AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Operating scale is demonstrated, but comparative cost superiority, network effects and switching barriers are not established.
durability · — · The difficult-to-replicate platform description is an issuer assertion; the passages do not establish a durable competitive mechanism.
customer dependency · — · Multi-product relationships suggest engagement, but dependence, migration costs and contractual barriers remain unestablished.
erosion resilience · — · Services growth coexists with asset-management outflows and lower-fee demand. These outcomes cannot establish resilience of an unidentified structural advantage.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Fee changes are disclosed, but market values, activity and AUM mix prevent isolation of realized prices. Lower-fee product demand is adverse context, not proof of an actual company-wide price cut.
retention · 2/4 · Net new services business, higher client activity and growing multi-product relationships provide indirect demand evidence. Long-term investment-strategy outflows offset that strength; gross retention and renewals are unavailable.
margin resilience · 3/4 · Positive operating leverage over 2022–2025 and higher first-half 2026 operating margins demonstrate resilience over the disclosed period. Market values, interest income and expense control contribute, so this does not prove pricing power.
contractual freedom · — · Competitive pricing factors are described, but customer repricing rights, fee-setting provisions and contractual constraints are absent.
Predictability98
Financial-sector stability over five consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.91
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 4.23
Financial strength56
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · June 2026 external TLAC was 27.1% of RWA against a 21.5% buffered requirement and 12.8% of leverage exposure against 8.0%. December 2025 Standardized CET1 was 11.9%. This supports a qualified assessment, but TLAC is not CET1 and the supplied passages omit applicable CET1 requirements and current CET1 and leverage capital ratios.
liquidity funding · 2/4 · Average LCR remained 111%, with June adjusted HQLA of $186 billion. Deposits increased to approximately $371 billion, but adjusted liquidity declined from March and deposit concentration, uninsured balances and stress behavior are unavailable.
asset liability risk · 2/4 · First-half credit provisions were a net release, but available-for-sale after-tax unrealized losses increased to $532 million as rates rose, and held-to-maturity fair value was below carrying value. Detailed credit deterioration and interest-rate sensitivities are absent, supporting a mixed assessment.
earnings resilience · 3/4 · Reported common earnings remained positive across 2021–2025, recovered strongly after 2022 and increased to $3.258 billion in first-half 2026 from $2.540 billion. This demonstrates resilience through the supplied periods, without establishing performance in every stress scenario.
Capital allocation56
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 3/4 · GAAP common ROE improved to 13.9% in 2025 and 16.6% annualized in first-half 2026. The higher 30.3% first-half tangible return is explicitly Non-GAAP and excludes goodwill and intangibles; it is not interchangeable with GAAP ROE.
distributions and buffers · 2/4 · First-half repurchases cost approximately $2.1 billion and total cash dividends paid were $887 million, alongside $3.258 billion of common earnings. TLAC exceeded disclosed buffered requirements, but complete common-equity and leverage headroom is unavailable. Authorizations and approved future dividends are not treated as completed distributions.
dilution and cost · 2/4 · Actual common and diluted share counts fell year over year as repurchases exceeded issuance. However, the CEO's additional RSUs and 869,263 options create compensation and potential dilution costs, and total stock-compensation expense and complete preferred financing costs are not supplied.
investment discipline · 2/4 · Premises and capitalized-software purchases increased to $1.104 billion from $679 million. Earnings growth, operating leverage and net new services business provide indirect support for reinvestment outcomes, but project-level returns and acquisition outcomes are not established.
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · Improving GAAP returns, lower share counts and actual distributions supported by earnings demonstrate discipline. Substantial software and premises spending has not been linked to separately measured investment returns, and complete capital-buffer evidence is missing.
incentive alignment · 2/4 · Granted PSUs use three-year adjusted ROTCE and relative TSR, with forfeiture and clawback provisions. Alignment is mixed because the additional $25 million RSU award and options have disclosed service-based vesting, while removal of target compensation increases discretion. These are granted arrangements, not evidence of future vesting or ownership compliance.
execution · 3/4 · GAAP common earnings rose from $2.345 billion in 2022 to $5.306 billion in 2025 and increased again in first-half 2026. Net new services business supports commercial execution; platform adoption is an issuer-reported milestone rather than proven incremental returns.
governance · 3/4 · Disclosed shareholder rights, independent lead-director powers, executive sessions and independent Risk and Audit Committees provide substantial safeguards. The combined chairman and CEO role concentrates authority, and these practices do not establish exceptional oversight outcomes.
