BK Bank of New York Mellon Corporation

Dear Fellow Stockholder:

On behalf of our Board of Directors, we cordially invite you to our 2025 Annual Meeting of Stockholders on Tuesday, April 15, 2025 at 9:00 a.m. Eastern time, which you can attend virtually at www.virtualshareholdermeeting.com/BK2025.

Our company delivered a strong performance in 2024, demonstrating positive momentum as we steadily transform our company. We look forward to the opportunity to discuss our progress with you at our Annual Meeting. BNY holds a unique position at the center of the global financial system, and as we execute on our strategy, we will continue to focus on unlocking opportunity and bringing long-term value to our clients and our stockholders. The Board of Directors is highly engaged in regular and candid dialogue with our management team to appropriately advise, challenge and hold our management team accountable for consistently driving better outcomes for you, our valued stockholder.

You will be asked to vote on several items, including the election of directors, our 2024 executive compensation program (the “say-on-pay” vote), and the ratification of KPMG LLP to serve as our independent auditor for 2025.

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 93.

Your vote is important to us. We invite you to participate and vote at the meeting 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 101.

Thank you for your investment in BNY.

Sincerely,

ROBIN VINCE

President, Chief Executive Officer and Director

March 5, 2025

JOSEPH J. ECHEVARRIA

Chair of the Board

Operating leverage excluding notable items, expenses excluding notable items, and ROTCE are non-GAAP measures. For a reconciliation of the non-GAAP measure to the corresponding GAAP measure, please see Annex A: Non-GAAP Reconciliations beginning on page 107.

Operating leverage is the rate of increase (decrease) in total revenue less the rate of increase (decrease) in total noninterest expense.

Name and Occupation

Linda Z. Cook

CEO of Harbour Energy plc

2016

⬤

C⁽¹⁾

⬤

1

Joseph J. Echevarria

Independent Chair of the Board of The Bank of New York Mellon Corporation; Retired CEO of Deloitte LLP

2015

⬤

⬤⁽¹⁾

⬤

C

2

M. Amy Gilliland

President of General Dynamics Information Technology

2021

⬤

⬤⁽¹⁾

⬤

⬤

0

Jeffrey A. Goldstein

Senior Advisor at Canapi Ventures, Advisor Emeritus at Hellman & Friedman LLC

2014

⬤

⬤

⬤

C

1

K. Guru Gowrappan

Former President, Viasat, Inc.

2021

⬤

⬤⁽¹⁾

⬤

0

Ralph Izzo

Retired Chairman, President and CEO of Public Service Enterprise Group Incorporated

2020

⬤

⬤⁽¹⁾

C

⬤

2

Sandie O’Connor

Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co.

2021

⬤

⬤

⬤

1

Elizabeth E. Robinson

Retired Global Treasurer of The Goldman Sachs Group, Inc.

2016

⬤

⬤

⬤

C

⬤

1

Rakefet Russak-Aminoach

Managing Partner of Team8, Former President and CEO of Bank Leumi LE-Israel B.M.

2024

⬤

⬤

⬤

0

Robin Vince

President and CEO of The Bank of New York Mellon Corporation

2022

0

Alfred W. “Al” Zollar

Retired Executive Partner at Siris Capital Group, LLC

2019

⬤

⬤

C

2

Financial expert within the meaning of the Securities and Exchange Commission (“SEC”) rules.

indicates Committee Chair.

Active, Independent Board

Our Culture

• Annual election of directors

• Special meeting rights for stockholders, individually or in a group, holding 20% of our outstanding common stock

• Written consent rights that allow stockholders representing at least the minimum number of votes that would be necessary to take action at a meeting to take the action without formally meeting

• Proxy access allows stockholders, individually or in a group of up to 20, holding 3% of our outstanding stock for at least three years, to nominate up to 20% of the Board

• Majority voting in uncontested director elections (each director must be elected by a majority of votes cast)

• A director who does not receive a majority of votes cast is required to tender his or her resignation upon certification of the vote

• No supermajority voting: Stockholder actions require only a majority of votes cast (not a majority of shares present and entitled to vote)

• No “poison pill” (stockholders’ rights plan)

• Independent board comprised solely of independent directors, other than our CEO, who meet in regular executive sessions without management

• Strong independent board leadership: The roles of Chair and CEO currently are separate; if combined in the future, an independent lead director (“Lead Director”) will be appointed by the independent directors

• Our independent Chair (or if there is not an independent Chair, the Lead Director), has the authority to call a special meeting of the independent directors

• Board succession and refreshment, led by the CGNSR Committee. Six of the directors nominated for election at the 2025 Annual Meeting have been added to the Board in the last five years

• High rate of attendance at Board and committee meetings, with average 2024 attendance among directors of approximately 95%

• To enhance alignment of director and stockholder interests, a substantial portion of director compensation is paid in equity, all of which is required to be retained until retirement

• Board and committees have access to independent legal, financial and other advisors

• Independent directors have unlimited access to company officers and employees

• Committee reports on each committee’s activities are prepared and provided to the Board at each regular Board meeting to help ensure oversight and accountability

• Board oversight is a critical component of our risk-aware culture. We seek to protect against excessive risk-taking through multiple lines of defense

• Our codes of conduct, which apply to all employees and directors, are rooted in our strategic pillars and principles; promote honesty and accountability; and provide a framework for ethical conduct

• Robust anti-hedging and anti-pledging policies prohibit executive officers and directors from engaging in hedging or pledging transactions with respect to company securities

• Innovative and evolving education and talent development is made available at all levels. Our Board supports robust director orientation and continuing education programs for directors, including “in-boardroom” education sessions tailored to our business and directors

• Committed to a robust corporate governance framework, consistent with best practices for the industry

• Comprehensive Enterprise Sustainability strategy that includes active reporting by the company and oversight by the Board and its committees

Program Feature

Balanced approach for   

incentive compensation   

•  Incentive compensation is awarded in a balanced mix of cash and deferred incentive compensation in the form of deferred equity:

•  Cash incentive comprised 20% of total incentive compensation for our CEO and 30% for our other NEOs

•  Deferred equity comprised 80% of total incentive compensation for our CEO and 70% for our other NEOs. Deferred equity for 2024 was awarded in:

•  PSUs – 60% of total incentive compensation for our CEO and 45% for our other NEOs

•  RSUs – 20% of total incentive compensation for our CEO and 25% for our other NEOs

Directly link pay to   

performance   

•  Incentive compensation is directly tied to a combination of company and individual performance

•  Corporate component – derived from a set of financial metrics (weighted 70%) and non-financial goals (weighted 30%), with the overall earnout capped at 150%

•  Individual modifiers – enable differentiation based on individual performance and, if appropriate, business unit performance. The modifier is capped at 150%

•  Earnout for PSUs is based on (1) average company Adjusted ROTCE (weighted 70%) and (2) relative total shareholder return (“TSR”) (weighted 30%) over a three-year performance period, which further links incentives with future performance and stockholder interests

Comprehensive    risk assessment   

•  The HRC Committee annually assesses compensation plans with the company’s Chief Risk Officer to determine whether they are well-balanced and do not encourage imprudent risk-taking

•  The HRC Committee’s incentive compensation determinations include an individual risk assessment for each Executive Committee member to connect compensation with appropriate levels of risk-taking

•  NEO cash and equity awards are subject to broad clawback and forfeiture policies, based on ongoing risk assessments under our comprehensive recoupment policies (which apply in addition to, and supplement, the company’s newly adopted clawback policy in accordance with SEC and NYSE requirements)

Promote long-term stock   

ownership   

•  PSUs cliff vest after the end of the three-year performance period, and RSUs vest in equal annual installments over three years

•  Robust policies prohibit hedging and pledging of company stock and derivative securities

•  Meaningful stock ownership guidelines:

•  CEO must acquire and retain company stock equal to seven times base salary within five years; and must also retain 50% net shares received from his equity-based compensation awards as CEO until age 60

•  Other NEOs must acquire and retain company stock equal to four times base salary within five years

•  NEOs must retain 75% of net shares received from equity-based compensation awards, during the five-year period to come into compliance with the stock ownership guidelines, and if they are out of compliance at any time thereafter, must retain 100% of net shares received from their equity-based compensation awards until they return to compliance

RESOLUTION

Page 11

NOMINEES

Page 12

Director Qualifications

Page 18

Majority Voting Standard

Page 19

CORPORATE GOVERNANCE AND BOARD INFORMATION

Page 20

Our Corporate Governance Practices

Page 20

Board Leadership Structure

Page 30

Director Independence

Page 31

Business Relationships and Related Party Transactions Policy

Page 32

Our Approach to Sustainability

Page 34

Oversight of Risk

Page 37

Board Meetings and Committee Information

Page 38

Compensation Consultants to the HRC Committee

Page 43

Contacting the Board

Page 43

DIRECTOR COMPENSATION

Page 44

Overview

Page 44

2024 Director Compensation Table

Page 46

• All 11 nominees currently serve on our Board and are standing for re-election.

• Ten nominees are independent, and one nominee serves as the company’s President and CEO.

• The Board and its Corporate Governance, Nominating and Social Responsibility Committee (the “CGNSR Committee”) have concluded that each of our nominees should be recommended for nomination as a director after considering, among other factors, the nominee’s (1) professional background and experience, (2) senior level management and policy-making positions, (3) other public company board experience, (4) contribution to the diversity of the Board (in all aspects of that term), (5) additional intangible attributes, (6) prior BNY Board experience, and (7) attendance and participation at Board meetings throughout such nominee’s tenure on the Board. Additional information regarding the Board’s director nomination process begins on page 24.

The Board

recommends that you vote

“FOR” each of the nominees described below.

• The nominees have skills and expertise in a wide range of areas, including financial services, asset management, private equity and M&A, technology and cybersecurity, accounting, environmental and climate-related issues, financial regulation, government affairs, media and product development, operations, management of complex, global businesses and risk management. Information about each director nominee, including each nominee’s professional experience, skills, expertise and community contributions, is provided beginning on page 12.

• The nominees are able to devote the necessary time and effort to BNY matters.

Age: 66

Independent Director since 2016

CEO of Harbour Energy plc

Retired Executive Committee Member and Director of Royal Dutch Shell plc

Committees: Audit (Chair); Corporate Governance, Nominating and Social Responsibility

Other Current Public Company Board Service: Harbour Energy plc (LSE)

Ms. Cook serves as the CEO and a member of the Board of Harbour Energy plc, a global independent oil and gas company, since April 2021. She is also a Senior Advisor to EIG Global Energy Partners, an investment firm focused on the global energy industry. Ms. Cook joined EIG in 2014, and most recently served as Partner, Managing Director and a member of EIG’s Executive Committee. Prior to joining EIG, Ms. Cook spent over 29 years with Royal Dutch Shell at various companies in the U.S., the Netherlands, the United Kingdom and Canada. At her retirement from Royal Dutch Shell, Ms. Cook was a member of the Executive Committee in the Netherlands headquarters and a member of the Board of Directors. Her primary executive responsibility was Shell’s global upstream Natural Gas business in addition to oversight for Shell’s global trading business, Shell Renewable Energy, and Shell’s Downstream R&D and Major Projects organizations. Ms. Cook previously was CEO of Shell Canada Limited, CEO of Shell Gas & Power and Executive VP of Finance, Strategy and HR for Shell’s global Exploration and Production business.

Ms. Cook has previously served as Chairman of Maverick Natural Resources LLC and Chrysaor Holdings Limited, as well as on the Boards of Directors of KBR, Inc., The Boeing Company, Marathon Oil Corporation, Cargill Inc., Royal Dutch Shell plc, Royal Dutch Shell Petroleum Co. NV and Shell Canada Limited. Ms. Cook is also a member of the Society of Petroleum Engineers and is a Trustee of the University of Kansas Endowment Association. Ms. Cook earned a Bachelor of Science degree in Petroleum Engineering from the University of Kansas.

Skills and Expertise:

•  International business operations experience at a senior policy-making level of a large, complex company

•  Expertise in financing, operating and investing in companies

•  Extensive service on the boards of several large public companies in regulated industries

•  Expertise in climate-related issues, as well as energy supply, demand and delivery

Age: 68

Independent Director since 2015; Lead Director from 2016 through September 2019; Chair since September 2019

Retired CEO of Deloitte LLP

Committees: Audit, Corporate Governance, Nominating and Social Responsibility, Finance (Chair)

Other Current Public Company Board Service: Pfizer Inc., Unum Group

Mr. Echevarria served as CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named CEO.

In addition to the public company board service noted above, Mr. Echevarria serves as a Trustee, CEO and President of the University of Miami and CEO of the University of Miami Health System. Mr. Echevarria served as a director of Xerox Corporation from 2017 until 2023. Mr. Echevarria previously served as Chairman of President Obama’s My Brother’s Keeper Alliance and as a Member of the Private Export Council, the principal national advisory committee on international trade. Mr. Echevarria earned his bachelor’s degree in business administration from the University of Miami.

Skills and Expertise:

•  Leadership of a large, global company

•  Financial expert, with expertise in accounting, regulatory and compliance issues

•  Senior level policy-making experience in the field of professional services

Age: 50

Independent Director since 2021

President, General Dynamics Information Technology, a business unit of General Dynamics Corporation

Committees: Audit, Human Resources and Compensation, Technology

Other Current Public Company Board Service: None

Ms. Gilliland is president of General Dynamics Information Technology (“GDIT”), a business unit of General Dynamics Corporation. GDIT is a global technology and professional services company that delivers consulting, technology, and mission services to every major agency across the U.S. government as well as the defense and intelligence communities. Before being named president in September 2017, Ms. Gilliland served as GDIT’s deputy for operations and was responsible for all aspects of the company’s business operations. Ms. Gilliland joined General Dynamics in 2005 and has served in a variety of leadership roles, including senior vice president of human resources and administration, chief of staff for the chief executive officer and staff vice president of strategic planning, staff vice president of investor relations, and director of strategic planning.

