Introduction

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Introduction

This introduction highlights certain information included in the proxy statement. You should read the entire proxy statement carefully before voting.

2016 Performance Highlights

performance-highlights

Progressing Towards Achieving Our Three-Year Financial Goalsthree-year-goal-progress

Awards and Recognition

Investment Services

Tri-Party Agent of the Year
Global Investor/ISF, 2015

Custodian of the Year and Most Innovative Project of the Year
Risk.net, 2016

Best Global Corporate Trust Service Provider
Global Finance, 2016
Investment Management

Top U.S Private Bank
Family Wealth Report, 2016

Equity Manager of the Year — Newton Investment Management
UK Pensions, 2016

LDI Manager of the Year — Insight Investment
Financial News, 2016

Fixed Income Manager of the Year — Insight Investment
Financial News, 2016
Technology

Digital Edge 25 Award
2016

Top Companies for Women Technologists Leadership Index
Anita Borg Institute, 2016
Treasury Services

Best Treasury and Cash Management Providers
Global Finance, 2016
Corporate Social Responsibility
Dow Jones Sustainability World Index
2016
Workplace

Best Places to Interview
Glassdoor, 2016

Financial Services Gender-Equality Index
Bloomberg, 2016

100% Corporate Equality Index
Human Rights Campaign, 2017
Markets

Best Foreign Exchange Providers
Global Finance, 2016

* Operating EPS, adjusted pre-tax operating margin, adjusted noninterest expense, adjusted return on tangible common equity and adjusted revenue are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Annex A. On a comparable GAAP basis, for 2015 and 2016 respectively, EPS was $2.71 and $3.15, pre-tax operating margin was 28% and 31%, noninterest expense (in millions) was $10,799 and $10,523, return on equity was 8.6% and 9.6% and revenue (in millions) was $15,194 and $15,237.
** Values reflect cumulative 2015-2016 performance. On a comparable GAAP basis, EPS increased 21%, revenue decreased 1%, return on equity increased 280 basis points and pre-tax operating margin increased 830 basis points.

Director Nominees

Our directors contribute to the strength of our Board through their experience, diversity, differing perspectives and institutional knowledge.

Committee Memberships
Name(1)OccupationIndependentAuditCorp. Gov. & Nom.Corp. Social Resp.FinanceHuman Res. & Comp.RiskTechnologyOther Current Public Company Board Service
Linda Z. Cook
Age 58, Director since 2016
Managing Director of EIG Global Energy Partners and CEO of Harbour Energy, Ltd.0
Nicholas M. Donofrio
Age 71, Director since 1999
Retired EVP, Innovation & Technology of IBM CorporationC2
Joseph J. Echevarria
Age 60, Director since 2015
Retired CEO of Deloitte LLP●(2)C3
Edward P. Garden
Age 55, Director since 2014
Chief Investment Officer and a founding partner of 
Trian Fund Management, L.P.
C1
Jeffrey A. Goldstein
Age 61, Director since 2014
Senior Advisor, Hellman & Friedman LLCC1
Gerald L. Hassell
Age 65, Director since 1998
Chairman & CEO of The Bank of New York Mellon Corporation1
John M. Hinshaw
Age 46, Director since 2014
Former EVP and Chief Customer Officer of Hewlett Packard Enterprise Company0
Edmund F. “Ted” Kelly
Age 71, Director since 2004
Retired Chairman of Liberty Mutual GroupC1
John A. Luke, Jr.
Age 68, Director since 1996
Non-Executive Chairman of WestRock Company3
Jennifer B. Morgan
Age 45, Director since 2016
President of SAP North America0
Mark A. Nordenberg
Age 68, Director since 1998
Chancellor Emeritus, Chair of the Institute of Politics and Distinguished Service Professor of Law of the University of PittsburghC0
Elizabeth E. Robinson
Age 48, Director since 2016
Retired Global Treasurer of The Goldman Sachs Group, Inc.0
Samuel C. Scott III
Age 72, Director since 2003
Retired Chairman, President & CEO of Ingredion IncorporatedC2
(1) Catherine A. Rein, a member of our Audit and Corporate Governance and Nominating Committees, is retiring as a director of our company immediately after our Annual Meeting.
(2) Lead Director.

Committees

Audit

Chair: Joseph J. Echevarria

Members: John A. Luke, Jr., Jennifer B. Morgan, Mark A. Nordenberg, Catherine A. Rein, Samuel C. Scott III

2016 Meetings: 13

Key Responsibilities: Overseeing our registered independent public accountants, internal audit function, and internal controls over financial statements and reports.

