NOTICE OF
ANNUAL MEETING AND PROXY STATEMENT 2023
Table of Contents
LETTER TO STOCKHOLDERS
NOTICE OF ANNUAL MEETING
INTRODUCTION
ITEM 1 - ELECTION OF DIRECTORS
Resolution
Nominees
Director Qualifications
Majority Voting Standard
Corporate Governance and Board Information
Our Corporate Governance Practices
Board Leadership Structure
Director Independence
Business Relationships and Related Party
Transactions Policy
Oversight of Environmental, Social and Governance Matters
Oversight of Risk
Board Meetings and Committee Information Compensation Consultants to the HRC Committee Contacting the Board
Director Compensation
Overview
2022 Director Compensation Table
ITEM 2 - ADVISORY VOTE ON COMPENSATION
Resolution
Compensation Discussion & Analysis
Introduction
2022 Performance Highlights
Compensation of NEOs
Pay Practices
How We Address Risk and Control
Report of the HRC Committee
Executive Compensation Tables and Other Compensation Disclosures
2022 Summary Compensation Table
2022 Grants of Plan-Based Awards
2022 Outstanding Equity Awards at Fiscal Year-End
2022 Option Exercises and Stock Vested
2022 Pension Benefits
2022 Nonqualified Deferred Compensation
Potential Payments upon Termination or Change in Control
1 | Pay Ratio | 82 |
2 | Pay Versus Performance | 83 |
- ITEM 3 - ADVISORY VOTE ON SAY-ON-PAY VOTE
10 | FREQUENCY | 86 |
ITEM 4 - RATIFICATION OF KPMG LLP | 87 | |
11 | ||
Resolution | 88 | |
12 | ||
Report of the Audit Committee | 89 | |
18 | ||
Services Provided by KPMG LLP | 90 | |
19 | ||
Audit Fees, Audit-Related Fees, Tax Fees and All | ||
20 | ||
Other Fees | 90 | |
20 | Other Services Provided by KPMG LLP | 90 |
29 | Pre-Approval Policy | 90 |
29 ITEM 5 - APPROVAL OF THE 2023 LONG-TERM
INCENTIVE PLAN | 91 |
31 | 92 |
Resolution |
32 Key Terms of the 2023 Long-Term Incentive
37 | Plan | 93 |
Highlights of the 2023 LTIP | 93 | |
38 | ||
43 | Key Terms of the 2023 LTIP | 94 |
43 | U.S. Federal Income Tax Consequences | 96 |
44 | New Plan Benefits | 98 |
44 ITEM 6 - STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER RATIFICATION OF EXCESSIVE
46 | TERMINATION PAY | 99 |
47 | ADDITIONAL INFORMATION | 103 |
48 | ||
Equity Compensation Plans | 104 | |
49 | ||
Information on Stock Ownership | 105 | |
49 | ||
Beneficial Ownership of Shares by Holders of More | ||
56 | Than 5% of Outstanding Stock | 105 |
57 | Beneficial Ownership of Shares by Directors and | |
66 | Executive Officers | 106 |
Delinquent Section 16(a) Reports | 106 | |
71 | ||
Annual Meeting Q&A | 107 | |
71 | ||
Other Information | 111 | |
72 | Stockholder Proposals for 2024 Annual Meeting | 111 |
72 | How Our Board Solicits Proxies; Expenses of | |
74 | Solicitation | 111 |
75 | Householding | 111 |
76 | Other Business | 112 |
77 | Helpful Resources | 113 |
78 | ANNEX A: NON-GAAP RECONCILIATION | 115 |
79 | 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 |
Nominees | 12 |
Director Qualifications | 18 |
Oversight of Environmental, Social and Governance Matters | 32 |
Oversight of Risk | 37 |
Pay Practices | 66 |
2022 Performance Highlights | 56 |
2022 Summary Compensation Table | 72 |
LETTER TO STOCKHOLDERS
Dear Fellow Stockholder:
On behalf of our Board of Directors, we cordially invite you to our 2023 Annual Meeting of Stockholders on Wednesday, April 12, 2023, at 9:00 a.m., Eastern Time at 240 Greenwich Street, New York, New York 10286.
We value this opportunity to share our perspectives on the company's performance in 2022, and to provide you a forum to ask questions. With our company's rich history and pivotal role in global markets, we see a great deal of potential to drive long-term value for stockholders. The Board of Directors is highly engaged in regular and candid dialogue with our management team to appropriately challenge strategic priorities and to hold management accountable for disciplined execution.
You will be asked to vote on several items, including the election of directors, our 2022 executive compensation program (the "say-on-pay" vote), the frequency in which the say- on-pay vote is brought to stockholders, the ratification of KPMG LLP to serve as our independent auditor for 2023, the approval of the company's long-term incentive plan, and one stockholder proposal, if properly presented.
We encourage you to read the proxy statement prior to the meeting. The names and biographies of the director nominees start on page 12. The Compensation Discussion & Analysis starts on page 49, and the Audit Committee report and corresponding disclosures about our continuing relationship with KPMG LLP start on page 87.
Your vote is important to us. We invite you to participate and vote in person or vote through any of the acceptable means described in this proxy statement, as promptly as possible. Instructions on how to vote begin on page 107. You may also listen to the meeting at https:/ /www.bnymellon.com/us/en/investor-relations/index.jsp.
Thank you for your investment in BNY Mellon. We look forward to seeing you on April 12.
Sincerely,
ROBIN VINCE | JOSEPH J. ECHEVARRIA |
President, Chief Executive Officer and Director | Chair of the Board |
March 1, 2023 |
BNY Mellon ➤ 2023 Proxy Statement | 1 |
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The Bank of New York Mellon Corporation published this content on 01 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2023 12:32:49 UTC.