Prior to joining General Dynamics, Ms. Gilliland served in the U.S. Navy as a surface warfare and public affairs officer. Ms. Gilliland serves as a member of the boards of the Northern Virginia Technology Council and the Economic Club of Washington.

Ms. Gilliland earned a bachelor’s degree with distinction from the U.S. Naval Academy, a master’s degree from Cambridge University and a master’s degree in business administration from Georgetown University.

Skills and Expertise:

•  Expertise in Information Technology and cybersecurity

•  Experience in strategic planning and overseeing business combinations

•  Leadership experience in the operations of a global technology company

Age: 69

Independent Director since 2014

Senior Advisor and member of the Investment Committee, Canapi Ventures; Advisor Emeritus, Hellman & Friedman LLC

Committees: Finance, Human Resources and Compensation, Risk (Chair)

Other Current Public Company Board Service: Fidelity National Information Services, Inc. (Independent Chairman of the Board)

Mr. Goldstein is a Senior Advisor and member of the Investment Committee of Canapi Ventures, a venture capital fund specializing in financial technology companies, and an Advisor Emeritus at Hellman & Friedman LLC, a private equity firm. Mr. Goldstein was a Managing Director at Hellman & Friedman LLC from 2004 to 2009 and from 2011 to 2016 and a Senior Advisor from 2016 to 2019. He was Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury from 2009 to 2011.

Mr. Goldstein worked at James D. Wolfensohn Inc. and successor firms for 15 years. When Wolfensohn & Co. was purchased by Bankers Trust in 1996, he served as co-chairman of BT Wolfensohn and as a member of Bankers Trust’s management committee. In 1999, Mr. Goldstein became a managing director of the World Bank. He also served as its Chief Financial Officer beginning in 2003. In July of 2009, President Barack Obama nominated Mr. Goldstein to be Under Secretary of the Treasury for Domestic Finance. In July 2011, Secretary of the Treasury Timothy F. Geithner awarded Mr. Goldstein with the Alexander Hamilton award, the Treasury Department’s highest honor for a presidential appointee. Earlier in his career, Mr. Goldstein taught economics at Princeton University and worked at the Brookings Institution. In addition to his current public company board service, Mr. Goldstein serves on the board of directors of Capitolis, Inc. and formerly served on the boards of Westfield Corporation from 2016 to 2018 and Edelman Financial Services, LLC from 2015 to 2018. Mr. Goldstein also served on the Advisory Board of Promontory Financial Group, LLC from 2016 to 2021, and the Board of Trustees of Vassar College from 2003 to 2009 and 2011 to 2021. Mr. Goldstein earned a Bachelor of Arts degree from Vassar College and a Master of Arts, Master of Philosophy and a Ph.D. in economics from Yale University.

Skills and Expertise:

•  Experience in private equity

•  Expertise in the operations of large financial institutions

•  Experience in financial regulation and banking

Age: 44

Independent Director since 2021

Former President at Viasat, Inc.

Committees: Audit, Technology

Other Current Public Company Board Service: None

Mr. Gowrappan served as the President of Viasat, Inc. from April 2023 until January 2025. He served as CEO of Verizon Media Group, the media division of Verizon Communications, Inc., from October 2018 until September 2021, leading brands such as Yahoo! while serving a global audience of ~900 million monthly active users. He joined Verizon in April 2018 as President and Chief Operating Officer of Oath, Inc. From 2015 until joining Verizon in 2018, he held the position of Global Managing Director at the Alibaba Group, a multinational e-commerce company, where he focused on international expansion for key consumer and enterprise products. Mr. Gowrappan was previously Chief Operating Officer at Quixey, a mobile technology company, where he led the Product, Business and Marketing organizations. He was also previously Chief Operating Officer for Growth and Emerging Initiatives at Zynga Inc., where he helped guide the mobile game development company through its initial public offering process.

Mr. Gowrappan serves on the board of water.org, a global nonprofit focused on water and sanitation issues. Mr. Gowrappan earned an M.S. in Computer Science from the University of Southern California and completed the Business Bridge Program with the Tuck School of Business at Dartmouth College. He also holds a bachelor’s degree from the University of Madras in Chennai, India.

Skills and Expertise:

•  Expertise in the integration of digital and mobile technologies in advertising and media, including eCommerce, payments, monetization, social, content and gaming

•  Experience in corporate development and international business expansion

•  Leadership in the strategy and operations of a global technology company

Age: 67

Independent Director since 2020

Retired Chairman, President and Chief Executive Officer of Public Service Enterprise Group Incorporated

Committees: Audit, Corporate Governance, Nominating and Social Responsibility (Chair), Human Resources and Compensation

Other Current Public Company Board Service: CMS Energy Corporation, Ovintiv Inc.

Mr. Izzo served as Chairman and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, from April 2007 until September 2022, and as Executive Chair of PSEG from September 2022 until December 2022. He was the company’s president and chief operating officer and a member of the board of directors from October 2006 until his appointment as Chairman, President and CEO. Previously, Mr. Izzo was president and chief operating officer of Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG. Since joining PSE&G in 1992, Mr. Izzo has held several executive positions within the PSEG family of companies.

In addition to his current public company board service, Mr. Izzo serves on the board of directors of TerraPower, a nuclear innovation company, and served on the board of The Williams Companies, Inc. from 2013 to 2016. Mr. Izzo currently serves as a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee, on the board of trustees of the Liberty Science Center, and on the boards of directors of Hackensack Meridian Health and the New Jersey Performing Arts Center, for which he also serves on the Executive Committee. Mr. Izzo is on the advisory board for the University of Pennsylvania’s School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, and is a member of Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology, and the Columbia University School of Engineering Board of Visitors. He previously served as the chair of the Nuclear Energy Institute and on the boards of directors for the Edison Electric Institute and Nuclear Electric Insurance Limited. In addition, he is a former chair of the Rutgers University Board of Governors and the New Jersey Chamber of Commerce. Mr. Izzo received his Bachelor of Science and Master of Science degrees in mechanical engineering and his Doctor of Philosophy degree in mechanical engineering/ applied physics from Columbia University. He also received a Master of Business Administration degree, with a concentration in finance, from the Rutgers Graduate School of Management.

Skills and Expertise:

•  Senior leadership of a publicly traded company

•  Experience in strategic planning, finance, risk management and operations of large, highly regulated companies

•  Expertise in science, technology and public policy

•  Expertise in climate-related issues, as well as energy supply, demand and delivery

Age: 58

Independent Director since 2021

Retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co.

Committees: Risk, Technology

Other Current Public Company Board Service: Terex Corporation

Ms. O’Connor retired as the Chief Regulatory Affairs Officer for JPMorgan Chase, where she set the firm’s comprehensive regulatory strategy and led engagement with G-20 policymakers. Prior to this role, Ms. O’Connor held several senior leadership positions at the firm since joining the company in 1988, including Global Treasurer and head of Prime Services, and was a member of the firm’s Executive Committee. She has also served on several public and private teams to support the integrity and efficiency of capital markets, including as Chair of the Federal Reserve Board’s Alternative Reference Rates Committee, and is a former member of the Treasury Markets Practices Group sponsored by the Federal Reserve Bank of New York.