Corporate Governance and Nominating

Chair: Mark A. Nordenberg

Members: Linda Z. Cook, Nicholas M. Donofrio, Edward P. Garden, John A. Luke, Jr., Catherine A. Rein

2016 Meetings: 9

Key Responsibilities: Identifying and reviewing potential directors, and reviewing non-employee director compensation; maintaining our Corporate Governance Guidelines; overseeing annual Board and committee evaluations; and reviewing structure, responsibilities and membership of committees.

Corporate Social Responsibility

Chair: Samuel C. Scott III

Members: Nicholas M. Donofrio, Joseph J. Echevarria, Mark A. Nordenberg

2016 Meetings: 3

Key Responsibilities: Promoting culture of exemplary corporate citizenship; overseeing our philanthropy, community involvement, and advocacy; assessing the impact of our businesses, operations and programs from a social responsibility perspective reflecting varied stakeholders’ interests; and overseeing Community Reinvestment Act and Fair Lending compliance.

Finance

Chair: Jeffrey A. Goldstein

Members: Joseph J. Echevarria, Edward P. Garden, Elizabeth E. Robinson

2016 Meetings: 6

Key Responsibilities: Monitoring and overseeing our financial resources and strategies; and reviewing forecasts and budgets, net interest revenue plans, investment portfolio activities, capital structure, capital raising and capital distribution initiatives that exceed our Corporate Governance Guidelines thresholds.

Human Resources and Compensation

Chair: Edward P. Garden

Members: Jeffrey A. Goldstein, Edmund F. “Ted” Kelly, Samuel C. Scott III

2016 Meetings: 6

Key Responsibilities: Overseeing employee compensation and benefits, management development and succession and diversity and inclusion programs; and administering our incentive compensation plans, including equity incentive compensation plans.

Risk

Chair: Edmund F. “Ted” Kelly

Members: Linda Z. Cook, Nicholas M. Donofrio, Edward P. Garden, Jeffrey A Goldstein, John M. Hinshaw, Elizabeth E. Robinson

2016 Meetings: 5

Key Responsibilities: Approving enterprise-wide risk management practices, our risk appetite statement and our global risk management framework; evaluating risk exposure and tolerance; and reviewing policies and practices regarding risk assessment and risk management.

Technology

Chair: Nicholas M. Donofrio

Members: John M. Hinshaw, Jennifer B. Morgan, Mark A. Nordenberg

2016 Meetings: 8

Key Responsibilities: Approving our technology planning and strategy; reviewing significant technology investments; and monitoring technology trends relative to our business strategy.

Governance and Compensation

Robust Stockholder RightsActive, Independent BoardOur Culture
  • No staggered board


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


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


  • No plurality voting in uncontested director elections (each director must be elected by majority of votes cast)


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


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

  • Continued, active engagement with our stakeholders


  • Independent board: our Board is comprised solely of independent directors other than our CEO and meets in regular executive sessions


  • Independent Lead Director: selected by our independent directors and empowered with broad authority


  • Board succession and refreshment: our Board, led by the Corporate Governance and Nominating Committee recruiting efforts, added three new independent directors in 2016


  • Lead Director and Committee Chairman rotation: our committee chairmen are required to rotate at five-year intervals


  • High rate of attendance:average 2016 attendance at Board and committee meetings was 93%


  • A substantial portion of director compensation is paid in equity that is retained until retirement
  • Risk-aware: we protect against excessive risk-taking through multiple lines of defense, including Board oversight


  • Honest and accountable: our codes of conduct apply to all employees and directors to provide a framework for ethical conduct


  • Innovative and evolving: we encourage directors to participate in continuing education programs, and have continued to enhance our integrated learning and development platform for employees through BNY Mellon University (“BKU”)

Awarded 2016 Total Direct Compensation¹

bk-neo-comp

1 The amounts reported as Awarded Total Direct Compensation differ substantially from the amounts determined under SEC rules as reported for 2016 in the “Total” column of the Summary Compensation Table set forth on page 60. The above table is not a substitute for the Summary Compensation Table.
2 Our NEOs for 2016 also include Curtis Y. Arledge, former Vice Chairman and CEO of Investment Management. Mr. Arledge’s employment with the company terminated effective March 23, 2016.
3 Restricted stock units (“RSUs”) vest in equal installments over three years. Performance-based restricted stock units (“PSUs”) are earned between 0 – 150% based on the achievement of performance metrics over the 2017 – 2019 performance period.
4 Ms. Peetz’s incentive award was paid in cash and RSUs in light of her retirement on December 31, 2016.

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