NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2023

Table of Contents

2022 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 2023 Annual Meeting of Stockholders (the “2023 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 2022 performance can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Annual Report to stockholders. The following presents certain information regarding our 2022 performance that the Human Resources and Compensation Committee (“HRC Committee”) of our Board of Directors (the “Board”) considered in approaching compensation decisions for 2022, as detailed in the “Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

Recognition and Awards

We are honored to be the recipients of a number of awards and recognitions, including those listed below. For additional investor relations information, see “Helpful Resources” on page 113.

Environmental, Social and Governance (“ESG”)

As one of the most trusted financial institutions, we are committed to operating responsibly and sustainably. We integrate our commitment to environmental sustainability and human rights across our business. We also work to improve the effectiveness of our supply chain and seek suppliers whose corporate values align with ours. Additionally, we engage with stakeholders on public policy initiatives important to our company.

Additional detail regarding the company’s Enterprise Environmental, Social and Governance (“Enterprise ESG”) strategy, including its commitments to culture and purpose, responsible business and global citizenship, and the Board’s oversight role, can be found starting on page 32.

Board Leadership and Composition

The 11 director nominees standing for election at the 2023 Annual Meeting contribute to the Board’s overall depth of experience, diversity, differing perspectives and institutional knowledge. 10 of the director nominees are independent, including the Chair of the Board, Joseph Echevarria. The only nominee who is a member of management is our President and Chief Executive Officer (“CEO”), Robin Vince.

Our Board is committed to fostering and maintaining its diversity. In addition to valuing diversity of viewpoints, professional experience, tenure, education, skills and expertise, the Board also seeks to include directors with diverse backgrounds, including with respect to race, gender, ethnicity and sexual orientation, to capture the benefits inherent in diverse perspectives. As a result of this commitment, our Board has approved a slate of nominees for election at the 2023 Annual Meeting that is 36% female and 36% diverse on the basis of race or ethnicity. In addition, four of the six standing committees of the Board are chaired by a director who is diverse on the basis of race or gender.

Detailed information about each nominee’s qualifications, experience, skills and expertise along with select professional and community contributions can be found starting on page 12.

Director Nominees and Committee Membership

Name and Occupation Linda Z. Cook CEO of Harbour Energy, Plc. Joseph J. Echevarria Independent Chair of the Board of The Bank of New York Mellon Corporation; Retired CEO of Deloitte LLP Thomas P. "Todd" Chief Executive Officer of The Bank of New York Mellon Corporation M. Amy Gilliland Senior Vice President of General Dynamics Corporation and President of General Dynamics Information Technology Jeffrey A. Goldstein Senior Advisor at Canapi Ventures, Advisor Emeritus at Hellman & Friedman LLC, and Former Under Secretary of the Treasury for Domestic Finance K. Guru Gowrappan Executive Vice President of Verizon Communications Inc. and Former CEO of Verizon Media Group. Ralph Izzo Chairman, President and CEO of Public Service Enterprise Group Incorporated Sandie OConnor Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co Edmund F. "Ted" Kelly Retired Chairman of Liberty Mutual Group Elizabeth E. Robinson Retired Global Treasurer of The Goldman Sachs Group, Inc. Samuel C. Scott III Retired Chairman, President & CEO of Ingredion Incorporated Frederick O. Terrell Senior Advisor at Centerbridge Partners, L.P. Alfred W. "Al" Zollar Executive Advisor at Siris Capital Group, LLC Director Since 2016 2015 2019 2014 2020 2021 2004 2016 2016 2003 2020 2019 Independent Audit Corp. Gov., Nom. & Social Resp. Finance Human Res. & Comp. Risk Technology Other Current Public Company Boards

"C" indicates Committee Chair.

Corporate Governance Highlights

The high standards set by our governance structure support the strength and resiliency of our business. Several of our key governance practices are outlined below. For a detailed discussion of our corporate governance framework, please refer to “Corporate Governance and Board Information” beginning on page 20.

Compensation Principles and Practices

Our compensation program is designed to compensate our executive officers for performance in a manner that is aligned with our stockholders’ interests and consistent with our high standards for risk management. Our 2022 executive compensation program continued to feature operating earnings per share (“OEPS”) as the key performance assessment metric for determining cash and restricted stock unit (“RSU”) awards, and the earnout for our performance share unit (“PSU”) awards granted in 2021, 2022 and 2023 will be based on average company ROTCE and relative TSR. The following table summarizes the key components of our compensation program for 2022, and a detailed discussion, including with respect to the compensation decisions for our Named Executive Officers (“NEOs”), is provided in the “Compensation Discussion & Analysis” section of this proxy statement, which begins on page 49.

2022 Target Direct Compensation Structure

Item 1. Election of Directors

Proposal

We are asking stockholders to elect the 11 nominees named in this proxy statement to serve on our Board until the 2024 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.