In addition to her current public company board service, Ms. O’Connor serves on the board of Ripple and is chair of the board of BNY Mellon Government Securities Services Corp. She also serves on the board of directors of the YMCA of Greater NY, is chair of the Advisory Board for PlanetFirst Partners, and serves on the FDIC Systemic Resolution Advisory Committee.

Ms. O’Connor received a Bachelor of Science in Finance and International Business from New York University, Stern School of Business.

Skills and Expertise:

•  Senior leadership of a publicly traded, large global financial institution

•  Expertise in risk management, governance, financial regulation and policy development, and strategic planning

•  Expertise in capital markets, balance sheet management and banking

Age: 56

Independent Director since 2016

Retired Global Treasurer of The Goldman Sachs Group, Inc.

Committees: Corporate Governance, Nominating and Social Responsibility; Finance; Human Resources and Compensation (Chair); Risk

Other Current Public Company Board Service: The Travelers Companies, Inc.

Ms. Robinson served as Global Treasurer, Partner and Managing Director of The Goldman Sachs Group, Inc., the global financial services company, from 2005 to 2015. Prior to that, Ms. Robinson served in the Financial Institutions Group within the Investment Banking Division of Goldman Sachs.

In addition to her current public company board service, Ms. Robinson serves on the board of directors of BNY Mellon Government Securities Services Corp., of which she was the chair from 2017 until 2023. Ms. Robinson also serves on the boards of trustees for St. Luke’s University Hospital Network, Blair Academy, and Every Mother Counts, as well as the investment committee of Williams College, where she previously served as chair of the board of trustees. She was, until August 2016, a director of Goldman Sachs Bank USA. Ms. Robinson received a Bachelor of Arts degree from Williams College and an MBA from Columbia University.

Skills and Expertise:

•  Experience in finance and risk management

•  Experience in financial regulation and banking

•  Leadership in the operations of a large global financial institution

Age: 59

Independent Director since 2024

Managing Partner of Team8 and Former President and Chief Executive Officer of Bank Leumi LE-Israel B.M.

Committees: Risk; Technology

Other Current Public Company Board Service: None

Ms. Russak-Aminoach is Managing Partner of Team8, a venture group that builds and invests in companies in the areas of fintech, enterprise, data, and digital health. She served as President and CEO of Bank Leumi from May 2012 until October 2019. Prior to this role, Ms. Russak-Aminoach held several senior leadership positions at the bank since joining in 2004, including Chief Credit Officer and Senior Deputy Chief Executive Officer. Prior to her tenure at Bank Leumi, she served as the CEO of KPMG Israel.

Ms. Russak-Aminoach is the chair of Hailo Technologies. She also serves on the boards of Bluespine, Inc., April Tax Solutions, Inc., 40Seas Ltd., and Spott Incredibles Technologies Ltd. Moreover, she serves on the board of Fulbright Israel and on the Investment Committee of Jewish Federations of North America. Ms. Russak-Aminoach holds an LLB and an MBA in Finance and Insurance, as well as a Bachelor of Arts in Accounting and Economics from Tel Aviv University. She is a certified CPA.

Skills and Expertise:

•  Deep industry experience with expertise in credit, risk management, financial regulation, and human capital management

•  Expertise in leading business transformations

•  Experience in the operations of a large financial institution

Age: 53

Management Director since 2022

President and Chief Executive Officer of The Bank of New York Mellon Corporation

Committees: None

Other Current Public Company Board Service: None

Mr. Vince has served as President and CEO of BNY since September 2022, and served as President and CEO-elect from March 2022 until September 2022. Previously, he was Vice Chair of BNY and CEO of Global Market Infrastructure. In that role, he oversaw BNY’s Clearance and Collateral Management, Treasury Services, Markets and Execution Services and Pershing businesses.

Prior to joining BNY in October 2020, Mr. Vince was the Chief Risk Officer of Goldman Sachs and a member of the Management Committee. He joined Goldman Sachs in 1994 and held many leadership roles, including Treasurer, Head of Operations, Head of Global Money Markets, COO of the EMEA region and CEO of Goldman Sachs International Bank, among others. Mr. Vince served on several key subsidiary boards and governance committees. He was named managing director in 2002 and partner in 2006.

Mr. Vince is a member of our Executive Committee, the organization’s most senior management body, and our Board of Directors. He also is a member of National Geographic Society’s Hubbard Council and serves on the board of trustees of The Hospital for Special Surgery and the board of the Perelman Performing Arts Center (PAC NYC). Mr. Vince holds a B.A. from the University of Nottingham.

Skills and Expertise:

•  Knowledge of the company’s businesses and operations

•  Experience in banking, capital and liquidity, markets and investing, risk management, human capital, technology, asset management, and financial regulation

•  Experience in the operations of a large financial institution

Age: 70

Independent Director since 2019

Retired Executive Partner at Siris Capital Group, LLC

Committees: Risk, Technology (Chair)

Other Current Public Company

Board Service: International Business Machines Corporation, Nasdaq, Inc.

Mr. Zollar served as an Executive Advisor at Siris Capital Group, LLC, a private equity firm specializing in value-oriented mid-market tech buyout investments, from March 2021 to November 2024, and as an Executive Partner from February 2014 to March 2021. Prior to that, Mr. Zollar held various senior management positions at IBM Corporation during his 34-year career at that company, including most recently as General Manager of IBM Tivoli Software.

In addition to his current public company board service, Mr. Zollar serves as a board member of Voyatek and on the Growth Advisory Board for Senzing, Inc. Mr. Zollar previously served as a director of Public Service Enterprise Group Incorporated from 2012 until 2023, of The Chubb Corporation from 2001 until 2016, and of Red Hat, Inc. from 2018 until 2019. Mr. Zollar is also a Harvard Fellow from the 2011 cohort of the Advanced Leadership Initiative at Harvard University, a member of the Executive Leadership Council and a lifetime member of the National Society of Black Engineers. Mr. Zollar serves on the boards of the non-profits EL Education, Eagle Academy Foundation and U.C. San Diego Foundation. Mr. Zollar earned his master’s degree in applied mathematics from the University of California, San Diego.

Skills and Expertise:

•  Experience in private equity and financing, operating and investing in companies

•  Technology and information management expertise

•  Extensive service on the boards of several large public companies

Skills and Experience

Finance - experience in understanding and overseeing financial reporting and internal controls

Leadership - overseeing a company or a significant business unit giving him/her leadership qualities and the ability to identify and develop those qualities in others

Technology - experience with companies that used or developed technology to improve quality and innovate products and services to increase client satisfaction

Cybersecurity - experience in mitigating and managing cybersecurity risks

Global  - knowledge of the opportunities and challenges of a large company with a global footprint

Governance - knowledge or expertise in current corporate governance trends and practices

Risk - knowledge or expertise with respect to risk management processes across a large organization in a regulated industry

Sustainability - experience with sustainability, environmental, or climate change issues and managing related risks

Financial Services Experience - experience within or leading a financial services company

Additional Characteristics

Board Tenure

 Complete Years

Gender

 Male

 Female

Age

 Years Old

Race/Ethnicity

 African American/Black

 White/Caucasian

 Hispanic/Latino

 Asian

INDEPENDENCE

ü  Our Board is composed entirely of independent directors (other than our CEO) who regularly meet in executive sessions without management present, led by our independent Chair at Board meetings and committee Chairs at committee meetings.