Evidence
revenue as a percentage of total revenue 37 % 36 % 36 % 36 % 35 % Pre-tax operating margin 39.8 % 37.3 % 36.6 % 38.6 % 34.2 % Net interest margin 1.45 % 1.38 % 1.27 % 1.42 % 1.29 % Net interest margin on a fully taxable equivalent (“FTE”) basis – Non-GAAP (b) 1.45 % 1.38 % 1.27 % 1.42 % 1.29 % Assets under custody and/or administration (“AUC/A”) at period end (in trillions) (c) $ 62.6 $ 59.4 $ 55.8 $ 62.6 $ 55.8 Assets under management (“AUM”) at period end (in trillions) (d) $ 2.2 $ 2.1 $ 2.1 $ 2.2 $ 2.1 Average common shares and equivalents outstanding (in thousands): Basic 686,125 691,178 714,799 688,759 718,039 Diluted 692,223 698,164 720,007 695,514 723,826 Selected average balances: Interest-earning assets $ 397,635 $ 396,310 $ 375,542 $ 396,977 $ 365,172 Total assets $ 464,770 $ 461,928 $ 438,608 $ 463,357 $ 427,289 Interest-bearing deposits $ 259,221 $ 263,497 $ 250,688 $ 261,347 $ 242,586 Noninterest-bearing deposits $ 54,815 $ 54,949 $ 49,610 $ 54,882 $ 48,880 Long-term debt $ 31,029 $ 32,542 $ 31,805 $ 31,781 $ 31,512 Preferred stock $ 5,274 $ 4,984 $ 5,331 $ 5,130 $ 4,949 Total The Bank of New York Mellon Corporation common shareholders’ equity $ 39,535 $ 39,448 $ 37,892 $ 39,492 $ 37,438 Other information at period end: Cash dividends per common share $ 0.53 $ 0.53 $ 0.47 $ 1.06 $ 0.94 Common dividend payout ratio 22 % 24 % 25 % 23 % 27 % Common dividend yield (annualized) 1.5 % 1.8 % 2.1 % 1.5 % 2.1 % Closing stock price per common share $ 144.61 $ 118.63 $ 91.11 $ 144.61 $ 91.11 Market capitalization $ 98,118 $ 81,425 $ 64,254 $ 98,118 $ 64,254 Book value per common share $ 58.82 $ 57.48 $ 54.76 $ 58.82 $ 54.76 Tangible book value per common share – Non-GAAP (a) $ 32.81 $ 31.75 $ 29.57 $ 32.81 $ 29.57 Full-time employees 46,500 47,200 49,900 46,500 49,900 Common shares outstanding (in thousands) 678,504 686,379 705,241 678,504 705,241 2 BNY Consolidated Financial Highlights (unaudited) (continued) Regulatory capital and other ratios June 30, 2026 Dec.
Consolidated Financial Highlights, page 2: AUC/A, margins, shares and dividends · Filed 31/07/2026
BNY has a unique combination of market-leading businesses that together represent a set of highly adjacent financial services platforms operating at the center of global financial markets—difficult to replicate at scale and increasingly valuable to our clients.
Proxy introduction: management's platform differentiation claim · Filed 05/03/2026
The HRC Committee approved compensation that recognizes our leadership team’s success in advancing key initiatives in 2025: • Serving Our Clients as One BNY: Achieved record sales performance, growth in the number of multi-product client relationships, and successful new client acquisitions; made continued investments in our new commercial model, including senior talent across target countries and client segments, training and tooling.
HRC Committee letter, page 47: sales and multi-product client relationships · Filed 05/03/2026
• Unlocking Scale and Growth Across Our Platforms: As of year-end 2025, established more than 70% of employees working in the platforms operating model — our system for organizing work, driving priorities and delivering business results while managing risk.
