8-KLeadership Changes

Bank of New York Mellon Corp 8-K Report, Executive Changes (Jul 17, 2008)

Filed July 17, 2008For Securities:BKBK-PKBNYBNY-PK

Summary

This Form 8-K filing by The Bank of New York Mellon Corporation (BK) on July 17, 2008, primarily addresses changes to the compensation and employment terms for its new Chief Financial Officer (CFO), Thomas P. Gibbons. Effective July 1, 2008, Mr. Gibbons stepped into the CFO role. In connection with this new position, he agreed to waive certain termination benefits outlined in his previous Transition Agreement. Specifically, Mr. Gibbons relinquished his right to receive benefits if he terminated employment for any reason during a 30-day period following the 30-month anniversary of the merger between The Bank of New York Company, Inc. and Mellon Financial Corporation. He also agreed that his new CFO responsibilities would not be considered "Good Reason" for termination under the agreement. These changes were approved by the Human Resources and Compensation Committee, which also authorized an increase in his base salary and a stock option grant.

Key Highlights

  • 1Thomas P. Gibbons appointed Chief Financial Officer (CFO) effective July 1, 2008.
  • 2Mr. Gibbons waived specific termination benefits under his existing Transition Agreement.
  • 3The waiver relates to benefits he could have received if he terminated employment within a 30-day window after the 30-month merger anniversary.
  • 4Mr. Gibbons agreed that his new CFO role does not constitute 'Good Reason' for termination under his agreement.
  • 5His base annual salary was increased from $625,000 to $650,000.
  • 6A stock option grant for 38,152 shares of common stock was approved for Mr. Gibbons, to be granted on July 21, 2008.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose changes in the employment terms and compensation for The Bank of New York Mellon Corporation's new Chief Financial Officer, Thomas P. Gibbons, following his appointment to the role.

Yes, Mr. Gibbons became the Chief Financial Officer effective July 1, 2008. Key changes include his waiver of certain termination benefits and the agreement that his new role would not be considered 'Good Reason' for termination under his prior agreement. He also received a salary increase and a stock option grant.

The financial implications involve an increase in Mr. Gibbons' base salary and the accounting for the stock option grant. The waiver of certain termination benefits potentially reduces future liabilities for the company under specific scenarios.

Mr. Gibbons' appointment as CFO was effective July 1, 2008. The waivers and compensation adjustments were approved by the Human Resources and Compensation Committee on July 7, 2008, and the stock option grant is scheduled for July 21, 2008.