BNY Mellon 2017 Interactive Proxy Statement

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Director Nominees

  • Linda Z. Cook

  • Nicholas M. Donofrio

  • Joseph J. Echevarria

  • Edward P. Garden

  • Jeffrey A. Goldstein

  • Gerald L. Hassell

  • John M. Hinshaw

  • Edmund F. “Ted” Kelly

  • John A. Luke, Jr.

  • Jennifer B. Morgan

  • Mark A. Nordenberg

  • Elizabeth E. Robinson

  • Samuel C. Scott III

View by Qualification:

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  • Leadership

    • Nicholas M. Donofrio
    • Samuel C. Scott III
    • Mark A. Nordenberg
    • Joseph J. Echevarria
    • John M. Hinshaw
    • John A. Luke, Jr.
    • Jeffrey A. Goldstein
    • Gerald L. Hassell
    • Edward P. Garden
    • Edmund F. “Ted” Kelly
    • Elizabeth E. Robinson
    • Jennifer B. Morgan
    • Linda Z. Cook
  • Technology

    • Edmund F. “Ted” Kelly
    • Edward P. Garden
    • Gerald L. Hassell
    • John M. Hinshaw
    • Mark A. Nordenberg
    • Nicholas M. Donofrio
    • Jennifer B. Morgan
  • Global

    • Elizabeth E. Robinson
    • Edmund F. “Ted” Kelly
    • Edward P. Garden
    • Gerald L. Hassell
    • Jeffrey A. Goldstein
    • John A. Luke, Jr.
    • John M. Hinshaw
    • Samuel C. Scott III
    • Joseph J. Echevarria
    • Linda Z. Cook
    • Jennifer B. Morgan
  • Finance

    • Elizabeth E. Robinson
    • Edward P. Garden
    • Jeffrey A. Goldstein
    • Gerald L. Hassell
    • Joseph J. Echevarria
  • Governance

    • Edward P. Garden
    • Gerald L. Hassell
    • Jeffrey A. Goldstein
    • John A. Luke, Jr.
    • Joseph J. Echevarria
    • Mark A. Nordenberg
    • Nicholas M. Donofrio
    • Samuel C. Scott III
    • Linda Z. Cook
  • Research

    • Mark A. Nordenberg
    • John A. Luke, Jr.
    • Edmund F. “Ted” Kelly
    • Gerald L. Hassell
    • John M. Hinshaw
    • Nicholas M. Donofrio
  • Diversity

    • Joseph J. Echevarria
    • Samuel C. Scott III
    • Elizabeth E. Robinson
    • Linda Z. Cook
    • Jennifer B. Morgan
  1. Gender
  2. More Diversity

View by years of Tenure:

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  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

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  • Audit


    Number of meetings: 13
    Chair: Joseph J. Echevarria

    Audit Committee Financial Expert

    - Joseph J. Echevarria

    - Samuel C. Scott III

    • Joseph J. Echevarria
    • Samuel C. Scott III
    • Mark A. Nordenberg
    • John A. Luke, Jr.
    • Jennifer B. Morgan
  • Corporate Governance and Nominating


    Number of meetings: 9
    Chair: Mark A. Nordenberg

    • Mark A. Nordenberg
    • Linda Z. Cook
    • Nicholas M. Donofrio
    • John A. Luke, Jr.
    • Edward P. Garden
  • Corporate Social Responsibility


    Number of meetings: 3
    Chair: Samuel C. Scott III

    • Nicholas M. Donofrio
    • Joseph J. Echevarria
    • Mark A. Nordenberg
    • Samuel C. Scott III
  • Finance


    Number of meetings: 6
    Chair: Jeffrey A. Goldstein

    • Joseph J. Echevarria
    • Edward P. Garden
    • Jeffrey A. Goldstein
    • Elizabeth E. Robinson
  • Human Resources and Compensation


    Number of meetings: 6
    Chair: Edward P. Garden

    • Samuel C. Scott III
    • Edward P. Garden
    • Edmund F. “Ted” Kelly
    • Jeffrey A. Goldstein
  • Risk


    Number of meetings: 5
    Chair: Edmund F. "Ted" Kelly

    • Nicholas M. Donofrio
    • Edward P. Garden
    • Jeffrey A. Goldstein
    • John M. Hinshaw
    • Edmund F. “Ted” Kelly
    • Elizabeth E. Robinson
    • Linda Z. Cook
  • Technology


    Number of meetings: 8
    Chair: Nicholas M. Donofrio

    • Nicholas M. Donofrio
    • John M. Hinshaw
    • Mark A. Nordenberg
    • Jennifer B. Morgan

View by Age:

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

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  • Chairman and Chief Executive Officer


    Gerald L. Hassell
    • Gerald L. Hassell
  • Lead Director


    Joseph J. Echevarria
    • Joseph J. Echevarria
Close

Linda Z. Cook

Managing Director of EIG Global Energy Partners and CEO of Harbour Energy, Ltd.


Age: 58
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Ms. Cook is a Managing Director and member of the Executive Committee of EIG Global Energy Partners, an investment firm focused on the global energy industry, and CEO of Harbour Energy, Ltd., an energy investment vehicle. Ms. Cook joined EIG in 2014, after spending 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 businesses.

Ms. Cook has previously served 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 National Petroleum Council, an advisory committee to the U.S. Secretary of Energy, and 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

Nicholas M. Donofrio

Retired Executive Vice President, Innovation and Technology of IBM Corporation


Age: 71
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards: Advanced Micro Devices, Inc.; Delphi Automotive PLC
Qualifications:

Mr. Donofrio served as Executive Vice President, Innovation and Technology of International Business Machines (“IBM”) Corporation, a developer, manufacturer and provider of advanced information technologies and services, from 2005 until his retirement in 2008. Mr. Donofrio previously served as Senior Vice President, Technology and Manufacturing of IBM Corporation from 1997 to 2005 and spent a total of 44 years as an employee of IBM Corporation. In addition to the public company board service noted above, Mr. Donofrio currently serves as a director of Liberty Mutual Group. He previously served as a director of The Bank of New York Company, Inc. (“The Bank of New York”) from 1999 to 2007 and has served as a director of the company since 2007.

Mr. Donofrio holds seven technology patents and is a member of numerous technical and science honor societies. Mr. Donofrio serves as a director of the National Association of Corporate Directors, is a Trustee Emeritus of the New York Hall of Science, is a director of Sproxil, Inc. and O’Brien & Gere, is on the board of advisors of StarVest Partners, L.P. and Ultra Capital, LLC and is a member of the Board of Trustees of Syracuse University. Mr. Donofrio earned a Bachelor of Science degree from Rensselaer Polytechnic Institute and a Master of Science degree from Syracuse University.

Skills and Expertise: 

  • Expertise in technology issues
  • Senior level policy-making experience in the field of engineering
  • Teaching and training in the area of innovation

 

Joseph J. Echevarria

Retired CEO of Deloitte LLP


Age: 60
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Pfizer Inc.; Unum Group; Xerox Corporation
Qualifications:

Mr. Echevarria served as Chief Executive Officer 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 Chief Executive Officer. In addition to the public company board service noted above, Mr. Echevarria currently serves as a Trustee of the University of Miami and a Member of the Private Export Council, the principal national advisory committee on international trade. He also serves as the Chair Emeritus of former President Obama’s My Brother’s Keeper Alliance. Mr. Echevarria has served as a director of the company since 2015. 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

 

Edward P. Garden

Chief Investment Officer and a founding partner of Trian Fund Management, L.P.


Age: 55
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Pentair plc
Qualifications:

Mr. Garden has been Chief Investment Officer and a founding partner of Trian Fund Management, L.P. (“Trian”), a multi-billion dollar alternative investment management firm, since November 2005. He has served as a director of the company since 2014.

Mr. Garden served as a director of Family Dollar Stores, Inc., a discount retailer, from September 2011 until its acquisition by Dollar Tree, Inc. in July 2015, and as a director of The Wendy’s Company from December 2004 to December 2015. Previously he served as Vice Chairman and a director of Triarc Companies, Inc. from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the Financial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown, where he was a senior member of the Financial Sponsors Group and, prior to that, co-head of Equity Capital Markets. Mr. Garden graduated from Harvard College with a B.A. in Economics.

Skills and Expertise: 

  • Experience in finance
  • Expertise in financing, operating and investing in companies
  • Extensive service on the boards of several large public companies

 

Jeffrey A. Goldstein

Senior Advisor, Hellman & Friedman LLC and Former Under Secretary of the Treasury for Domestic Finance


Age: 61
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Westfield Corporation
Qualifications:

Mr. Goldstein is a Senior Advisor at Hellman & Friedman LLC, a private equity firm. He was a Managing Director at Hellman & Friedman from 2011 to 2016 and was previously at the firm from 2004 to 2009. He was Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury from 2009 to 2011. Mr. Goldstein has served as a director of the company since 2014.

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 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 the public company board service noted above, Mr. Goldstein is a member of the Board of Directors of Edelman Financial Services, LLC and on the Advisory Board of Promontory Financial Group, LLC. He also serves on the Board of Trustees of Vassar College. 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

Gerald L. Hassell

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


Age: 65
Director since: 1998
Independent: No
Board Committees:
Other Public Boards: Comcast Corporation
Qualifications:

Mr. Hassell has served as our Chief Executive Officer since 2011 and served as our President since the merger of The Bank of New York and Mellon Financial Corporation (“Mellon”) in 2007 (the “merger”) through 2012. Prior to the merger, Mr. Hassell served as President of The Bank of New York from 1998 to 2007. He served as a director of The Bank of New York from 1998 to 2007 and has served as a director of the company since 2007. Since joining The Bank of New York’s Management Development Program more than three decades ago, Mr. Hassell has held a number of key leadership positions within the company in securities servicing, corporate banking, credit, strategic planning and administration services.

In addition to the public company board service noted above, Mr. Hassell is also a director of the Lincoln Center for the Performing Arts, Vice Chair of Big Brothers/Big Sisters of New York and a member of the Board of Visitors of Columbia University Medical Center. Mr. Hassell holds a Bachelor of Arts degree from Duke University and a Master in Business Administration degree from the New York University Stern School of Business.

Skills and Expertise: 

  • Knowledge of the company’s businesses and operations
  • Participation in financial services industry associations
  • Experience in the financial services industry

John M. Hinshaw

Executive Vice President and Chief Customer Officer of Hewlett-Packard Company


Age: 46
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Hinshaw served as Executive Vice President of Hewlett Packard and Hewlett Packard Enterprise from 2011 to 2016, running Technology and Operations and serving as Chief Customer Officer. Mr. Hinshaw has served as a director of the company since 2014.

Prior to joining Hewlett-Packard Company, Mr. Hinshaw served as Vice President and General Manager for Boeing Information Solutions at The Boeing Company. Before that, he served as Boeing’s Chief Information Officer and led their companywide corporate initiative on information management and information security. Mr. Hinshaw also spent 14 years at Verizon Communications where, among several senior roles, he was Senior Vice President and Chief Information Officer of Verizon Wireless, overseeing the IT function of the wireless carrier. Mr. Hinshaw is also a board member of DocuSign, Inc., a provider of electronic signature transaction management, and NAF, an educational non-profit organization. He received a B.B.A. in Computer Information Systems and Decision Support Sciences from James Madison University.