ü  Our independent Chair (or if there is not an independent Chair, the Lead Director), selected annually by our independent directors, has broad powers, including:

• acting as a liaison between and among the other independent directors, the CEO and management generally;

• presiding over Board and stockholder meetings;

• having the authority to call a special meeting of the independent directors or the full Board;

• reviewing and approving Board meeting agendas, materials and schedules;

• leading executive sessions and meetings of independent directors;

• being available to meet with major stockholders and regulators as applicable; and

• consulting with the Chair of the HRC Committee on CEO performance and compensation and with the Chair of the CGNSR Committee on CEO succession planning.

ü  All Board committees are composed entirely of independent directors.

ACTIVE
ENGAGEMENT

ü  We had a high rate of director attendance at Board and committee meetings in 2024, averaging approximately 95%.

ü  We actively engage with our stakeholders through multiple initiatives, reaching out to investors representing over 65% of our outstanding common shares as well as proxy advisory firms and other stakeholders.

ü  Stockholders and other interested parties can directly contact our Board (see “Contacting the Board” on page 43 and “Helpful Resources” beginning on page 105).

BOARD
GOVERNANCE

ü  Our Corporate Governance Guidelines require that the CGNSR Committee consider enhanced director qualifications in connection with director nominations (i.e., stricter standards than would otherwise apply under relevant securities rules and listing standards), including a nominee’s character and integrity, background and experience, and record of accomplishment in senior-level roles.

ü  Our Board, each of our standing committees, and each of our individual directors conduct annual self-evaluations that have resulted in enhancements to Board functioning (see “Evaluation of Board and Committee Effectiveness” on page 26).

ü  Our by-laws permit holders in the aggregate of 20% of our outstanding common stock to call a special stockholder meeting.

ü  Our Restated Certificate of Incorporation, as amended, allows for action by written consent of stockholders representing at least the minimum number of votes that would be necessary to take the action at a meeting of stockholders.

ü  Our Corporate Governance Guidelines provide that directors will annually select either an independent Chair or a Lead Director based on the best interests of the company. Since September 2019, Joseph J. Echevarria has served as the independent Chair of the Board.

ü  Our Corporate Governance Guidelines provide key guidance and policies for the CGNSR Committee to consider in connection with its director succession and refreshment planning:

ü   The CGNSR Committee has discretion to recommend to the Board, and the Board the discretion to approve, a nominee for re-election who would be 75 years of age or older at the time of election if, after considering the criteria for selecting director nominees, the capacity of such nominee to continue to make meaningful contributions to the Board and the needs of the company, the Board determines that the re-nomination is in the best interests of the company.

ü   The CGNSR Committee must consider, among other factors, the number of other public company boards on which a director serves as part of this review, and the Board maintains an overboarding policy.

ü   The CGNSR Committee additionally reviews Committee chair appointments to facilitate periodic rotation in order to balance the benefits of the Committee chair’s experience and knowledge with the benefits of fresh perspectives.

ü  Policies related to trading in company securities by executive officers and directors prohibit the hedging and pledging of company securities.

ü  Our comprehensive Enterprise Sustainability program incorporates active reporting and oversight by the Board and its committees, including with respect to environmental management, sustainability, belonging, and governance.

ü  The Board regularly reviews developments and trends in corporate governance and is committed to maintaining a robust governance framework that incorporates best practices and reinforces our commitment to all stakeholders.

ü  Our 2023 Sustainability Report represents our 18^th standalone report covering sustainability topics; our 2024 Sustainability Report will be available later this year.

ü  Our Board participates in information sessions during regularly scheduled and special meetings, receiving business, regulatory and other updates from senior management, including risk executives and our General Counsel. In addition, our Board regularly receives reports from the chair of each standing committee to help ensure oversight and transparency regarding each committee’s activities.

ROBUST

PROGRAMS

ü  The CGNSR Committee annually reviews the non-management director compensation framework, including the director stock ownership guidelines. A significant portion of director compensation is paid in deferred stock units, which must be held as long as the director serves on the Board.

ü  Our codes of conduct, which apply to our directors and all of our employees, are rooted in our strategic pillars and principles, provide a framework for the highest standards of professional conduct, and foster a culture of honesty and accountability.

ü  We continue to enhance our robust orientation and education programs for directors. The orientation process for a new director is tailored to the specific needs of the director and is designed to facilitate and expand a new director’s understanding of our businesses, Board duties, and the culture of our company and the Board. All directors are encouraged to participate in thoughtfully selected continuing education programs for which expenses are reimbursed. In addition, education sessions led by members of senior management are regularly made available to the directors on an in-boardroom basis.

×   No staggered board.

×   No “poison pill” (stockholders’ rights plan).

×   No supermajority voting. Action by stockholders requires only a majority of the votes cast (not a majority of the shares present and entitled to vote).

×   No plurality voting in uncontested director elections. Each director must be elected annually by a majority of the votes cast.

Our Restated Certificate of Incorporation provides for action by written consent of stockholders representing at least the minimum number of votes that would be necessary to take the action at a meeting. This written consent right complements the existing provisions of our by-laws that permit holders in the aggregate of 20% of our outstanding common stock to call a special stockholder meeting.

Our Corporate Governance Guidelines provide for either an independent Chair or a Lead Director based on the best interests of the company, with the independent directors evaluating the Board’s leadership structure on an annual basis.

Our policies related to trading in company securities by executive officers and directors specifically prohibit pledging company securities (in addition to the prohibition on hedging company securities).

As part of ongoing efforts to support Board and individual director effectiveness and performance, we have developed a comprehensive orientation program, which is overseen by the CGNSR Committee. The orientation process for a new director is tailored to the specific needs of the director and is designed to facilitate and expand a new director’s understanding of our businesses, the director’s duties as a member of the Board, and the culture of our company and the Board.

We have further enhanced our robust continuing director education program. On an ongoing and regular basis, directors are provided with a curated catalogue of continuing education programs covering a range of topics delivered through external providers. In addition, education sessions led by members of senior management or external advisors are made available to the directors on an in-boardroom basis, either as standalone sessions between formal meeting dates or as part of an informal breakfast or lunch topic in connection with regular Board meetings.

As part of its review of the design of the Board’s evaluation exercise, the CGNSR Committee adjusted the regular process to introduce a multi-year cycle, alternating between a comprehensive, third-party facilitated program, and abbreviated process.

