Bank of New York Mellon : Notice of 2023 Annual Meeting and Proxy Statement

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

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