Bank of New York Mellon : Notice of 2022 Annual Meeting and Proxy Statement (PDF)

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Table of Contents

LETTER TO STOCKHOLDERS	Page 1
NOTICE OF ANNUAL MEETING	Page 2
INTRODUCTION	Page 3
ITEM 1 - ELECTION OF DIRECTORS	Page 10
Resolution	Page 11
Nominees	Page 12
Corporate Governance and Board Information	Page 20
Director Compensation	Page 43
ITEM 2 - ADVISORY VOTE ON COMPENSATION	Page 46
Resolution	Page 47
Compensation Discussion & Analysis	Page 48
Executive Compensation Tables and Other Compensation Disclosures	Page 71
ITEM 3 - RATIFICATION OF KPMG LLP	Page 82
Resolution	Page 83
Report of the Audit Committee	Page 84
Services Provided by KPMG LLP	Page 85
ITEM 4 - STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER	Page 86
REQUESTS TO CALL A SPECIAL MEETING
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 2022 Annual Meeting of Stockholders on Tuesday, April 12, 2022, at 9:00 a.m., Eastern Time at 240 Greenwich Street, New York, New York 10286.

We appreciate the opportunity to provide a perspective on BNY Mellon's financial performance and delivery against our strategy to drive sustainable, long-term value in 2021.

You will be asked to vote on several items, including the election of directors, our 2021 executive compensation program (the "say-on-pay" vote), the ratification of KPMG LLP to serve as our independent auditor for 2022, and a 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 48, and the Audit Committee report and corresponding disclosures about our continuing relationship with KPMG LLP start on page 82.

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 94. 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,

TODD GIBBONS	JOSEPH J. ECHEVARRIA
Chief Executive Officer and Director	Chair of the Board
March 1, 2022

BNY Mellon ➤ 2022 Proxy Statement

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NOTICE OF ANNUAL MEETING

TUESDAY, APRIL 12, 2022

9:00 a.m., Eastern Time

240 Greenwich Street* New York, New York 10286

Record Date: February 16, 2022

	AGENDA	BOARD RECOMMENDATION
1.	To elect the 11 nominees named in this proxy statement to serve on our Board	FOR each director nominee
	of Directors until the 2023 Annual Meeting
2.	To provide an advisory vote for approval of the 2021 compensation of our	FOR
	named executive officers, as disclosed in this proxy statement
3.	To ratify the appointment of KPMG LLP as our independent auditor for 2022	FOR
4.	To consider a stockholder proposal regarding stockholder requests to call a	AGAINST
	special meeting, if properly presented

We will also act on any other business that is properly raised at the meeting.

March 1, 2022

By Order of the Board of Directors,

JAMES J. KILLERLANE III

Corporate Secretary

• We currently intend to hold the annual meeting in-person at our main offices in New York City. We will be instituting special precautions to protect the health and safety of all attendees. We are requiring all stockholders that wish to attend the meeting in person to register in advance. Please read the proxy statement carefully for details regarding how to register for and attend the annual meeting in-person. We are also planning for the possibility that the annual meeting may be held solely by means of remote communication in the event that public health guidance and prevailing circumstances warrant such a change. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://www.bnymellon.com/proxy.

IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE.

VIA THE INTERNET	BY TELEPHONE	IN PERSON	BY MAIL
Call the telephone	Attend the Annual Meeting
Visit the website listed	Mail in a completed
number listed on	(see page 94 for more
on your proxy card	proxy card
your proxy card	information)

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be held on April 12, 2022: Our 2022 Proxy Statement and 2021 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, 2022, a Notice of Internet Availability of Proxy Materials (the "Notice") will be provided to stockholders, which includes instructions on how to access our 2022 Proxy Statement and 2021 Annual Report online, and how to vote online for the 2022 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.

2 BNY Mellon ➤ 2022 Proxy Statement

INTRODUCTION

2021 Financial Performance Highlights

The following summary highlights information contained in this proxy statement and provides context related to the matters to be voted on at the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") of The Bank of New York Mellon Corporation (the "company," "BNY Mellon," "we," "our" or "us"). You should read the entire proxy statement carefully before voting.

A detailed discussion of our 2021 performance can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Annual Report to stockholders. The following presents certain information regarding our 2021 performance that the Human Resources and Compensation Committee ("HRC Committee") of our Board of Directors (the "Board") considered in approaching compensation decisions for 2021, as detailed in the "Compensation Discussion & Analysis" section of this proxy statement, which begins on page 48.

Reported EPS

$4.75
$4.50
$4.25	$4.14
$4.00
$3.83
$3.75
$3.50
$3.25
$3.00
2020	2021

	OEPS*
$4.75
$4.50
$4.25	$4.24
$4.01
$4.00
$3.75
$3.50
$3.25
$3.00
2020	2021

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

Multi-Year Relative Total Stockholder Return ("TSR")

Returned Significant Value to Stockholders

	100
	90
	80
	70	63rd
	60
Percentile			41st	in common
				$1.1B
	50			dividends
	40		33rd	+ $4.6B	in common share
	30			repurchases
	20	18th	17th	19th	returned to
	10			= $5.7B
			stockholders
	0
		1 Year	3 Years	5 Years

Represents our TSR performance through December 31, 2020 relative to our Benchmarking Peer Group

Represents our TSR performance through December 31, 2021 relative to our Benchmarking Peer Group

BNY Mellon ➤ 2022 Proxy Statement

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