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LETTER TO STOCKHOLDERS

1

NOTICE OF ANNUAL MEETING

2

INTRODUCTION

3

ITEM 1 –  ELECTION OF DIRECTORS

8

Resolution

8

Nominees

9

Corporate Governance and Board Information

18

Director Compensation

31

ITEM 2 –  ADVISORY VOTE ON COMPENSATION

33

Resolution

34

Compensation Discussion and Analysis

35

Executive Compensation Tables and Other Compensation Disclosure

53

ITEM 3 –  RATIFICATION OF KPMG LLP

64

Resolution

64

Report of the Audit Committee

65

Services Provided by KPMG LLP

66

ITEM 4 –  AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO ENHANCE STOCKHOLDER WRITTEN CONSENT RIGHTS

67

Resolution

67

ITEM 5 –  APPROVAL OF 2019 LONG-TERM INCENTIVE PLAN

69

Resolution

69

Key Terms of the 2019 Long-Term Incentive Plan

70

New Plan Benefits

76

ITEM 6 –  STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT

77

Stockholder Proposal

77

Board of Directors’ Response

78

ADDITIONAL INFORMATION

80

Equity Compensation Plans

81

Information on Stock Ownership

82

Annual Meeting Q&A

85

Other Information

88

Helpful Resources

91

ANNEX A: NON-GAAP RECONCILIATION

92

ANNEX B: AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

93

ANNEX C: THE BANK OF NEW YORK MELLON CORPORATION 2019 LONG-TERM INCENTIVE PLAN

96

Dear Fellow Stockholder:

On behalf of the Board of Directors, we cordially invite you to our 2019 Annual Meeting of Stockholders to be held on Tuesday, April 9, 2019 at 9 a.m., Eastern time, at 240 Greenwich Street, New York, New York 10286.

At this year’s Annual Meeting, you will be asked to vote on several items, including the election of directors, our 2018 executive compensation program (the “say-on-pay vote”), an amendment to our Restated Certificate of Incorporation, The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP” or “2019 Long-Term Incentive Plan”) and a stockholder proposal, if properly presented. Detailed information about the director nominees, including their specific experience and qualifications, begins on page 9. Our Compensation Discussion and Analysis, which explains our continued commitment to pay for performance, alignment with stockholders’ interests and appropriate risk-taking in the context of our 2018 incentive compensation decisions, begins on page 35. A discussion of the proposed amendment to our Restated Certificate of Incorporation begins on page 67. A summary of the key terms of the 2019 LTIP and our reasons for recommending stockholder approval of the plan begins on page 69. We appreciate the opportunity to provide you with these details of your Board’s actions in 2018 and recommendations for 2019. We encourage you to read the proxy statement carefully for more information.

Your vote is important to us, and we hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting as promptly as possible through any of the acceptable means described in this proxy statement. Instructions on how to vote begin on page 85. You may also listen to the meeting at https://www.bnymellon.com/us/en/investor-relations/index.jsp.

Thank you for your continued support of BNY Mellon, and we look forward to seeing you at the Annual Meeting.

Sincerely,

CHARLES W. SCHARF

Chairman and Chief Executive Officer

March 8, 2019

    AGENDA

  BOARD RECOMMENDATION  

    1.  To elect the 12 nominees named in this proxy statement to serve on our Board of Directors until the 2020 Annual Meeting

    2.  To provide an advisory vote for approval of the 2018 compensation of our named executive officers, as disclosed in this proxy statement

    3.  To ratify the appointment of KPMG LLP as our independent auditor for 2019

    4.  To approve an amendment to our Restated Certificate of Incorporation to enhance stockholder written consent rights

    5.  To approve the 2019 Long-Term Incentive Plan

    6.  To consider a stockholder proposal regarding a pay equity report, if properly presented

VIA THE INTERNET

Visit the website listed

on your proxy card

BY TELEPHONE

Call the telephone

number listed on

your proxy card

IN PERSON

Attend the Annual Meeting

(see page 85 for more

information)

BY MAIL

Mail in a completed

proxy card

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be held on April 9, 2019: Our 2019 proxy statement and 2018 Annual

Report to stockholders are available at https://www.bnymellon.com/proxy.

*  For a reconciliation and explanation of this non-GAAP measure, see Annex A.

Strong Multi-Year Relative TSR

Returned Significant Value to Stockholders

**  Total does not foot due to rounding.

Mark A. Nordenberg, currently a member of our Audit, Corporate Governance, Nominating and Social Responsibility and Technology Committees, is retiring as a director of our company effective April 9, 2019, immediately after our 2019 Annual Meeting. John A. Luke, Jr. retired as a director of our company effective April 10, 2018, immediately after our 2018 Annual Meeting.

Subject to his election at our 2019 Annual Meeting, it is expected that Mr. Black will be appointed to serve as a member of our Risk Committee.

Lead Director.

Financial expert.

Alfred W. Zollar is a nominee who does not currently serve on our Board of Directors. Subject to his election at our 2019 Annual Meeting, it is expected that Mr. Zollar will be appointed to serve as a member of our Audit and Technology Committees.

Audit

Human Resources and Compensation

Chair: Joseph J. Echevarria

Members: Linda Z. Cook, Jennifer B. Morgan, Mark A. Nordenberg, Samuel C. Scott III

2018 Meetings: 13

Key Responsibilities: Overseeing our registered independent public accountants, internal audit function, and internal controls over financial statements and reports; and reviewing forecasts and budgets, capital expenditures, expense management programs, net interest revenue plans and investment portfolio activities.

Chair: Edward P. Garden

Members: Steven D. Black, Jeffrey A. Goldstein, Edmund F. “Ted” Kelly, Samuel C. Scott III

2018 Meetings: 6

Key Responsibilities: Overseeing employee compensation and benefits, management development and succession and diversity and inclusion programs; and administering our incentive compensation plans, including equity incentive compensation plans.

Corporate Governance, Nominating and Social Responsibility

Risk

Chair: Samuel C. Scott III

Members: Steven D. Black, Linda Z. Cook, Joseph J. Echevarria, Edward P. Garden, Mark A. Nordenberg

2018 Meetings: 5^*

Key Responsibilities: Identifying, reviewing and recommending to the Board potential directors, and reviewing non-employee director compensation; maintaining our Corporate Governance Guidelines; overseeing annual Board and committee evaluations; reviewing structure, responsibilities and membership of committees; overseeing Community Reinvestment Act and Fair Lending compliance; overseeing our sustainability and corporate social responsibility efforts; and promoting a culture of exemplary corporate citizenship.

Chair: Edmund F. “Ted” Kelly

Members: Edward P. Garden, Jeffrey A Goldstein, John M. Hinshaw, Elizabeth E. Robinson

2018 Meetings: 6

Key Responsibilities: Approving enterprise-wide risk management practices, our risk appetite statement and our global risk management framework; evaluating risk exposure and tolerance; and reviewing policies and practices regarding risk assessment and risk management.

Finance

Technology

Chair: Jeffrey A. Goldstein

Members: Joseph J. Echevarria, Edward P. Garden, Elizabeth E. Robinson

2018 Meetings: 9

Key Responsibilities: Monitoring and overseeing our financial resources, including our capital structure and annual capital plan, capital adequacy and capital planning process, and capital raising and capital distribution initiatives, and reviewing the financial aspects of our recovery and resolution plans.

Chair: John M. Hinshaw

Members: Jennifer B. Morgan, Mark A. Nordenberg, Elizabeth E. Robinson

2018 Meetings: 13

Key Responsibilities: Approving our technology planning and strategy; reviewing significant technology investments; and monitoring technology trends relative to our business strategy.

Inclusive of 2018 meetings of the Corporate Governance and Nominating Committee and the Corporate Social Responsibility Committee.

• No staggered board

• Our Lead Director may call a special meeting of the independent directors or full Board

• Special meeting rights for stockholders, individually or in a group, holding 20% of our outstanding common stock

• We are proposing an amendment to our Restated Certificate of Incorporation to expand stockholder written consent rights

• Proxy access allows stockholders, individually or in a group of up to 20, holding 3% of our outstanding stock for at least 3 years to nominate up to 20% of the Board

• No plurality voting in uncontested director elections (each director must be elected by majority of votes cast)

• No supermajority voting: stockholder actions require only majority of votes cast (not majority of shares present and entitled to vote)

• No “poison pill” (stockholders’ rights plan)

• Active engagement with stakeholders

• Independent board: comprised solely of independent directors, other than our CEO, and meets in regular executive sessions

• Independent Lead Director: annually selected by independent directors, empowered with broad authority

• Board succession and refreshment: led by the Corporate Governance, Nominating and Social Responsibility Committee recruiting efforts, our Board has added eight independent directors since 2014

• High rate of attendance: average 2018 attendance at Board and committee meetings was 94.3%

• A substantial portion of director compensation is paid in equity all of which is required to be retained until retirement

• Risk-aware: we protect against excessive risk-taking through multiple lines of defense, including Board oversight

• Honest and accountable: our codes of conduct apply to all employees and directors, providing a framework for ethical conduct

• Innovative and evolving: we encourage directors to participate in continuing education programs, and continue to enhance our integrated learning and development platform for employees through BNY Mellon University

• Committed to a robust corporate governance framework: we signed, and committed to apply, the Commonsense Principles 2.0, a public statement of corporate governance principles intended to provide a framework for sound, long-term-oriented governance

RESOLUTION

NOMINEES

Director Qualifications

Majority Voting Standard

CORPORATE GOVERNANCE AND BOARD INFORMATION

Our Corporate Governance Practices

Board Leadership Structure

Director Independence

Oversight of Risk

Board Meetings and Committee Information

Compensation Consultants to the HRC Committee

Contacting the Board

DIRECTOR COMPENSATION

• 11 nominees currently serve on our Board of Directors. Mr. Zollar is a nominee who does not currently serve on our Board of Directors.

• 11 nominees are independent, and one nominee serves as the company’s Chairman and Chief Executive Officer.

