BANK OF NEW YORK MELLON CORP (BK)
Sector: Financials
2026 Annual Meeting Analysis
BANK OF NEW YORK MELLON CORP · Meeting: April 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Independent director with relevant energy and financial services board experience; BK's 3-year total return of +156% outperforms the peer group median by +101 percentage points, well above the 50-point threshold required to trigger a vote against, and no other policy flags apply.
Independent Lead Director and former Deloitte CEO with strong financial and governance expertise; serves on 2 outside public company boards (Pfizer and Unum Group), within the 3-board limit for non-executive directors, and BK's strong outperformance clears the TSR trigger by a wide margin.
Independent director with technology and cybersecurity expertise relevant to BNY's operations; holds no outside public company board seats, well within limits, and BK's peer-leading stock performance raises no TSR concerns.
Independent director with deep financial services and regulatory experience; serves on 1 outside public company board (FIS as Independent Chairman), within policy limits, and BK's strong TSR outperformance clears the trigger threshold.
Independent director with relevant technology and digital leadership background; holds no outside public company board seats and BK's 3-year TSR outperformance of +101 percentage points above the peer median is well above the 50-point threshold needed to trigger a vote against.
Newly appointed independent director (joined February 2026), exempt from the TSR trigger under the 24-month new-director exemption; brings highly relevant experience as former CEO and current Executive Chairman of Prudential Financial, and holds 1 outside public board seat within policy limits.
Independent director with deep regulatory and risk management expertise from JPMorgan Chase; holds 1 outside public board seat (Terex Corporation), within limits, and BK's strong TSR performance raises no concerns.
Independent HRC Committee Chair with extensive Goldman Sachs treasury and financial services experience; holds 1 outside public board seat (Travelers), within limits, and BK's outstanding 3-year TSR performance clears all policy thresholds.
Independent director who joined in 2024, exempt from the TSR trigger under the 24-month new-director rule; brings relevant banking, fintech, and risk management expertise as former CEO of Bank Leumi and current Managing Partner of Team8, with no outside public company board seats.
CEO and Chairman serving as the sole management director; BK's 3-year TSR of +156% outperforms the peer group median by +101 percentage points, far exceeding the 50-point underperformance threshold needed to trigger a vote against an executive director, and no other policy flags apply.
Independent director with technology and private equity expertise; serves on 2 outside public company boards (IBM and Nasdaq), within the 3-board limit for non-executive directors, and BK's strong peer-relative TSR performance raises no concerns.
All 11 director nominees receive a FOR recommendation. BK's 3-year total shareholder return of +156% outperforms the compensation peer group median by approximately +101 percentage points, well above the 50-point threshold required to trigger a vote against under the strong positive TSR tier of the policy. No directors are overboarded, no familial relationships to senior management are disclosed, attendance averaged approximately 97% across the board, and all committees are composed entirely of independent directors. Two directors (Lowrey and Russak-Aminoach) are exempt from the TSR trigger under the 24-month new-director rule. The board discloses a skills matrix and has multiple designated financial experts on the audit committee.
Say on Pay
✓ FORCEO
Robin Vince
Total Comp
$83,472,970
Prior Support
~95% average over prior three years%
BNY's CEO Robin Vince received total compensation of approximately $83.5 million for 2025, which is high even for a large-cap financial services firm of BNY's size and complexity; this warrants close scrutiny against the CEO benchmark threshold. However, the pay-for-performance alignment is compelling: BNY delivered record net income of $5.3 billion on record revenue of $20.1 billion, a 3-year total shareholder return of +178% that outperforms the S&P 500 Financials Index by more than 2.5 times, and +101 percentage points above the company's own compensation peer group median over three years. The pay structure is heavily weighted toward variable, long-term compensation — 80% of the CEO's incentive is deferred equity, with 60% in performance stock awards tied to 3-year adjusted return on tangible common equity and relative total shareholder return, and the company maintains a robust clawback policy and strong stock ownership requirements — all of which support a FOR vote given the exceptional shareholder value created during the performance period.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$25,556,000
Non-Audit Fees
$25,731,000
The fees paid to KPMG for services beyond the core audit — including audit-related work such as service organization reports and employee benefit plan audits ($23,630,000), tax services ($1,865,000), and other advisory fees ($236,000) — total approximately $25,731,000, which equals about 101% of the core audit fees of $25,556,000. Under our policy, when non-audit fees exceed 50% of audit fees the financial relationship has grown large enough to raise concerns about the auditor's independence from management, and a vote against ratification is warranted. KPMG is a Big 4 firm appropriate in size for a company of BNY's scale, and no material restatements are disclosed, but the fee ratio alone triggers a No vote under policy.
Overall Assessment
The 2026 BNY annual meeting ballot contains three proposals: director elections, Say on Pay, and auditor ratification. All 11 director nominees and the Say on Pay proposal receive FOR recommendations based on BNY's exceptional 3-year total shareholder return and strong pay-for-performance alignment, while KPMG's ratification receives an AGAINST recommendation because non-audit fees exceed 100% of core audit fees, surpassing the 50% policy threshold that raises auditor independence concerns.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing