BNY Mellon

(d) On December 13, 2021, the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) elected Sandie O’Connor as an independent member of the Board, effective immediately. With the election of Ms. O’Connor, the Company’s Board now consists of 13 directors. Ms. O’Connor will receive customary compensation from the Company for serving as a director in accordance with the non-management director compensation program as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 2, 2021. A copy of the Company’s press release relating to the election of Ms. O’Connor as a director is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(b) On February 19, 2021, Jennifer B. Morgan notified the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Corporation”) that she will not stand for re-election as a director of the Corporation at the end of her current term, which expires at the Corporation’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Morgan will continue to serve as a member of the Board and its Audit Committee and Technology Committee until the expiration of her term at the Annual Meeting. Ms. Morgan’s decision not to stand for re-election was not the result of any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies, or practices.

As previously disclosed, on July 19, 2020 the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) appointed Emily Portney as Chief Financial Officer. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2020 to disclose a new compensation arrangement approved by the Human Resources and Compensation Committee of the Board for Ms. Portney. Such compensation arrangement was not available at the time of the original filing. On August 10, 2020, the Human Resources and Compensation Committee of the Board approved a new compensation arrangement for Ms. Portney in connection with her appointment as Chief Financial Officer of the Company. Ms. Portney’s base salary was set at $600,000, effective as of August 10, 2020.

As previously disclosed, on March 30, 2020 the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) appointed Thomas P. (Todd) Gibbons as Chief Executive Officer. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 to disclose a new compensation arrangement approved by the Human Resources and Compensation Committee of the Board for Mr. Gibbons. Such compensation arrangement was not available at the time of the original filing. On August 11, 2020, the Human Resources and Compensation Committee of the Board of the Company approved a new compensation arrangement for Mr. Gibbons in connection with his appointment as Chief Executive Officer of the Company. There will be no change to Mr. Gibbons’ base salary in connection with his appointment. Mr.

(d) On August 10, 2020, the Board of Directors (the “Board’) of The Bank of New York Mellon Corporation (the “Company”) elected Ralph Izzo as an independent member of the Board, effective immediately. Mr. Izzo has been elected to serve on the Audit and the Corporate Governance, Nominating and Social Responsibility Committees of the Board. With the election of Mr. Izzo, the Company’s Board now consists of 11 directors. Mr. Izzo will receive customary compensation from the Company for serving as a director in accordance with the non-management director compensation program as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 3, 2020. A copy of the Company’s press release relating to the election of Mr.

On July 21, 2020, The Bank of New York Mellon Corporation (the “Company”) announced that on July 19, 2020, the Board of Directors of the Company appointed Emily Portney as Chief Financial Officer, effective immediately. Ms. Portney succeeds Michael Santomassimo, who resigned as Chief Financial Officer of the Company, effective as of July 17, 2020. Ms. Portney, age 48, most recently led the client management, sales and service teams for the Company’s Asset Servicing business globally, and oversaw the Americas region for the Asset Servicing business. Prior to joining the Company in 2018, Ms. Portney served as Chief Financial Officer for Barclays International and as the Chief Financial Officer of North America for Visa Inc. Prior to such roles, Ms.

On July 1, 2020, Mitchell E. Harris, senior executive vice president and chief executive officer of investment management of The Bank of New York Mellon Corporation (the “Company”) and a named executive officer of the Company, informed the Company of his decision to retire from the Company effective October 1, 2020.

On April 21, 2020, Lester J. Owens, senior executive vice president and head of operations of The Bank of New York Mellon Corporation (the “Company”) and a named executive officer of the Company, informed the Company of his decision to resign effective July 21, 2020. 2

On March 30, 2020, The Bank of New York Mellon Corporation (the “Company”) announced that the Board of Directors appointed Thomas P. (Todd) Gibbons as Chief Executive Officer, effective immediately. Mr. Gibbons was also appointed Chief Executive Officer of the Company’s wholly-owned principal subsidiary, The Bank of New York Mellon (the “Bank”), effective immediately. He will continue to serve as a director of the Company. Biographical Background Mr. Gibbons, age 63, has served as interim Chief Executive Officer and a member of the Board of Directors since September 27, 2019. He previously served as Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management of the Company from January 2018. He served as Vice Chairman and Chief Financial Officer of the Company from July 2008 to January 2018. Mr.