The Board maintains regular engagement on succession planning, with the CGNSR Committee responsible for (i) reviewing with the CEO his or her recommendations and evaluation of potential successors to the CEO position and (ii) maintaining an emergency succession management plan for both the CEO and Board Chair roles. The HRC Committee additionally reviews succession planning for the company’s senior executive officers and potential senior executive officers.

We have developed capabilities to conduct hybrid Board and committee meetings to help ensure that all directors can appropriately engage, challenge and guide management regardless of the prevailing circumstances. In recent years, the Board re-established its practice of periodically holding meetings at strategic locations outside of the corporate headquarters in New York to support the Board’s continuing focus on global corporate culture and leadership.

Professional background and experience. The individual’s skills and knowledge essential to the oversight of the company’s businesses.

Senior-level management positions. The individual’s development of a sustained record of substantial accomplishments in senior-level management positions in business, government, education, technology or not-for-profit enterprises.

Judgment and challenge. The individual’s ability to evaluate complex business issues, make sound judgments, and constructively challenge management’s recommendations and actions.

Diversity. The individual’s contribution to the diversity of the Board (in all aspects of that term), including differences of viewpoints, professional experience, education, skills and other demographics, as well as the variety of attributes that contribute to the Board’s collective strength.

Intangible attributes. The individual’s character and integrity and interpersonal skills to work with other directors on our Board in ways that are effective, collegial and responsive to the needs of the company.

Time. The individual’s willingness and ability to devote the necessary time and effort required for service on our Board.

Independence. The individual’s independence and freedom from conflicts of interest that could interfere with his or her duties as a director.

Stockholders’ interests. The individual’s strong commitment to the ethical and diligent pursuit of stockholders’ best interests.

The criteria for the nomination of directors described above,

Attendance and preparedness for Board and committee meetings,

A director’s overall contributions to the Board, and

The needs of the company.

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 comparability of feedback and assessment results cycle-over-cycle.

Evaluation and Director Self-Assessment

• Questionnaires – The evaluation program consists of multiple cycles. Each director is provided with a separate evaluation questionnaire for the full Board and each standing committee on which the director serves for each cycle.

• During the externally facilitated cycle, the evaluation questionnaires solicit feedback at a granular level on topics relevant to Board and director effectiveness.

• After the externally facilitated cycle, the questionnaires are refined to hone in on the core elements of Board and committee effectiveness.

• Interviews – Each director also participates in individual interviews as part of the externally facilitated cycle. An independent, third-party advisor is 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.

• Ongoing Feedback – Elements of the feedback loop supporting the evaluation exercise include:

• For an externally facilitated cycle, after the director interviews and the results of the evaluation exercise are reported to the Board and each committee, the third-party facilitator meets with each director to provide share feedback from the “peer-to-peer” exercise on the director’s performance and effectiveness.

• Directors are also periodically solicited for feedback throughout the year, and are generally encouraged to provide input and make suggestions for enhancements throughout the year, including with respect to topics of discussion, assessment of Board and committee materials provided by management, focus of director etxa801554_ducation sessions, and 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

• In each cycle, the independent, third-party advisor aggregates the questionnaire responses (and when available, 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.

• During the externally facilitated cycle, the third-party advisor attends the Board and committee executive sessions to 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 in recent cycles:

• Addition to Board and committee agendas of topics and perspectives to aid directors in their oversight responsibilities.

• Adjustments to content, timing and style of Board and committee meeting 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 the Board meeting schedule to facilitate informal engagement among directors as well as individual and small group touchpoints beyond the members of senior management that typically interact with the Board.

Independent Chair Duties and Responsibilities

• acting as a liaison between and among the other independent directors, the CEO and management generally;

• presiding over Board and stockholder meetings;

• having the authority to call a special meeting of the independent directors or the full Board, and lead executive sessions and meetings of independent directors;

• reviewing and approving Board meeting agendas, materials and schedules;

• being available to meet with major stockholders and regulators as applicable; and

• consulting with the HRC Committee on CEO compensation and with the CGNSR Committee on CEO succession planning.

• acting as a liaison between and among the other independent directors, the CEO and management generally;

• presiding over Board and stockholder meetings if the Chair is absent;

• having the authority to call a special meeting of the independent directors, set the agenda for, and lead executive sessions and meetings of independent directors.

• reviewing and approving, with the Chair and CEO, Board meeting agendas, materials and schedules, and to add items to the agenda;

• being available to meet with major stockholders and regulators as applicable; and

• consulting with the HRC Committee on CEO compensation and with the CGNSR Committee on CEO succession planning.

they are of a type that we usually and customarily offer to customers or vendors;

they are on terms substantially similar to those for comparable transactions with other customers or vendors under similar circumstances; or

in the case of personal loans, the loans are subject to and in compliance with Regulation O of the Board of Governors of the Federal Reserve System (“Regulation O”).

Purchases of goods or services in the ordinary course of business. The company and its subsidiaries did not purchase any goods or services during the last three years from an entity for which a director served as an executive or was otherwise employed in 2024.

Sales of goods or services in the ordinary course of business. The company and its subsidiaries provided various financial services during the last three years—including asset servicing, corporate trust, depositary receipts, treasury, or credit services—to certain entities for which each of Ms. Cook, Mr. Echevarria, Ms. Gilliland, or Mr. Goldstein served as an executive officer or was otherwise employed for a period in 2024. All of the services were provided in the ordinary course of our business and at prevailing customer rates and terms. For each of the last three years, the amount of fees paid to us by each purchaser in each case fell substantially below the 2% threshold of the purchaser’s annual revenue for its last reported fiscal year and of our annual revenue for 2024.

Customer relationships. Neither we nor our subsidiaries provided any ordinary course services, such as asset management services or banking services, to any independent director in 2024.

Charitable contributions. We made (directly, through our subsidiaries or by foundations sponsored by us) charitable contributions to not-for-profit, charitable or tax-exempt organizations for which Ms. Gilliland or Mr. Izzo served as a director, executive officer or trustee (or for which a family member served as an executive officer) during 2024. In 2024, charitable contributions to these organizations did not exceed the thresholds set out in the corporate governance rules of the NYSE and the SEC and our Corporate Governance Guidelines.

Beneficial ownership or voting power. In the ordinary course of our investment management business, we beneficially own or have the power to vote (directly or through our subsidiaries or through funds advised by our subsidiaries) shares of certain entities for which each of Ms. Gilliland and Mr. Gowrappan, respectively, served as an executive or was otherwise employed in 2024. As of December 31, 2024, we, our subsidiaries or funds advised by our subsidiaries, in the aggregate, owned or had the power to vote less than 1% of the outstanding shares of any such entity.

the related person’s relationship to us and interest in the transaction;

the material facts of the transaction, including the amount involved;

the benefits to us of the transaction;

the availability from other sources of comparable products or services; and

an assessment of whether the transaction is on terms that are comparable to the terms available to or from an unrelated third party or to employees generally.

The CGNSR Committee oversees Sustainability-related matters. Our directors bring a varied set of skills, experience and expertise on a range of sustainability-related matters and provide guidance and challenge to management with respect to our sustainability strategy and business practices. The CGNSR Committee monitors a broad range of activities related to sustainability, including matters relating to climate change and environmental sustainability; public policy and government affairs; and enterprise sustainability generally.

The Business Management and Client Committee (“BMCC”) is composed of a group of Executive Committee members responsible for reviewing sustainability strategies, guidelines and policies across the enterprise, guiding enterprise-wide integration, and monitoring progress.

The Sustainability Steering Council is a senior level group responsible for advising the CSO and BMCC on sustainability strategy and key sustainability-related business decisions. The Sustainability Steering Council makes decisions related to sustainability strategy implementation as delegated by the BMCC.

The Sustainability Strategy Implementation Council is a working-level group that provides oversight and coordination of prioritized sustainability related workstreams, provides businesses/functions/regions with direct visibility and representation in enterprise level sustainability strategy and execution, and leads integration of sustainability strategy across businesses and functions.

The Climate Strategy Implementation Group is a specialist-focused group responsible for driving progress against BNY’s emissions reduction targets and supporting the execution of our global climate strategy through prioritized workstreams.

In 2023, we met our commitment to maintain carbon neutrality in our operations on an annual basis, which we have done successfully for nine consecutive years by reducing energy consumption through investments in energy efficiency, procuring renewable electricity, and purchasing carbon offsets to compensate for any remaining emissions from our global real estate and data center footprint. In 2019, we set a series of targets for 2025 in the categories of waste, paper and water. We will share our final progress toward these targets in the 2024 Sustainability Report. In 2024, we successfully diverted 81% of office waste from landfills (targeting 80% by 2025), met our target of diverting 100% of technology waste from landfills, maintained paper neutrality globally, and reduced total water consumption by 41% (relative to a 2015 baseline).

In 2019 we also committed to reduce our Scope 1 and 2 greenhouse gas (GHG) emissions by 20% by 2025 relative to a 2018 baseline, consistent with a maximum temperate rise of 2^oC. We achieved 20% reduction for the first time in 2020 and have maintained or exceeded the reduction target in each year since, with 31% reduction relative to our 2018 baseline at year-end 2023. We conducted an in-depth review in 2023 and we are now working towards delivering GHG emissions reductions in relevant areas of our Scope 1 and Scope 2 operational emissions and Scope 3 financed emissions consistent with 1.5^oC pathways by 2030. This approach reflects our commitment to resiliency and sustainability across our business activities and operations, that is grounded on data, analysis and execution.

In addition, we continued to build on our progress in 2023 and further evolved our global climate strategy to meet the expanded mandate of BNY Sustainability and changing regulatory obligations. We introduced new enterprise climate goals, pillars and focus areas. This strategy continues to strengthen our ability to integrate climate change as a strategic consideration into our business operations and to incorporate climate-related risk into our enterprise risk management approach, while promoting transparency through stakeholder engagement, reporting and disclosure.

We partner with and provide solutions for community banks, including working with the U.S. Department of Treasury’s Financial Agent Mentor-Protégé Program. We deploy our longstanding knowledge and insight to help these market participants remain competitive and succeed in the financial system. In 2024, we published the first Voice of Community Banks Survey to learn more about these banks’ top challenges and needs for today and into the future.

In 2024, we were selected to serve as the financial agent for the U.S. Department of Treasury’s Direct Express program. Through this program, we will help extend real-time payments and open banking solutions to underbanked and unbanked communities in the U.S.

We serve as a founding firm for the Advancing Communities Together Deposit Program, which launched in 2024 to help channel vital funding to banks serving low-income and minority communities while also ensuring all deposits are eligible for FDIC insurance. At launch, the program deposited $35 million through four major financial firms, including BNY, Blackstone, Warburg Pincus, and IntraFi.

Through our affiliated liquidity manager firm Dreyfus, we support Howard University’s GRACE Grant by making an annual donation of 10% of the net revenue of a new share class, BOLD Future, which was launched in 2024. This donation supports a dedicated scholarship within the GRACE Grant.

Since 2019, our longstanding partnership with the City University of New York (“CUNY”) has aimed to help grow high-performing talent and create opportunities throughout the city. Our work together has provided financial support to achieving, low-income students. In 2024, we played a role in the expansion of the CUNY Inclusive Economy Initiative by helping recruit talent across CUNY campuses, providing early exposure to career paths through skills training and internships.

Entity

Primary Responsibilities for Risk Management

Risk Committee

of the Board,

comprised entirely of

independent directors

•  Review and approval of significant enterprise-wide risk management policies and associated risk management frameworks of the company.

•  Review and approval of the company’s risk appetite statement on an annual basis, and approval of any material amendment to the statement.

•  Review of significant risk exposures and the steps management has taken to identify, measure, monitor, control and report such exposures, including risks such as credit, market (including interest rate risk in the banking book and investment portfolio risk), liquidity, operational (including fiduciary and technology risks), strategic and model risks and risks associated with incentive compensation plans.

•  Evaluation of risk exposure and tolerance.

•  Review and evaluation of the company’s practices with respect to risk assessment and risk management.

•  Review, with respect to risk management and compliance, of (1) issues identified by the company’s Risk and Compliance department and the Internal Audit department (“Internal Audit”), and management’s responses and follow-ups, (2) corporate-wide compliance with laws and regulations, and (3) significant examination reports and associated matters identified by regulatory authorities and management’s responses.

•  Review the Risk and Compliance department’s scope of work and its planned activities.

Audit Committee

of the Board,

comprised entirely of

independent directors

•  Review processes used by the company to manage and assess risk, including related policies.

•  Oversight responsibility with respect to the integrity of our company’s financial reporting and systems of internal controls regarding finance and accounting, as well as our financial statements.

•  Coordinate with the Risk Committee so that each Committee has received and, when appropriate, discussed the information necessary to fulfill each Committee’s respective responsibilities and duties with respect to areas of common interest (including, among other matters, the company’s methods for identifying and managing risks).

•  Review of periodic reports regarding corporate-wide compliance with laws and regulations.

•  Review of any items escalated by the Risk Committee that have significant financial statement impact or require significant financial statement/regulatory disclosures.

•  Review processes for managing and assessing risk through the Risk Committee and management-level risk committees.

Entity

Primary Responsibilities for Risk Management

•  Risk and Compliance: Implement an effective risk management framework and provide independent oversight of risk management.

•  Internal Audit: Provide reliable and timely information to our Board and management regarding our company’s effectiveness in identifying and appropriately controlling risks.

•  Senior Risk and Control Committee: As the most senior management-level risk governance body at the company, review significant risk events, emerging risks and drivers of risk, and top risks on an ongoing basis. Provide oversight for all risk management, compliance and ethics activities and processes, including the risk framework.

identify, measure, monitor, control and report risks appropriately;

define the type and amount of risk the company is willing to take;

maintain a risk management organization that is independent of risk-taking activities; and

promote a strong risk management culture that encourages a focus on risk-adjusted performance.