• The Board and the Corporate Governance, Nominating and Social Responsibility Committee (“CGNSR Committee”) have concluded that each of our nominees should be recommended for re-nomination as a director as described on page 16 after considering, among other things, the nominee’s (1) professional background and experience, (2) senior level policy-making positions, (3) other public company board experience, (4) diversity, (5) intangible attributes, (6) prior BNY Mellon Board experience, and (7) Board attendance and participation, as applicable.

The Board of Directors

recommends that you vote

“FOR” each of the nominees
described below.

• The nominees have skills and expertise in a wide range of areas, including technology, accounting, private equity, financial regulation, financial services, global management, insurance, risk management and legal matters.

• The nominees are able to devote the necessary time and effort to BNY Mellon matters.

Mr. Zollar is a nominee who does not yet serve on our Board of Directors.

INDEPENDENCE

ü   Our Board is comprised entirely of independent directors (other than our Chief Executive Officer) who regularly meet in executive sessions led by our Lead Director at Board meetings and committee Chairs at committee meetings.

ü  Our independent Lead Director, selected annually by our independent directors, has broad powers, including the right to call a special meeting of the independent directors or full Board, approval of Board meeting agendas, materials and schedules, leading executive sessions and consulting with the Chair of the Human Resources and Compensation Committee (“HRC Committee”) on CEO performance, compensation and succession.

ü  All Board committees are composed entirely of independent directors.

ACTIVE
ENGAGEMENT

ü   We had a high rate of director attendance at Board and committee meetings in 2018, averaging 94.3%.

ü   We actively engage with our stakeholders through multiple initiatives, reaching out to investors representing over 51% of our outstanding common shares as well as proxy advisory firms and other stakeholders.

ü  Stockholders and other interested parties can directly contact our Board (see “Helpful Resources” on page 91).

ONGOING
IMPROVEMENTS

ü   Our Corporate Governance Guidelines require that the Corporate Governance, Nominating and Social Responsibility Committee consider enhanced director qualifications in connection with director nominations.

ü  Our Board and each of our standing committees conduct annual self-evaluations that have resulted in enhancements to Board functioning (see “Evaluation of Board and Committee Effectiveness” on page 20).

ü  Our by-laws permit holders in the aggregate of 20% of our outstanding common stock to call a special stockholder meeting.

ü   We are proposing an amendment to our Restated Certificate of Incorporation to expand stockholder written consent rights (see Item 4 on page 67).

ü   We signed, and committed to apply, the Commonsense Principles 2.0, a public statement of corporate governance principles intended to provide a framework for sound, long-term-oriented governance.

ü  We implemented a redesigned committee structure following the 2018 Annual Meeting, to refine the allocation of committee responsibilities and to utilize our directors’ time more efficiently.

ü  Our Board participates in information sessions during regularly scheduled and special meetings, receiving business, regulatory and other updates from senior management, including risk executives and our General Counsel.

ü   A significant portion of director compensation is paid in deferred stock units, which must be held as long as the director serves on the Board.

ü   Our codes of conduct apply to our directors, as well as all of our employees, providing a framework for the highest standards of professional conduct and fostering a culture of honesty and accountability.

ü  We continue to enhance our robust director orientation program in which new directors participate, and all directors are encouraged to participate in continuing education programs for which expenses are reimbursed.

×   No staggered board.

×   No “poison pill” (stockholders’ rights plan).

×   No supermajority voting. Action by stockholders requires only a majority of the votes cast (not a majority of the shares present and entitled to vote).

×   No plurality voting in uncontested director elections. Each director must be elected by a majority of the votes cast.

EFFICIENT AND

EFFECTIVE ACTION

A combined Chairman/Chief Executive Officer:

•  Is in the best position to be aware of major issues facing the company on a day-to-day and long-term basis, and to identify and bring key risks and developments facing the company to the Board’s attention (in coordination with the Lead Director as part of the agenda-setting process), and

•  Eliminates the potential for uncertainty as to who leads the company, providing the company with a single public “face” in dealing with stockholders, employees, regulators, analysts and other constituencies.

•  A substantial majority of our peers also utilize a similar board structure with a combined Chairman and Chief Executive Officer, as well as a lead or presiding independent director.

STRONG

COUNTERBALANCES

As set forth in our Corporate Governance Guidelines, our Lead Director:

•  Reviews and approves, in coordination with the Chairman and Chief Executive Officer, agendas for Board meetings, materials, information and meeting schedules,

•  Has the authority to add items to the agenda for any Board meeting,

•  Presides at executive sessions of independent directors during regular Board meetings,

•  Serves as a non-exclusive liaison between the other independent directors and the Chairman/Chief Executive Officer,

•  Can call special meetings of the independent directors or full Board in his discretion and chairs any meeting of the Board or stockholders at which the Chairman is absent,

•  Is available to meet with major stockholders and regulators under appropriate circumstances,

•  Consults with the HRC Committee regarding its consideration of Chief Executive Officer compensation,

•  In conjunction with the Chair of the HRC Committee, discusses with the Chairman/Chief Executive Officer the Board’s annual evaluation of his performance as Chief Executive Officer,

•  Consults with the HRC Committee on Chief Executive Officer succession planning, and

•  Consults with the CGNSR Committee on the Board’s annual performance evaluation. In practice, our Lead Director is a member of the CGNSR Committee, which we believe is a governance best practice.

In addition, the powers of the Chairman under our by-laws are limited – other than chairing meetings of the Board and stockholders, the powers conferred on the Chairman (e.g., ability to call special meetings of stockholders or the Board) can also be exercised by the Board or a specified number of directors or, in some cases, the Lead Director, or are administrative in nature (e.g., authority to execute documents on behalf of the company).

  Entity

Primary Responsibilities for Risk Management

  consisting entirely of

  independent directors

•  Review and approval of the enterprise-wide risk management practices of the company.

•  Review and approval of the company’s risk appetite statement on an annual basis, and approval of any material amendment to the statement.

•  Review of significant financial and other risk exposures and the steps management has taken to monitor, control and report such exposures.

•  Evaluation of risk exposure and tolerance, and approval of Board level limits or exceptions.

•  Review and evaluation of the company’s policies and practices with respect to risk assessment and risk management.

•  Review, with respect to risk management and compliance, of (1) reports and significant findings of the company’s Risk Management and Compliance department (the “Risk department”) and the Internal Audit department (“Internal Audit”), (2) significant reports from regulatory agencies and management’s responses, and (3) the Risk department’s scope of work and its planned activities.

  consisting entirely of

  independent directors

•  Review and discussion of policies with respect to risk assessment and risk management.

•  Oversight responsibility with respect to the integrity of our company’s financial reporting and systems of internal controls regarding finance and accounting, as well as our financial statements.

•  Review of the Risk Committee’s annual report summarizing its review of the company’s methods for identifying and managing risks.

•  Review of the Risk Committee’s semi-annual reports regarding corporate-wide compliance with laws and regulations.

•  Review of any items escalated by the Risk Committee that have significant financial statement impact or require significant financial statement/regulatory disclosures.

•  Chief Risk Officer: Implement an effective risk management framework and daily oversight of risk.

•  Internal Audit: Provide reliable and timely information to our Board and management regarding our company’s effectiveness in identifying and appropriately controlling risks.

•  Senior Risk and Control Committee: Review significant risk events, emerging risks and drivers of risk. Serve as the most senior management-level risk governance body at the company, and review on an ongoing basis the top risks. Provide oversight for all risk management, compliance and ethics activities and processes, including the risk framework.

Audit

Committee

Independent

13 Meetings in 2018

Joseph J. Echevarria (Chair), Linda Z. Cook, Jennifer B. Morgan, Mark A. Nordenberg, Samuel C. Scott III

Independent Registered Public Accountant. Our Audit Committee has direct responsibility for the appointment, compensation, annual evaluation, retention and oversight of the work of the registered independent public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. The Committee is responsible for the pre-approval of all audit and permitted non-audit services performed by our independent registered public accountants and each year, the Committee recommends that our Board request stockholder ratification of the appointment of the independent registered public accountants.

Overseeing Internal Audit Function. The Committee acts on behalf of our Board in monitoring and overseeing the performance of our internal audit function. The Committee reviews the organizational structure, qualifications, independence and performance of Internal Audit and the scope of its planned activities, at least annually. The Committee also approves the appointment of our internal Chief Auditor, who functionally reports directly to the Committee and administratively reports to the CEO, and annually reviews his or her performance and, as appropriate, replaces the Chief Auditor.

Internal Controls over Financial Statements and Reports. The Committee oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies. Quarterly, the Committee reviews a report from the company’s Disclosure Committee and reports concerning the status of our annual review of internal control over financial reporting, including (1) information about (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and (2) management’s responses to any such circumstance. The Committee also oversees our management’s work in preparing our financial statements, which will be audited by our independent registered public accountants.

Members and Financial Expert. The Committee consists entirely of directors who meet the independence requirements of listing standards of the NYSE, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”). All members are financially literate within the meaning of the NYSE listing standards as interpreted by our Board and are outside directors, independent of management, under the FDIC’s rules and regulations. Our Board has determined that each of Mr. Echevarria and Mr. Scott satisfies the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, based upon their experience actively supervising a principal accounting or financial officer or public accountant, has accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board and has “banking or financial management expertise” as set out in the FDIC’s rules and regulations.

Financial Planning and Analysis. The Committee reviews: (1) financial forecasts, operating budgets, capital expenditures and expense management programs, and progress relative to targets and relative to competitors; and (2) plans with regard to net interest revenue, investment portfolio activities and progress relative to such plans and activities.

Corporate

Governance, Nominating and Social Responsibility

Committee

Independent

5 Meetings in 2018^*

Samuel C. Scott III (Chair), Steven D. Black, Linda Z. Cook, Joseph J. Echevarria, Edward P. Garden, Mark A. Nordenberg,

Corporate Governance Matters. As further described on page 16, our CGNSR Committee assists our Board of Directors in identifying, reviewing and recommending individuals qualified to become Board members. The Committee periodically considers the size of our Board and recommends changes to the size as warranted and is responsible for developing and recommending to our Board our Corporate Governance Guidelines and proposing changes to these guidelines from time to time as may be appropriate. In addition, the Committee oversees evaluations of our Board and its committees, reviews the structure and responsibilities of the Board’s committees and annually considers committee assignments, recommending changes to those assignments as necessary.

