8-KLeadership Changes

Bank of New York Mellon Corp 8-K Report, Executive Changes (Oct 30, 2019)

Filed October 30, 2019For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing from The Bank of New York Mellon Corporation (BK) details the revised compensation for Todd Gibbons following his appointment as interim Chief Executive Officer on October 28, 2019. The primary focus is on the adjustments to his base salary and incentive opportunities, reflecting the increased responsibilities of his new role. Investors should note the specific figures and the structure of his compensation package, which includes cash, restricted stock units (RSUs), and performance share units (PSUs). The filing also outlines a special one-time RSU grant with a specific vesting schedule and clarifies the terms under which this award will be treated in various employment scenarios, including retirement and voluntary departure. These details provide insight into the company's executive compensation strategy and its commitment to retaining key leadership during this transition period. The compensation is also subject to the company's existing clawback policies and severance plans.

Key Highlights

  • 1Todd Gibbons' base salary increased to $1,250,000, retroactive to October 1, 2019.
  • 2His 2019 target incentive opportunity was adjusted to $9,750,000, prorated for service from the fourth quarter, resulting in an effective target of $7,575,000 for 2019.
  • 3Mr. Gibbons' incentive award for 2019 will be split 25% cash, 25% RSUs, and 50% PSUs, aligning with the CEO compensation structure.
  • 4A special one-time grant of 89,887 RSUs was awarded, vesting ratably over three years starting October 28, 2020.
  • 5The special RSU award has specific vesting terms tied to continued employment and potential retirement scenarios.
  • 6All awards are subject to BNY Mellon's clawback and recoupment policy.
  • 7Mr. Gibbons remains eligible to participate in the Executive Severance Plan.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the updated compensation package for Todd Gibbons following his appointment as interim Chief Executive Officer of BNY Mellon.

His base salary has been increased to $1,250,000, and his 2019 target incentive opportunity has been adjusted. His actual 2019 incentive award will be delivered in a mix of cash, RSUs, and PSUs.

Mr. Gibbons received a one-time grant of 89,887 RSUs that will vest in equal one-third increments over three years, starting on October 28, 2020. The vesting may continue even if he is not appointed CEO and retires, but unvested portions are forfeited upon voluntary retirement unless he becomes CEO.

Yes, all awards granted to Mr. Gibbons are subject to BNY Mellon's clawback and recoupment policy. He will also continue to participate in the company's Executive Severance Plan.