Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 6, 2022, The Bank of New York Mellon Corporation (the "Company")
announced that the Board of Directors (the "Board") on July 1, 2022 appointed
Dermot McDonogh to the position of Chief Financial Officer ("CFO"), effective
February 1, 2023. Mr. McDonogh will join the Company on November 1, 2022 (the
"Effective Date"), reporting to the Chief Executive Officer. Mr. McDonogh will
succeed Emily Portney as CFO, who has served in that role since July 19, 2020.
Ms. Portney will continue serving as CFO through January 31, 2023, at which time
she will assume a new position leading the Company's Treasury Services, Credit
Services and Clearance & Collateral Management businesses.
Mr. McDonogh, 57, most recently served as the chief operating officer of the
Europe, Middle East, and Africa region for Goldman Sachs International and as
the chief executive officer of Goldman Sachs International Bank since 2015.
Mr. McDonogh has no family relationship with any director or executive officer
of the Company, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
There are no arrangements or understandings between Mr. McDonogh and any person,
including any officer or director of the Company, pursuant to which Mr. McDonogh
was selected to serve as CFO.
On July 1, 2022, the Human Resources and Compensation Committee of the Board
approved the compensation arrangement for Mr. McDonogh in connection with his
appointment as CFO. As of the Effective Date, Mr. McDonogh will receive an
annual base salary of $600,000. His 2022 incentive award has been established at
a minimum of $5,000,000, to be delivered 30% in cash, 30% in restricted stock
units ("RSUs") and 40% in performance share units, in accordance with the
Company's Executive Compensation Program, which is described in the Compensation
Discussion & Analysis section commencing on page 48 of the Company's Definitive
Proxy Statement on Schedule 14A, which was filed with the Securities and
Exchange Commission on March 1, 2022 (the "Proxy Statement"). Mr. McDonogh will
also be entitled to buyout awards that, in the aggregate, may not exceed
$16,500,000, to be delivered in cash and RSUs (with the RSUs anticipated to vest
in annual installments over a six-year period commencing in February 2024), with
the final value of such awards to be calculated as of the Effective Date. All
awards granted to Mr. McDonogh are subject to the Company's clawback and
recoupment policy as described in the Proxy Statement. Mr. McDonogh will also
participate in the Company's Executive Severance Plan as described in the Proxy
Statement.
Item 7.01. Regulation FD Disclosure.
On July 6, 2022, the Company issued a press release announcing the executive
leadership changes set forth in Item 5.02 above. A copy of the Company's press
release is attached hereto as Exhibit 99.1.
The information set forth in Exhibit 99.1 is being furnished pursuant to Item
7.01 of Form 8-K, and the information contained therein shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities under that Section.
Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be
incorporated by reference into the Company's filings under the Securities Act of
1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number. Exhibit Description
99.1 Press Release of The Bank of New York Mellon Corporation, dated
July 6, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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