Audit
Committee

Committee Chair:

Linda Z. Cook

Committee Members:*

Joseph J. Echevarria,

M. Amy Gilliland,

K. Guru Gowrappan,

Ralph Izzo

5 Independent Members

13 Meetings in 2024

Overseeing Independent Registered Public Accountant. Our Audit Committee has direct responsibility for the appointment, compensation, annual evaluation, retention and oversight of the work of the registered independent public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. The Committee is responsible for the pre-approval of all audit and permitted non-audit services performed by our independent registered public accountants and each year, the Committee recommends that our Board request stockholder ratification of the appointment of the independent registered public accountants.

Overseeing Internal Audit Function. The Committee acts on behalf of our Board in monitoring and overseeing the performance of our internal audit function. The Committee reviews the organizational structure, qualifications, independence and performance of Internal Audit and the scope of its planned activities, at least annually. The Committee also approves the appointment of our internal Chief Auditor, who functionally reports directly to the Committee and administratively reports to the CEO, and annually reviews his or her performance and, as appropriate, replaces the Chief Auditor.

Overseeing Internal Controls over Financial Statements and Reports. The Committee oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies. Quarterly, the Committee reviews a report from the company’s Disclosure Committee and reports concerning the status of our annual review of internal control over financial reporting, including (1) information about (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and (2) management’s responses to any such circumstance. The Committee also oversees our management’s work in preparing our financial statements, which will be audited by our independent registered public accountants.

Members and Financial Expert. The Committee consists entirely of directors who meet the independence requirements of listing standards of the NYSE, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”). All members are financially literate within the meaning of the NYSE listing standards as interpreted by our Board and are outside directors, independent of management, and are not large customers of the company, under the FDIC’s rules and regulations. Our Board has determined that (i) each of Mses. Cook and Gilliland and Messrs. Echevarria, Gowrappan, and Izzo satisfies the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, based upon their experience actively supervising a principal accounting or financial officer or public accountant, (ii) each of Ms. Cook and Messrs. Echevarria and Izzo has “banking or financial management expertise” as set out in the FDIC’s rules and regulations, and (iii) each of Mses. Cook and Gilliland and Messrs. Echevarria and Izzo has accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board.

Mr. Gowrappan joined the Audit Committee in April 2024.

Corporate

Governance,

Nominating and Social Responsibility

Committee

Committee Chair:

Ralph Izzo

Committee Members:*

Linda Z. Cook,

Joseph J. Echevarria,

Elizabeth E. Robinson

4 Independent Members

5 Meetings in 2024

Corporate Governance Matters. As further described beginning on page 24, the CGNSR Committee assists our Board in identifying, reviewing and recommending individuals qualified to become Board members. The Committee periodically considers the size of our Board and recommends changes to the size as warranted and is also responsible for developing and recommending to our Board changes to our Corporate Governance Guidelines from time to time as may be appropriate. In addition, the Committee oversees the evaluation process of our Board and its committees, reviews the structure and responsibilities of the Board’s committees and annually considers committee assignments, recommending changes to those assignments as necessary. The CGNSR Committee is further responsible for reviewing succession plans for the CEO and reporting to the Board on its succession planning activities at least annually.

Oversight of Director Compensation and Benefits. The Committee reviews non-employee director compensation on an annual basis and makes recommendations to our Board regarding appropriate levels of compensation, and is responsible for approving compensation arrangements for non-employee members of the Boards of our significant subsidiaries.

Sustainability and Impact. The Committee promotes a culture that emphasizes and sets high standards for corporate citizenship and reviews corporate performance against those standards. The Committee is responsible for the oversight of the company’s significant sustainability programs and initiatives, including Enterprise Sustainability strategy and governance, review and oversight of the annual Enterprise Sustainability Report, strategic philanthropy and employee community involvement, public policy and advocacy (including lobbying and political contributions), environmental sustainability and management, supply chain sustainability considerations, and significant reporting related to such matters. The Committee also provides oversight for the company’s compliance with the Community Reinvestment Act and Fair Lending laws and considers the impact of the company’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of stockholders, clients, suppliers, employees, communities and regulators.

For additional information regarding the company’s commitment to sustainability and corporate social responsibility and recent initiatives, see “Our Approach to Sustainability” beginning on page 34 and “Helpful Resources” beginning on page 105.

Finance Committee

Committee Chair:

Joseph J. Echevarria

Committee Members:

Jeffrey A. Goldstein,

Elizabeth E. Robinson

3 Independent Members

5 Meetings in 2024

Ms. Robinson joined the CGNSR Committee in April 2024.

Human Resources and Compensation Committee

Committee Chair:

Elizabeth E. Robinson

Committee Members:*

M. Amy Gilliland,

Jeffrey A. Goldstein,

Ralph Izzo

4 Independent Members

7 Meetings in 2024

Compensation and Benefits. The HRC Committee is responsible for overseeing our employee compensation and benefit policies and programs, our management development, and succession and retention programs. The Committee also administers and makes equity and/or cash awards under plans adopted for the benefit of our employees to the extent required or permitted by the terms of these plans, establishes any related performance goals and determines whether and the extent to which these goals have been attained. The Committee also evaluates and approves the total compensation of the CEO and all other executive officers and makes recommendations concerning equity-based plans, which recommendations are subject to the approval of our full Board. The Committee also oversees certain retirement plans that we sponsor.

CEO Compensation. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO, reviews his performance in light of those goals and objectives, and determines and approves his compensation on the basis of its evaluation. With respect to the performance evaluation and compensation decisions regarding our CEO, the Committee reports its preliminary conclusions to the other independent directors of our full Board in executive session and solicits their input prior to finalizing its decisions.

Executive Compensation. The Committee establishes the compensation of executive officers, oversees executive compensation and periodically reviews the recruitment, appointment, promotion, performance, succession and retention of the company’s senior managers and potential senior managers.

Delegated Authority. The Committee has delegated to our CEO the responsibility for granting equity awards to certain employees, other than to himself or to our executive committee members and other executive officers, who are eligible to receive grants under our 2023 Long-Term Incentive Plan (“LTIP”). This delegated authority extends to both annual equity awards and equity awards granted outside of the annual awards process (“off-cycle awards”). Our CEO’s delegated authority is subject to certain limitations, including the aggregate shares represented by plan awards that may be granted to any one individual in any calendar year (100,000, to any one individual, with a maximum of 1,000,000 aggregate shares represented by plan awards for off-cycle awards in any calendar year). The Committee has also delegated authority to our Chief People Officer (or head of the company’s human resources function) to make off-cycle grants to certain employees other than herself and executive committee members with a value of less than or equal to $250,000 (subject to the same limitations as the CEO’s delegated authority). In addition, the Committee may delegate limited authority to our CEO to grant awards under the LTIP beyond these limits in connection with specific acquisitions or similar transactions.

Management Involvement. Our management provides information and recommendations for the Committee’s decision-making process regarding the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his or her own compensation. The “Compensation Discussion & Analysis” beginning on page 49 discusses the role of our CEO in determining or recommending the amount and form of executive compensation. In addition, we address the respective roles of our management, its advisors and the Committee’s independent outside compensation advisor in determining and recommending executive compensation on page 43.

Ms. Cook served on the HRC Committee until April 2024.