8-K/ALeadership Changes

Bank of New York Mellon Corp 8-K/A Report, Executive Changes (Aug 31, 2022)

Filed August 31, 2022For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K/A filing from Bank of New York Mellon Corp (BK) provides an amendment to a previous filing, detailing the compensation package for Robin Vince upon his appointment as Chief Executive Officer (CEO), effective August 31, 2022. The amendment clarifies that Mr. Vince's compensation details were not finalized at the time of the initial August 9th filing. Investors should note the established base salary and incentive targets, as well as the structure of his incentive award, which includes a mix of cash, restricted stock units (RSUs), and performance share units (PSUs). The compensation structure aligns with the company's broader Executive Compensation Program for the CEO role and is subject to corporate and individual performance metrics. This filing also confirms that Mr. Vince's equity awards will adhere to standard vesting provisions and the company's clawback policy. His participation in the Executive Severance Plan remains unchanged. Overall, this amendment provides transparency on the financial arrangements associated with a key leadership transition.

Key Highlights

  • 1Robin Vince appointed CEO effective August 31, 2022, in addition to his role as President.
  • 2New compensation arrangement for CEO Robin Vince approved by the Human Resources and Compensation Committee.
  • 3Annual base salary for Mr. Vince set at $1,250,000, effective August 31, 2022.
  • 4Target incentive for 2022 is $10,333,000, reflecting a proration and an increase effective August 31, 2022.
  • 52022 incentive award to be delivered 25% cash, 25% RSUs, and 50% PSUs, based on performance.
  • 6Equity awards will conform to standard vesting terms and the company's clawback/recoupment policy.
  • 7Mr. Vince continues to participate in the Company’s Executive Severance Plan.

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