in response to stockholder support of a stockholder proposal, the Board adopted a policy (the “Shareholder Approval of Severance Policy”) that the company will not enter into a future severance arrangement with an executive that provides for severance benefits (as defined in the Shareholder Approval of Severance Policy) in an amount exceeding 2.99 times the sum of the executive’s annual base salary and target bonus for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives prior stockholder approval, as described in further detail under “Compensation Discussion & Analysis—Severance Benefits” on page 70. In addition, the Executive Severance Plan provides that the amount of payments and benefits payable under the Executive Severance Plan will be reduced to the extent necessary to comply with our Shareholder Approval of Severance Policy.The Executive Severance Plan does not provide any severance-related tax gross-ups, as described in further detail under “Compensation Discussion & Analysis—Severance Benefits” on page 70, and does not provide for any consulting fees, additional equity grants or special retirement provisions. We believe our existing program effectively aligns executive and stockholder interests and provides reasonable and appropriate limits on post-termination compensation.      >The Board ~~of Directors’ Response~~recommends a vote
“AGAINST” the stockholder
proposal.
LOGO
~~In contrast, adoption~~The proposal discourages the use of ~~this proposal would make it possible for the holders of a bare majority of shares of BNY Mellon common stock outstanding~~equity incentive awards, which support our strategy to ~~take significant corporate actions without any prior notice~~drive sustainable, long-term value. Our approach to the Company, the Board or the other BNY Mellon stockholders — actions that may have important ramifications for both BNY Mellon and its stockholders. This approach would effectively disenfranchise all of those stockholders who do not have (or are not given) the opportunity to participate in the written consent.
The Board also believes that BNY Mellon’s strong corporate governance practices make adoption of this proposal unnecessary. In addition to stockholders having the right to call special meetings, the Company has many other governance provisions that protect and empower stockholders, including:
~~Annual Election of Board of Directors — All of our directors are elected annually by the stockholders, and stockholders can remove directors with or without cause.~~
Majority Voting for Election of Board of Directors — We have adopted a majority voting standard pursuant to which in uncontested director elections, each director must be elected by a majority of votes cast.
Proxy Access for Director Nominations — We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board and for those nomineescompensation continues to be ~~included in~~designed to (1) directly link pay to performance, (2) recognize both corporate and individual performance, (3) promote long-term stock ownership, (4) attract, retain and motivate talented executives and (5) balance risk and reward, while taking into consideration stakeholder feedback and market trends and practices.
We believe that equity incentive awards support the ~~Company’s proxy statement and ballot.~~
~~Majority Voting for Stockholder Actions — Stockholder actions require only a majority of votes cast and not a majority of shares present and entitled to vote.~~
~~No “Poison Pill” (Stockholder Rights Plan) — We do not have a “poison pill” (also known as a stockholders’ rights plan)~~
~~Lead Independent Director — We have a Lead Independent Director who is selected by our independent directors and empowered with broad authority.~~
Stockholder Engagement — Stockholders can communicate directly with the Board and/or individual directors. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as executive compensation and corporate governance.
Contrary to the impression created by the proponent’s brief discussion of refreshment, we have pursued a deliberate and effective program of Board refreshment. Since January 1, 2014, eight new directors have joined the Board. In addition, to provide one important element of context, because the founding Board of Bank of New York Mellon was constituted in 2007, a calculation of Board tenure exceeding ten years necessarily involves adding earlier service on the Board of either Bank of New York or of Mellon, the companies that merged in 2007. In the interest of transparency, we disclose that information in our proxy statement.
Of the eighteen members of that founding Board, only four continue to serve as Directors today. Overall, our average Board tenure, even including years of service on the Board of our legacy companies, is among the lowest in our peer group, and that will fall even further in the years ahead as we move forward with our current refreshment initiatives.
~~In summary, the Board believes the adoption of this proposal is unnecessary because~~achievement of BNY Mellon’s ~~commitment~~long-term growth, directly link our executives’ pay to ~~good corporate~~performance, help attract, retain and motivate our executives and reinforce alignment of our executives’ financial rewards with our stockholders’ interests. At least 70% of our senior executives’ target total incentive compensation is in the form of equity incentive awards (restricted stock units and performance share units), including a significant portion tied to the achievement of performance goals such as relative TSR and return on tangible common equity.
We have strong governance practices with respect to equity incentive awards and provide for accelerated vesting of equity incentive awards only in limited circumstances, as described on page 79. Further, 100% of our executives’ incentive compensation is subject to risk assessment and clawback, forfeiture and recoupment, as described on page 69. Additionally, our regulators have expressed support for our current approach to equity compensation, which is consistent with regulatory recommendations. By including equity awards in the ~~right~~stockholder approval process, the proposal discourages the use of ~~stockholders~~a compensation tool that we believe is critical to ~~call special meetings~~delivering performance results in a manner that is aligned with our stockholders’ interests and ~~the ability~~consistent with our high standards of ~~stockholders to nominate directors through proxy access.~~ risk management.
The ~~Board also believes that this written consent~~ proposal would ~~circumvent~~put the ~~protections, procedural safeguards~~company at a competitive disadvantage by limiting the company’s ability to attract, retain and ~~advantages provided to all stockholders by stockholder meetings.~~
~~BNY Mellon~~ ~~2018 Proxy Statement~~     75
    ~~ITEM 5. STOCKHOLDER PROPOSAL REGARDING~~
    ~~PROXY VOTING REVIEW REPORT~~
  >  ~~Stockholder Proposal~~
~~Proposal~~motivate key talent. BNY Mellon competes for talented employees across a mix of businesses and ~~Background~~
~~Friends Fiduciary Corporation, 1650 Arch Street, Suite 1904, Philadelphia, PA 19103, has given notice that it intends to introduce at~~industries around the ~~Annual Meeting the following resolution, which wasco-filed~~ byworld and each of The Daniel L. Altschuler 1986 Trust IMA, 160 Riverside Drive, Apt. 9B, New York, NY 10024, and Mercy Investment Services, Inc., 2039 North Geyer Road, St. Louis, Missouri 63131-3332. Each of the proponents has indicated that they hold more than $2,000element of our ~~common stock. In accordance~~compensation program is designed to remain competitive with ~~the applicable proxy regulations, the text of the proponent’s proposal and supporting statement, for which we accept no responsibility, are set forth immediately below:~~
~~PROXY VOTING REVIEW BY BANK OF NEW YORK MELLON~~
Whereas: Bank of New York Mellon (“Bank”) is a respected global leader in the financial services industry and rightly proud of its good governance, positive social and environmental programs and services to clients.
For example, in 2015 the Bank announced it would make available a “wide range of environmental, social and governance (ESG) data and insight to its depository bank clients”, the first bank to offer this service to issuers, noting the growing momentum from investors and companies to carefully consider the financial implications of ESG factors.
Confirming the Bank’s concern about climate change, in a public statement before the Paris Climate conference, Bank of New York Mellon President Karen Peetz stated “Taking strategic action to mitigate climate change is good for our clients, our investors, our people and our world.”
In one of many statements by global leaders highlighting climate risk, Mark Carney, Governor of the Bank of England stated “the combination of the weight of scientific evidence and the dynamics of the financial system suggest that, in the fullness of time, climate change will threaten financial resilience and longer-term prosperity.” BlackRock has also published an important paper on climate risk highlighting the challenges and risks for investors.
Bank of New York Mellon and its subsidiaries invest money on behalf of their clients and as part of their fiduciary duty are responsible for recommending votes or voting proxies in their portfolios. Proxy voting is one of the principal ways investors can communicate with companies.
The Bank’s Proxy Voting and Governance Committee provides guidance on voting proxies to the Bank’s investment advisor subsidiaries, rightly focusing on their clients’ economic interests in giving voting advice and actively recommends votes in favor of numerous governance reforms.
Yet the proxy voting recommendations of the committee demonstrates consistent recommendations against virtually all environmental and social resolutions, even when there is a strong business and economic case supporting the resolution.
Many shareholder resolutions on the topic of climate change simply ask for more disclosure or goals to reduce greenhouse gas. In contrast funds managed by investment firms such as Goldman Sachs, Wells Fargo, Morgan Stanley, and AllianceBernstein supported the majority of these resolutions and investors like State Street and TIAA voted in favor of a significant percentage of resolutions on climate.
These incongruities pose a reputational risk to the company. Given the severe impacts of climate change, including significant risks to investors and the economy, there is also risk to BNY Mellon and its clients if its proxy voting practices ignore climate change.
We believe Bank of New York Mellon should review and report on its policies and proxy voting record on climate change taking into account scientific consensus and the bank’s fiduciary duty to clients.
~~Resolved: Shareowners request that the Board of Directors issue a report on proxy voting and climate change to shareholders prepared at reasonable cost and omitting proprietary information.~~

76100     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ITEM 5.6. STOCKHOLDER PROPOSAL REGARDING
    ~~PROXY VOTING REVIEW REPORT~~
SHAREHOLDER   RATIFICATION OF EXCESSIVE TERMINATION PAY   >   ~~Board of Directors’~~Board’s
       Response

~~Voting~~the market standard to attract, retain and motivate talented executives. The HRC committee reviews the Executive Severance Plan in light of competitive market data to help ensure the severance benefits available thereunder are in line with those offered by peer institutions.
~~Adoption of~~The competitive severance benefits offered under the Executive Severance Plan are often necessary when negotiating an external hire for a senior leadership position in order to induce the individual to leave a lucrative role with another company. Under this proposal, ~~requires~~severance arrangements that include accelerated vesting of equity awards would be left to a stockholder vote and talented candidates may be unwilling to wait for such approval or tolerate the ~~affirmative~~accompanying uncertainty, instead seeking employment elsewhere. As a result, the proposal would put us at a competitive disadvantage by limiting our ability to attract, retain and motivate key talent.
The proposal would unduly restrict the Human Resource and Compensation Committee’s and Board’s ability to structure executive compensation programs. The HRC Committee has responsibility to oversee executive compensation, including severance arrangements. The decision of whether, and how, to offer severance benefits is made by considering our executive compensation philosophy, the businesses and markets in which we compete for executive talent, and the long-term business strategy and priorities of the company. The HRC Committee, which consists of independent directors and has retained an independent compensation consultant, is in the best position to consider these factors and design executive compensation programs that align the interests of executives and stockholders. As explained above, 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 Shareholder Approval of Severance Policy) in an amount exceeding 2.99 times the sum of annual base salary and target bonus for the year of termination (or, if greater, for the year before the year of termination), unless such arrangement receives prior stockholder approval. In addition, the amount of payments and benefits payable under the Executive Severance Plan will be reduced to the extent necessary to comply with our policy regarding stockholder approval of executive severance arrangements.
Stockholders already have opportunities to express their approval of our executives’ compensation and the proposal presents a number of practical issues, including the significant time and expense associated with calling a special meeting to obtain stockholder approval. The stockholder votes required by the company’s existing Shareholder Approval of Severance Policy, annual say-on-pay votes, as well as the regular opportunity for stockholders to vote to approve the company’s equity compensation plans (including the LTIP this year), already enable stockholders to endorse or not endorse the compensation of our Named Executive Officers. Our stockholders have indicated significant support for our compensation programs, evidenced by the fact that the company’s say-on-pay approval rating has averaged 96% during the prior three years. In addition, in the event of a ~~majority of~~merger, acquisition or similar event, stockholders will have an opportunity to endorse or not endorse the ~~votes cast on the proposal at the Annual Meeting by the holders~~compensation of our common stock voting in person or by proxy. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted “against” the stockholder proposal regarding a proxy voting review report.Named Executive Officers.
~~Board of Directors’ Response~~
After careful consideration of this proposal, we have concluded that it is not in the best interests of our stockholders. We therefore recommend that you vote AGAINST this proposal for the following reasons:
Our stockholders rejected a nearly identical proposal at last year’s Annual Meeting, with over 93% of shares voted against a proposal that the Company provide a report on proxy voting and climate change.~~Notwithstanding the clear vote of our stockholders, this stockholder is presenting the same proposal again this year.~~
~~The Board of Directors~~
~~recommends a vote~~
~~“AGAINST” the stockholder~~
~~proposal.~~
The proposal ~~erroneously conflates~~would create expensive and impractical obstacles by requiring the company to call a special meeting of stockholders in order to negotiate a severance agreement that includes accelerated vesting of equity awards. Because the timing of stockholder meetings likely will not coincide with the company’s negotiations with employment candidates, a special meeting of stockholders may be required to approve and finalize any such arrangements, which would be costly and time consuming for the company, and as highlighted above, such delay may cause qualified candidates to seek employment elsewhere.
The proposal conflicts with our stockholder-approved, broad-based equity plan and could create a misalignment between the executives and stockholders during a change in control transaction. The proposal conflicts with BNY Mellon’s ~~position on climate~~stockholder-approved, broad-based LTIP, which provides for vesting of outstanding equity awards in the event of a qualifying termination following a change ~~with the separate proxy voting practices of our subsidiaries that act as investment advisers.~~
~~The Board must act~~ in ~~what it believes to be the best interests~~control of the company, except as otherwise provided in an award agreement. This double-trigger vesting provision encourages our executives, who might be concerned by their potential loss of employment, to focus on achieving our goals, including pursuing and ~~our stockholders, including appropriately addressing issues related to climate change. In this regard, we note that BNY Mellon’s commitment to carbon reduction has earned the company recognition as~~completing a ~~leader in efforts and actions to combat climate change.~~
The company was carbon neutral in 2017 and 2016 and has a strategy in place to remain carbon neutral in 2018. The company’s efforts to mitigate climate change have been widely recognized, earning us a place on CDP’s Climate A List for five consecutive years, inclusion in the FTSE4Good Index for five consecutive years and inclusion in the Dow Jones Sustainability World Index for four consecutive years. We have also earned the top ranking among our peers from Bloomberg for environmental, social and governance (“ESG”) disclosure. As an entirely separate matter, our investment adviser subsidiaries (“Member Firms”) have a responsibility to acttransaction if doing so is in the best interests of ~~their clients when voting proxies~~stockholders. Also, as noted above, we do not provide any severance-related tax gross-ups, as described on ~~behalf~~page 70.
The proposal would effectively eliminate this important stabilizing feature of ~~those clients. That includes making their own determinations as to how to vote on environmental proposals. The~~our stockholder-approved LTIP by requiring stockholder ~~proposal’s recommendation that~~approval of accelerated vesting of equity awards, which could create a misalignment between the ~~Board intervene in oversight~~interests of ~~the Member Firms’ proxy voting would increase the company’s involvement in Member Firms’ proxy voting~~our executives and stockholders in a ~~manner that is both significant~~change in control transaction.
Our existing compensation program, including our Shareholder Approval of Severance Policy and ~~contrary~~our stockholder-approved, broad-based LTIP, serve to ~~their obligations. If implemented, the~~align executive and stockholder ~~proposal would elevate the social objectives of BNY Mellon over the obligation of the Member Firms to vote proxies based on a consideration of their clients’ best interests.~~
~~Our Member Firms’ proxy voting records reflects a thoughtful,case-by-case~~ ~~approach consistent with their fiduciary duties.~~ ~~For many of our Member Firms, proxy voting is assisted~~interests and ~~guided by our Proxy Voting~~provide reasonable and Governance Committee, which has established voting guidelines designed to maximize the economic value of Member Firms’ clients’ securities. Under these voting guidelines, environmental proposals are reviewed on a~~case-by-case~~ basis, with proxy votes generally cast for stockholder-sponsored environmental proposals when “the proposal reasonably can be expected to enhance long-term stockholder value and when management fails to respond meaningfully to the proposal.” Given that our publicly disclosed voting guidelines already articulate voting policies with respect to environmental proposals and that our proxy voting record is already publicly filed with the SEC, the Board believes that no benefit would be realized from the resources that would be spent to analyze each voting decision made by our Member Firms and determine whether it was consistent with BNY Mellon’s own internal position on climate change.