Oversight of Director Compensation and Benefits. The Committee reviews non-employee director compensation and benefits on an annual basis and makes recommendations to our Board on appropriate compensation, and is responsible for approving compensation arrangements for non-employee members of the Boards of our significant subsidiaries.

Corporate Social Responsibility. The Committee promotes a culture that emphasizes and sets high standards for corporate citizenship and reviews corporate performance against those standards. The Committee is responsible for providing oversight of the company’s programs regarding strategic philanthropy and employee community involvement, public policy and advocacy, including lobbying and political contributions, environmental management, corporate social responsibility of suppliers, corporate social responsibility governance and reporting and human rights. The Committee also provides oversight for the company’s compliance with the Community Reinvestment Act and Fair Lending laws and considers the impact of the company’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of stockholders, clients, suppliers, employees, communities and regulators.

For additional information regarding the company’s commitment to corporate social responsibility and the Committee’s recent initiatives, see “Helpful Resources” on page 91.

Finance

Committee

Independent

9 Meetings in 2018

Jeffrey A. Goldstein (Chair), Joseph J. Echevarria, Edward P. Garden, Elizabeth E. Robinson

The Finance Committee assists the Board in fulfilling its responsibilities with respect to the monitoring and oversight of the company’s financial resources and strategies. The Committee’s responsibilities and duties include reviewing the company’s capital structure, annual capital plan, capital raising and capital distributions as well as the financial aspects of our recovery and resolution plans. In addition, the Committee is responsible for approving and recommending to our Board our annual capital plan submission and capital management policy.

Number of meetings is inclusive of 2018 meetings of the Corporate Governance and Nominating Committee and the Corporate Social Responsibility Commitee.

Human

Resources and Compensation Committee

Independent

6 Meetings in 2018

Edward P. Garden (Chair), Steven D. Black, Jeffrey A. Goldstein, Edmund F. “Ted” Kelly, Samuel C. Scott III

Compensation and Benefits. The HRC Committee is generally responsible for overseeing our employee compensation and benefit policies and programs, our management development and succession programs, the development and oversight of a succession plan for the CEO position and our diversity and inclusion programs. The Committee also administers and makes equity and/or cash awards under plans adopted for the benefit of our employees to the extent required or permitted by the terms of these plans, establishes any related performance goals and determines whether and the extent to which these goals have been attained. The Committee also evaluates and approves the total compensation of the CEO and all other executive officers and makes recommendations concerning equity-based plans, which recommendations are subject to the approval of our entire Board. The Committee also oversees certain retirement plans that we sponsor to ensure that: (1) they provide an appropriate level of benefits in a cost-effective manner to meet our needs and objectives in sponsoring such plans; (2) they are properly and efficiently administered in accordance with their terms to avoid unnecessary costs and minimize any potential liabilities to us; (3) our responsibilities as plan sponsor are satisfied; and (4) financial and other information with respect to such plans is properly recorded and reported in accordance with applicable legal requirements.

CEO Compensation. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO, his performance in light of those goals and objectives, and determines and approves his compensation on the basis of its evaluation. With respect to the performance evaluation and compensation decisions regarding our CEO, the Committee reports its preliminary conclusions to the other independent directors of our full Board in executive session and solicits their input prior to finalizing the Committee’s decisions.

Delegated Authority. The Committee has delegated to our CEO the responsibility for determining equity awards to certain employees, other than himself, who are eligible to receive grants under our Long-Term Incentive Plan (“LTIP”). This delegated authority is subject to certain limitations, including: (1) total aggregate shares represented by plan awards in any calendar year (1,100,000), (2) aggregate shares represented by plan awards that may be granted to any one individual in any calendar year (100,000), and (3) a sub-limit of shares represented by full-value awards that may be granted in any calendar year (550,000). In addition, the Committee may delegate limited authority to our CEO to grant awards under the LTIP beyond these limits in connection with specific acquisitions or similar transactions.

Management Involvement. Our management provides information and recommendations for the Committee’s decision-making process in connection with the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his or her own compensation. The “Compensation Discussion and Analysis” starting on page 35 discusses the role of our CEO in determining or recommending the amount and form of executive compensation. In addition, we address the role of our management and its independent compensation consultants and the role of the Committee’s independent outside compensation advisor in determining and recommending executive compensation on page 29.