HRC Committee letter: platform operating-model adoption · Filed 05/03/2026
From 2022-2025, annualized adjusted revenue growth of 6%(1), in combination with annualized adjusted noninterest-expense growth of 3%(1), generated positive operating leverage, pre-tax margin expansion, improved profitability, and annualized operating earnings per share (“EPS”) growth of 18%(1).
Compensation discussion: 2022–2025 adjusted revenue, expense and EPS growth · Filed 05/03/2026
Our Securities Services and Market and Wealth Services businesses compete with domestic and international financial services firms that offer custody services, corporate trust services, clearing services, collateral management services, credit services, securities brokerage, foreign exchange services, derivatives, depositary receipt services and integrated cash management solutions and related products, as well as a wide range of technology service providers, such as financial services data processing firms.
Business—Competition: Securities Services and Market and Wealth Services competitor categories · Filed 25/02/2026
Our competitive position may be affected by institutions that are not similarly subject to extensive regulation, such as financial technology firms, and as further technological advances enable more companies, such as financial technology firms, to provide financial services.
Business—Competition: technology and regulatory asymmetry · Filed 25/02/2026
Net long-term strategy outflows were $21 billion in the second quarter of 2026, driven by liability-driven, index and equity investments, partially offset by inflows of fixed income investments.
Investment and Wealth Management, page 18: second-quarter long-term strategy outflows · Filed 31/07/2026
Market and regulatory trends have resulted in increased demand for lower fee asset management products and for performance-based fees.
Investment and Wealth Management: lower-fee product demand · Filed 31/07/2026
The 11% increase in investment services fees BNY 7 primarily reflects net new business, higher client activity and higher market values.
Fee and other revenue, page 7: investment-services fee growth drivers · Filed 31/07/2026
Investment management and performance fees increased 6%, primarily reflecting higher market values, partially offset by the mix of AUM flows.
Fee and other revenue: investment-management fee growth drivers · Filed 31/07/2026
Investment management and performance fees decreased by 2%, while foreign exchange revenue increased by 3%.
Compensation discussion: 2025 investment-management fees and foreign-exchange revenue · Filed 05/03/2026
97 Index to Exhibits 98 Signature 100 The Bank of New York Mellon Corporation (and its subsidiaries) Consolidated Financial Highlights (unaudited) Quarter ended Year-to-date (dollars in millions, except per share amounts and unless otherwise noted) June 30, 2026 March 31, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Results applicable to common shareholders of The Bank of New York Mellon Corporation: Net income $ 1,696 $ 1,562 $ 1,391 $ 3,258 $ 2,540 Basic earnings per share $ 2.47 $ 2.26 $ 1.95 $ 4.73 $ 3.54 Diluted earnings per share $ 2.45 $ 2.24 $ 1.93 $ 4.68 $ 3.51 Fee and other revenue $ 4,252 $ 4,039 $ 3,825 $ 8,291 $ 7,458 Net interest income 1,446 1,370 1,203 2,816 2,362 Total revenue $ 5,698 $ 5,409 $ 5,028 $ 11,107 $ 9,820 Return on common shareholders’ equity (annualized) 17.2 % 16.1 % 14.7 % 16.6 % 13.7 % Return on tangible common shareholders’ equity (annualized) – Non-GAAP (a) 31.3 % 29.3 % 27.8 % 30.3 % 26.0 % Fee revenue as a percentage of total revenue 71 % 70 % 72 % 70 % 72 % Non-U.S.