BNY Mellon  Ø   2023 Proxy Statement     101
~~BNY Mellon~~
~~2018 Proxy Statement~~    ITEM 6. STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER   RATIFICATION OF EXCESSIVE TERMINATION PAY 77
  >   Board’s
       Response
appropriate limits on post-termination compensation. Adoption of this proposal would discourage the use of a compensation tool that we believe is critical to our growth and ability to attract key talent, could create a misalignment of incentives between executives and stockholders during a change in control transaction, and could present a time-consuming and costly obstacle for the company. We believe that our HRC Committee, which consists solely of independent directors, is in the best position to design and oversee executive compensation programs that align the interests of executives and stockholders. For these reasons and the others discussed herein, we recommend that you vote AGAINST this proposal.
102     BNY Mellon  Ø   2023 Proxy Statement
ADDITIONAL INFORMATION
    ~~ADDITIONAL INFORMATION~~
EQUITY COMPENSATION PLANS
   Page 79104

INFORMATION ON STOCK OWNERSHIP
   Page 80105
Beneficial Ownership of Shares by Holders of More Than 5% of Outstanding Stock
   Page 80105
Beneficial Ownership of Shares by Directors and Executive Officers
   Page 80106
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports
   Page 81106

ANNUAL MEETING Q&A
   Page 82107

OTHER INFORMATION
   Page 85111
Stockholder Proposals for ~~2019~~2024 Annual Meeting
   Page 85111
~~Corporate Governance Guidelines and Codes of Conduct~~
~~Page 85~~
~~Business Relationships and Related Party Transactions Policy~~
~~Page 85~~
How Our Board Solicits Proxies; Expenses of Solicitation
   Page 86111
Householding
   Page 87111
Other Business
   Page 87112

HELPFUL RESOURCES
   Page 88113

78BNY Mellon  Ø     ~~BNY Mellon~~  2023 Proxy Statement       ~~2018 Proxy Statement~~103
ADDITIONAL INFORMATION   >  Equity Compensation Plans

The following table shows information relating to the number of shares authorized for issuance under our equity compensation plans as of December 31, ~~2017.~~2022.

~~Plan Category~~
~~Number of securities~~
~~to be issued upon exercise~~
~~of outstanding options,~~
~~warrants and rights~~
~~Weighted average~~
~~exercise price of~~
~~outstanding options,~~
~~warrants and rights~~
~~Number of securities~~
  ~~remaining available for~~
~~future issuance under~~
~~equity compensation~~
~~plans (excluding~~
~~securities reflected in~~
~~second column)~~
~~Equity compensation plans~~
~~Approved by stockholders~~
~~26,044,903~~⁽¹⁾
~~$37.25~~
~~33,902,199~~⁽²⁾
~~Not approved by stockholders~~
~~109,375~~⁽³⁾
~~$42.03~~
—
~~Total~~
~~26,154,278~~⁽⁴⁾
~~$37.27~~⁽⁵⁾
~~33,902,199~~
Plan Category    Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights Weighted average
exercise price of
outstanding options,
warrants and rights    Number of securities
  remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
second column)
Equity compensation plans

Approved by stockholders
   15,086,135 ⁽¹⁾ —    22,108,867 ⁽²⁾
Not approved by stockholders
   52,541 ⁽³⁾ —    —
Total
   15,138,676 ⁽⁴⁾    22,108,867

(1)
Includes ~~25,281,084 and 489,228~~15,086,135 shares of common stock that may be issued pursuant to outstanding, ~~options,~~ RSUs, PSUs and escrowed dividends awarded under ~~The Bank of New York Mellon Corporation Long-Term Incentive Plan and~~ the Mellon Long-Term Profit Incentive Plan (2004), respectively; 8,398 shares of common stock that may be issued pursuant to outstanding director deferred share units under the Mellon Director Equity Plan (2006); 252,762 shares of common stock that may be issued pursuant to outstanding stock-based awards under the legacy Bank of New York Long-Term Incentive Plans; and 13,431 shares of common stock that may be issued pursuant to outstanding stock options under The Bank of New York Mellon Corporation Employee Stock Purchase Plan.LTIP. The number of shares of common stock that may be issued pursuant to outstanding unearned PSUs reflects the target payout. At maximum payout, the number of shares would increase by ~~775,553.~~730,324. For additional information about how PSUs are earned, see “Compensation Discussion and ~~Analysis —~~ Analysis—Compensation of ~~Named Executives — Outstanding~~ NEOs—PSUs” on page ~~47 above.~~53.

(2)
Includes ~~5,903,266~~4,538,950 shares of common stock that remain available for issuance under The Bank of New York Mellon Corporation Employee Stock Purchase Plan and ~~27,998,933~~17,569,917 shares of common stock that remain available for issuance under ~~The Bank of New York Mellon Corporation Long-Term Incentive Plan, 13,258,636 of which may be granted as restricted stock or RSUs (or other full value awards), and any full-value awards from~~ the ~~remaining 14,740,297 shares will continue to be counted as 2.75 shares against such remaining shares.~~LTIP.

(3)
Includes ~~2,000~~52,541 shares of common stock that may be issued pursuant to ~~options outstanding~~deferrals under the Mellon Stock Option Plan for Affiliate Boards of Directors. The Mellon Stock Option Plan for Affiliate Boards of Directors, which we assumed in the merger and refer to as the “Affiliate Board Plan,” provided for grants of stock options to the~~non-employee~~ members of affiliate boards who were not also members of Mellon’s Board of Directors. No grants were available to Mellon employees under these plans. The timing, amounts, recipients and other terms of the option grants were determined by the terms of the option plans for Mellon’s Board of Directors and no person or committee had discretion over these grants. The exercise price of the options is equal to the fair market value of Mellon’s common stock on the grant date. All options have a term of 10 years from the regular date of grant and become exercisable one year from the regular grant date. Directors elected during the service year were granted options on a pro rata basis to those granted to the directors at the start of the service year. No further grants are being made under the Affiliate Board Plan, although the practice was continued through 2009 by issuing grants under The Bank of New York ~~Mellon Corporation Long-Term Incentive Plan.~~
~~Also includes shares of common stock that may be issued pursuant to deferrals under the Bank of New York~~ Directors Plan, which is ~~described in further detail in “Director Compensation” on page 31 above.~~
~~(4)~~ ~~The weighted average term for the expiration of outstanding stock options under our equity compensation plans is 2.7 years.~~
~~(5)~~ ~~This weighted-average exercise price relates only to the options~~ described in ~~footnote 1. Shares underlying RSUs, PSUs and deferred share units are deliverable without the payment of any consideration, and therefore these awards have not been taken into account~~further detail in ~~calculating the weighted-average exercise price.~~“Director Compensation” on page 45 above.

104     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~ ~~2018 Proxy Statement~~     79
ADDITIONAL INFORMATION   >  Information on Stock Ownership

Beneficial Ownership of Shares by Holders of
More Than 5% of Outstanding Stock
As of February ~~9, 2018,~~16, 2023, we had ~~1,007,546,643~~799,675,964 shares of common stock outstanding. Based on filings made under Section 13(d) and 13(g) of the Exchange Act reporting ownership of shares and percent of class as of December 31, ~~2017, as of February 9, 2018,~~2022, the only persons known by us to be beneficial owners of more than 5% of our common stock as of February 16, 2023 were as follows:

Name and Address of Beneficial Owner


Shares of Common Stock
                Beneficially Owned


                Percent of Class


Shares of Common Stock
                Beneficially Owned

                Percent of Class
The Vanguard Group⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355



68,324,688



6.67

%

   70,120,078    8.68 %
Warren E. Buffett and Berkshire Hathaway Inc.⁽²⁾
3555 Farnam Street
Omaha, NE 68131



60,818,783



5.9

%

Dodge & Cox⁽²⁾
555 California Street, 40^th Floor
San Francisco, CA 94104
   59,815,247    7.4 %
BlackRock, Inc.⁽³⁾
55 East 52nd Street
New York, NY 10055



58,721,542



5.7

%

   64,560,326    8.0 %

(1)
Based on a review of the Schedule ~~13G~~13G/A filed on February ~~12, 2018~~9, 2023 by The Vanguard Group. The Schedule ~~13G~~13G/A discloses that The Vanguard Group had ~~sole voting power as to 1,431,137 shares,~~ shared voting power as to ~~225,167~~1,078,750 shares, sole dispositive power as to ~~66,698,465~~66,945,857 shares and shared dispositive power as to ~~1,626,223~~3,174,221 shares.

(2)
Based on a review of the Schedule ~~13G~~13G/A filed on February 14, ~~2018~~2023 by ~~Warren E. Buffett, Berkshire Hathaway Inc. and certain other reporting persons of which none beneficially owns more than 5% of our common stock.~~Dodge & Cox. The Schedule ~~13G~~13G/A discloses that ~~Mr. Buffett~~Dodge & Cox had ~~shared~~sole voting power as to ~~60,818,783~~56,275,308 shares and ~~shared~~sole dispositive power as to ~~60,818,783 shares, and Berkshire Hathaway Inc. had shared voting power as to 60,818,783 shares and shared dispositive power as to 60,818,783~~59,815,247 shares.

(3)
Based on a review of the Schedule ~~13G~~13G/A filed on ~~January 29, 2018~~February 7, 2023 by BlackRock, Inc. The Schedule ~~13G~~13G/A discloses that BlackRock, Inc. had sole voting power as to ~~50,221,232~~57,333,012 shares and sole dispositive power as to ~~58,721,542~~64,560,326 shares.
We and our affiliates engage in ordinary course brokerage, asset management or other transactions or arrangements with, and may provide ordinary course financial services to, holders of 5% or more of our outstanding common stock, including asset servicing, clearing, issuer services, treasury services, ~~global markets,~~ broker-dealer ~~liquidity investment~~ and credit services. These transactions are negotiated on anarm’s-length basis and contain terms and conditions that are substantially similar to those offered to other customers under similar circumstances. Please also refer to the “Business Relationships and Related Party Transactions Policy” starting on page 31 for additional information.
BNY Mellon  Ø   2023 Proxy Statement     105

ADDITIONAL INFORMATION     >  Information on Stock Ownership
Beneficial Ownership of Shares by Directors
and Executive Officers
The table below sets forth the number of shares of our common stock beneficially owned as of the close of business on February ~~9, 2018~~16, 2023 by each director, each nominee for director, each individual included in the ~~“Summary~~“2022 Summary Compensation Table” on page 5872 above and our current directors and executive officers as a group, based on information furnished by each person. ~~Except as otherwise indicated, sole~~Sole voting and sole investment power with respect to the shares shown in the table below are held either by the individual alone or by the individual together with his or her immediate family. Each of our directors and executive officers is subject to our robust anti-hedging and anti-pledging policy, which is described above under ~~“Compensation Discussion~~“Hedging and ~~Analysis — Anti-Hedging Policy”~~Pledging” on page ~~53.~~68.

Beneficial Owners

                Shares of Common Stock
Beneficially Owned⁽¹⁾⁽²⁾
Linda Z. Cook
   ~~2,830~~
23,189
Joseph J. Echevarria
   ~~22,328~~
76,736
Bridget E. Engle
   ~~139,679~~
~~Edward P. Garden~~
~~15,776,596~~⁽³⁾
80,414
Thomas P. “Todd” Gibbons
184,887
M. Amy Gilliland
   ~~619,746~~⁽⁴⁾
8,283
Jeffrey A. Goldstein
~~26,216~~
80    ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ADDITIONAL INFORMATION  >   Information on Stock Ownership~~
~~Beneficial Owners~~
66,981
                 ~~Shares of Common Stock~~
~~Beneficially Owned~~⁽¹⁾⁽²⁾
~~Mitchell E. Harris~~
K. Guru Gowrappan
   ~~171,934~~
8,283
~~Gerald L. Hassell~~
Ralph Izzo
   ~~1,664,129~~⁽⁵⁾
16,012
~~John M. Hinshaw~~
Dermot McDonogh
   ~~19,864~~
0
~~Edmund F. “Ted” Kelly~~
Sandie O’Connor
   ~~49,382~~
410
~~John A. Luke, Jr.~~
Emily Portney
   ~~67,415~~
110,217
~~Jennifer B. Morgan~~
Roman Regelman
   ~~4,404~~
~~Mark A. Nordenberg~~
~~46,467~~
54,339
Elizabeth E. Robinson
   ~~2,830~~
26,291
~~Charles W. Scharf~~
Frederick O. Terrell
   ~~224,165~~⁽⁶⁾
13,685
~~Samuel C. Scott III~~
Robin Vince
   ~~59,615~~
59,897
~~Brian T. Shea~~
Alfred W. “Al” Zollar
   ~~181,815~~
17,270
12,748
All current directors and executive officers, as a group (23 persons)
   ~~17,732,190~~
776,675

(1)
On February ~~9, 2018,~~16, 2023, none of the individuals named in the above table beneficially owned more than 1% of our outstanding shares of common stock, other than Mr. Garden, who may be deemed to hold approximately 1.6% of our outstanding shares as a result of his affiliation with Trian (see footnote 3 below). Including shares held by Trian, allstock. All current directors and executive officers as a group beneficially owned approximately ~~1.8%~~0.10% of our outstanding stock on February ~~9, 2018.~~16, 2023.

(2)
Includes the following amounts of common stock which the indicated individuals and group have the right to acquire under our equity plans and deferred compensation plans within 60 days of February ~~9, 2018:~~16, 2022: Ms. Cook, ~~2,830;~~23,189; Mr. Echevarria, ~~22,328;~~76,736; Ms. Engle, ~~71,633; Mr. Garden, 9,324;~~43,324; Mr. Gibbons, ~~372,987;~~67,465; Ms. Gilliland, 8,283; Mr. Goldstein, ~~26,216;~~66,981; Mr. ~~Harris, 75,145;~~Gowrappan, 8,283; Mr. ~~Hassell, 896,616;~~Izzo, 16,012; Ms. O’Connor, 410; Ms. Portney, 49,234; Mr. ~~Hinshaw, 932; Mr. Kelly, 44,948; Mr. Luke, 39,713; Ms. Morgan, 1,415; Mr. Nordenberg, 44,948;~~Regelman, 15,429; Ms. Robinson, ~~2,830;~~26,291; Mr. ~~Scott, 55,653;~~Terrell, 13,685; Mr. ~~Shea, 53,965;~~Zollar, 17,270; and current directors and executive officers as a group, ~~932,747.~~453,219.
Also includes the following additional number of RSUs, deferred share units and phantom stock: Ms. Engle, 68,046; Mr. Gibbons, 56,922; Mr. Harris, 40,230; Mr. Hassell, 155,091; Mr. Hinshaw, 18,931; Ms. Morgan, 2,989; Mr. Scharf, 36,740; Mr. Shea, 57,722; and current directors and executive officers as a group, 395,165. These individuals do not have voting or investment power with respect to the underlying shares, nor the right to acquire the underlying shares within 60 days of February 9, 2018.
~~(3)~~ Includes 15,767,272 shares owned by the Trian Entities (as defined below). Trian, an institutional investment manager, serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment~~Fund-A,~~ ~~L.P., Trian Partners Strategic InvestmentFund-D,~~ ~~L.P., Trian Partners Strategic InvestmentFund-N,~~ ~~L.P., Trian Partners Fund(Sub)-G,~~ ~~L.P., Trian Partners StrategicFund-G~~ ~~II, L.P., Trian Partners StrategicFund-G~~ ~~III, L.P. and Trian Partners StrategicFund-K,~~ L.P. (collectively, the “Trian Entities”) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the company held by them. None of such shares are held directly by Mr. Garden. Of such shares, approximately 14,962,523 million shares are currently held in the ordinary course of business with other investment securities owned by the Trian Entities in~~co-mingled~~ margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Entities. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule~~13d-3~~ ~~under the Exchange Act) the shares owned by the Trian Entities. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.~~
~~(4)~~ ~~Includes 29,217 shares held by Mr. Gibbons’ children.~~
~~(5)~~ Includes 56,604 shares held by Mr. Hassell’s spouse, as to which Mr. Hassell disclaims beneficial ownership. Also includes 20,000 shares over which Mr. Hassell exercises investment discretion held in trusts, and 59,145 shares held in a charitable foundation for which Mr. Hassell is the Grantor and President.
~~(6)~~ ~~Includes 525 shares held in a family trust.~~
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. Our directors and executive officers must also provide us with copies of these reports. We have reviewed the copies of the reports that we have received and written representations that no Form 5 was required from the individuals required to file the reports. Based on this review, we believe that during ~~2017~~2022 each of our directors and executive officers timely complied with applicable reporting requirements for transactions in our equity securities.

106     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~ ~~2018 Proxy Statement~~     81
ADDITIONAL INFORMATION   >  Annual Meeting Q&A

The Board ~~of Directors~~ is soliciting your proxy for our ~~2018~~2023 Annual Meeting of ~~stockholders~~Stockholders and any adjournment of the meeting, for the purposes set forth in the Notice of Annual Meeting. We intend to hold the Annual Meeting at our offices in New York (240 Greenwich Street, New York, New York, 10286).

Q:
Who Can Attend ~~The~~the Annual Meeting? How Do I Attend?

A:
Only stockholders of record of our common stock at the close of business on February ~~9, 2018~~16, 2023 (the “record date”) have a right to attend the Annual Meeting. ~~Admission~~In-person admission to the Annual Meeting will be on a first-come, first-served ~~basis and will require an~~basis. For in-person admission ~~ticket. In order to be admitted~~ to the ~~annual meeting,~~Annual Meeting, you ~~will need to~~must (i) register in advance and (ii) present ayour admission ticket and government-issued photo identification (such as a driver’s license or passport). You will not be admitted to the Annual Meeting if you have not registered in advance. Please see “How Do I Receive an Admission Ticket?” below for directions on how to register for the meeting and obtain your admission ticket. If you are representing an entity that is a stockholder, you must also present documentation showing your authority to attend and act on behalf of the entity (such as a power of attorney, written proxy to vote or letter of authorization on the entity’s letterhead). We reserve the right to restrict admission to the meeting or limit the number of representatives for any entity that may be admitted to the meeting for security or health and safety reasons at our sole discretion.
If you do not pre-register for the meeting, you will not be admitted to the meeting. Attendees ~~that~~who disrupt or impede the meeting or breach the rules of conduct may be removed from the ~~meeting as well.~~meeting. No cameras, recording equipment, large bags or packages will be permitted in the Annual Meeting. The use of cell phones, smart phones, tablets and other personal communication devices for any reason during the Annual Meeting is strictly prohibited.