Risk Committee

Independent

6 Meetings in 2018

Edmund F. “Ted” Kelly (Chair), Edward P. Garden, Jeffrey A. Goldstein, John M. Hinshaw, Elizabeth E. Robinson

See “Oversight of Risk” on page 24 above for a discussion of the Risk Committee’s duties and responsibilities, which include: (1) review and approval of enterprise-wide risk management practices; (2) review and approval of the company’s risk appetite statement; (3) review of significant financial and other risk exposures; (4) evaluation of risk exposure and tolerance; (5) review and evaluation of the company’s policies and practices with respect to risk assessment and risk management; and (6) review, with respect to risk management and compliance, of certain significant reports. Our Board has determined that Mr. Kelly satisfies the independence requirements to serve as Chair of the Risk Committee set out in the Board of Governors of the Federal Reserve System rules and has experience in identifying, assessing, and managing risk exposures of large, complex financial firms based upon his senior leadership experience of a multi-line insurance company.

Technology

Committee

Independent
13 Meetings in 2018

John M. Hinshaw (Chair), Jennifer B. Morgan, Mark A. Nordenberg, Elizabeth E. Robinson

Technology Planning and Strategy. The Technology Committee is responsible for reviewing and approving the company’s technology planning and strategy, reviewing significant technology investments and expenditures, and monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends. The Committee receives reports from management concerning the company’s technology and approves related policies or recommends such policies to the Board for approval, as appropriate. The Committee also oversees risks associated with technology.

Name

All Other
Compensation

($)⁽⁵⁾

Steven D. Black⁽¹⁾

Linda Z. Cook

Joseph J. Echevarria⁽¹⁾

Edward P. Garden

Jeffrey A. Goldstein⁽¹⁾

John M. Hinshaw⁽¹⁾

Edmund F. “Ted” Kelly

John A. Luke, Jr.⁽²⁾

Jennifer B. Morgan⁽¹⁾

Mark A. Nordenberg

Elizabeth E. Robinson

Samuel C. Scott III

Elected to defer all or part of cash compensation in the Director Deferred Compensation Plan.

Mr. Luke retired as a director effective April 10, 2018.

Amount shown represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (or “FASB ASC”) 718 Compensation-Stock Compensation for 2,345 deferred stock units granted to each independent director in April 2018 (excluding Mr. Luke, who retired effective April 10, 2018), using the valuation methodology for equity awards set forth in note 16 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. As of December 31, 2018, each of Mses. Cook, Morgan and Robinson and Messrs. Black, Echevarria, Garden, Goldstein, Hinshaw, Kelly, Nordenberg and Scott owned 2,381 unvested deferred stock units.

The amount disclosed in this column for Mr. Nordenberg represents the sum of the portion of interest accrued (but not currently paid or payable) on deferred compensation above 120% of the applicable federal long-term rate at the maximum rate payable under the Mellon Directors Plan. Under the Mellon Directors Plan, deferred amounts receive earnings based on (i) the declared rate, reflecting the return on the 120-month rolling average of the 10-year T-Note rate enhanced based on years of service and compounded annually, (ii) variable funds, which are credited with gains or losses that “mirror” the market performance of market-style funds or (iii) the company’s phantom stock. The fully enhanced declared rate for 2018 was 3.59%.

The amount disclosed for Mr. Nordenberg reflects the estimated cost of the legacy Mellon Directors’ Charitable Giving Program, which remains in effect for him and certain other legacy Mellon directors. Upon such legacy Mellon director’s death, the company will make a total donation of $250,000 to one or more charitable or educational organizations of the director’s choice. The donations will be paid in 10 equal annual installments of $25,000. The amount disclosed for Ms. Robinson reflects compensation paid in connection with her role as Chair of the Board of Directors of BNY Mellon Government Securities Services Corp. The amount disclosed for Mr. Scott reflects the amount of a 5% discount on purchases of phantom stock when dividend equivalents are reinvested under the Bank of New York Directors Plan.

RESOLUTION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Performance

Compensation of Named Executive Officers

Pay Practices

How We Address Risk and Control

Report of the HRC Committee

EXECUTIVE COMPENSATION TABLES AND OTHER COMPENSATION DISCLOSURE

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Pension Benefits

Nonqualified Deferred Compensation

Potential Payments upon Termination or Change in Control

Pay Ratio

• Since 2009, we have provided our stockholders with the opportunity for an advisory vote on our executive compensation program each year. We have consistently received support for our executive compensation program, with 98% stockholder approval at both our 2018 and 2017 Annual Meetings.

• To ensure that we also have direct stockholder feedback on our executive compensation program and other issues of importance to our investors, we have continued our annual investor outreach process in 2018 and 2019, reaching out to investors representing over 51% of our outstanding common shares as well as proxy advisory firms and other stakeholders.

• Our approach to compensation continues to be designed to directly link pay to performance, recognize both corporate and individual performance, promote long-term stock ownership and balance risk and reward, while taking into consideration stakeholder feedback and market trends and practices to refine our program.

The Board of Directors recommends that you vote

“FOR” the approval of the 2018 compensation of our named executive officers.

