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.