Background

Voting

Each director will be elected if more votes are cast “for” the director’s election than are cast “against” the director’s election. Abstentions and broker non-votes are not counted as a vote cast either “for” or “against” the director’s election and therefore have no effect on voting outcomes. Pursuant to our Corporate Governance Guidelines, if any incumbent director fails to receive a majority of the votes cast, the director will be required to tender his or her resignation promptly after the certification of the stockholder vote. 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. More information on our voting standard and the CGNSR Committee’s consideration of tendered resignations is provided on page 19 below.

We are unaware of any reason that a nominee named in this proxy statement would be unable to serve as a director if elected. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as may be nominated in accordance with our by-laws, as described on page 19. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Director Qualifications

Our Board believes that the nominees meet the criteria outlined above and discussed in more detail in “Director Nomination Process” starting on page 23, and collectively exhibit the diversity and depth and breadth of experience necessary to contribute to an engaged board that is capable of effectively and thoughtfully overseeing the company’s management. Each of the nominees are incumbent directors, and, other than Robin Vince, each nominee was elected as a director at our 2022 Annual Meeting of Stockholders. Mr. Vince joined the Board as a management director effective August 31, 2022, in connection with his transition to the role of President and CEO of the company, at which time Mr. Thomas P. (Todd) Gibbons (who was elected as a management director at our 2022 Annual Meeting) stepped down from the Board. No nominee has a family relationship to any other director or executive officer.

Majority Voting Standard

Under our by-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 broker non-votes not being counted as 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.

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 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 CGNSR Committee’s recommendation no later than 90 days following the certification of the election in question. In considering the recommendation of the CGNSR Committee, the Board will consider the factors considered by the CGNSR Committee and such additional information and factors as it deems relevant.

Following the Board’s decision, the company will publicly disclose such decision in a Current Report on Form 8-K filed with the 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 our by-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.

Our Corporate Governance Practices

The high standards set by our governance structure support the 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 adoption of board governance best practices, is designed to benefit all our stakeholders, including our stockholders, clients, employees and communities. Several of our key governance practices are outlined below.

Corporate Governance Developments

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 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 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 over the past several years, culminating in a balanced slate of nominees, including seven directors who have been added to the Board in the last five years. Each of these new directors adds significant experience and expertise to our Board, complementing and supplementing the experience, diversity and skills of our Board as a whole. Although the 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 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.

Beyond the Board’s comprehensive meeting schedule and management and director succession planning initiatives, other pillars of the company’s governance framework implemented in recent years include:

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:

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 diverse backgrounds—including with respect to race, gender, ethnicity and sexual orientation—to capture the benefits inherent in diverse

perspectives. As a result of this commitment, our Board has approved a slate of nominees for election at the 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 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 Incumbent Directors

In considering whether to re-nominate a director for election at our Annual Meeting, the Board and the CGNSR Committee reviewed, among other factors:

To facilitate the 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 of the Annual Meeting will not be re-nominated for election to 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

values (Passion for Excellence, 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 role in overseeing executive compensation, compensation and expense reimbursements for independent directors, communications between stockholders and directors, the role of our 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 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 recognizing and addressing ethical issues, to provide mechanisms to report possible unethical conduct, and to foster a culture of honesty and accountability among directors. At least annually, the CGNSR Committee reviews the directors’ compliance with the Directors’ Code of Conduct (and, in 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 approved, changes to the Directors’ Code of Conduct to expressly address directors’ personal political activities, including as it relates to political contributions.

Our Corporate Governance Guidelines, Employee Code of Conduct and 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 conduct a self-evaluation 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.

Design of Assessment Process CGNSR Committee and independent Chair (or Lead Director, as applicable) determine the process, scope and contents of the Board's annual performance evaluation. The process is generally designed to facilitate a multi-year perspective and year-over-year comparability of 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 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 Strategic priorities for focusing Board oversight Range of business, professional and other backgrounds necessary for a director to serve the company Content and form of information provided to the Board by management Review and Presentation of Findings The independent, third-party advisor aggregates the questionnaire responses and interview feedback and develops a report for the Board and 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 of the full Board in which Board self-evaluation results are presented and the standing committee self-evaluations are reported. The third-party advisor will attend the Board and committee 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.

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 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 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.

The new director orientation process generally progresses in the following stages:

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 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 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 a policy for the reimbursement of reasonable out-of-pocket expenses incurred by a director in connection with his or her participation in continuing education sessions.

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. 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 design and implementation of a stockholder written consent right.

Board Leadership Structure

The Board’s independent directors review the Board’s leadership structure and the selection of 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 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, the independent directors of the Board have determined that it was appropriate to maintain a separation between the positions of Chair and 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 who will carry out the duties specified in our Corporate Governance Guidelines.