Actual

• Reflects cash- and equity-based incentive compensation paid for the applicable year’s performance, which is how our HRC Committee views compensation

• For 2017, the year Mr. Scharf was appointed CEO, includes the value of a special sign-on grant of performance-based restricted stock units (“PSUs”) and pro-ration of salary, cash incentive and restricted stock units (“RSUs”)

SEC Reported

• Reflects cash-based incentive compensation paid for the applicable year’s performance and equity-based incentive compensation paid during the applicable year for the prior year’s performance, as reported in the Summary Compensation Table

• For 2017, includes the value of the sign-on PSUs as well as 50% of the 2017 PSUs and 100% of the 2017 RSUs which were pre-granted in 2017 in connection with Mr. Scharf’s appointment as CEO

Element

Cash

Award grant based on OEPS

• OEPS ties to organic growth, which we believe is the key to ensuring both revenue and costs are optimized

• Revenue growth and operating margin are complementary top- and bottom-line metrics that reward organic growth and support our balanced approach to performance-based compensation

• Equity award values motivate and reward achievement of long-term growth and directly align the interests of executive officers and stockholders

PSUs

Award grant based on OEPS

Award payout based on 3-year average revenue growth and 3-year average operating margin

RSUs

Award grant based on OEPS

Balanced Scorecard  

Design  

• Enhanced the impact of the individual modifier to permit incentive award increases of up to 50% and decreases of up to 100%, providing flexibility for greater differentiation based on individual performance

• Established corporate component weighting for each NEO at 100% to enhance focus on company-wide performance, with business unit performance eliminated as a stand-alone portion of the balanced scorecard

Performance Metrics  

• For calculation of actual versus budgeted OEPS, limited the impact of market performance to a maximum of 25% to emphasize organic growth over market-driven growth

• Tied PSU earnout to 3-year average revenue growth and 3-year average operating margin to augment OEPS metric in balanced scorecard with complementary top- and bottom-line metrics

Perquisites  

• Eliminated certain legacy perquisites, including use of company car and driver

• OEPS: OEPS as calculated under our balanced scorecard, which limits the impact of market outperformance, was 3.13% above budget

Other Factors  

• Relative TSR Performance: 1, 3 and 5-year TSR performance was generally at median relative to the S&P Financials Index, with 1-year TSR at the 93^rd percentile, relative to peers

• Earnings Drivers: Above budget OEPS reflects modest organic revenue growth supported by strong equity market performance, higher interest rates and a lower effective tax rate

ü   Directly link pay to performance

ü  Require sustained financial performance to earn full amount of long-term awards

ü  Promote long-term stock ownership through deferred equity compensation

ü   Balance risk and reward in compensation

ü  Use a balanced approach for determining incentives with both corporate and individual goals

ü  Balance incentives for short- and long-term performance with a mix of performance metrics, fixed and variable compensation and cash and equity

ü  Conduct a robust stakeholder outreach program

× No fixed-term employment agreements

× No single-trigger change-in-control benefits

× No excessive severance benefits

× No excessive perquisites or benefits

× No tax gross-ups

× No hedging or short sales of our stock

× No dividend equivalents paid on unearned incentive PSUs or RSUs

EPS

OEPS

Strong Multi-Year Relative TSR

Returned Significant Value to Stockholders

*  Total does not foot due to rounding.

Calculations reflect the average mix of compensation assuming each NEO is paid his or her annual target total direct compensation as described on page 39, with incentive compensation elements paid in the form set forth below.

Excludes Ms. Engle, whose 2018 target incentive compensation elements were determined in connection with her commencement of employment as 50% cash, 25% PSUs and 25% RSUs.

Annual Target Total

Direct Compensation

Scharf

$15,250,000

$16,500,000

Santomassimo

$3,000,000

$3,500,000

Engle

$4,700,000

$5,300,000

Gibbons

$6,850,000

$7,500,000

Harris

$7,350,000

$8,000,000

Corporate Component. The corporate component of the balanced scorecard is based on a single set of objective company-wide performance metrics that are designed to drive achievement of near-term business strategies. The HRC Committee establishes the applicable metric or metrics at the start of the performance period and has discretion to consider other factors to obtain a holistic picture of our performance. The HRC Committee established the 2018 corporate component weighting for each named executive officer at 100%, providing for a payout determination that is exclusively tied to company-wide performance and subject to adjustment based on individual performance (including, for business unit heads, business unit performance).

Individual Modifier. The individual modifier portion of the balanced scorecard provides an opportunity to recognize and differentiate individual actions and contributions in final pay decisions. In prior years, the individual modifier could apply to increase or decrease an incentive award by up to ± 25%. For 2018, the HRC Committee enhanced the impact of the individual modifier to permit incentive award increases of up to 50% and decreases of up to 100%, providing greater differentiation based on individual performance. Additionally, the HRC Committee eliminated the business-unit component as a stand-alone portion of our 2018 balanced scorecard, which previously applied to certain executives whose roles are business-unit focused.

In calculating the number of PSUs and RSUs to grant, the HRC Committee divided the value of PSUs and RSUs awarded by $49.25, the average closing price of our common stock on the NYSE for the 15 trading days from January 2, 2019 through January 23, 2019, to mitigate the impact of short-term volatility in our stock price.