Q: ~~How Do I Receive An Admission Ticket?~~
A live audio-only webcast of the Annual Meeting will be available at https://www.bnymellon.com/us/en/investor-relations/index.jsp for stockholders that wish to attend the meeting virtually as a guest. You will not be able to vote your shares or submit questions during the meeting if you attend as a guest through the webcast.

A:Q:
How Do I Register for the Meeting and Receive an Admission Ticket?
A:
To ensure that we are able to accommodate all stockholders that seek to attend, we are requiring all stockholders that wish to attend the Annual Meeting in person to register in advance. You may pre-register by visiting www.proxyvote.com and clicking the “Register for Meeting” link. If you received your proxy materials by mail, you can use the 16-digit control number on your proxy card (for stockholders of record) or voting instruction form (for beneficial owners) to access www.proxyvote.com and register for the meeting. If you received your proxy materials by email, you will be able to access the meeting registration link directly from the email. Registration for in-person attendance will be open until 5:00 pm (ET) on April 11, 2023 (the day before the Annual Meeting). You will not be admitted to the meeting if you do not register in advance.
If you received your proxy materials by mail, your admission ticket will be your proxy card (stockholders of record only) or voting instruction form (beneficial owners only). If you received your proxy materials by email, you will be given an opportunity to ~~print~~obtain an admission ticket ~~after~~when you ~~vote online.~~
~~We encourage stockholders topre-register~~ ~~in advance of the Annual Meeting by visiting www.proxyvote.com. You will need your16-digit~~ ~~control number to access www.proxyvote.com, which you can find on your proxy card or voting instruction form.~~
Q: ~~Who~~register for the meeting online at www.proxyvote.com. To be admitted to the meeting, you must pre-register and present your admission ticket and government issued photo identification (see “Who Can ~~Vote At~~Attend The Annual Meeting? How Do I Attend?” above).

A:Q:
Who Can Vote At the Annual Meeting?
A:
Only stockholders as of the record date, February 16, 2023, may vote at the Annual Meeting. On the record date, we had ~~1,007,546,643~~799,675,964 shares of common stock outstanding. You are entitled to one vote for each share of common stock that you owned on the record date. The shares of common stock held in our treasury will not be voted. Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares promptly. Please see “What If I Am A “Beneficial Owner?”” below for information on providing voting instructions if you hold your shares of common stock through a broker, bank or other nominee.

Q:
What Is Aa Proxy?

A:
Your proxy gives us authority to vote your shares and tells us how to vote your shares at the Annual Meeting or any adjournment. Three of our employees, who are called “proxies” or “proxy holders” and are named on the proxy card, will vote your shares at the Annual Meeting according to the instructions you give on the proxy card or by telephone or over the Internet.
BNY Mellon  Ø   2023 Proxy Statement     107
ADDITIONAL INFORMATION     >  Annual Meeting Q&A

Q:
How Are Proxy Materials Being Distributed?
A:
We are using the SEC rule that allows companies to furnish proxy materials to their stockholders over the Internet. In accordance with this rule, on or about March 1, 2023, we sent a Notice or a full set of proxy materials to our stockholders of record at the close of business on February 16, 2023. The Notice contains instructions on how to access the Proxy Statement and 2022 Annual Report via the Internet and how to vote. If you receive a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet. This proxy statement will also be available on our website at www.bnymellon.com/proxy.
   The electronic method of delivery will enable us to reduce our environmental impact, decrease our postage and printing expenses and expedite delivery of proxy materials to you, and we encourage you to take advantage of the availability of the proxy materials on the Internet. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form on a one-time or ongoing basis. Stockholders who do not receive the Notice will receive either a paper or electronic copy of this proxy statement and the 2022 Annual Report, which will be sent on or about March 1, 2023.
Q:
How Do I Vote? What Are ~~The~~the Different Ways I Can Vote My Shares?

A:
If you are a “stockholder of record” (that is, you hold your shares of our common stock in your own name), you may vote your shares by using any of the following methods. Depending on how you hold your shares, you may receive more than one proxy card.

LOGO

In Person at the Annual Meeting
If you are a registered stockholder or hold a proxy from a registered stockholder (and meet other requirements as described in “Who Can Attend the Annual Meeting? How Do I Attend?” on ~~this~~ page ~~82)~~107), you may attend the Annual Meeting and vote in person by obtaining and submitting a ballot that will be provided at the meeting.

LOGO

By Submitting a Proxy by Mail
To submit a proxy by mail, complete, sign, date and return the proxy card in the postage-paid envelope provided to you.

LOGO

By Submitting a Proxy by Telephone
To submit a proxy by telephone, call the toll-free telephone number listed on the proxy card. The telephone voting procedures, as set forth on the proxy card, are designed to authenticate your identity, to allow you to provide your voting instructions and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

LOGO

By Submitting a Proxy by Internet
To submit a proxy by ~~internet,~~Internet prior to the Annual Meeting, use the ~~internet~~Internet site listed on the proxy card. The ~~internet~~Internet voting procedures, as set forth on the proxy card, are designed to authenticate your identity, to allow you to provide your voting instructions and to confirm that your instructions have been properly recorded. If you vote by ~~internet,~~Internet, you should not return your proxy card.

Q:
82     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ADDITIONAL INFORMATION  >~~  ~~Annual Meeting Q&A~~
Q:
What If I Am Aa “Beneficial Owner?”

A:
If you are a “beneficial owner,” also known as a “street name” holder (that is, you hold your shares of our common stock through a broker, bank or other nominee), you will receive ~~voting~~ instructions on how to vote at the meeting (including, if your broker, bank or other nominee elects to do so, instructions on how to vote your shares by telephone or over the Internet) ~~from~~as part of your proxy materials provided by the record ~~holder, and you~~holder. You must follow those instructions to be able to attend the Annual Meeting and have your shares ~~voted at the Annual Meeting.~~voted.

Q:
If I Vote By Proxy, How Will My Shares Be Voted? What If I Submit Aa Proxy Without Indicating How To Vote My Shares?

A:A:
If you vote by proxy through mail, telephone or over the Internet, your shares will be voted in accordance with your instructions. If you sign, date and return your proxy card without indicating how you want to vote your shares, the proxy holders will vote your shares in accordance with the following recommendations of the ~~Board of Directors:~~Board:
108     BNY Mellon  Ø   2023 Proxy Statement
ADDITIONAL INFORMATION     >  Annual Meeting Q&A

Proposal 1


FOR the election of each nominee for director.

Proposal 2
FOR the advisory resolution to approve the 2022 compensation of our NEOs.

Proposal 2
3

FOR conducting the say-on-payadvisory ~~resolution to approve the 2017 compensation of our named executives.~~
vote every year.

Proposal 3
4

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018.~~2023.

Proposal 4
5

~~AGAINST~~
FOR approving the ~~stockholder proposal regarding written consent.~~
2023 Long-Term Incentive Plan.

Proposal 5
6

AGAINSTthe stockholder proposal regarding ~~a proxy voting review report.~~stockholder ratification of certain executive severance payments, if properly presented.

In addition, if other matters are properly presented for voting at the Annual Meeting, the proxy holders are also authorized to vote on such matters as they shall determine in their sole discretion. As of the date of this proxy statement, we have not received notice of any other matters that may be properly presented for voting at the Annual Meeting.

Q:
What If I Want To Revoke My Proxy?

A:
You may revoke your proxy at any time before it is voted at the Annual Meeting by:

delivering a written notice of revocation to our Corporate Secretary at ~~225 Liberty~~240 Greenwich Street, New York, NY ~~10286;~~10286 or via email to CorporateSecretary@bnymellon.com;

submitting another signed proxy card with a later date;

submitting another proxy by telephone or over the Internet at a later date; or

attending the Annual Meeting and voting ~~in person.~~electronically.

Q:
What Is Aa Quorum?

A:
A quorum is the minimum number of shares required to conduct business at the Annual Meeting. Under ourby-laws, to have a quorum, a majority of the outstanding shares of stock entitled to vote at the Annual Meeting must be represented ~~in person~~electronically or by proxy at the meeting. Abstentions and brokernon-votes (as defined below) are counted as present for determining the presence of a quorum. Inspectors of election appointed for the Annual Meeting will tabulate all votes cast ~~in person~~electronically or by proxy at the Annual Meeting. In the event a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

Q:
~~BNY Mellon~~ ~~2018 Proxy Statement~~     83
    ~~ADDITIONAL INFORMATION  >  Annual Meeting Q&A~~
Q:
What Vote Is Required For Approval Of Aa Proposal At ~~The~~the Annual Meeting?

A:
Ourby-laws provide for a majority vote standard in an uncontested election of directors, such as this year’s election. Accordingly, each of the 1211 nominees for director will be elected if more votes are cast “for” a director’s election than are cast “against” such director’s election, as discussed further under “Majority Voting Standard” on page 1719 above. The vote on Item 3.—Say-On-Pay Vote Frequency is an advisory vote. The option of one year, two years or three years that receives the greatest number of votes will be deemed to have received the recommendation of the stockholders. All other matters to be voted on at the Annual Meeting require the favorable vote of a majority of the votes cast on the applicable matter electronically at the ~~meeting, in person~~Annual Meeting or by proxy for approval.
Abstentions and brokernon-votes are not treated as votes cast, will not have the effect of a vote for or against a proposal or for or against a director’s election, and will not be counted in determining the number of votes required for approval or election.

Q:
BNY Mellon  Ø   2023 Proxy Statement     109
ADDITIONAL INFORMATION     >  Annual Meeting Q&A
Q:
What If I Hold My Shares Through Aa Broker?

A:
If your shares are held through a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For the ratification of the auditor (Proposal 3)4), the broker may vote your shares in its discretion. For all other proposals, the broker may not vote your shares at all if you do not give instructions (this is referred to as a “brokernon-vote”). As a result, on each of these items (other than Proposal 4), if you hold your shares in street name, your shares will be voted only if you give instructions to your broker.

84110     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ADDITIONAL INFORMATION   >  Other Information

Stockholder Proposals for ~~2019~~2024 Annual Meeting
Stockholder proposals intended to be included in our proxy statement and voted on at our ~~2019~~2024 Annual Meeting of ~~stockholders~~Stockholders (other than proxy access nominations) must be received at our offices at ~~225 Liberty~~240 Greenwich Street, New York, NY 10286, Attention: Corporate Secretary or via email at CorporateSecretary@bnymellon.com, on or before November ~~9, 2018.~~ 1, 2023.
Stockholders who wish to submit a proxy access nomination for inclusion in our proxy statement in connection with our ~~2019~~2024 Annual Meeting of Stockholders may do so by submitting a nomination in compliance with the procedures and along with the other information required by ourby-laws to ~~225 Liberty~~240 Greenwich Street, New York, NY 10286, Attention: Corporate Secretary, or via email at CorporateSecretary@bnymellon.com, no earlier than October ~~10, 2018~~2, 2023 and no later than November ~~9, 2018. Applicable SEC rules and regulations and the provisions of ourby-laws~~ ~~govern the submission, and our consideration, of stockholder proposals or proxy access candidates for inclusion in the 2019 Annual Meeting proxy statement and form of proxy.~~1, 2023.
Pursuant to ourby-laws, in order for any business not included in the notice of meeting for the ~~2019~~2024 Annual Meeting of Stockholders to be brought before the meeting by a stockholder entitled to vote at the meeting (including nominations of candidates for director), the stockholder must give timely written notice of that business to our Corporate Secretary. To be timely, the notice must not be received any earlier than November ~~9, 2018~~1, 2023 (at least 120 days prior to March ~~9, 2019)~~1, 2024), nor any later than December ~~9, 2018~~1, 2023 (90 days prior to March ~~9, 2019)~~1, 2024). The notice also must contain the information required by ourby-laws. ~~The foregoingby-law~~ ~~provisions do not affect a stockholder’s ability~~
In addition to ~~request inclusion of a proposal in~~satisfying the foregoing requirements under our ~~proxy statement within~~by-laws, to comply with the ~~procedures and deadlines set forth in Rule14a-8~~ ~~of the SEC’s~~universal proxy rules ~~and referred~~(once effective), stockholders who intend to solicit proxies in support of director nominees other than BNY Mellon’s nominees must provide notice that sets forth the ~~paragraph above. A proxy may confer discretionary authority to vote on any matter at a meeting if we do not receive notice of~~information required by Rule 14a-19 under the ~~matter within the timeframes described above.~~ Exchange Act no later than February 11, 2024.
A copy of ourby-laws is available upon request to: The Bank of New York Mellon Corporation, ~~225 Liberty~~240 Greenwich Street, New York, NY 10286, Attention: Corporate ~~Secretary. The officer presiding~~Secretary or via email at ~~the meeting may exclude matters that are not properly presented in accordance with these requirements.~~
~~Corporate Governance Guidelines~~CorporateSecretary@bnymellon.com and ~~Codes of Conduct~~
Our Board of Directors has adopted Corporate Governance Guidelines covering, among other things, the duties and responsibilities and independence of our directors. The Corporate Governance Guidelines cover a number of other matters, including the Board’s role in overseeing executive compensation, compensation and expenses for independent directors, communications between stockholders and directors, the role of our Lead Director, and Board committee structures and assignments.
~~Our Board of Directors~~can also has adopted a Code of Conduct, which applies to all of our employees, to provide a framework to maintain the highest standards of professional conduct for the company, and a Code of Conduct for directors of the company to provide guidance to our directors to help them recognize and deal with ethical issues, provide mechanisms to report possible unethical conduct and foster a culture of honesty and accountability.
~~Our Corporate Governance Guidelines, Code of Conduct and Directors’ Code of Conduct are available~~be found on our Corporate website (see “Helpful Resources” on page ~~88). We intend to disclose any amendments to, or waivers from, our Code of Conduct or our Directors’ Code of Conduct~~113 for ~~executive officers and directors, respectively, by posting such~~ information on how to access our ~~website.~~by-laws electronically).
~~Business Relationships and Related Party Transactions Policy~~
The Board has adopted a policy on related party transactions (our “related party transactions policy”) which was reviewed by the CG&N Committee. Our related party transactions policy provides that the CG&N Committee, or another Board committee consisting solely of independent directors, must approve any transaction(s) in which we or any of our subsidiaries was, is or will be a participant and where the amount involved exceeds $120,000, and in which any “related person” had, has or will have a direct or indirect material interest, such transactions constituting related party transactions under SEC rules. A “related person” includes directors, nominees for director, executive officers, greater than 5% beneficial owners and members of such persons’ immediate families. Consistent with SEC rules, our related party transactions policy provides that certain transactions, including employment relationships and ordinary course~~non-preferential~~ transactions, entered into with a related person, are not considered to be related party transactions and are not required to be disclosed or approved by the CG&N Committee. In 2017, there were no related party transactions that required CG&N Committee approval or disclosure in this proxy statement.
~~BNY Mellon~~ ~~2018 Proxy Statement~~     85
    ~~ADDITIONAL INFORMATION  >  Other Information~~
In the ordinary course of business, we periodically have, and expect to continue to have, banking and other transactions, including asset management services, banking services, broker services and credit services, with related persons. Any loans to related persons, and any transactions involving financial products and services provided by the company to such persons and entities, are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the company, and do not involve more than the normal risk of collectability or present other unfavorable features.
~~Our related party transactions policy provides that the CG&N Committee may recommend to our Board from time to time adoption of resolutionspre-approving~~ certain types or categories of transactions that the CG&N Committee determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. The Board has adopted a resolution~~pre-approving~~ transactions that involve the sale or other provision of products and services (not subject to Regulation O or other specific regulatory requirements) by our company or its subsidiaries to directors and members of their immediate family, director-related companies, executive officers and members of their immediate family and beneficial owners of more than 5% of our common stock in the ordinary course and on terms generally offered in transactions with~~non-related~~ ~~persons. Transactions subject to Regulation O or other specific regulatory requirements are approved as required in such regulations.~~
Under the related party transactions policy, in making its determination to approve a related party transaction, the CG&N Committee may take into consideration all relevant facts and circumstances available to it, including but not limited to:
~~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.~~
~~The CG&N Committee also may consider the impact on a director’s independence in the event the related person is a director or an immediate family member of a director.~~
Under the related party transactions policy, no member of the CG&N Committee may participate in the review, consideration, approval or ratification of any related party transaction with respect to which such member or any of his or her immediate family members is the related person. The CG&N Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the CG&N Committee determines in good faith.
Under the related party transactions policy, if a related party transaction is identified after it is already ongoing or completed, it must be submitted to the CG&N Committee promptly for ratification, applying the standards described above. In this circumstance, the CG&N Committee will evaluate all options available, including ratification, amendment, termination or rescission of the transaction.
Our related party transactions policy does not limit or affect the application of our other policies applicable to our directors, executive officers and other related persons, including our Codes of Conduct.
How Our Board Solicits Proxies; Expenses of Solicitation
We will pay all costs of soliciting proxies. We have retained Georgeson, Inc. to assist with the solicitation of proxies for a fee of approximately ~~$17,500,~~$22,000, plus reimbursement of reasonableout-of-pocket expenses. ~~In addition, we have agreed~~We must also pay brokerage firms, banks, broker-dealers and other similar organizations representing beneficial owners certain fees associated with:
Forwarding the Notice of Internet Availability to ~~pay Broadridge, our proxy distribution agent, a fee of approximately $46,600 plus reimbursement of reasonableout-of-pocket~~ ~~expenses in connection with project management~~beneficial owners,
Forwarding printed materials by mail to beneficial owners who specifically request such materials, and ~~technical services in connection with the distribution of this proxy statement and our Annual Report.~~
Obtaining beneficial owners’ voting instructions.
We may also use our officers and employees, at no additional compensation, to solicit proxies either personally or by telephone, Internet, letter or facsimile.
86     ~~BNY Mellon~~   ~~2018 Proxy Statement~~
    ~~ADDITIONAL INFORMATION  >  Other Information~~
Householding
To reduce the expense of delivering duplicate proxy materials to our stockholders, we are relying on SEC rules that permit us to deliver only one proxy statement to multiple stockholders who share an address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive a separate copy of the 2022 Annual Report or proxy statement, or if you wish to receive separate copies of future ~~Annual Reports~~annual reports or proxy statements, please contact our Annual Meeting provider, Broadridge, by phone at1-800-579-1639, by ~~internet~~Internet at www.proxyvote.com or by email at sendmaterial@proxyvote.com. We will deliver the requested documents promptly upon your request.
BNY Mellon  Ø   2023 Proxy Statement     111