(b) On December 4, 2019, Steven D. Black notified The Bank of New York Mellon Corporation (the “Corporation”) of his resignation from the Corporation’s Board of Directors effective December 10, 2019. On December 6, 2019, John M. Hinshaw notified the Corporation of his resignation from the Corporation’s Board of Directors effective December 6, 2019. 2

As previously announced on the current report on Form 8-K filed on September 27, 2019, Todd Gibbons was appointed as interim Chief Executive Officer of The Bank of New York Mellon Corporation (“BNY Mellon”). On October 28, 2019, to reflect Mr. Gibbons’ appointment, the Human Resources and Compensation Committee of the Board of Directors (the “HRCC”) of BNY Mellon determined to increase his base salary to $1,250,000 and his 2019 target incentive opportunity to $9,750,000. The base salary increase is retroactive to October 1, 2019, and the 2019 target incentive opportunity is prorated based on service commencing with the fourth quarter. Mr. Gibbons’ effective target incentive opportunity for 2019 is $7,575,000, reflecting his prior target and this proration. Mr.

On September 27, 2019, The Bank of New York Mellon Corporation (the “Company”) announced that the Board of Directors appointed Thomas P. (Todd) Gibbons as interim Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”), effective immediately. Mr. Gibbons was also appointed interim Chief Executive Officer of the Company’s wholly-owned principal subsidiary, The Bank of New York Mellon (the “Bank”), effective immediately. Mr. Gibbons succeeds Charles W. Scharf, who resigned as Chief Executive Officer of the Company, Chairman of the Board and as a director of the Company, and as Chief Executive Officer of the Bank and BNY Mellon, National Association, effective as of September 26, 2019. Biographical Background Mr.

(b) On May 20, 2019, Edward P. Garden notified The Bank of New York Mellon Corporation (the “Corporation”) of his resignation from the Corporation’s Board of Directors effective June 10, 2019. 2

(e) On April 9, 2019, The Bank of New York Mellon Corporation (“BNY Mellon” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, BNY Mellon’s stockholders approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Annex C to BNY Mellon’s definitive proxy statement, dated March 8, 2019 (the “Proxy Statement”) filed with the Securities and Exchange Commission). For a description of the terms and conditions of the Plan, see “Item 5 – Approval of 2019 Long-Term Incentive Plan” in the Proxy Statement, which description is incorporated herein by reference.

(b) On February 20, 2019, Mark A. Nordenberg notified The Bank of New York Mellon Corporation (the “Corporation”) that he would not be standing for re-election to the Corporation’s Board of Directors at the upcoming Annual Meeting of Stockholders to be held on April 9, 2019. 2

(b) On February 26, 2018, John A. Luke, Jr. notified The Bank of New York Mellon Corporation (the “Corporation”) that he would not be standing for re-election to the Corporation’s Board of Directors at the upcoming Annual Meeting of Stockholders to be held on April 10, 2018. 2

On February 12, 2018, the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Corporation”) amended and restated the Executive Severance Plan (the “ESP”), effective immediately, to include specific non-solicit and non-compete provisions that run for the duration of benefits under the ESP, continuing confidentiality provisions for so long as information remains proprietary, and certain other changes. The foregoing summary of the amendments is qualified in its entirety by reference to the amended and restated ESP, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

(b) (c) On November 13, 2017, The Bank of New York Mellon Corporation (the “Company”) announced changes to its organizational and executive leadership structure, effective January 1, 2018. Thomas P. (Todd) Gibbons, currently Vice Chairman and Chief Financial Officer, will be Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management. He will be succeeded as Chief Financial Officer of the Company by Michael P. Santomassimo. Brian T. Shea, currently Vice Chairman and Chief Executive Officer of Investment Services, will be leaving the Company effective December 31, 2017, and will receive severance benefits consistent with his participation in The Bank of New York Mellon Corporation Executive Severance Plan (the “Executive Severance Plan”), discussed in more detail in the Company’s Definitive Proxy Statement dated March 10, 2017 (the “Proxy Statement”). Mr.

(b) On August 14, 2017, Nicholas M. Donofrio notified The Bank of New York Mellon Corporation (the “Corporation”) of his decision to retire from the Corporation’s Board of Directors effective September 30, 2017. 2

(b) (c) (d) On July 17, 2017, The Bank of New York Mellon Corporation (the “Company”) announced that the Board of Directors (the “Board”) appointed Charles W. Scharf, age 52, Chief Executive Officer (“CEO”) and elected him as a director of the Company, each effective immediately. Concurrently, Mr. Scharf was appointed CEO of the Company’s wholly-owned principal subsidiaries, The Bank of New York Mellon (the “Bank”) and BNY Mellon, National Association, also effective immediately. Mr. Scharf succeeds Gerald L. Hassell, 65, who will continue as Chairman of the Board through his retirement on December 31, 2017. On January 1, 2018, Mr. Scharf will become Chairman. Joseph J. Echevarria will continue to serve as the Board’s Lead Director. With the election of Mr. Scharf the Company’s Board now consists of 14 directors. Mr.