OEPS

> $4.90

$4.08 – $4.90

$3.47 – $4.08

< $3.47

Named Executive Officers

Salary

Total
Incentive as

Awarded Total

Direct

Cash

PSUs⁽²⁾

RSUs⁽²⁾

% of Target

Compensation⁽¹⁾  

Charles W. Scharf

Chairman & CEO

Michael P. Santomassimo

CFO

Bridget E. Engle

Senior Executive Vice President &

Chief Information Officer

Thomas P. (“Todd”) Gibbons

Vice Chair & CEO, BNY Mellon Clearing, Markets and Client Management

Mitchell E. Harris

CEO of Investment Management

The amounts reported as Awarded Total Direct Compensation differ substantially from the amounts determined under SEC rules as reported for 2018 in the “Total” column of the Summary Compensation Table set forth on page 53. The above table is not a substitute for the Summary Compensation Table.

PSUs are generally earned between 0% — 150% based on the achievement of performance metrics over the 2019 — 2021 performance period. RSUs generally vest in equal installments over three years.

maintenance of an appropriate compliance program, including adhering to our compliance rules and programs;

protection of the company’s reputation, including reviewing our business practices to ensure that they comply with laws, regulations and policies, and that business decisions are free from actual or perceived conflicts;

management of operational risk, including managing operational losses and maintaining proper controls;

compliance with all applicable credit, market and liquidity risk limits, including understanding and monitoring risks associated with relevant businesses and new client acceptance, as well as appropriately resolving or escalating risk issues to minimize losses; and

meeting Internal Audit expectations, including establishing an appropriate governance culture, achieving acceptable audit results and remediating control issues in a timely manner.

Average Revenue Growth, as adjusted ($ in millions)

Average Operating

Margin, as adjusted

$0

$150

$200

$275

$350

$425

35%

34%

33%

32%

31%

30% or less

Our policy regarding corporate aircraft usage provides that the CEO should make reasonable use of the company aircraft for security purposes and to make the most efficient use of his time, including with respect to personal travel. The HRC Committee receives and reviews an aircraft usage report on a semi-annual basis.

Mr. Gibbons is covered by a legacy life insurance policy assumed in the merger.

We have consistently received support for our executive
compensation program, with stockholder approval at our
2018, 2017 and 2016 Annual Meetings of 98%, 98% and
97%, respectively. We continue to actively engage with
our stakeholders throughout the year (including
webcasting our Annual Meeting to allow broader
stockholder participation).

In total, in advance of our 2019 Annual Meeting and as a
result of our annual outreach process, we reached out to
investors representing over 51% of our outstanding

98% of stockholders approved our 2018 say-on-pay proposal

Directly link pay to

performance

• Incentive compensation is based on balanced scorecard results, including operating performance, and comprises about 91% of target total direct compensation

• Incentive compensation deferred in the form of PSUs comprises 50% of target total incentive compensation for our CEO and generally comprises 45% for other named executive officers

• Incentive compensation deferred in the form of RSUs comprises 25% of target total incentive compensation for all our named executive officers

Balanced approach for  

incentive

compensation

• Incentive compensation earned based on a combination of corporate and individual performance, including business unit performance, as applicable

• Corporate component based on OEPS, with the HRC Committee retaining discretion to consider other factors

• Individual modifier allows the HRC Committee to recognize and differentiate individual contributions, including contributions to business unit performance as applicable

Promote long-term

stock ownership

• Deferred equity (PSUs and RSUs) as a percentage of target total incentive compensation: 75% for our CEO and generally 70% for our other named executive officers

• PSUs cliff vest after the end of a three-year performance period, and RSUs vest in equal installments over three years

• Our CEO must acquire and retain company stock equal to six times base salary, and other named executive officers must acquire and retain stock equal to four times base salary, in each case plus an additional amount equal to one times base salary to provide a cushion against stock volatility

What we don’t do

• No single-trigger change-in-control benefits

• No excessive severance benefits

• No excessive perquisites or benefits

• No tax gross-ups

• No hedging or short sales of our stock

• No dividend equivalents paid on unearned incentive PSUs or RSUs

• No stock option grants

Peer Group

The HRC Committee and our management use a peer group to provide a basis for assessing relative company performance and to provide a competitive reference for pay levels and practices. In evaluating and selecting companies for inclusion in the peer group, the HRC Committee targets complex financial companies with which we typically compete for executive talent and business. In particular, the HRC Committee selected these companies based on:

•  mix of businesses (e.g., asset management, asset servicing and clearing services) and other financial services companies with similar business models that operate in a similar regulatory environment;

•  relative size in terms of revenue, market capitalization and assets under management, as well as total assets and net income;

•  position as competitors for customers and clients, executive talent and investment capital; and

• global presence.

The Charles Schwab

Corporation

Franklin Resources, Inc.

JPMorgan Chase & Co.

Morgan Stanley

Northern Trust Corporation

The PNC Financial Services

Group, Inc.

Prudential Financial, Inc.

State Street Corporation

U. S. Bancorp

Wells Fargo & Company

Stock Ownership

Requirement

Stock Retention

Requirement*

 Must retain shares of our common stock equal 

to six times base salary

50% of net after-tax shares must be held until