ADDITIONAL INFORMATION     >  Other Information
Other Business
As of the date of this proxy statement, we do not know of any other matters that may be presented for action at the meeting. Should any other business properly come before the meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxy in accordance with their best judgment.
March ~~9, 2018~~1, 2023
By Order of the Board, ~~of Directors,~~

LOGO
~~Craig T. Beazer~~James J. Killerlane III
Corporate Secretary

112     BNY Mellon  Ø   2023 Proxy Statement
~~BNY Mellon~~ ~~2018 Proxy Statement~~     87
ADDITIONAL INFORMATION   >  Helpful Resources

Annual Meeting

~~2018~~
2023 Proxy Statement
   ~~https://~~
www.bnymellon.com/proxy

~~2017~~
2022 Annual Meeting
of Stockholders Voting Results

https://www.bnymellon.com/us/en/investor-relations/~~annual-meeting-voting-results-2017.jsp~~annual-meeting- voting-results-2022.html
Corporate Governance

By-laws

https://www.bnymellon.com/~~_global-assets/~~content/dam/bnymellon/documents/pdf/~~corporate-governance/the-bank-of-new-york-mellon-corporation-amended-and-restated-by-laws.pdf~~investor-relations/the-bank-of-new-york-mellon-corporation-amended-and-restated-by-laws.pdf.coredownload.pdf

Committee Charters

https://www.bnymellon.com/us/en/investor-relations/~~index.jsp~~corporate- governance.html

Corporate Governance Guidelines

https://www.bnymellon.com/us/en/~~who-we-are/corporate-governance/corporate-governance-guidelines.jsp~~investor-relations/corporate- governance/corporate-governance-guidelines.html

Contacting the Board

https://www.bnymellon.com/us/en/investor-relations/~~index.jsp~~corporate- governance/communications-with-independent-chairman.html

Employee Code of Conduct

https://www.bnymellon.com/~~ethics/codeofconduct.pdf~~us/en/investor-relations/employee- code-of-conduct.html

Directors’ Code of Conduct

https://www.bnymellon.com/~~governance/directorscodeofconduct.pdf~~content/dam/bnymellon/documents/pdf/ investor-relations/directors-code-of-conduct.pdf.coredownload.pdf

Audit and PermittedNon-Audit ServicesPre-Approval Policy

https://www.bnymellon.com/~~governance/auditpolicy.pdf~~content/dam/bnymellon/documents/pdf/ investor-relations/audit-and-permitted-non-audit-services-pre-approval- policy.pdf.coredownload.pdf
~~The Bank of New York Mellon Corporation~~Enterprise ESG

~~Corporate Website~~
Enterprise ESG at BNY Mellon
   ~~https://www.bnymellon.com~~
~~2017 Annual Report~~ ~~https://www.bnymellon.com/proxy~~
~~SEC Filings~~
https://www.bnymellon.com/us/en/~~investor-relations/sec-filing.jsp~~about-us/esg-and-responsible-investment/enterprise-esg.html

~~Corporate Social~~
~~Responsibility~~2021 Enterprise ESG Report

https://www.bnymellon.com/~~csr~~content/dam/bnymellon/documents/pdf/2021-enterprise-esg-report.pdf

~~Frequently Asked Questions~~
Considering Climate at BNY Mellon

https://www.bnymellon.com/~~us/en/investor-relations/frequently-asked-questions.jsp~~content/dam/bnymellon/documents/pdf/ insights/considering-climate-at-bny-mellon.pdf

~~Company Profile~~
Environmental Sustainability Statement

https://www.bnymellon.com/~~us/en/who-we-are/index.jsp~~content/dam/bnymellon/documents/pdf/csr/ environment-sustainability-policy-statement.pdf.coredownload.pdf

~~Our Leadership~~
Enterprise ESG Commitment Statement

https://www.bnymellon.com/us/en/~~who-we-are/leadership/index.jsp~~about-us/esg-and-responsible-investment/enterprise-esg/statement.html

~~Earnings Press Releases~~
Human Rights Statement

https://www.bnymellon.com/us/en/~~investor-relations/index.jsp~~about-us/esg-and-responsible-investment/enterprise-esg/human-rights-statement.html
BNY Mellon  Ø   2023 Proxy Statement     113
ADDITIONAL INFORMATION     >  Helpful Resources

~~Credit Ratings~~
Equal Employment Opportunity/ Affirmative Action Policy

https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ equal-employment-opportunity-and-affirmative- action.pdf.coredownload.pdf
Notice of Affirmative Action Programs and Notice to Veterans and Individuals with Disabilities
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ notice-of-affirmative-action-programs-and-notice-to-veterans-and- individuals-with-disabilities.pdf.coredownload.pdf
Drug and Alcohol Free Workplace Policy
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ drug-and-alcohol-free-workplace.pdf.coredownload.pdf
Sexual and Other Discriminatory Harassment Policy
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ sexual-and-other-discriminatory-harassment.pdf.coredownload.pdf
Health and Safety Statement
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ health-and-safety-statement.pdf.coredownload.pdf
Modern Slavery Statement
https://www.bnymellon.com/emea/en/modern-slavery-act.html
Supplier Code of Conduct
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ bny-mellon-supplier-code-of-conduct.pdf.coredownload.pdf
Gender Equality Statement
https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/ gender-equality-statement.pdf.coredownload.pdf
The Bank of New York Mellon Corporation
Corporate Website
https://www.bnymellon.com
Investor Relations
https://www.bnymellon.com/us/en/investor-relations/~~index.jsp~~overview.html
2022 Annual Report
https://www.bnymellon.com/us/en/investor-relations/annual-reports-and- proxy.html
Regulatory Filings
https://www.bnymellon.com/us/en/investor-relations/regulatory- filings.html
Frequently Asked Questions
https://www.bnymellon.com/us/en/investor-relations/shareholder- information.html
Company Profile
https://www.bnymellon.com/us/en/about-us/about-bny-mellon.html
Leadership
https://www.bnymellon.com/us/en/about-us/leadership.html
Earnings Press Releases
https://www.bnymellon.com/us/en/investor-relations/quarterly- earnings.html
Credit Ratings
https://www.bnymellon.com/us/en/investor-relations/bondholder- information.html

88114     BNY MellonØ   ~~2018~~  2023 Proxy Statement
ANNEX A: NON-GAAP RECONCILIATION

Reconciliation of net income and diluted EPS
The following table reconciles our net income applicable to common stockholders of The Bank of New York Mellon Corporation and diluted earnings per common share. These measures exclude the effects of ~~certain~~notable items, as specified in the table. We believe that these measures are useful to permit investors ~~because they permit~~to view the financial measures on a ~~focus onperiod-to-period~~ ~~comparisons, which relate to~~basis consistent with how management views the ~~ability of BNY Mellon to enhance revenues and limit expenses in circumstances where such matters are within BNY Mellon’s control.~~businesses.

Net Income

Diluted EPS

2016
    Actual

2017
    Actual

2016
    Actual

2017
    Actual

Net income available to common — reported

$3,425

$3,915

$3.15

$3.72

  Add: Net impact of merger and integration (“M&I”), litigation and restructuring charges as well as 4^th quarter 2017 severance and other charges
33

267

0.03

0.26

   Net recovery related to Sentinel Management Group, Inc. (“Sentinel”) — After tax
(8)

—

(0.01)

—

   Net benefit related to the Tax Cuts and Jobs Act of 2017 (“U.S. tax legislation”)
—

(427)

—

(0.41)

Net income available to common — operating

$3,450

$3,755

$3.17

$3.57

~~Estimated transitional and fully phased-in CET1 ratio~~
~~The following table presents the reconciliation of our estimated fullyphased-in~~ ~~common equity Tier 1 (“CET1”) ratio under the Standardized Approach. We believe that the CET1 ratio on a fullyphased-in~~ ~~basis is a measure of capital strength that provides useful information to investors, supplementing the capital ratios which are, or were, required by regulatory authorities.~~


Dec. 31, 2017

  (dollars in millions)


Transitional
        (GAAP)^(a)


Fully
phased-in
    (Non-GAAP)

Common stockholders’ equity

   $37,859

   $37,709

Goodwill and intangible assets

   (18,684)

   (19,223)

Net pension fund assets

   (169)

   (211)

Equity method investments

   (372)

   (387)

Deferred tax assets

   (33)

   (41)

Other

   (8)

   (9)

Total CET1

   $18,593

   $17,838

Risk-weighted assets

   $155,621

   $155,324

CET1 ratio

   11.9%

   11.5%


Net Income

Diluted EPS



2021
  Actual


2022
  Actual


2021
  Actual


2022
  Actual

Net income applicable to common stockholders—reported
   $3,552    $2,362    $4.14    $2.90
Add: Net impact of notable items
   85^(a)    1,378^(b)    0.10^(a)    1.69^(b)
Net income applicable to common stockholders—operating
   $3,637    $3,740    $4.24    $4.59

(a) ~~Reflects transitional adjustments~~
Includes litigation reserves, severance expense and gains on disposals.
(b)
Includes goodwill impairment, net loss from repositioning the securities portfolio, severance expense, litigation reserves, accelerated amortization of deferred costs for depositary receipts services related to ~~CET1 required under the U.S. capital rules.~~Russia and net gains on disposals.

BNY Mellon  Ø   2023 Proxy Statement     115
~~BNY Mellon~~ ~~2018 Proxy Statement~~     89
ANNEX B LTIP

~~Corporate Social Responsibility~~THE BANK OF NEW YORK MELLON CORPORATION
~~Invested~~2023 LONG-TERM INCENTIVE PLAN
I.
Purposes
The purposes of this 2023 Long-Term Incentive Plan (the “Plan”) are to promote the growth and profitability of The Bank of New York Mellon Corporation (the “Corporation”) and its Affiliates, to provide officers, other employees and non-employee directors of the Corporation and its Affiliates with the incentive to achieve long-term corporate objectives, to attract and retain officers, other employees and non-employee directors, and to provide such individuals with an opportunity to acquire shares of common stock of the Corporation (the “Common Stock”) and cash awards. For purposes of the Plan, the term “Affiliate” shall mean any corporation, limited partnership or other organization in ~~Market Integrity~~which the Corporation owns, directly or indirectly, 50% or more of the voting power.
~~Stable, well-functioning markets help communities around~~
II.
General
2.1
Administration.
(a)    Committee Composition. The Plan shall be administered by a Committee (the “Committee”) appointed by the ~~world grow~~Board of Directors of the Corporation (the “Board”). To the extent the Board determines appropriate, each member of the Committee shall at the time of any action under the Plan be (1) a “non-employee director” as then defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule, (2) an “independent” director under the rules of the New York Stock Exchange, and ~~thrive. As~~(3) an “independent” director under any other applicable regulatory requirements. Notwithstanding the foregoing, unless otherwise determined by the Board, the Board shall administer the Plan, and otherwise exercise the same authority as the Committee, with respect to grants to members of the Board who are not employees of the Corporation or any Affiliate (the “Non-Employee Directors”).
(b)    Authority. The Committee shall have the authority in its sole discretion from time to time: (i) to designate the individuals eligible to participate in the Plan; (ii) to grant Awards, as hereinafter defined, under the Plan and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including any limitations, restrictions and conditions upon any such Award and provisions with regard to termination of employment or service as a ~~major global financial institution, we have~~Non-Employee Director, such as termination due to normal or early retirement, death, disability, sale of a ~~critical role~~business unit or Subsidiary or a change in control or in the event of an involuntary termination; (iii) to ~~play in contributing~~waive any restrictions, conditions or limitations imposed on an Award at the time the Award is granted or at any time thereafter; and (iv) to ~~market integrity. We continually innovate~~interpret the Plan, to adopt, amend and rescind rules and regulations relating to the Plan, and to make ~~our business stronger, more efficient~~all other determinations and ~~more responsible.~~
~~Invested in Our People~~
~~A company is as good as its people. Among our global workforce, over 50,000 strong, are some~~take all other action necessary or advisable for the implementation and administration of the ~~sharpest minds~~Plan. A majority of the Committee shall constitute a quorum, and ~~most innovative professionals~~the action of a majority of members of the Committee present at any meeting at which a quorum is present, or acts unanimously adopted in writing without the ~~investment industry. We start~~holding of a meeting, shall be the acts of the Committee.
(c)    Binding Action. All actions of the Committee shall be final, conclusive and binding upon all persons. No member of the Committee shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.
(d)    Delegation. To the extent permitted by applicable law, the Committee may delegate, within limits it may establish from time to time, the authority to grant Awards to employees who are not subject to Section 16 of the Exchange Act.
2.2
Eligibility.
(a)    The Committee may grant Awards under the Plan to (i) any employee of the Corporation or any of its affiliates (or to a former employee if such Award is granted within 12 months of termination of employment and with respect to the final year of service), (ii) any Non-Employee Director and (iii) any Third-Party Service Provider, except the Committee may not grant incentive stock options to Non-Employee Directors or Third-Party Service Providers. Eligible employees, Non-Employee Directors and Third-Party Service Providers are collectively referred to herein as “Participants”. “Third-Party Service Provider” means any consultant, agent, advisor or independent contractor who renders bona fide services to the Corporation or any Affiliate that (1) are not in connection with the offer and sale of the Corporation’s securities in a ~~diverse~~capital raising transaction, (2) do not directly or indirectly promote or maintain a market for the Corporation’s securities, and ~~inclusive range of individuals and then invest in their talents~~(3) are provided by a natural person who has contracted directly with the Corporation or any Affiliate to ~~their fullest potential.~~
~~Invested in Our World~~
Invested in the world means to be invested in our individual communities all around the world. With our vast global scope and operations in over 100 markets, BNY Mellon is an integral part of many communities. Our commitment to human rights, the environment and overall community well-being is an essential part of who we are and how we do business.render such services.