Director Independence

Our Board has determined that 10 of our 11 director nominees are independent. Our independent director nominees are Linda Z. Cook; Joseph J. Echevarria; M. Amy Gilliland; Jeffrey A. Goldstein; K. Guru Gowrappan; Ralph Izzo; Sandie O’Connor; Elizabeth E. Robinson; Frederick O. Terrell; and Alfred W. “Al” Zollar. Our President and CEO, Robin Vince, is not independent.

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 outlined in our Corporate Governance Guidelines) based on 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 (“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

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:

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 or non-independence that would be reached by reference to the factors listed above.

In determining that each of the directors who served on our Board in 2022, other than Mr. Gibbons (who served on the Board through August 31, 2022) and Mr. Vince, is independent, our Board reviewed 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 or arrangements rose to the level that would require disclosure under our related party transactions policy, which is described in more detail on page 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 such other entity’s consolidated gross revenues for its last reported fiscal year:

Our Board, on the basis of the analysis and recommendations conducted by the CGNSR Committee, determined that none of the transactions, relationships 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 his or her ability to act in the best 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 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.

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.

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 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.

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 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.

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 natural resources. We 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 analysis of 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.

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.

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.

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:

Spotlight on Employee Wellbeing

In 2022, Wellbeing achieved several milestones which signify our ongoing mission to support employees in their life moments.

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.

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.

Our Chief Risk Officer reports to the Risk Committee, which is responsible for approving the Chief Risk Officer’s appointment and annually reviewing his or her performance. The Risk Committee also reviews the Senior Risk 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 management sub-committees to identify, assess and manage risks. Each risk management sub-committee reports its activities to the Senior Risk and Control Committee and any significant changes in the key responsibilities of any sub-committee, or a change in the Chair of any sub-committee, must be approved by our Chief Risk Officer and subsequently reported to the Senior Risk 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:

Board Meetings and Committee Information

Board Meetings

Our Corporate Governance Guidelines provide that our directors are expected to attend our Annual Meeting of Stockholders and all regular and special meetings of our Board and committees on which they sit. All of our directors, except for Linda Z. Cook, attended our 2022 Annual Meeting of 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 16 meetings in 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 served, and the average attendance rate for incumbent directors in 2022 was approximately 99%.

Committees and Committee Charters

Our Board has established six standing committees, 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. 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 113).

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 engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its compensation consultant for 2022. As discussed in greater detail in the “Compensation Discussion & Analysis” beginning on page 49 below, throughout the year, the compensation consultant assists the committee in its analysis and evaluation of compensation matters relating to our executive officers. The HRC Committee’s independent compensation consultant reports directly to the HRC Committee, attends the in-person, virtual and telephonic meetings of the committee, and meets with the committee in executive session without management present. 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. Throughout the year, Meridian worked with management in executing its services to the committee, but did not provide services to management without pre-approval by the committee Chair. In addition, Meridian maintains, and has provided to the HRC Committee, a written policy designed to avoid and address potential conflicts of interest. The HRC Committee considered the company’s relationship with Meridian during the year, assessed the independence of Meridian pursuant to SEC and NYSE rules, and concluded that there are no conflicts of interest that would prevent Meridian from independently representing the HRC Committee.

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.

Contacting the Board

Interested parties may send communications to our Board, 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 113).

Our Corporate Secretary is authorized to open and review any mail or other correspondence received that is addressed to the Board, any individual director or any Board committee unless the item is marked “Confidential” or “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 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 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.

Additionally, all directors are expected to attend each Annual Meeting of Stockholders, as discussed in the “Board Meetings” section above.

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; and fees for serving as a director of one of our subsidiaries. We also reimburse directors for their reasonable out-of-pocket expenses in connection with attendance at Board meetings, including airfare 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 reasonable out-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.

2022 Director Equity Compensation

Based on its review for 2022, the CGNSR Committee recommended, and the Board approved, an annual equity award with a value of $185,000 for each independent director (the same value that was awarded to independent directors in 2021). The annual equity award was 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, 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. This award of deferred stock units was granted shortly after the 2022 Annual Meeting of Stockholders for directors elected or re-elected at such meeting.

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 a committee or as a member of the Audit or Risk Committees. The following table lists the cash retainer amounts in effect for 2022:

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 Technology Committee 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 review of the director compensation program, the CGNSR Committee also examines the stock ownership guidelines applicable to our 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.

Our directors are not permitted to hedge, pledge or transfer any of their deferred stock units and are subject to a robust hedging and pledging policy as described in further detail under “Compensation Discussion & Analysis—Pay Practices—Hedging and Pledging” on page 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 to pre-clear any transaction in company stock or derivative securities with our legal department (including gifts 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 for Non-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 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.

2022 Director Compensation Table

The following table provides information concerning the compensation of each independent director who served in 2022. As management directors, Messrs. Gibbons and Vince did not receive any compensation for their respective service on the Board.