Consolidated Financial Highlights, page 2: earnings, revenue and returns on equity · Filed 31/07/2026
110 BNY 2026 PROXY STATEMENT Table of Contents ANNEX A: NON-GAAP RECONCILIATIONS Return on common equity and return on tangible common equity reconciliation (dollars in millions) 2025 2024 2023 2022 2021(a) 2025 vs 2024 Net income applicable to common shareholders of The Bank of New York Mellon Corporation—GAAP $ 5,306 $ 4,336 $ 3,067 $ 2,345 $ 3,552 Add: Amortization of intangible assets 45 50 57 67 82 Less: Tax impact of amortization of intangible assets 11 12 14 16 20 Adjusted net income applicable to common shareholders of The Bank of New York Mellon Corporation, excluding amortization of intangible assets—Non-GAAP $ 5,340 $ 4,374 $ 3,110 $ 2,396 $ 3,614 Reduction in the fair value of a contingent consideration receivable(b) — — (144 ) — — Disposal gain (loss)(b) 41 — (5 ) (12 ) — Revenue reduction related to Russia, primarily accelerated amortization of deferred costs for depositary receipt services(c) — — — (67 ) — Net loss from repositioning the securities portfolio(b) — — — (343 ) — Severance expense(d) (165 ) (183 ) (205 ) (166 ) — Litigation reserves(d) 7 (41 ) (91 ) (125 ) — FDIC special assessment(d) 48 48 (482 ) — — Goodwill impairment — — — (665 ) — Notable items in 2021 include litigation reserves, severance expense and gains on disposals — — — — (85 ) Adjusted net income applicable to common shareholders of The Bank of New York Mellon Corporation, excluding amortization of intangible assets and notable items—Non-GAAP $ 5,409 $ 4,550 $ 4,037 $ 3,774 $ 3,699 Average common shareholders’ equity $ 38,167 $ 36,413 $ 35,767 $ 36,067 $ 39,695 Less: Average goodwill 16,733 16,316 16,204 17,060 17,492 Average intangible assets 2,842 2,839 2,880 2,939 2,979 Add: Deferred tax liability—tax deductible goodwill 1,227 1,221 1,205 1,181 1,178 Deferred tax liability—intangible assets 662 665 657 660 676 Average tangible common shareholders’ equity—Non-GAAP $ 20,481 $ 19,144 $ 18,545 $ 17,909 $ 21,078 Return on common equity—GAAP 13.9% 11.9% 8.6% 6.5% 8.9% 199 bps Adjusted return on common equity—Non-GAAP 14.1% 12.4% 11.2% 10.3% 9.2% 169 bps Return on tangible common equity—Non-GAAP 26.1% 22.8% 16.8% 13.4% 17.1% 323 bps Adjusted return on tangible common equity—Non-GAAP 26.4% 23.8% 21.8% 21.1% 17.6% 265 bps Three-year average adjusted return on tangible common shareholders’ equity—Non-GAAP 24.0% (a) Results for 2021 were not restated to reflect the retrospective application of adopting new accounting guidance in 2024 related to our investments in renewable energy projects using the proportional amortization method (Accounting Standards Update 2023-02).
Annex A, page 110: GAAP earnings and equity-return reconciliation, 2021–2025 · Filed 05/03/2026
48 BNY The Bank of New York Mellon Corporation (and its subsidiaries) Consolidated Statement of Cash Flows (unaudited) Six months ended June 30, (in millions) 2026 2025 Operating activities Net income $ 3,422 $ 2,657 Net (income) loss attributable to noncontrolling interests (29) (14) Net income applicable to shareholders of The Bank of New York Mellon Corporation 3,393 2,643 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Provision for credit losses (15) 1 Pension plan contributions (2) (1) Depreciation and amortization 813 872 Deferred tax expense (benefit) (81) 203 Net investment securities losses 75 35 Change in trading assets and liabilities (3,527) 2,633 Change in accruals and other, net (1,207) (3,777) Net cash provided by (used for) operating activities (551) 2,609 Investing activities Net change in: Interest-bearing deposits with banks (965) (576) Interest-bearing deposits with the Federal Reserve and other central banks (24,011) (42,122) Federal funds sold and securities purchased under resale agreements (4,049) (4,377) Held-to-maturity securities: Purchases (5,135) (2,394) Proceeds from paydowns and maturities 5,268 3,383 Available-for-sale securities: Purchases (19,421) (18,730) Proceeds from sales 5,939 5,119 Proceeds from paydowns and maturities 7,217 7,517 Net change in loans (8,204) (1,366) Purchases of premises and equipment/capitalized software (1,104) (679) Other, net (1,047) (325) Net cash provided by (used for) investing activities (45,512) (54,550) Financing activities Net change in: Deposits 39,890 49,282 Federal funds purchased and securities sold under repurchase agreements 7,130 1,353 Payables to customers and broker-dealers 3,862 1,200 Commercial paper 2,813 2,061 Other borrowed funds 40 45 Net proceeds from the issuance of long-term debt 3,043 5,737 Repayments, redemptions and repurchases of long-term debt (4,203) (3,859) Issuance of common stock 10 9 Treasury stock acquired (2,086) (1,641) Issuance of preferred stock 495 988 Preferred stock redemption (583) — Cash dividends paid (887) (792) Other, net (3) 22 Net cash provided by (used for) financing activities 49,521 54,405 Effect of exchange rate changes on cash (33) 273 Change in cash and due from banks and restricted cash Change in cash and due from banks and restricted cash 3,425 2,737 Cash and due from banks and restricted cash at beginning of period 7,959 5,577 Cash and due from banks and restricted cash at end of period $ 11,384 $ 8,314 Cash and due from banks and restricted cash Cash and due from banks at end of period (unrestricted cash) $ 7,483 $ 5,699 Restricted cash at end of period 3,901 2,615 Cash and due from banks and restricted cash at end of period $ 11,384 $ 8,314 Supplemental disclosures Interest paid $ 9,004 $ 10,275 Income taxes paid 626 702 Income taxes refunded 266 11 See accompanying unaudited Notes to Consolidated Financial Statements.
Consolidated Statement of Cash Flows, page 48: spending, financing and distributions · Filed 31/07/2026
TLAC and LTD ratios June 30, 2026 Minimum required Minimum ratios with buffers Ratios Eligible external TLAC: As a percentage of RWA 18.0 % 21.5 % 27.1 % As a percentage of total leverage exposure 7.5 % 8.0 % 12.8 % Eligible external LTD: As a percentage of RWA 7.5 % N/A 12.6 % As a percentage of total leverage exposure 2.5 % 3.0% 5.9 % N/A – Not applicable.
Capital: TLAC and long-term debt ratios and applicable requirements · Filed 31/07/2026
2025 Performance Assessment: This threshold funding goal was met for 2025, with a common equity Tier 1 ratio of 11.9% at December 31, 2025, calculated under the Standardized Approach.
Compensation funding assessment: December 2025 Standardized Approach CET1 ratio · Filed 05/03/2026
Consolidated HQLA and LCR June 30, 2026 March 31, 2026 (dollars in billions) Cash (a) $ 138 $ 169 Securities (b) 113 115 Total consolidated HQLA (c) $ 251 $ 284 Total consolidated HQLA – average (c) $ 198 $ 212 Average consolidated LCR 111 % 111 % (a) Primarily includes cash on deposit with central banks.
Liquidity: consolidated HQLA and average LCR · Filed 31/07/2026
After haircuts and the impact of trapped liquidity, consolidated HQLA totaled $186 billion at June 30, 2026 and $223 billion at March 31, 2026, and averaged $142 billion for the second quarter of 2026 and $150 billion for the first quarter of 2026.
Liquidity: HQLA after haircuts and trapped-liquidity adjustments · Filed 31/07/2026
offices 105,356 102,790 Total deposits 370,541 331,894 Federal funds purchased and securities sold under repurchase agreements 26,114 18,992 Trading liabilities 5,299 6,135 Payables to customers and broker-dealers 25,734 21,872 Commercial paper 4,816 2,003 Other borrowed funds 401 422 Accrued taxes and other expenses 4,906 5,544 Other liabilities (including allowance for credit losses on lending-related commitments of $90 and $74, also includes $662 and $617, at fair value) 11,492 8,757 Long-term debt 30,368 31,873 Total liabilities 479,671 427,492 Temporary equity Redeemable noncontrolling interests 84 87 Permanent equity Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued 48,001 and 48,826 shares 4,754 4,836 Common stock – par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,423,508,028 and 1,416,966,905 shares 14 14 Additional paid-in capital 30,348 29,907 Retained earnings 48,907 46,396 Accumulated other comprehensive loss, net of tax (3,455) (3,035) Less: Treasury stock of 745,003,886 and 728,730,568 common shares, at cost (35,904) (33,805) Total The Bank of New York Mellon Corporation shareholders’ equity 44,664 44,313 Nonredeemable noncontrolling interests of consolidated investment management funds 600 408 Total permanent equity 45,264 44,721 Total liabilities, temporary equity and permanent equity $ 525,019 $ 472,300 See accompanying unaudited Notes to Consolidated Financial Statements.
Consolidated Balance Sheet: deposits, funding, equity and treasury shares · Filed 31/07/2026
The unrealized loss (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income was $532 million at June 30, 2026, compared with $241 million at Dec.
Capital: after-tax available-for-sale securities unrealized loss · Filed 31/07/2026
31, 2025. The increase in the net unrealized loss, including the impact of hedges, primarily reflects the impact of higher interest rates.
Capital: interest-rate explanation for increased unrealized loss · Filed 31/07/2026
31, 2025 (dollars in millions, except per share amounts) Assets Cash and due from banks, net of allowance for credit losses of $21 and $19 $ 7,483 $ 5,111 Interest-bearing deposits with the Federal Reserve and other central banks 139,400 116,009 Interest-bearing deposits with banks, net of allowance for credit losses of $3 and $3 (includes restricted of $3,901 and $2,848) 12,276 10,397 Federal funds sold and securities purchased under resale agreements 48,937 44,892 Investment securities: Held-to-maturity, at amortized cost, net of allowance for credit losses of less than $1 and less than $1 (fair value of $45,317 and $45,377) 48,256 48,094 Available-for-sale, at fair value (amortized cost of $108,103 and $102,422, net of allowance for credit losses of $— and $—) 107,400 102,106 Total investment securities 155,656 150,200 Trading assets 16,836 14,276 Loans 88,741 80,615 Allowance for credit losses (222) (245) Net loans 88,519 80,370 Premises and equipment 3,910 3,581 Accrued interest receivable 1,473 1,435 Goodwill 16,731 16,767 Intangible assets 2,800 2,822 Other assets, net of allowance for credit losses on accounts receivable of $3 and $3 (includes $2,125 and $1,666, at fair value) 30,998 26,440 Total assets $ 525,019 $ 472,300 Liabilities Deposits: Noninterest-bearing deposits (principally U.S.
Consolidated Balance Sheet: securities values, loans and credit allowances · Filed 31/07/2026
In the first six months of 2026, we repurchased 16.3 million BNY 33 common shares at an average price of $128.20 per common share for a total cost of $2.1 billion.
Capital, page 33: actual first-half 2026 share repurchases · Filed 31/07/2026
Robust Stockholder Rights Active, Independent Board Our Culture • Annual election of directors • Special meeting rights for stockholders, individually or in a group, holding 20% of our outstanding common stock • Written consent rights that allow stockholders representing at least the minimum number of votes that would be necessary to take action at a meeting to take the action without formally meeting • Proxy access allows stockholders, individually or in a group of up to 20, holding 3% of our outstanding stock for at least three years, to nominate up to 20% of the Board • Majority voting in uncontested director elections (each director must be elected by a majority of votes cast) • A director who does not receive a majority of votes cast is required to tender his or her resignation upon certification of the vote • No supermajority voting: Stockholder actions require only a majority of votes cast (not a majority of shares present and entitled to vote) • No “poison pill” (stockholders’ rights plan) • Independent board comprised solely of independent directors, other than our CEO, who meet in regular executive sessions without management • Strong independent board leadership: A strong independent lead director (“Lead Director”) appointed by the independent directors acts as a key liaison between independent directors and the Chairman of the Board and CEO • The Lead Director role is robust with clear and comprehensive duties, including approving board agendas, authority to call special meetings of the independent directors, and setting agendas for executive sessions and meetings of the independent directors.
Proxy introduction, page 3: shareholder rights and independent board leadership · Filed 05/03/2026
Independent directors convene in closed session following every Board and committee meeting without management present, enabling unfiltered discussion of management performance, organizational strategy, and emerging risks.
Board leadership: independent director executive sessions · Filed 05/03/2026
The Risk Committee and Audit Committee, which consist entirely of independent directors, provide focused oversight of enterprise risk, regulatory relationships, compliance, financial accuracy, and internal controls.