90116     BNY MellonØ   ~~2018~~  2023 Proxy Statement
~~The Bank of New York Mellon Corporation~~
~~225 Liberty Street~~
~~New York, NY 10286~~
~~+1 212 495 1784~~
~~www.bnymellon.com~~
ANNEX B LTIP
(b)    Subject to the provisions of the Plan, the Committee shall have full and final authority, in its discretion, to grant Awards as described herein and to determine the Participants to whom any such grant shall be made and the number of shares or value to be covered thereby.
2.3
Awards.
(a)    Available Awards. Awards under the Plan may consist of: stock options (“Options”) (either incentive stock options within the meaning of Section 422 of the Code or nonstatutory stock options), stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance share units, deferred stock units, other stock-based awards and cash awards (collectively, “Awards”).
(b)    Award Agreements. Each Award shall be confirmed by an agreement (an “Award Agreement”), in such form as the Committee shall prescribe from time to time in accordance with the Plan.
(c)    Other Plans. In the discretion of the Committee, shares of Common Stock or other types of Awards authorized under the Plan may be used in connection with, or to satisfy obligations of the Corporation or an Affiliate to eligible Participants under, other compensation or incentive plans, programs or arrangements of the Corporation or an Affiliate.
2.4
Share Reserve and Recycling.
(a)    Shares Available under the Plan. The aggregate number of shares of Common Stock which may be issued and as to which grants of Awards may be made under the Plan following stockholder approval of the Plan is the sum of (i) 35,000,000 shares of Common Stock, (ii) the number of shares of Common Stock remaining available for grant under The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Prior Plan”) as of the Effective Date and (iii) the number of shares of Common Stock covering Awards or awards under the Prior Plan that again become available for issuance under Section 2.4(b), subject to adjustment and substitution as set forth in Section 9. For purposes of this Section 2.4(a), the number of shares of Common Stock to which an Award relates shall be counted against the number of shares of Common Stock available under the Plan at the time of grant of the Award, provided that tandem Awards shall not be double-counted and Awards payable solely in cash or granted in substitution for awards of an acquired company shall not be counted. The shares which may be issued under the Plan may be either authorized but unissued shares or treasury shares or partly each, as shall be determined from time to time by the Board or its delegate. Any shares of Common Stock available under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Common Stock may be allocated to incentive stock options.
(b)    Share Recycling. If any Award or any outstanding award granted under the Prior Plan (a “Prior Plan Award”) is cancelled by mutual consent or terminates or expires for any reason without having been exercised in full, except by reason of the exercise of a tandem Award or Prior Plan Award, or if shares of Common Stock pursuant to an Award or Prior Plan Award are forfeited pursuant to applicable restrictions, or if payment in respect of an Award or Prior Plan Award is made to the Participant or Prior Plan Award holder in the form of cash, cash equivalents or other property other than shares of Common Stock, the number of shares subject thereto shall again be available for purposes of the Plan. Notwithstanding the foregoing, the following shares of Common Stock shall not become available for purposes of the Plan: (i) shares of Common Stock previously owned or acquired by the Participant that are delivered to the Corporation, or withheld from an Award or Prior Plan Award, to pay the exercise price, (ii) shares of Common Stock that are delivered or withheld for purposes of satisfying a tax withholding obligation, (iii) shares of Common Stock reserved for issuance upon the grant of a SAR Award or a Prior Plan Award in the form of a stock appreciation right that exceed the number of shares actually issued upon exercise and (iv) shares of Common Stock that were purchased by the Corporation on the open market with the proceeds from the exercise of an Option or a Prior Plan Award that is in the form of a stock option.
2.5    Non-Employee Director Awards. Aggregate Awards granted to any one Non-Employee Director in respect of any calendar year, solely with respect to his or her service as a member of the Board, may not exceed $1,000,000 based on the aggregate value of cash Awards and the “fair value” of stock-based Awards, determined in accordance with applicable accounting standards; in each case determined as of the grant date; provided, however, that the independent members of the Board may make exceptions to this limit for a member participating in a special committee and for a member’s first year of service on the Board, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation.
BNY Mellon  Ø   2023 Proxy Statement     117
ANNEX B LTIP
2.6    Conditions. The obligation of the Corporation to issue shares of Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed and (iii) all other applicable laws, regulations, rules and orders which may then be in effect.
2.7    Forfeiture. Notwithstanding any other provision of the Plan, (a) any compensation otherwise payable or paid to current or former Participants under the Plan is subject to forfeiture and/or repayment to the Corporation or other action pursuant to applicable law or regulatory requirements or any company policy and (b) the Committee may determine in its discretion that an Award shall be forfeited and/or shall be repaid to the Corporation upon the terms specified in any agreement between the Participant and the Corporation or any of its Affiliates (including an Award Agreement) including, without limitation, if the Participant directly or indirectly engages in (i) competition with the Corporation or any of its Affiliates or (ii) conduct that is materially adverse to the interests of the Corporation, including fraud or conduct contributing to any financial restatements or irregularities.
2.8    Deferral of Awards. Subject to approval and any requirements imposed by the Committee and to the extent permitted under Section 409A of the Code, each Participant may be eligible to defer receipt, under the terms and conditions as may be approved by the Corporation, of part or all of any payments otherwise due under any Award.
III.
Stock Options and Stock Appreciation Rights
3.1    Grant. The Committee shall have authority, in its discretion, (a) to grant “incentive stock options” pursuant to Section 422 of the Code, (b) to grant “nonstatutory stock options” (i.e., Options which do not qualify under Sections 422 or 423 of the Code), (c) to grant tandem SARs in conjunction with Options and (d) to grant SARs on a stand-alone basis. Tandem SARs may only be granted at the time the related Option is granted. No reload option rights or dividend equivalents may be granted in connection with any Option or SAR.
3.2
Stock Option Provisions.
(a)    Option Price. The purchase price at which each Option may be exercised (the “Option Price”) shall be such price as the Committee, in its discretion, shall determine but shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock covered by the Option on the date of grant.
(b)    Form of Payment. The Option Price for each Option shall be paid in full upon exercise and shall be payable (i) in cash (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program, (ii) except as otherwise provided in the Award Agreement, in whole or in part by delivering to, or withholding from the Award, shares of Common Stock having a Fair Market Value on the date of exercise of the Option equal to the Option Price for the shares being purchased; except that any portion of the Option Price representing a fraction of a share shall in any event be paid in cash, and delivered shares may be subject to terms and conditions imposed by the Committee or (iii) by any other method approved and accepted by the Committee. If permitted by the Committee, delivery of shares in payment of the Option Price of an Option may be accomplished by the Participant’s certification of ownership of the shares to be delivered, in which case the number of shares issuable on exercise of the Option shall be reduced by the number of shares certified but not actually delivered.
(c)    Limitation on Incentive Stock Options. The aggregate Fair Market Value, determined on the date of grant, of the shares with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year under all plans of the corporation employing such employee, any parent or subsidiary corporation of such corporation and any predecessor corporation of any such corporation shall not exceed $100,000. To the extent the amount is exceeded, such stock options shall be nonstatutory stock options.
(d)    Exercisability and Term. Options shall become exercisable at such time or times and/or upon the occurrence of such event or events as may be determined by the Committee. No Option shall be exercisable after the expiration of ten years. To the extent exercisable at any time, Options may be exercised in whole or in part. Each Option shall be subject to earlier termination as provided in the Award Agreement.
118     BNY Mellon  Ø   2023 Proxy Statement
ANNEX B LTIP
3.3
Stock Appreciation Right Provisions.
(a)    Price of Stand-Alone SARs. The base price for stand-alone SARs (the “Base Price”) shall be such price as the Committee, in its sole discretion, shall determine but shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock covered by the stand-alone SAR on the date of grant.
(b)    Payment of SARs. SARs shall entitle the Participant upon exercise to receive the amount by which the Fair Market Value of a share of Common Stock on the date of exercise exceeds the Option Price of any tandem Option or the Base Price of a stand-alone SAR, multiplied by the number of shares in respect of which the SAR shall have been exercised. In the sole discretion of the Committee, the Corporation may pay all or any part of its obligation arising out of a SAR exercise in cash, shares of Common Stock or any combination thereof. Payment shall be made by the Corporation following exercise.
(c)    Term and Exercise of Stand-Alone SARs. The term of any stand-alone SAR granted under the Plan shall be for such period as the Committee shall determine, but for not more than ten years from the date of grant thereof. Each stand-alone SAR may be subject to earlier termination as provided in the Award Agreement. Each stand-alone SAR granted under the Plan shall be exercisable on such date or dates during the term thereof and for such number of shares of Common Stock as may be provided in the Award Agreement.
(d)    Term and Exercise of Tandem SARs. If SARs are granted in tandem with an Option (i) the SARs shall be exercisable at such time or times and to such extent, but only to such extent, that the related Option shall be exercisable, (ii) the exercise of the related Option shall cause a share for share reduction in the number of SARs which were granted in tandem with the Option, and (iii) the payment of SARs shall cause a share for share reduction in the number of shares covered by such Option.
3.4    Non-Transferability. No incentive stock option and, except to the extent otherwise determined by the Committee and reflected in the Award Agreement or an amendment thereto, no nonstatutory stock option, SAR or other Award may be sold, assigned, transferred (including to any third-party financial institution), pledged, hypothecated or otherwise disposed of by the Participant otherwise than by will, or if the Participant dies intestate, by the laws of descent and distribution of the state of domicile of the Participant at the time of death; provided further, that awards may not in any event be transferred in exchange for consideration. All incentive stock options and, except to the extent otherwise determined by the Committee and reflected in the Award Agreement or an amendment thereto, all nonstatutory stock options, SARs and other purchase rights shall be exercisable during the lifetime of the Participant only by the Participant.
3.5    Fair Market Value. For all purposes under the Plan, the fair market value (the “Fair Market Value”) of the Common Stock shall mean (unless the Committee specifies another valuation method) the closing price of a share of Common Stock in the New York Stock Exchange Composite Transactions on the relevant date, or, if no sale shall have been made on such exchange on that date, the closing price in the New York Stock Exchange Composite Transactions on the last preceding day on which there was a sale.
3.6    Miscellaneous. Subject to the foregoing provisions of this Section and the other provisions of the Plan, any Option or SAR granted under the Plan may be exercised at such times and in such amounts and be subject to such restrictions and other terms and conditions, if any, as shall be determined, in its discretion, by the Committee and set forth in the Award Agreement, or an amendment thereto.
IV.
Restricted Stock
4.1    Award. The Committee may, subject to the provisions of the Plan and such other terms and conditions as it may prescribe, grant one or more shares of restricted stock to Participants.
4.2    Restrictions. Shares of restricted stock issued to a Participant may not be sold, assigned, transferred (including to any third-party financial institution), pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine, beginning on the date on which the Award is granted (as applicable to any Award, the “Restricted Period”). The Committee may also impose such other restrictions, limitations and conditions on the shares or the release of the restrictions thereon as it deems appropriate, including the achievement of Performance Goals, as hereinafter defined, or performance criteria established by the Committee, the attainment of service-based conditions, limitations on the right to vote restricted
BNY Mellon  Ø   2023 Proxy Statement     119
ANNEX B LTIP
stock or the right to receive dividends thereon on a current, reinvested and/or restricted basis; provided that no dividends will be paid at a time when the Restricted Period applies to shares of restricted stock and will revert back to the Corporation if the applicable restrictions, limitations and conditions are not satisfied.
4.3    Stock Certificate or Book-Entry. As soon as practicable following the making of an Award, the restricted stock shall be registered in the Participant’s name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Corporation on behalf of the Participant until the restrictions are satisfied. If the shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration. Except for the restrictions and limitations set forth in Section 4.2, and subject to such other restrictions or limitations, if any, as determined by the Committee, the Participant shall have all other rights of a holder of shares of Common Stock, including the right to vote such shares. As soon as is practicable following the date on which transfer restrictions on any shares lapse, the Corporation shall (i) deliver to the Participant the certificates for such shares or cause the shares to be registered in the Participant’s name in book-entry form, in either case with the restrictions removed, and (ii) deliver to the Participant any dividends accrued thereon (in cash, shares of Common Stock or part in cash and part in shares of Common Stock, as determined by the Committee in its discretion), in each case provided that the Participant shall have complied with all conditions for delivery of such shares contained in the Award Agreement or otherwise reasonably required by the Corporation.
V.
Restricted Stock Units
5.1    Award of Restricted Stock Units. The Committee may, subject to the provisions of the Plan and such other terms and conditions as it may prescribe, grant restricted stock units to Participants.
5.2    Restrictions. The Committee shall determine the Restricted Period applicable to restricted stock units granted to Participants. The Committee may also impose such other restrictions, limitations and conditions on the restricted stock units or the release of the restrictions thereon as it deems appropriate, including the achievement of Performance Goals and/or based upon performance criteria established by the Committee and the right to receive dividend equivalents thereon, on a current, reinvested and/or restricted basis; provided that no dividend equivalents will be paid at a time when the Restricted Period applies to restricted stock units and will revert back to the Corporation if the applicable restrictions, limitations and conditions are not satisfied. In determining the Restricted Period of an Award, the Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the restricted stock units on specified dates following the date of such Award or all at once.
5.3    Payment. During the two and one-half months following the end of the calendar year in which vesting occurs, the Corporation shall pay to the Participant or his estate the number of shares of Common Stock equal to the number of restricted share units vested and any dividend equivalents accrued thereon. Notwithstanding the foregoing sentence, the Committee shall have the authority, in its discretion, to determine that the obligation of the Corporation shall be paid in cash, equal to the number of restricted share units vested (inclusive of any dividend equivalents accrued thereon) multiplied by the Fair Market Value of the share of the Common Stock on such date, or part in cash and part in shares of Common Stock.
VI.
Performance Share Units
6.1    Grant. The Committee may, subject to the provisions of the Plan and such other terms and conditions as it may prescribe, grant performance share units to Participants. Performance share units shall represent the right of a Participant to receive shares of Common Stock (or their cash equivalent) at a future date upon the achievement of Performance Goals established by the Committee, during a specified performance period (a “Performance Period”) of not less than one year. Performance share units may not be sold, assigned, transferred (including to any third-party financial institution), pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine, beginning on the date on which the Award is granted. Performance share units may include the right to receive dividend equivalents thereon, on a current, reinvested and/or restricted basis. No dividend equivalents will be paid at a time when any performance-based goals that apply to the performance share units have not been satisfied and will revert back to the Corporation if such goals are not satisfied.
120     BNY Mellon  Ø   2023 Proxy Statement
ANNEX B LTIP
6.2
Terms of Performance Share Units.
(a)    Performance Goals. “Performance Goals” shall mean goals based upon the achievement of one or more performance criteria during a specified Performance Period selected by the Committee in its discretion. The Committee shall have authority, in its discretion, to determine the weighting assigned to such Performance Goals, the manner in which the level of achievement of such Performance Goals shall be calculated and whether unusual items or certain specified events or occurrences, including changes in accounting standards or tax laws, shall be excluded from the calculation.
(b)    Committee Determination. Following completion of the applicable Performance Period, and prior to any payment of a performance share unit to the Participant, the Committee shall determine in accordance with the terms of the Award whether the applicable Performance Goal(s) were achieved, or the level of such achievement, and the amount, if any, earned by the Participant based upon such performance. The Committee may retain the discretion to reduce or increase the amount or number of performance share units which will be earned based on the achievement of Performance Goals (subject to the applicable minimum and maximum levels specified in the Award Agreement).
6.3    Payment. Payment of performance share units shall be made during the two and one-half months following the end of the calendar year in which vesting occurs. In the sole discretion of the Committee, the Corporation may pay all or any part of its obligation under the performance share unit (including with respect to any accrued dividend equivalents) in cash, shares of Common Stock or any combination thereof.
VII.
Deferred Stock Units
7.1    Award. The Committee may, subject to the provisions of the Plan and such other terms and conditions as it may prescribe, award deferred stock units to eligible Participants. A deferred stock unit shall entitle the Participant to receive from the Corporation a number of shares of Common Stock on a deferred payment date specified by the Participant. Notwithstanding the foregoing sentence, the Committee shall have the authority, in its discretion, to determine that the obligation of the Corporation shall be paid in cash, shares of Common Stock or any combination thereof.
7.2    Terms of Deferred Stock Units. Deferred stock units shall be granted upon such terms as the Committee shall determine. Except as otherwise provided by the Committee, a deferred stock unit shall entitle the Participant to receive dividend equivalents payable no earlier than the date payment is elected for the deferred stock unit. Dividend equivalents shall be calculated on the number of shares covered by the deferred stock unit as soon as practicable after the date dividends are payable on the Common Stock.
VIII.
Other Stock-Based Awards and Cash Awards
8.1    Grant of Other Stock-Based Awards. The Committee shall have the authority in its discretion to grant to eligible Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares awarded without restrictions or conditions, or securities or other rights convertible or exchangeable into shares of Common Stock. Other stock-based awards, excepting purchase rights, may include the right to receive dividends or dividend equivalents, as the case may be, on a current, reinvested and/or restricted basis; provided that no dividends or dividend equivalents will be paid at a time when the Restricted Period applies to any Award granted under this Section 8.1 and will revert back to the Corporation if the applicable restrictions, limitations and conditions are not satisfied.
8.2    Terms of Other Stock-Based Awards. The Committee shall determine the terms and conditions, if any, of any other stock-based awards made under the Plan, including the achievement of Performance Goals and/or based upon performance criteria and/or service-based conditions. Other stock-based awards may be granted alone, in addition to or in tandem with other Awards granted under the Plan and/or awards made outside of the Plan. Shares of Common Stock or securities delivered pursuant to a purchase right granted under this Section 8 shall be purchased for such consideration, paid for by such methods and in such forms, including, without limitation, cash, shares of Common Stock, or other property or any combination thereof, as the Committee shall determine, but the value of such consideration shall not be less than the Fair Market Value of such shares of Common Stock or other securities on the date of grant of such purchase right. The exercise of the purchase right shall not be deemed to occur, and no shares of Common Stock or other securities will be issued by the Corporation upon exercise of a purchase right, until the Corporation has received payment in full of the exercise price.
BNY Mellon  Ø   2023 Proxy Statement     121
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8.3    Grant of Cash Awards. The Committee shall have the authority in its discretion to grant to eligible Participants such cash awards (including, without limitation, Non-Employee Director retainers, leadership, committee and meeting-based fees) as deemed by the Committee to be consistent with the purposes of the Plan. Cash awards granted under the Plan may be in such amounts and subject to such terms and conditions as the Committee may determine.
8.4    Terms of Cash Awards. Cash awards (other than Non-Employee Director retainers, leadership, committee and meeting-based fees) granted under the Plan shall be subject to the achievement of Performance Goals and based upon such performance criteria set forth in Section 6.2(a) as determined by the Committee, and further subject to the individual limitation provided in Section 2.5. Following completion of the applicable Performance Period, and prior to any payment of a cash award to the Participant, the Committee shall determine in accordance with the terms of the Award whether the applicable Performance Goal(s) were achieved, or the level of such achievement, and the amount, if any, earned by the Participant based upon such performance. Except as otherwise expressly provided to the contrary in the applicable Award Agreement or as otherwise required by applicable law, to be entitled to receive payment for a cash award, a Participant must remain in the employment of the Corporation or an Affiliate through the date of payment. Payment of cash awards shall be made during the two and one-half months following the end of the calendar year in which vesting occurs.
IX.
Adjustment and Substitution of Shares
In the event of any change in the outstanding Common Stock of the Corporation by reason of a stock split, stock dividend, exchange, combination or reclassification of shares, recapitalization, merger, spin-off, split-off, split-up, dividend in partial liquidation, dividend in property other than cash, extraordinary distribution, similar event or other event which the Committee determines affects the Common Stock such that an adjustment pursuant to Section 9 hereof is appropriate, the Committee shall adjust proportionately: (a) the number of shares of Common Stock (i) available for issuance under the Plan, (ii) available for issuance under incentive stock options, (iii) for which Awards may be granted to an individual Participant, (iv) subject to any sub-limits contained herein and (v) covered by outstanding Awards denominated in stock or units of stock, together with the cash or other property into which the stock may be exchanged; (b) the exercise and grant prices related to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards and (d) the Performance Goals.
In the event of any change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event.
All adjustments shall be made (i) consistent with Section 424 of the Code in the case of incentive stock options, so as not to result in any disqualification, modification, extension or renewal of such incentive stock option and (i) in a manner compliant with Section 409A of the Code.
X.
Additional Rights in Certain Events
10.1
Change in Control. “Change in Control” means the occurrence of any one of the following events:
(a)    During any period of not more than two (2) years, the Incumbent Directors no longer represent a majority of the Board. “Incumbent Directors” are (A) the members of the Board as of the effective date of the Plan and (B) any individual who becomes a director subsequent to the effective date of the Plan whose appointment or nomination was approved by at least a majority of the Incumbent Directors then on the Board (either by specific vote or by approval, without prior written notice to the Board objecting to the nomination, of a proxy statement in which the member was named as nominee). However, the Incumbent Directors will not include anyone who becomes a member of the Board after the effective date of the Plan as a result of an actual or threatened election contest or proxy or consent solicitation on behalf of anyone other than the Board, including as a result of any appointment, nomination or other agreement intended to avoid or settle a contest or solicitation;
(b)    There is a beneficial owner of securities entitled to 30% or more of the total voting power of the Corporation’s then-outstanding securities in respect of the election of the Board (the “Voting Securities”), other than (A) the Corporation, any Subsidiary of it or any employee benefit plan or related trust sponsored or maintained by the Corporation or any Subsidiary of it; (B) any underwriter temporarily holding securities pursuant to an offering of them; (C) anyone who becomes a beneficial owner of that percentage of Voting Securities as a result of an Excluded
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Transaction (as defined in Section 10.1(c)); or (D) anyone who becomes a beneficial owner of that percentage of Voting Securities as a result of a transaction in which Voting Securities are acquired from the Corporation, if the transaction is approved by a majority of the Incumbent Directors in a resolution that expressly states that the transaction is not a Change in Control under this Section 10.1(b); or
(c)    Consummation of a merger, consolidation, statutory share exchange or similar transaction (including an exchange offer combined with a merger or consolidation) involving the Corporation (a “Reorganization”) or a sale, lease or other disposition (including by way of a series of transactions or by way of merger, consolidation, stock sale or similar transaction involving one or more subsidiaries) of all or substantially all of the Corporation’s consolidated assets (a “Sale”) other than an Excluded Transaction. A Reorganization or Sale is an “Excluded Transaction” if immediately following it: (A) 50% or more of the total voting power of the Surviving Corporation’s then-outstanding securities in respect of the election of directors (or similar officials in the case of a non-corporation) is represented by Voting Securities outstanding immediately before the Reorganization or Sale or by securities into which such Voting Securities were converted in the Reorganization or Sale; (B) there is no beneficial owner of securities entitled to 30% or more of the total voting power of the then-outstanding securities of the Surviving Corporation in respect of the election of directors (or similar officials in the case of a non-corporation); and (C) a majority of the board of directors of the Surviving Corporation (or similar officials in the case of a non-corporation) were Incumbent Directors at the time the Board approved the execution of the initial agreement providing for the Reorganization or Sale. The “Surviving Corporation” means in a Reorganization, the entity resulting from the Reorganization or in a Sale, the entity that has acquired all or substantially all of the assets of the Corporation, except that, if there is a beneficial owner of securities entitled to 95% of the total voting power (in respect of the election of directors or similar officials in the case of a non-corporation) of the then-outstanding securities of the entity that would otherwise be the Surviving Corporation, then that beneficial owner will be the Surviving Corporation.
(d)    the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation.
For purposes of the Plan, “Subsidiary” means any corporation or other entity in which the Corporation has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors (or members of any similar governing body) or in which the Corporation has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.
10.2    Lapse of Restrictions on Awards. Except as otherwise expressly provided to the contrary in an Award Agreement, in the event the employment or service of a Participant is terminated by the Corporation and its Affiliates or any successor entity thereto without Cause within two years after the occurrence of a Change in Control, his or her Options, SARs, restricted stock, restricted stock units, deferred stock units and other stock-based awards that were assumed, substituted or replaced in connection with the Change in Control shall fully vest and, to the extent subject to an exercise right, may be exercised within one year after the date such termination occurred; provided, however, that if the awards are subject to Section 409A of the Code and the Change in Control is not a change in ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation under Section 409A of the Code (a “409A Change in Control”), the Options, SARs, restricted stock units, deferred stock units and other stock-based awards shall remain payable on the date(s) provided in the underlying Award Agreement and provisions of the Plan. For purposes of this paragraph, “Cause” shall have the same meaning as set forth in the Participant’s Award Agreement. Except as otherwise expressly provided to the contrary in an Award Agreement, in the event a Participant’s Options, SARs, restricted stock, restricted stock units, deferred stock units and other stock-based awards are not assumed, substituted or replaced in connection with the Change in Control, such Participant’s then outstanding Options, SARs, restricted stock, restricted stock units, deferred stock units and other stock-based awards shall immediately vest and shall be settled in cash, shares or a combination thereof, as determined by the Committee (except to the extent that settlement of such Awards must remain payable on the date(s) provided in the underlying Award Agreement and provisions of the Plan in order to comply with Section 409A).
10.3    Deemed Achievement of Performance Goals. Except as otherwise expressly provided to the contrary in an Award Agreement, if any Change in Control occurs prior to the end of any Performance Period, all performance criteria and other conditions pertaining to performance share units, cash awards and other Awards under which payments are subject to Performance Goals shall be deemed to be achieved or fulfilled on a pro-rata basis for (i) the
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ANNEX B LTIP
number of whole months elapsed from the commencement of the Performance Period through the Change in Control over (ii) the number of whole months included in the original Performance Period, measured at the actual performance level achieved or, if not determinable, in the manner specified by the Committee. If the awards are subject to Section 409A of the Code and the Change in Control is not a 409A Change in Control, such Awards shall remain payable on the date(s) provided in the underlying Award Agreement and provisions of the Plan.
10.4    Limitation. Notwithstanding the foregoing Sections 10.2 and 10.3, the Committee may condition the extension of exercise periods, lapse of restrictions and/or deemed achievement of Performance Goals upon the occurrence of a 409A Change in Control.
XI.
Effect of the Plan on the Rights of Participants and the Corporation
Neither the adoption of the Plan nor any action of the Board or the Committee pursuant to the Plan shall be deemed to give any employee or Non-Employee Director any right to be granted any Award under the Plan. Nothing in the Plan, in any Award under the Plan or in any Award Agreement shall confer any right to any employee to continue in the employ of the Corporation or any Affiliate or any Non-Employee Director to continue as a Non-Employee Director or interfere in any way with the rights of the Corporation or any Affiliate to terminate the employment of any employee at any time or with the rights of the stockholders of the Corporation or the Board to elect and remove Non-Employee Directors. All grants of Awards and delivery of shares, cash or other property under an Award granted under the Plan shall constitute a special discretionary incentive payment to the Participant and shall not be required to be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Corporation or under any agreement with the Participant unless specifically provided otherwise in the Award or underlying Plan, arrangement or agreement. Subject to the requirements of Section 409A of the Code, the Corporation shall have the right to offset against its obligation to pay or deliver shares pursuant to an Award to any Participant, any outstanding amounts such Participant then owes to the Corporation and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Except as otherwise provided in an Award Agreement, neither the Plan nor any Award Agreement shall confer on any person other than the Corporation or a Participant any rights or remedies hereunder.
XII.
Amendment
The right to amend the Plan at any time and from time to time and the right to revoke or terminate the Plan are hereby specifically reserved to the Board; provided that no amendment of the Plan shall be made without stockholder approval (1) if the effect of the amendment is (a) to make any changes in the class of employees eligible to receive incentive stock options under the Plan, (b) to increase the number of shares subject to the Plan or with respect to which incentive stock options may be granted under the Plan or (2) if stockholder approval of the amendment is at the time required by the rules of any stock exchange on which the Common Stock may then be listed. No alteration, amendment, revocation or termination of the Plan shall, without the written consent of the holder of an outstanding Award under the Plan, adversely affect the rights of such holder with respect thereto; except that the Board may amend the Plan from time to time without the consent of any Participant to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to the Participant. Except as provided in Section 9 of the Plan, repricing of Options, SARs and other purchase rights is prohibited, such that the purchase price of any such award may not be reduced, whether through amendment, cancellation or replacement in exchange for another Option, SAR, other Award or cash payment, unless such action or reduction is approved by the stockholders of the Corporation.
XIII.
Effective Date and Duration of Plan
The Plan was adopted by the Board on February 24, 2023 and was approved by the stockholders of the Corporation on April 2023 (the “Effective Date”). No awards may be granted or awarded under the Prior Plan subsequent to the Effective Date, and no Options or SARs may be granted and no restricted stock, restricted stock units, performance share units, deferred stock units or other stock-based awards may be awarded under the Plan subsequent to the tenth anniversary of the Effective Date. Awards previously granted and outstanding as of the tenth anniversary of the Effective Date shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
124     BNY Mellon  Ø   2023 Proxy Statement
ANNEX B LTIP
XIV.
Withholding
To the extent required by applicable Federal, state, local or foreign law, the Participant or his successor shall make arrangements satisfactory to the Corporation, in its discretion, for the satisfaction of any withholding tax obligations that arise in connection with an award. The Corporation shall not be required to issue any shares of Common Stock or make any cash or other payment under the Plan until such obligations are satisfied.
The Corporation is authorized to withhold from any Award granted or any payment due under the Plan, including from a distribution of shares of Common Stock, amounts of withholding taxes due with respect to an Award, its exercise or any payment thereunder, and to take such other action as the Committee may deem necessary or advisable to enable the Corporation and Participants to satisfy obligations for the payment of such taxes. This authority shall include authority to withhold or receive shares of Common Stock or other property, to make cash payments in respect thereof in satisfaction of such tax obligations, and the ability to withhold amounts not in excess of the statutory maximum rate.
XV.
Miscellaneous
15.1    Governing Law. The validity, interpretation, construction and effect of the Plan and any rules and regulations relating to the Plan shall be governed by the laws of the State of New York (without regard to the conflicts of laws thereof), and applicable Federal law.
15.2    Foreign Plan Requirements. To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purpose of the Plan, the Committee may, without amending the Plan, establish special rules and/or sub-plans applicable to awards granted to Participants who are foreign nationals, are employed outside the United States, or both, and may grant awards to such Participants in accordance with those rules. In the event that the payment amount is calculated in a foreign currency, the payment amount will be converted to U.S. dollars using the prevailing exchange rate published in The Wall Street Journal (or in such other reliable publication as the Committee, in its discretion, may determine to rely on) on the relevant date.
15.3    Section 409A. The intent of the parties is that payments under the Plan will comply with Section 409A of the Code to the extent subject thereto or an exemption therefrom and, accordingly, to the maximum extent permitted the Plan shall be interpreted and administered to be in compliance therewith. Any payments provided under the Plan that are payable within the short-term deferral period as defined in Section 409A of the Code shall not be treated as deferred compensation unless otherwise required by applicable law. Without limiting the generality of the foregoing, to the extent a Participant would otherwise be entitled to any payment under the Plan, or any plan or arrangement of the Corporation or its affiliates, that constitutes “deferred compensation” subject to Section 409A: (i) references to termination of the Participant’s employment will mean the Participant’s separation from service with the Corporation or one of its Affiliates within the meaning of Section 409A; (ii) any payment to be made with respect to such Award, that if paid or provided during the six months beginning on the date of termination of a Participant’s employment would be subject to the Section 409A additional tax because the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Corporation) will be paid (or will commence being paid, if applicable) to the Participant on the earlier of the six-month anniversary of the Participant’s date of termination or the Participant’s death; (iii) to the extent an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (iv) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the regulations promulgated under the Code), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (v) to the extent necessary to comply with Section 409A, any other securities, other Awards or other property that the Corporation or one of its Affiliates may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A).
15.4    No Liability With Respect to Tax Qualification or Adverse Tax Treatment. Notwithstanding any other provision of the Plan, in no event shall the Corporation or any of its Affiliates be liable to a Participant on account of an Award’s failure to (i) qualify for favorable United States or foreign tax treatment or (ii) avoid adverse tax treatment under United States or foreign law, including, without limitation, Section 409A of the Code.
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15.5
Choice of Forum
(a)    Unless otherwise specified in an Award Agreement, it shall be a condition of each Award that the Corporation and the Participant irrevocably submit to the exclusive jurisdiction of any state or federal court located in New York, New York over any suit, action or proceeding arising out of or relating to or concerning the Plan or the Award. By accepting an Award, the Participant acknowledges that the forum designated by this Section 15.5(a) has a reasonable relation to the Plan, any applicable Award and the Participant’s relationship with the Corporation. Notwithstanding the foregoing, nothing herein shall preclude the Corporation from bringing any suit, action or proceeding in any other court for the purpose of enforcing the provisions of this Section 15.5(a) or otherwise.
(b)    By accepting an Award, (i) the Participant waives, to the fullest extent permitted by applicable law, any objection which the Participant may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 15.5(a), (ii) the Participant undertakes not to commence any action arising out of or relating to or concerning any Award in any forum other than a forum described in this Section 15.5 and (iii) the Participant agrees that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the Participant and the Corporation.
(c)    Unless otherwise specified in an Award Agreement, by accepting an Award, the Participant irrevocably appoints each General Counsel of the Corporation as his or her agent for service of process in connection with any suit, action or proceeding arising out of or relating to or concerning the Plan or any Award, who shall promptly advise the Participant of any such service or process.
(d)    Unless otherwise specified in an Award Agreement, by accepting an Award, the Participant agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in this Section 15.5, except that the Participant may disclose information concerning such dispute, controversy or claim to the court that is considering such dispute, controversy or claim or to his legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim).
126     BNY Mellon  Ø   2023 Proxy Statement
LOGO
THE BANK OF NEW YORK MELLON CORPORATION
~~225 LIBERTY~~240 GREENWICH STREET
NEW YORK, NY 10286
ATTN: ~~CRAIG BEAZER~~JAMES J. KILLERLANE III
        LOGO
VOTE BY INTERNET -
Go towww.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of ~~information up until~~information. Vote by 11:59 p.m. Eastern Time on April 9, 2023 for shares held in a plan. Have your proxy card in hand when you access the ~~day before the cut-off date or meeting date. Follow~~website and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting ~~instructions up until~~instructions. Vote by 11:59 p.m. Eastern Time ~~the day before the cut-off date or meeting date.~~on April 9, 2023 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

