Table of Contents - BNY Mellon

Table of Contents

LETTER TO STOCKHOLDERS

Page 1

NOTICE OF ANNUAL MEETING

Page 2

INTRODUCTION

Page 3

ITEM 1 ¨C ELECTION OF DIRECTORS

Page 12

Resolution

Page 13

Nominees

Page 14

Corporate Governance and Board Information

Page 22

Director Compensation

Page 44

ITEM 2 ¨C ADVISORY VOTE ON COMPENSATION

Page 47

Resolution

Page 48

Compensation Discussion & Analysis

Page 49

Executive Compensation Tables and Other Compensation Disclosures

Page 71

ITEM 3 ¨C RATIFICATION OF KPMG LLP

Page 83

Resolution

Page 84

Report of the Audit Committee

Page 85

Services Provided by KPMG LLP

Page 86

ITEM 4 ¨C STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER

REQUESTS FOR A RECORD DATE TO INITIATE WRITTEN CONSENT

Page 87

ADDITIONAL INFORMATION

Page 90

Equity Compensation Plans

Page 91

Information on Stock Ownership

Page 92

Annual Meeting Q&A

Page 94

Other Information

Page 98

Helpful Resources

Page 100

ANNEX A: NON-GAAP RECONCILIATION

Page 102

LETTER TO STOCKHOLDERS

Dear Fellow Stockholder:

On behalf of our Board of Directors, we cordially invite you to our 2021 Annual Meeting of

Stockholders to be held on Tuesday, April 13, 2021 at 9:00 a.m., Eastern Time, via live webcast

available at BK2021.

From any vantage point, and by any measure, 2020 was an unprecedented year replete with unique

challenges. Through it all, BNY Mellon adapted and adjusted to ensure we continued to deliver on our

commitments. Our priority throughout the year was ¡ª and continues to be ¡ª ensuring that we

support our employees, clients, customers, communities and stockholders.

As a dedicated corporate citizen and recognizing the massive impact of the COVID-19 pandemic, we

continue to seek ways to provide support to frontline workers and communities at large. As part of

these efforts, we committed over $20 million of aid to nonprofit partners across the globe to deliver

relief from the COVID-19 pandemic and strengthen the wellbeing of underrepresented communities.

Our support strategically focused on bolstering public health infrastructure, providing front-line relief

and social service aid to those most affected by the COVID-19 pandemic. In addition, management and

the Board of Directors closely collaborated throughout the year to ensure that we created a stable,

healthy and supportive environment for our employees, especially our essential in-office staff.

In 2020, some much needed light was shed on social justice and racial equality issues in our

communities. We remain steadfast in our commitment to making and sustaining necessary, positive

change to build and strengthen a diverse, equitable and inclusive culture. For example, to drive

significant positive movement and accelerate progress with respect to our most underrepresented ethnic

talent populations, and help position our firm as a competitive choice with Black and Latinx

professionals, we set some concrete, short-term representation goals in the U.S. In addition, we are

proud to have one of the most diverse Boards of Directors among our peers. We value the perspectives

our directors bring to bear on these issues of great importance facing our business and the communities

in which we operate. We believe that our director nominees will continue to partner with management to

drive our commitment to social justice and racial equality initiatives in our communities.

We value the opportunity that our Annual Meeting provides to share our perspectives regarding our

performance in 2020 and our continuing strategy to drive sustainable, long-term value for stockholders.

In the context of the challenges precipitated by the COVID-19 pandemic and ensuing economic and

market volatility, we maintained a comprehensive strategic agenda for 2020, and our Board of Directors

and management engaged in regular, candid and constructive dialogue about all aspects of the business.

At this year¡¯s Annual Meeting, you will be asked to vote on several items, including the election of

directors, our 2020 executive compensation program (the ¡°say-on-pay¡± vote), the ratification of KPMG

LLP to serve as our independent auditor for 2021, and a stockholder proposal, if properly presented.

Detailed information about the director nominees, including their specific experience and

qualifications, begins on page 14. Our ¡°Compensation Discussion & Analysis¡± begins on page 49. Our

Audit Committee report and corresponding disclosures about our continuing relationship with KPMG

LLP begins on page 83. We encourage you to read the proxy statement for more information.

Your vote is important to us, and we hope that you will participate in the Annual Meeting by voting as

promptly as possible through any of the means described in this proxy statement. Instructions on how

to vote and attend the virtual annual meeting begin on page 94.

Looking forward, we are excited about the business opportunities we have to serve our clients and

drive change as we advance, and to harness the lessons learned, from the challenges of 2020. Thank

you for your investment in BNY Mellon.

Sincerely,

TODD GIBBONS

Chief Executive Officer and Director

JOSEPH J. ECHEVARRIA

Chair of the Board

March 2, 2021

BNY Mellon ? 2021 Proxy Statement

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