(b) On February 24, 2017, Catherine A. Rein notified The Bank of New York Mellon Corporation (the “Corporation”) of her intention to retire from the Corporation’s Board of Directors (the “Board”) at the upcoming Annual Meeting of Stockholders to be held on April 11, 2017 (the “Annual Meeting”) and that she would not be standing for re-election to the Board. 2

(d) On December 1, 2016, the Board of Directors of The Bank of New York Mellon Corporation (the “Company”) elected Linda Z. Cook and Jennifer B. Morgan as independent members of the Company’s Board of Directors, effective immediately. Ms. Cook has been elected to serve on the Company’s Corporate Governance and Nominating and Risk Committees. Ms. Morgan has been elected to serve on the Company’s Audit and Technology Committees. With the election of Ms. Cook and Ms. Morgan, the Company’s Board now consists of 14 directors. Each of Ms. Cook and Ms. Morgan will receive customary compensation from the Company for serving as a director in accordance with the non-management director compensation program as described in the Company’s Definitive Proxy Statement dated March 11, 2016. A copy of the Company’s press release relating to the election of Ms. Cook and Ms.

(d) On September 30, 2016, the Board of Directors of The Bank of New York Mellon Corporation (the “Company”) elected Elizabeth Robinson as an independent member of the Company’s Board of Directors, effective October 3, 2016. Ms. Robinson has also been elected to serve on the Company’s Finance and Risk Committees. With the election of Ms. Robinson, the Company’s Board now consists of 12 directors. Ms. Robinson will receive customary compensation from the Company for serving as a director in accordance with the non-management director compensation program as described in the Company’s Definitive Proxy Statement dated March 11, 2016. A copy of the Company’s press release relating to Ms. Robinson’s election as a director is attached as Exhibit 99.1 to this Current Report on Form 8-K.

(b) On September 26, 2016, The Bank of New York Mellon Corporation (the “Company”) announced that Karen B. Peetz, President of the Company, intends to retire at the end of 2016. A copy of the Company’s press release relating to Ms. Peetz’ retirement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

(e) At the Annual Meeting of Stockholders (the “Annual Meeting”) of The Bank of New York Mellon Corporation (“BNY Mellon”) on April 12, 2016, BNY Mellon’s stockholders approved The Bank of New York Mellon Corporation 2016 Executive Incentive Compensation Plan (the “EICP”). The EICP is filed as Exhibit 10.1 hereto (incorporated by reference to Annex B to BNY Mellon’s definitive proxy statement, dated March 11, 2016 (the “Proxy Statement”) filed with the Securities and Exchange Commission) and the terms and description of the EICP included in such Proxy Statement are incorporated into this

(b) On March 1, 2016, Wesley W. von Schack, lead director, notified The Bank of New York Mellon Corporation (the “Corporation”) of his resignation from the Board of Directors effective as of the upcoming Annual Meeting of Stockholders to be held on April 12, 2016. As such, Mr. von Schack will not be standing for re-election to the Corporation’s Board of Directors at the Annual Meeting of Stockholders on April 12, 2016. 2

(b) On February 22, 2016, Richard J. Kogan notified The Bank of New York Mellon Corporation (the “Corporation”) of his intention to retire from the Corporation’s Board of Directors (the “Board”) at the upcoming Annual Meeting of Stockholders to be held on April 12, 2016 (the “Annual Meeting”) and that he would not be standing for re-election to the Board. William C. Richardson will also retire from the Board at the Annual Meeting and will not be standing for re-election to the Board, as he reached the retirement age in the Corporation’s Corporate Governance Guidelines. 2

(b) On February 23, 2016, Curtis Y. Arledge, Vice Chairman and CEO of Investment Management announced he will be leaving The Bank of New York Mellon Corporation (the “Company”) to pursue other opportunities outside the Company. Mr. Arledge will receive severance benefits consistent with his participation in The Bank of New York Mellon Corporation Executive Severance Plan (the “Executive Severance Plan”). Additionally, in connection with the establishment of its executive compensation program for the 2016 performance year, on February 19, 2016, the Company amended the Executive Severance Plan to reaffirm that long-term incentive compensation is not included in severance calculations (other than time-vested equity compensation, which has historically been awarded as part of the annual incentive).