SHAREHOLDER MEETING REGISTRATION
To attend and vote ~~and/or attend~~at the meeting, go to the ~~“Register for~~“Attend a Meeting” link at~~www.proxyvote.com~~. www.proxyvote.com.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
            ~~E36237-P01730-Z71711-Z71922~~D96841-P83291-Z83990-Z83989                 KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                 DETACH AND RETURN THIS PORTION ONLY

THE BANK OF NEW YORK MELLON CORPORATION

The Board of Directors recommends a vote FOR all nominees for director, FOR Proxy ~~Item~~Items 2, ~~FOR~~4, and 5, 1 YEAR for Proxy Item 3, ~~AGAINST Proxy Item 4,~~ and AGAINST Proxy Item 5.6.
    1. ~~Election of Directors~~
  ~~Nominees:~~ ~~For~~ ~~Against~~ ~~Abstain~~
    1.     Election of Directors

Nominees:   For     Against   Abstain
1a.  ~~Steven D. Black~~
Linda Z. Cook ☐ ☐ ☐ For Against ~~Against~~ Abstain
         ~~Abstain~~1b.  Joseph J. Echevarria
☐
☐
☐
2.
Advisory resolution to approve the 2022 compensation of our named executive officers. ☐ ☐ ☐
1c.  M. Amy Gilliland
☐
☐
☐

~~1b.  Linda Z. Cook~~1 Pear
2 Years
3 Years
Abstain
1d.  Jeffrey A. Goldstein
☐
☐
☐
3. Advisory vote recommending the frequency with which we conduct a say-on-pay vote. ☐ ☐ ☐ ☐
1e.  K. Guru Gowrappan
☐
☐
☐
For
Against
Abstain
1f.  Ralph Izzo
☐
☐
☐
4.
Ratify the appointment of KPMG LLP as our independent auditor for 2023.
☐ ☐ ☐
1g.  Sandra E. "Sandie" O'Connor
☐
☐
☐
5.
Approve the 2023 Long-Term Incentive Plan. ☐ ☐ ☐
1h.  Elizabeth E. Robinson

☐

☐

☐

2.6.

