8-KLeadership ChangesExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Executive Changes (Jul 17, 2017)

Filed July 17, 2017For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) announced a significant leadership transition via an 8-K filing on July 17, 2017. Charles W. Scharf has been appointed Chief Executive Officer (CEO) and a director, effective immediately. Mr. Scharf, formerly CEO of Visa Inc. and with a background in transforming financial institutions, succeeds Gerald L. Hassell, who will transition from CEO and Chairman roles to Chairman only until his retirement on December 31, 2017. Mr. Scharf is slated to become Chairman on January 1, 2018, with Joseph J. Echevarria continuing as Lead Director. This move signals a strategic shift, leveraging Mr. Scharf's experience in technology-driven commerce and financial services to guide the company forward. Mr. Scharf's compensation package includes a base salary of $1,250,000 and a 2017 target incentive opportunity of $15,250,000, with components including cash, long-term incentives, and restricted stock units, all subject to performance metrics and the company's clawback policy. The filing also details his initial equity awards, including performance share units (PSUs) and restricted stock units (RSUs), and provisions for severance and retiree medical benefits. The appointment of Mr. Scharf, recognized for his leadership at Visa, suggests an emphasis on innovation and growth for BNY Mellon.

Key Highlights

  • 1Charles W. Scharf appointed Chief Executive Officer (CEO) and Director, effective immediately.
  • 2Gerald L. Hassell transitions from CEO to Chairman of the Board until his retirement on December 31, 2017.
  • 3Charles W. Scharf will assume the role of Chairman of the Board on January 1, 2018.
  • 4Mr. Scharf brings significant experience from his tenure as CEO of Visa Inc. and previous roles at JPMorgan Chase and Citigroup.
  • 5Mr. Scharf's 2017 compensation includes a base salary of $1,250,000 and a target incentive opportunity of $15,250,000, with pro-rated components for the year.
  • 6Significant equity awards, including Performance Share Units (PSUs) and Restricted Stock Units (RSUs), were granted to Mr. Scharf as part of his compensation.
  • 7Compensation and equity awards are subject to BNY Mellon's clawback policy and include provisions for severance and early retiree medical benefits.

Frequently Asked Questions

Charles W. Scharf has been appointed the new Chief Executive Officer (CEO) of The Bank of New York Mellon Corporation, effective immediately as of July 17, 2017. He also serves as a Director on the Board.

Gerald L. Hassell, the outgoing CEO, will continue as Chairman of the Board until his retirement on December 31, 2017. This transition allows for a smooth handover of leadership, with Mr. Scharf set to become Chairman in addition to CEO starting January 1, 2018.

Mr. Scharf has a strong track record, most notably as the former CEO of Visa Inc., where he is credited with transforming the company into a technology-driven digital commerce entity. His previous experience also includes senior leadership roles at JPMorgan Chase & Co. and Citigroup, making him a seasoned executive with expertise relevant to BNY Mellon's strategic direction.

Mr. Scharf's 2017 compensation includes an annual base salary of $1,250,000 and a target incentive opportunity of $15,250,000. This incentive is pro-rated and comprises cash, long-term incentives (including performance share units and restricted stock units), and equity awards, all subject to performance metrics and the company's clawback policy.