Skills and Expertise: 

  • Technology and management expertise
  • Experience in the operations of large, complex companies
  • Leadership roles in several different industries

Edmund F. “Ted” Kelly

Retired Chairman of Liberty Mutual Group


Age: 71
Director since: 2004
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Kelly served as Chairman (from 2000 to 2013), President (from 1992 to 2010) and Chief Executive Officer (from 1998 to 2011) of Liberty Mutual Group, a multi-line insurance company. Mr. Kelly served as a director of Mellon from 2004 to 2007 and has served as a director of the company since 2007.

Mr. Kelly’s experience also includes senior-level management positions at Aetna Life & Casualty Company. Mr. Kelly was a director of Citizens Financial Group Inc., where he served as Chair of the Audit Committee and Chair of the Joint Risk Assessment Committee. Mr. Kelly is also a member of the Board of Trustees of the Boston Symphony Orchestra; a member of the Senior Advisory Council of the New England College of Business and Finance; a member of the Bretton Woods Committee; a past member of the Board of Trustees for Boston College and former President of the Boston Minuteman Council of the Boy Scouts of America. Mr. Kelly received a Bachelor of Arts degree from Queen’s University in Belfast and a Ph.D. from the Massachusetts Institute of Technology.

Skills and Expertise: 

  • Leadership of a large public company in a highly regulated industry
  • Experience in risk management
  • Senior-level policy-making experience in the insurance industry

John A. Luke, Jr.

Chairman of WestRock Company


Age: 68
Director since: 1996
Independent: Yes
Board Committees:
Other Public Boards: The Timken Company; WestRock Company; Dominion MainstreamPartners, LP
Qualifications:

 

Mr. Luke has served as non-executive Chairman of WestRock Company, a global paper and packaging company, since July 2015 when it was formed by the merger of Rock-Tenn Company and MeadWestvaco Corporation. Mr. Luke previously served as Chairman and Chief Executive Officer of MeadWestvaco Corporation from 2002 to July 2015. Mr. Luke served as a director of The Bank of New York from 1996 to 2007 and has served as a director of the company since 2007.

In addition to the public company board service noted above, Mr. Luke is also a director of FM Global and a former director and chairman of the National Association of Manufacturers and the American Forest & Paper Association. He is a trustee of the American Enterprise Institute for Public Policy Research, serves on the boards of the US China and India Business Councils and is a former member of the President’s Export Council. Mr. Luke is also a trustee of the Colonial Williamsburg Foundation and the Virginia Museum of Fine Arts, and is Rector and a member of the Board of Visitors of Virginia Commonwealth University. Mr. Luke served as an officer with the U.S. Air Force in Southeast Asia during the Vietnam conflict. He earned a Bachelor of Arts degree from Lawrence University and a Master in Business Administration degree from The Wharton School of Business at the University of Pennsylvania.

Skills and Expertise: 

  • Leadership of a large public company
  • Experience managing finance, operations and marketing of an international business
  • Senior level policy-making experience in the manufacturing industry

Jennifer B. Morgan

President of SAP North America


Age: 45
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Ms. Morgan has served as President of SAP North America since 2014, where she is responsible for the company’s strategy, revenue and customer success in the U.S. and Canada. Since being named President, she has led SAP’s rapid shift to the cloud in North America while helping customers achieve growth in the digital economy. Ms. Morgan served in a number of leadership roles for SAP since joining the company in 2004, including as head of SAP North America’s public sector organization and president of its Regulated Industries business unit. In these roles, Ms. Morgan was a recognized thought-leader on government and public sector technology innovation, represented SAP to the U.S. Government and testified before Congress on technology and acquisition issues. Earlier in her career, Ms. Morgan served in various management roles at Siebel Systems and Accenture.

Ms. Morgan is an executive advisory board member of James Madison University College of Business and a board member of NAF, an educational non-profit organization bringing education, business and community leaders together to transform the high school experience, and GENYOUth, an organization dedicated to improving the health and wellness of the next generation of young leaders. Ms. Morgan earned a Bachelor of Business Administration degree from James Madison University.