~~Advisory resolution to approve the 2017 compensation~~Stockholder proposal regarding stockholder ratification of ~~our named~~certain executive ~~officers.~~severance payments, if properly presented.

☐

☐

☐

~~1c.  Joseph J. Echevarria~~
☐
☐
☐
~~1d.  Edward P. Garden~~
1i.  Frederick O. Terrell

☐

☐

☐

~~1e.  Jeffrey A. Goldstein~~
☐
☐
☐
3.
~~Ratification of KPMG LLP as our independent auditor for 2018.~~
☐
☐
☐
~~1f.  John M. Hinshaw~~
1j.  Robin Vince

☐

☐

☐

~~1g.  Edmund F. Kelly~~
☐
☐
☐
4.
~~Stockholder proposal regarding written consent.~~
☐

☐

☐

~~1h.  Jennifer B. Morgan~~
☐
☐
☐
5.
~~Stockholder proposal regarding a proxy voting review report.~~
☐
☐
☐
~~1i.  Mark A. Nordenberg~~
1k.  Alfred W. “Al” Zollar

☐

☐

☐

~~1j.  Elizabeth E. Robinson~~
☐
☐
☐
~~1k.  Charles W. Scharf~~
☐
☐
☐
~~1l.  Samuel C. Scott III~~
☐
☐
☐
Note:Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.



Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and the ~~2017~~2022 Annual Report to ~~Shareholders~~Stockholders are available at www.proxyvote.com.
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D96842-P83291-Z83990-Z83989

~~E36238-P01730-Z71711-Z71922~~
~~Proxy — THE BANK OF NEW YORK MELLON CORPORATION~~
~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION~~
The undersigned hereby appoints Craig T. Beazer, Bennett E. Josselsohn and Blair F. Petrillo or any of them, each with full power of substitution, as attorneys and proxies of the undersigned to vote all The Bank of New York Mellon Corporation Common Stock which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held on Tuesday, April 10, 2018, at 9:00 a.m., 101 Barclay Street, New York, New York 10286 and at any adjournment of such meeting, as fully and effectually as the undersigned could do if personally present, and hereby revokes all previous proxies for said meeting.Where a vote is not specified, the proxies will vote the shares represented by this Proxy FOR the election of all nominees for director, FOR Proxy Item 2, FOR Proxy Item 3, AGAINST Proxy Item 4, and AGAINST Proxy Item 5, and will vote in their discretion on such other matters that may properly come before the meeting and at any adjournment of such meeting.
~~Participants in the 401(k), ESOP, Deferred Share Award and/or Deferred Compensation Plans:~~Your vote will provide voting instructions to the trustee of the plan to vote the proportionate interest as of the record date. If no instructions are given by the vote cut-off date of April 5, 2018 at 11:59 EDT, the trustee will vote, subject to review by the voting fiduciary, unvoted shares in the same proportion as voted shares. Consequently, a failure to sign and return a ballot is not equivalent to voting with respect to any of the propositions on the ballot.
~~Participants in the UK Stock Accumulation Plan (“SAP”):~~If voting instructions are properly provided, shares will be voted in accordance with those instructions. If you properly sign and return the attached ballot but fail to provide a specific voting direction for a particular proposition on the ballot, then any shares you hold in the SAP will be voted in accordance with the recommendation of the Board of Directors on such proposition. If you do not properly sign and return the ballot or provide instructions by telephone or Internet, then for shares held in the SAP, no vote will be recorded. Consequently, a failure to provide instructions is not equivalent to voting with respect to any proposition on the ballot.
~~This proxy is solicited on behalf of the Board of Directors of the Corporation, and may be revoked prior to its exercise.~~~~The Board of Directors recommends votes FOR the election of all nominees for director, FOR Proxy Item 2, FOR Proxy Item 3, AGAINST Proxy Item 4, and AGAINST Proxy Item 5.~~
~~(Continued and to be marked, dated and signed, on the reverse side.)~~
LOGO
Proxy — THE BANK OF NEW YORK MELLON CORPORATION (the “Corporation”)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned hereby appoints James J. Killerlane III, Zachary J. Levine and Blair F. Petrillo or any of them, each with full power of substitution, as attorneys and proxies of the undersigned to vote all The Bank of New York Mellon Corporation Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Corporation to be held on Wednesday, April 12, 2023, commencing 9:00 a.m. ET, at 240 Greenwich Street, New York, New York 10286 and at any adjournment of such meeting, as fully and effectually as the undersigned could do if personally present, and hereby revokes all previous proxies for said meeting. Where a vote is not specified, the proxies will vote the shares represented by this Proxy FOR the election of all nominees for director, FOR Proxy Items 2, 4, and 5, 1 YEAR for Proxy Item 3, and AGAINST Proxy Item 6, and will vote in their discretion on such other matters that may properly come before the meeting and at any adjournment of such meeting.
Participants in the 401(k), ESOP, Deferred Share Award and/or Deferred Compensation Plans: Your vote will provide voting instructions to the trustee of the plan to vote the proportionate interest as of the record date. If no instructions are given by the vote cut-off date of April 9, 2023 at 11:59 p.m. ET, the trustee will vote, subject to review by the voting fiduciary, unvoted shares in the same proportion as voted shares. Consequently, a failure to sign and return a ballot is not equivalent to voting with respect to any of the propositions on the ballot.
Participants in the UK Stock Accumulation Plan ("SAP"): If voting instructions are properly provided, shares will be voted in accordance with those instructions. If you properly sign and return the attached ballot but fail to provide a specific voting direction for a particular proposition on the ballot, then any shares you hold in the SAP will be voted in accordance with the recommendation of the Board of Directors on such proposition. If you do not properly sign and return the ballot or provide instructions by telephone or Internet, then for shares held in the SAP, no vote will be recorded. Consequently, a failure to provide instructions is not equivalent to voting with respect to any proposition on the ballot.
This proxy is solicited on behalf of the Board of Directors of the Corporation, and may be revoked prior to its exercise. The Board of Directors recommends votes FOR the election of all nominees for director, FOR Proxy Items 2, 4, and 5, 1 YEAR for Proxy Item 3, and AGAINST Proxy Item 6.
(Continued and to be marked, dated and signed, on the reverse side.)


☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12



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AGENDA		BOARD RECOMMENDATION

1. To elect the 1211 nominees named in this proxy statement to serve on our Board of Directors until the ~~2019 annual meeting~~2024 Annual Meeting		FOR each director nominee


3. To provide an advisory vote recommending the frequency with which we conduct a say-on-pay vote		FOR conducting the vote EVERY year

3.4. To ratify the appointment of KPMG LLP as our independent auditor for ~~2018~~2023		FOR


~~Earnings Per Share (“EPS”)~~		Operating Earnings Per Share (“OEPS”)*
JAMES J. KILLERLANE III Corporate Secretary

~~Strong Multi-Year Total Stockholder Return (“TSR”)~~		~~Returned Significant Value to Stockholders~~


LETTER TO STOCKHOLDERS			~~Page~~ 1


NOTICE OF ANNUAL MEETING			~~Page~~ 2


INTRODUCTION			~~Page~~ 3


ITEM 1 – ELECTION OF DIRECTORS			~~Page 7~~ 10

Resolution			~~Page 8~~ 11

Nominees			~~Page 9~~ 12

Director Qualifications			18

Majority Voting Standard			19

Corporate Governance and Board Information			~~Page 18~~ 20

Our Corporate Governance Practices			20

Board Leadership Structure			29

Director Independence			29

Business Relationships and Related Party Transactions Policy			31

Oversight of Environmental, Social and Governance Matters			32

Oversight of Risk			37

Board Meetings and Committee Information			38

Compensation Consultants to the HRC Committee			43

Contacting the Board			43

Director Compensation			~~Page 31~~ 44

Overview			44

2022 Director Compensation Table			46

ITEM 2 – ADVISORY VOTE ON COMPENSATION			~~Page 33~~ 47

Resolution			~~Page 34~~ 48

Compensation Discussion ~~and~~& Analysis			49

Introduction			~~Page 35~~49

2022 Performance Highlights			56

Compensation of NEOs			57

Pay Practices			66

How We Address Risk and Control			71

Report of the HRC Committee			71

Executive Compensation Tables and Other Compensation ~~Disclosure~~Disclosures			72

2022 Summary Compensation Table			~~Page 58~~72

2022 Grants of Plan-Based Awards			74

2022 Outstanding Equity Awards at Fiscal Year-End			75

2022 Option Exercises and Stock Vested			76

2022 Pension Benefits			77

2022 Nonqualified Deferred Compensation			78

Potential Payments upon Termination or Change in Control			79


Pay Ratio		82

Pay Versus Performance		83

ITEM 3 – ADVISORY VOTE ON SAY-ON-PAY VOTE FREQUENCY		86

ITEM 4 – RATIFICATION OF KPMG LLP		~~Page 70~~ 87

Resolution		~~Page 70~~ 88

Report of the Audit Committee		~~Page 71~~ 89

Services Provided by KPMG LLP		~~Page 72~~ 90

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees		90


~~ITEM 4 – STOCKHOLDER PROPOSAL REGARDING WRITTEN CONSENT~~		~~Page 73~~
~~Stockholder Proposal~~Other Services Provided by KPMG LLP		~~Page 73~~
~~Board of Directors’ Response~~		~~Page 74~~90


~~ITEM 5 – STOCKHOLDER PROPOSAL REGARDING PROXY~~ ~~VOTING REVIEW REPORT~~		~~Page 76~~
~~Stockholder Proposal~~Pre-Approval Policy		~~Page 76~~
~~Board of Directors’ Response~~		~~Page 77~~90

ITEM 5 – APPROVAL OF THE 2023 LONG-TERM INCENTIVE PLAN		91

~~ADDITIONAL INFORMATION~~Resolution		92

Key Terms of the 2023 Long-Term Incentive Plan		93

Highlights of the 2023 LTIP		~~Page 78~~93

Key Terms of the 2023 LTIP		94

U.S. Federal Income Tax Consequences		96

New Plan Benefits		98

ITEM 6 – STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER RATIFICATION OF EXCESSIVE TERMINATION PAY		99

ADDITIONAL INFORMATION		103

Equity Compensation Plans		~~Page 79~~ 104

Information on Stock Ownership		~~Page 80~~ 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	��	~~Page 82~~ 107

Other Information		~~Page 85~~ 111

Stockholder Proposals for 2024 Annual Meeting		111

How Our Board Solicits Proxies; Expenses of Solicitation		111

Householding		111

Other Business		112

Helpful Resources		~~Page 88~~ 113

ANNEX A: NON-GAAP RECONCILIATION		115

ANNEX B: 2023 LONG-TERM INCENTIVE PLAN		116




	Commonly Referenced Pages

	Director Nominees and Committee Membership	6

	Compensation Discussion & Analysis	49

	Corporate Governance and Board Information	20

	~~ANNEX A: NON-GAAP RECONCILIATION~~Nominees	12

	Director Qualifications	18

	Oversight of Environmental, Social and Governance Matters	32
~~Page 89~~
	Oversight of Risk	37

	Pay Practices	66

	2022 Performance Highlights	56

	2022 Summary Compensation Table	72



2. To provide an advisory vote for approval of the ~~2017~~2022 compensation of our named ~~executives,~~executive officers, as disclosed in this proxy statement		FOR


5. To approve the 2023 Long-Term Incentive Plan		FOR

4.6. To consider a stockholder proposal regarding ~~written consent,~~stockholder ratification of certain executive severance payments, if properly presented		AGAINST



~~5. To consider a stockholder proposal regarding a proxy voting review report, if properly presented~~		~~AGAINST~~



~~Investment Services~~ ~~Collateral Manager of the Year~~ ~~Global Investor/ISF,~~~~2017~~ ~~Best Global Corporate Trust Service Provider~~ ~~Global Finance, 2017~~ ~~Best Global Bank for Depositary Receipts~~ ~~Global Finance, 2017~~ ~~Best Middle-Office Solution and BestBuy-Side~~ ~~Operations Solution~~ ~~FTF News, 2017~~ ~~Best Managed Accounts Platform~~ ~~Hedgeweek, 2017~~ ~~Best ETF Fund Accounting and Administration Provider~~ ~~ETF Innovation Awards, 2017~~ ~~Treasury Services~~ ~~Best Bank for Financial Institutions~~ ~~Global Finance, 2017~~ ~~Best Global Trade Correspondent Bank~~ ~~Global Trade Review Magazine, 2017~~		~~Investment Management~~ ~~Best Private Bank in the U.S. for Customer Service~~ ~~Professional Wealth Management/The Banker, 2017~~ ~~Winner, Global Fixed Income — Newton Investment Management~~ ~~Financial Times, 2017~~		~~Best Mutual Funds: International Bond —Standish Mellon~~ ~~Investor’s Business Daily, 2017~~ ~~LDI Manager of the Year — Insight Investment~~ ~~Financial News, 2017~~ ~~Fixed Income Manager of the Year — Insight Investment~~ ~~UK Pension Awards, 2017~~
	~~Technology~~VIA THE INTERNET ~~Top Companies for Women Technologists Leadership Index~~Visit the website listed ~~Anita Borg Institute, 2017~~on your proxy card		BY TELEPHONE Call the telephone number ~~NOVA Award for Innovation in Technology~~listed on your proxy card ~~NICSA, 2017~~ ~~Best Enterprise Data Management Initiative~~ ~~WatersTechnology, 2017~~ ~~Workplace~~ ~~Top 50 Employers for Women~~ ~~The Times, 2017~~ ~~100% Corporate Equality Index~~ ~~Human Rights Campaign, 2018~~ ~~Gender-Equality Index~~ ~~Bloomberg, 2018~~ ~~Corporate Social Responsibility~~ ~~Dow Jones Sustainability World Index~~ ~~2017~~

	IN PERSON Attend the Annual Meeting (pre-registration required; see page 107 for more information)		BY MAIL Mail in a completed proxy card
	IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE.


		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 12, 2023: Our 2023 Proxy Statement and 2022 Annual Report to stockholders are available at https://www.bnymellon.com/us/en/investor-relations/overview.html. The Bank of New York Mellon Corporation uses the Securities and Exchange Commission rule permitting companies to furnish proxy materials to their stockholders on the Internet. In accordance with this rule, on or about March 1, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided to stockholders, which includes instructions on how to access our 2023 Proxy Statement and 2022 Annual Report online, and how to vote online for the 2023 Annual Stockholders Meeting. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.


Reported EPS		OEPS*

		* For a reconciliation and explanation of this~~non-GAAP~~Non-GAAP measure, see Annex A.


