8-KLeadership ChangesRegulation FDExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Executive Changes (Sep 27, 2019)

Filed September 27, 2019For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing from The Bank of New York Mellon Corporation (BK) announces significant changes in its executive leadership. Effective immediately, Thomas P. (Todd) Gibbons has been appointed interim Chief Executive Officer of the Company and its principal subsidiary, The Bank of New York Mellon. Mr. Gibbons, previously Vice Chairman and CEO of Clearing, Markets and Client Management, brings extensive experience to this interim role. This transition follows the unexpected resignation of Charles W. Scharf as CEO, Chairman, and director. In connection with this change, the Board has appointed Joseph J. Echevarria, an independent director, as Non-Executive Chairman. Investors should note that Mr. Gibbons' compensation for the interim CEO role has not yet been determined, and Mr. Scharf has forfeited unvested equity awards upon his departure.

Key Highlights

  • 1Thomas P. (Todd) Gibbons appointed interim Chief Executive Officer (CEO) of The Bank of New York Mellon Corporation and its subsidiary.
  • 2Charles W. Scharf resigned as CEO, Chairman of the Board, and director, effective September 26, 2019.
  • 3Joseph J. Echevarria appointed Non-Executive Chairman of the Board.
  • 4Mr. Gibbons previously served as Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management.
  • 5Mr. Scharf forfeited all unvested equity and incentive awards upon his resignation.
  • 6The company has waived the 90-day notice requirement for Mr. Scharf's resignation.
  • 7Compensation for Mr. Gibbons as interim CEO is yet to be determined.

Frequently Asked Questions

The filing does not provide a specific reason for Mr. Scharf's resignation. It only states that he resigned as CEO, Chairman of the Board, and director, effective September 26, 2019.

Todd Gibbons, age 62, has a long tenure with the company, most recently serving as Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management. He also previously served as Vice Chairman and Chief Financial Officer. The filing states his appointment is as interim CEO, and his compensation for this role is still to be determined, suggesting the Board is in the process of evaluating long-term leadership.

Upon his resignation, Mr. Scharf forfeited all equity and other incentive awards that were unvested as of September 26, 2019. This is a standard consequence for departing executives under their award agreements.

Joseph J. Echevarria, an independent director who has served on the Board since 2015 and as Lead Director since 2016, has been appointed as Non-Executive Chairman of the Board, effective September 26, 2019.