Skills and Expertise: 

  • Leadership and client experience with technology as a business driver
  • Experience in the operations at large, complex global companies

Mark A. Nordenberg

Chancellor Emeritus, Chair of the Institute of Politics and Distinguished Service Professor of Law of the University of Pittsburgh


Age: 68
Director since: 1998
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Nordenberg served as Chancellor and Chief Executive Officer of the University of Pittsburgh, a major public research university, from 1996 to August 2014. He currently serves as Chancellor Emeritus, Chair of the Institute of Politics and Distinguished Service Professor of Law at the University. Mr. Nordenberg served as a director of Mellon from 1998 to 2007 and has served as a director of the company since 2007.

Mr. Nordenberg joined the University of Pittsburgh’s law faculty in 1977 and served as Dean of the School of Law from 1985 until 1993. Mr. Nordenberg was the interim Provost and Senior Vice Chancellor for Academic Affairs from 1993 to 1994, and interim Chancellor from 1995 to 1996. A specialist in legal process and procedure, including civil litigation, he has published books, articles and reports on this topic, and has served as a member of both the U.S. Advisory Committee on Civil Rules and the Pennsylvania Supreme Court’s Civil Procedural Rules Committee. He is a former director and executive committee member of the Association of American Universities and has served on the boards of national and regional organizations promoting innovation and economic progress. Mr. Nordenberg received his Bachelor of Arts degree from Thiel College and his Juris Doctorate degree from the University of Wisconsin School of Law.

Skills and Expertise: 

  • Legal expertise
  • Leadership of a major research university
  • Experience in the operations and management of a large institution

Elizabeth E. Robinson

Retired Global Treasurer of the Goldman Sachs Group, Inc.


Age: 48
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

 

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.

Ms. Robinson is a trustee of Williams College and MASS MoCA and was, until August 2016, a director of Goldman Sachs Bank USA. Ms. Robinson received a Bachelor of Arts degree from Williams College and an M.B.A. 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

Samuel C. Scott III

Retired Chairman, President and Chief Executive Officer of Ingredion Incorporated (formerly Corn Products International, Inc.)


Age: 72
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Abbott Laboratories; Motorola Solutions, Inc. (lead director)
Qualifications:

Prior to his retirement in 2009, Mr. Scott served as Chairman (since 2001), Chief Executive Officer (since 2001) and President and Chief Operating Officer (since 1997) of Corn Products International, Inc., a leading global ingredients solutions provider now known as Ingredion Incorporated. Mr. Scott previously served as President of CPC International’s Corn Refining division from 1995 to 1997 and President of American Corn Refining from 1989 to 1997. In addition to the public company board service noted above, Mr. Scott also serves on the boards of, among others, Chicago Sister Cities, Northwestern Medical Group, the Chicago Urban League, The Chicago Council on Global Affairs and Get IN Chicago. Mr. Scott received both a Bachelor of Science degree and a Master in Business Administration degree from Fairleigh Dickinson University. Mr. Scott served as a director of The Bank of New York from 2003 to 2007 and has served as a director of the company since 2007.

Skills and Expertise: 

  • Senior level policy-making experience in the food industry
  • Leadership of international company
  • Experience in the operations and management of a large public company

Meeting Highlights

The Venue

101 Barclay Street
New York, New York 10286

Date/Time:

April 11, 2017 9:00amEST

Meeting begins in:

00 Days
00 Hours
00 Minutes
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Items of Business:

Item Board Rec.
To elect the 13 nominees named in this proxy statement to serve on our Board of Directors until the 2018 annual meeting check-box
To provide an advisory vote for approval of the 2016 compensation of our named executives, as disclosed in this proxy statement check-box
To provide an advisory vote recommending the frequency with which we conduct a say-on-pay vote check-box
To ratify the appointment of KPMG LLP as our independent auditor for 2017 check-box
To consider a stockholder proposal regarding a proxy voting review report, if properly presented x

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