~~Skills and Expertise~~
~~Finance~~		~~Leadership~~
~~Technology~~	~~Global~~	~~Governance~~
~~Risk~~	~~Financial~~ ~~Services~~ ~~Experience~~	~~Diversity~~




LETTER ~~FROM THE CEO~~TO STOCKHOLDERS


~~AGENDA~~		~~BOARD RECOMMENDATION~~



~~INTRODUCTION~~



		INTRODUCTION


		COMMITTEE MEMBERSHIPS

Name and Occupation⁽¹⁾	Director Since	Independent	Audit	Corp. Gov. & Nom.	Corp. Social Resp.	Finance	Human Res. & Comp.	Risk	Technology	Other Current Public Company Boards

Steven D. Black⁽²⁾ Co-CEO of Bregal Investments	N/A									1

Linda Z. Cook Managing Director of EIG Global Energy Partners and CEO of Harbour Energy, Ltd.	2016									0

Joseph J. Echevarria Retired CEO of Deloitte LLP	2015	⁽³⁾	⁽⁴⁾							3

Edward P. Garden Chief Investment Officer and Founding Partner of Trian Fund Management, L.P.	2014									2

Jeffrey A. Goldstein CEO, SpringHarbor Financial Group LLC and a Senior Advisor, Hellman & Friedman LLC	2014									1

John M. Hinshaw Former EVP and Chief Customer Officer of Hewlett Packard Enterprise Company	2014									0

Edmund F. “Ted” Kelly Retired Chairman of Liberty Mutual Group	2004									0

Jennifer B. Morgan Executive Board member of SAP and President of SAP Americas and Asia Pacific Japan, Global Customer Operations	2016									0

Mark A. Nordenberg Chancellor Emeritus, Chair of the Institute of Politics and Distinguished Service Professor of Law of the University of Pittsburgh	1998									0

Elizabeth E. Robinson Retired Global Treasurer of The Goldman Sachs Group, Inc.	2016									0

Charles W. Scharf⁽⁵⁾ Chairman & CEO of The Bank of New York Mellon Corporation	2017									1

Samuel C. Scott III Retired Chairman, President & CEO of Ingredion Incorporated	2003		⁽⁴⁾							2


~~Corporate Governance and Nominating~~				~~Human Resources and Compensation~~

~~Chair:~~~~Mark A. Nordenberg~~ ~~Members:~~~~Linda Z. Cook, Joseph J. Echevarria, Edward P. Garden, John A. Luke, Jr.~~ ~~2017 Meetings:~~ 6 ~~Key Responsibilities:~~ ~~Identifying and reviewing potential directors, and reviewingnon-employee~~ ~~director compensation; maintaining our Corporate Governance Guidelines; overseeing annual Board and committee evaluations; and reviewing structure, responsibilities and membership of committees.~~				~~Chair:~~ ~~Edward P. Garden~~ ~~Members:~~~~Jeffrey A. Goldstein, Edmund F. “Ted” Kelly, Samuel C. Scott III~~ ~~2017 Meetings:~~ 10 ~~Key Responsibilities:~~ Overseeing employee compensation and benefits, management development and succession and diversity and inclusion programs; and administering our incentive compensation plans, including equity incentive compensation plans.

~~Corporate Social Responsibility~~				~~Risk~~

~~Chair:~~~~Samuel C. Scott III~~ ~~Members:~~~~John A. Luke, Jr., Mark A. Nordenberg, Elizabeth E. Robinson~~ ~~2017 Meetings:~~ 4 ~~Key Responsibilities:~~ Promoting culture of exemplary corporate citizenship; overseeing our philanthropy, community involvement, and advocacy; assessing the impact of our businesses, operations and programs from a social responsibility perspective reflecting varied stakeholders’ interests; and overseeing Community Reinvestment Act and Fair Lending compliance.				~~Chair:~~~~Edmund F. “Ted” Kelly~~ ~~Members:~~~~Linda Z. Cook, Edward P. Garden, Jeffrey A Goldstein, John M. Hinshaw, Elizabeth E. Robinson~~ ~~2017 Meetings:~~ 5 ~~Key Responsibilities:~~ Approving enterprise-wide risk management practices, our risk appetite statement and our global risk management framework; evaluating risk exposure and tolerance; and reviewing policies and practices regarding risk assessment and risk management.

				~~Technology~~

INTRODUCTION				~~Chair:~~~~John M. Hinshaw~~ ~~Members:~~~~Jennifer B. Morgan, Mark A. Nordenberg~~ ~~2017 Meetings:~~ 5 ~~Key Responsibilities:~~ ~~Approving our technology planning and strategy; reviewing significant technology investments; and monitoring technology trends relative to our business strategy.~~


Robust Stockholder Rights	Active, Independent Board	Our Culture

• ~~No staggered board~~Annual election of directors • ~~Special meeting~~ ~~of independent directors may be called by our Lead Director~~ • 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 3 years, to nominate up to 20% of the Board • ~~No plurality~~Majority voting in uncontested director elections (each director must be elected by a majority of votes cast) • ~~No supermajority voting:~~~~stockholder actions require only~~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’~~(stockholders’ rights plan)	• ~~Active engagement with stakeholders~~ • Independent ~~board:~~board comprised solely of independent directors, other than our CEO, ~~and meets~~who meet in regular executive sessions • ~~Independent~~Strong independent board leadership: The roles of Chair and CEO currently are separate; if combined in the future, an independent Lead ~~Director:~~~~annuallyselected~~Director will be appointed by the independent directors ~~empowered with broad authority~~ • ~~Board succession and refreshment:~~ ~~led by~~Our independent Chair may call a special meeting of the ~~Corporate Governance and Nominating Committee recruiting efforts, our Board has added seven~~ independent directors ~~since 2014 and recommended an independent nominee for election at our 2018 Annual Meeting~~or full Board • ~~Lead Director~~Board succession and ~~Committee Chairman rotation~~refreshment, led by the CGNSR Committee. Seven of the incumbent directors nominated for election at ~~five-year intervals~~the 2023 Annual Meeting have been added to the Board in the last five years • High rate of ~~attendance:~~ ~~average 2017~~ attendance at Board and committee meetings, ~~was 97%~~with average 2022 attendance of among incumbent directors of approximately 99% • ATo enhance alignment of director and stockholder interests, a substantial portion of director compensation is paid inequity, 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	• ~~Risk-aware:~~ weBoard oversight is a critical component of our risk-aware culture. We seek to protect against excessive risk-taking through multiple lines of defense ~~including Board oversight~~ • ~~Honest and accountable:~~ ~~our~~ Our codes of conduct, which apply to all employees and directors, ~~providing~~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:~~ ~~we encourage directors to participate in~~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, including the Commonsense Principles 2.0 and ~~continue to enhance~~Business Roundtable’s Statement on the Purpose of a Corporation • Comprehensive Enterprise ESG strategy that includes active reporting by the company and oversight by the Board and its committees • The Enterprise ESG Report incorporates our ~~integrated learning and development platform for employees through BNY Mellon University~~Task Force on Climate-related Financial Disclosures (“~~BKU”~~TCFD”) framework-aligned disclosure


Named Executives (NEOs)	Salary	Incentive Compensation			Total Incentive as % of Target	Awarded Total Direct Compensation⁽¹⁾
Named Executives (NEOs)	Salary	Cash	PSUs⁽²⁾	RSUs⁽²⁾	Total Incentive as % of Target	Awarded Total Direct Compensation⁽¹⁾
Charles W. Scharf⁽³⁾ Chairman & CEO	$572,917	$1,754,000	$7,625,000	$1,754,000	100%⁽⁵⁾	$11,705,917⁽⁶⁾
Gerald L. Hassell⁽⁴⁾ Former Chairman & CEO	$1,000,000	$3,500,000	$—	$10,500,000	100%	$15,000,000
Thomas P. (“Todd”) Gibbons Vice Chairman & CFO	$650,000	$1,943,100	$2,914,650	$1,619,250	102%	$7,127,000
Brian T. Shea Former Vice Chairman & CEO of Investment Services	$650,000	$1,188,495	$—	$2,773,155	98%	$4,611,650
Mitchell E. Harris CEO of Investment Management	$650,000	$2,626,155	$3,939,232	$2,188,463	119%	$9,403,850
Bridget E. Engle Senior Executive Vice President & Chief Information Officer	$339,611	$2,350,000	$1,175,000	$1,175,000	100%	$5,039,611

1	~~The amounts reported~~

Program Feature		Practice

Balanced approach for incentive compensation		• PSU target incentive comprises 50% of target total incentive compensation for our CEO (unchanged from previous year) and 40% for our other NEOs (changed from 45% in previous year to better align with market practice) • RSU target incentive comprises 25% of target total incentive compensation for our CEO (unchanged from previous year) and 30% for our other NEOs (changed from 25% in previous year to better align with market practice) • Earnout on PSUs granted in 2021, 2022 and 2023 will be based on average company ROTCE and relative TSR (weighted 70% and 30%, respectively) over a three-year performance period to focus on revenue growth, expense discipline, credit risk management, prudent capital deployment, and profitability, and to reinforce alignment with stockholder interests; earnout on PSUs granted in 2020 was based on three-year average revenue growth and three-year average operating margin, each as ~~Awarded Total Direct Compensation differ substantially from the amounts determined under SEC rules as reported for 2017 in the “Total” column~~adjusted

Directly link pay to performance		• Incentive compensation is earned on a combination of ~~the Summary Compensation Table set forth on page 58. The above table is not a substitute for the Summary Compensation Table.~~

2	~~Performance-based restricted stock units (“PSUs”)~~company and individual performance • Annual cash and RSU incentive awards are ~~generally earned between 0% – 150%~~ based on the ~~achievement of~~corporate component metric, OEPS, which reinforces management’s focus on company-wide performance ~~metrics over~~and organic earnings per share growth, through revenue growth, expense discipline, and prudent capital management • The individual modifier impacts the ~~2018 – 2020 performance period. 50% of Mr. Scharf’s~~cash, RSU, and PSU incentive ~~PSUs were granted upon his commencement of employment and are earned between 0% – 150%~~awards to permit greater differentiation based on individual performance and, if appropriate, business unit performance • Management’s focus on overall growth, efficiency, profitability, and alignment with stockholder interests is reinforced by earnout of PSU awards granted in 2021, 2022 and 2023 and earned based on average company ROTCE and relative TSR over a three-year performance period

Comprehensive risk assessment		• With the ~~achievement~~Chief Risk Officer, the HRC Committee annually assesses compensation plans 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 their compensation with appropriate levels of risk-taking • NEOs’ equity awards are subject to 100% forfeiture during, and clawback following, the vesting period. NEOs’ cash incentive awards are subject to 100% clawback within three years following the payment date. In each case, any forfeiture or clawback would be based on ongoing risk assessments under our comprehensive recoupment policies

Promote long-term stock ownership		• Deferred equity (PSUs and RSUs) comprises 75% of target total incentive compensation for our CEO and comprises 70% for our other NEOs • PSUs cliff vest after the end of the three-year performance ~~metrics over the 2017 – 2019 performance period. Restricted stock units (“RSUs”) generally~~period, and RSUs vest in equal annual installments over three ~~years.~~


RESOLUTION		Page 811


NOMINEES		Page 912
Director Qualifications		Page 1518
Majority Voting Standard		Page 1719


CORPORATE GOVERNANCE AND BOARD INFORMATION		Page 1820
Our Corporate Governance Practices		Page 1820
Board Leadership Structure		Page 2129
Director Independence		Page 2229
Business Relationships and Related Party Transactions Policy		Page 31
Oversight of Environmental, Social and Governance Matters		Page 32
Oversight of Risk		Page 2437
Board Meetings and Committee Information		Page 2538
Compensation Consultants to the HRC Committee		Page 29
~~Succession Planning~~43		~~Page 30~~
Contacting the Board		Page 3043


DIRECTOR COMPENSATION		Page 3144
Overview		Page 44
2022 Director Compensation Table		Page 46



ITEM 1. ELECTION OF DIRECTORS		> Re~~solution~~ Resolution


• All 11 nominees currently serve on our Board ~~of Directors. Mr. Black is a nominee who does not currently serve on our Board of Directors.~~and are standing for re-election. • 1110 nominees are independent, and one nominee serves as the company’s ~~Chairman~~President and ~~Chief Executive Officer.~~ ~~• John A. Luke, Jr., currently a director of our company, will not be standing for reelection at our Annual Meeting.~~CEO.
• The Board and ~~the~~its Corporate Governance, Nominating and ~~Nominating~~Social Responsibility Committee ~~(“CG&N~~(the “CGNSR Committee”) have concluded that each of our nominees should be recommended for ~~nomination or~~re-nomination as a director ~~as described on page 16~~ after considering, among other ~~things,~~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, (5) ~~intangible attributes, (6)~~ prior BNY Mellon Board experience, ~~and (7) Board~~(6) attendance and participation ~~as applicable.~~at Board meetings throughout such nominee’s tenure on the Board and (7) additional intangible attributes. 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 ~~technology, accounting,~~financial services, asset management, private equity and M&A, technology and cybersecurity, accounting, financial regulation, ~~financial services,~~government affairs, media and product development, operations, management of complex, global ~~management, insurance,~~businesses and risk ~~management~~management. Information about each director nominee, including each nominee’s professional experience, skills, expertise and ~~legal matters.~~community contributions, is provided starting on page 12. • The nominees are able to devote the necessary time and effort to BNY Mellon matters.





	~~The Board of Directors recommends that you vote~~ ~~“FOR” each of the nominees described below.~~


Joseph J. Echevarria Age: 66 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, Xerox Corporation

Mr. Echevarria served as CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named CEO. In addition to the public company board service noted above, Mr. Echevarria currently serves as a Trustee and CEO of the University of Miami. Mr. Echevarria previously served as Chairman of President Obama’s My Brother’s Keeper Alliance and as a Member of the Private Export Council, the principal national advisory committee on international trade. Mr. Echevarria earned his bachelor’s degree in business administration from the University of Miami.

Skills and Expertise: • Leadership of a large, global company • Financial expert, with expertise in accounting, regulatory and compliance issues • Senior level policy-making experience in the field of professional services


M. Amy Gilliland ^Finance Age: 48 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		^Leadership

Ms. Gilliland is president of General Dynamics Information Technology (“GDIT”), a business unit of General Dynamics Corporation. GDIT provides technology networks and systems and professional services for U.S. defense, intelligence, federal agency, and state and local government customers. 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 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


Frederick O. Terrell Age: 68 Independent Director since 2020 Senior Advisor, Centerbridge Partners, L.P. and former Executive Vice Chairman, Investment Banking and Capital Markets, Credit Suisse Committees: Audit (Chair), Human Resources and Compensation Other Current Public Company Board Service: Paramount (f/k/a ViacomCBS Inc.)

~~Charles W. Scharf~~Mr. Terrell is a Senior Advisor with Centerbridge Partners, L.P., a multi-strategy private investment management firm. Mr. Terrell is a former Executive Vice Chairman of Investment Banking and Capital Markets at Credit Suisse, the global investment bank, where he later served as Senior Advisor, from January 2018 to November 2018. From June 2010 to December 2017, Mr. Terrell served as Vice Chairman of Investment Banking and Capital Markets at Credit Suisse. In this capacity he was responsible for the Bank’s global relationships with some of its largest clients. Mr. Terrell was a member of Credit Suisse’s Investment Banking Committee, its Managing Director Promotion Committee and the Board of Trustees of the Credit Suisse Americas Foundation. He began his career as an Associate with The First Boston Corporation in 1983. From 1997 to 2008, he was Founder and Managing Partner of Provender Capital Group, LLC, which made private equity investments in emerging growth-oriented companies. ~~Age 52~~In addition to his public company board service noted above, Mr. Terrell is a member of the Investment Committee of the Rockefeller Foundation and serves on the board of trustees of the Kaiser Family Foundation. He is a former member of the Board of Directors of the New York Life Insurance Company, Wellchoice, Inc. (formerly Empire Blue Cross Blue Shield), Carver Bancorp Inc., where he served as Chairman of the Board, and Vroom, Inc. He currently is a member of the Board of Directors of Mobility Capital Finance Inc., the Partnership Fund for New York City, Planet Word Museum, and a member of the Economic Club of New York and the Council on Foreign Relations. He is a former member of the University Council of Yale University and Board of Advisors for the Yale School of Management and Chairman of the Board of the Coro Foundation, New York Leadership Center. Mr. Terrell earned his BA degree from La Verne College, an MA degree from Occidental College and his MBA from the Yale School of Management. Mr. Terrell is a former Coro Foundation Fellow.

Skills and Expertise: • Expertise in banking, finance and corporate strategy • Leadership in the business of a large global financial institution • Experience in advising on corporate strategy and complex transactions

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. Prior to her service as CEO of Harbour Energy, Ms. Cook was employed with EIG, and most recently served as Partner, Managing Director and a member of EIG’s Executive Committee. Prior to joining EIG in 2014, 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.
In addition to the public company board service noted above, 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