Board leadership: independent Risk and Audit Committees · Filed 05/03/2026
The HRC Committee determined that the earnout for the 2026 PSU grants (granted in 2026 for 2025 performance) will continue to be based on the company’s return on Adjusted ROTCE and relative TSR over a three-year performance period (2026-2028).
Compensation discussion: granted 2026 PSUs and 2026–2028 performance conditions · Filed 05/03/2026
In addition, each NEO’s equity awards are subject to 100% forfeiture during the vesting period and clawback following settlement of such awards, and NEOs’ cash incentive awards are subject to 100% clawback, in each case based on ongoing risk assessments, under our comprehensive clawback policies.
Compensation risk controls: equity forfeiture and incentive clawbacks · Filed 05/03/2026
• Consists of RSUs with a grant date value of $25 million and 869,263 stock options, granted under the 2023 Long-Term Incentive Plan.
CEO transformation and retention award: RSU value and stock options granted · Filed 05/03/2026
Vesting and Service Condition • Both RSUs and options vest in two equal installments on the 5th and 6th anniversaries of the grant date.
CEO transformation and retention award: fifth- and sixth-anniversary vesting · Filed 05/03/2026
• Vesting is contingent on Mr. Vince’s continued employment through each vesting date.
CEO transformation and retention award: continued-employment condition · Filed 05/03/2026
Commencing with the 2025 performance year, the HRC Committee determined not to maintain a target total compensation structure for our NEOs to provide more flexibility and to better align our executive compensation program with the company’s most comparable peers.
Compensation discussion: removal of target total compensation structure · Filed 05/03/2026
Noninterest expense of $686 million increased 5% compared with the second quarter of 2025, primarily reflecting higher revenue-related expenses, investments and employee salary increases, partially offset by efficiency savings.
Investment and Wealth Management: expense growth, investments and efficiency savings · Filed 31/07/2026
If BNY maintains risk-based ratio or leverage TLAC measures above the minimum required level, but with a risk-based ratio or leverage below the minimum level with buffers, we will face constraints on dividends, equity repurchases and discretionary executive compensation based on the amount of the shortfall and eligible retained income.
Capital: distribution restrictions associated with TLAC buffers · Filed 31/07/2026
Competition is based on a number of factors including, among others, customer service and convenience, transaction execution, capital or access to capital, quality and range of products and services offered, performance, technological innovation and expertise, including adaptation to technological change, price, reputation and lending limits.
Business—Competition: price and other competitive factors · Filed 25/02/2026
or The Bank of New York Mellon SA/NV, could increase the cost of funding and borrowing to us and our rated subsidiaries and have a material adverse effect on our business, financial condition and results of operations and on the value of the securities we issue; •the application of our Title I preferred resolution strategy or resolution under the Title II orderly BNY 95 Forward-looking Statements (continued) liquidation authority could adversely affect the Parent’s liquidity and financial condition and the Parent’s security holders; •new lines of business, new products and services or transformational or strategic project initiatives subject us to new or additional risks, and the failure to implement these initiatives could affect our results of operations; •our strategic transactions present risks and uncertainties and could have an adverse effect on our business, financial condition and results of operations; •we may not realize some or all of the expected benefits of our transition to a platforms operating model; •we are subject to competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability; •our businesses may be negatively affected by adverse events, publicity, government scrutiny or other reputational harm; •impacts from geopolitical events, acts of terrorism, war, extreme weather and other natural disasters, pandemics and other similar events may have a negative impact on our business and operations; •differing expectations for sustainability-related initiatives across client segments and local markets could adversely affect our business, affect client activity levels, subject us to additional regulatory requirements and damage our reputation; •tax law changes or challenges to our tax positions with respect to historical transactions may adversely affect our net income, effective tax rate and our overall results of operations and financial condition; and •changes in accounting standards governing the preparation of our financial statements and future events could have a material impact on our reported financial condition, results of operations, cash flows and other financial data.
Forward-looking risk disclosures: platform execution and competition risks · Filed 31/07/2026