Bank of New York Mellon Corp - Annual Report: 2021 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2021
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 001-35651
THE BANK OF NEW YORK MELLON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 13-2614959 | ||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
240 Greenwich Street
New York, New York 10286
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code -- (212) 495-1784
| Securities registered pursuant to Section 12(b) of the Act: Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | BK | New York Stock Exchange | ||||||
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV | BK/P | New York Stock Exchange | ||||||
(fully and unconditionally guaranteed by The Bank of New York Mellon Corporation) | ||||||||
| Securities registered pursuant to Section 12(g) of the Act: | ||||||||
None | ||||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2021, the aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant was $44,195,604,602.
As of January 31, 2022, 804,494,791 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the following parts of this Form 10-K:
The Bank of New York Mellon Corporation 2022 Proxy Statement-Part III
The Bank of New York Mellon Corporation 2021 Annual Report to Shareholders-Parts I, II and IV
Available Information
This Form 10-K filed by The Bank of New York Mellon Corporation (“BNY Mellon” or the “Company”) with the Securities and Exchange Commission (the “SEC”) contains the Exhibits listed on the Index to Exhibits beginning on page 14, including those portions of BNY Mellon’s 2021 Annual Report to Shareholders (the “Annual Report”) which are incorporated herein by reference. The Annual Report and BNY Mellon’s Proxy Statement for its 2022 Annual Meeting (the “Proxy”) will be available on our website at www.bnymellon.com. We also make available on our website, free of charge, the following materials:
•All of our SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any proxy statement mailed by us in connection with the solicitation of proxies;
•Our earnings materials and selected management conference calls and presentations;
•Other regulatory disclosures, including: Pillar 3 Disclosures (and Market Risk Disclosure contained therein); Liquidity Coverage Ratio Disclosures; Federal Financial Institutions Examination Council – Consolidated Reports of Condition and Income for a Bank With Domestic and Foreign Offices; Consolidated Financial Statements for Bank Holding Companies; and the Dodd-Frank Act Stress Test Results for BNY Mellon and The Bank of New York Mellon; and
•Our Corporate Governance Guidelines, Amended and Restated By-laws, Directors’ Code of Conduct and the Charters of the Audit, Finance, Corporate Governance, Nominating and Social Responsibility, Human Resources and Compensation, Risk and Technology Committees of our Board of Directors.
The contents of BNY Mellon’s website or any other websites referenced herein or in the 2021 Annual Report are not part of or incorporated by reference into this Form 10-K.
Forward-looking Statements
In this Form 10-K, and other public disclosures of BNY Mellon, words, such as “estimate,” “forecast,” “project,” “anticipate,” “likely,” “target,” “expect,” “intend,” “continue,” “seek,” “believe,” “plan,” “goal,” “could,” “should,” “would,” “may,” “might,” “will,” “strategy,” “synergies,” “opportunities,” “trends,” “ambition,” “objective,” “aim,” “future,” “potentially,” “outlook” and words of similar meaning, may signify forward-looking statements. Some statements in this document are forward-looking. These include statements about the usefulness of Non-GAAP measures, the future results of BNY Mellon, our businesses, financial, liquidity and capital condition, results of operations, liquidity, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our performance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of money market fee waivers, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses, legal proceedings and other contingencies), human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest revenue, estimates (including those regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets, opportunities, potential actions, growth and initiatives, including the potential effects of the coronavirus pandemic on any of the foregoing.
These forward-looking statements, and other forward-looking statements contained in other public disclosures of BNY Mellon (including those incorporated into this Form 10-K), are based on assumptions that involve risks and uncertainties and that are subject to change based on various important factors (some of which are beyond BNY Mellon’s control), including those factors described in the Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) – Risk Factors.” Actual results may differ materially from those expressed or implied as a result of a number of factors, including those discussed in the “Risk Factors” section of our Annual Report, such as:
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•errors or delays in our operational and transaction processing, or those of third parties, may materially adversely affect our business, financial condition, results of operations and reputation;
•our risk management framework, models and processes may not be effective in identifying or mitigating risk and reducing the potential for losses;
•our business may be adversely affected if we are unable to attract, retain and motivate employees;
•a communications or technology disruption or failure within our infrastructure or the infrastructure of third parties that results in a loss of information, delays our ability to access information or impacts our ability to provide services to our clients may materially adversely affect our business, financial condition and results of operations;
•a cybersecurity incident, or a failure in our computer systems, networks and information, or those of third parties, could result in the theft, loss, unauthorized access to, disclosure, use or alteration of information, system or network failures, or loss of access to information. Any such incident or failure could adversely impact our ability to conduct our businesses, damage our reputation and cause losses;
•we are subject to extensive government rulemaking, policies, regulation and supervision that impact our operations. Changes to and introduction of new rules and regulations have compelled, and in the future may compel, us to change how we manage our businesses, which could have a material adverse effect on our business, financial condition and results of operations;
•regulatory or enforcement actions or litigation could materially adversely affect our results of operations or harm our businesses or reputation;
•a failure or circumvention of our controls and procedures could have a material adverse effect on our business, financial condition, results of operations and reputation;
•we are dependent on fee-based business for a substantial majority of our revenue and our fee-based revenues could be adversely affected by slowing in market activity, weak financial markets, underperformance and/or negative trends in savings rates or in investment preferences;
•weakness and volatility in financial markets and the economy generally may materially adversely affect our business, financial condition and results of operations;
•changes in interest rates and yield curves have had, and may in the future continue to have, a material adverse effect on our profitability;
•we may experience losses on securities related to volatile and illiquid market conditions, reducing our earnings and impacting our financial condition;
•transitions away from and the replacement of LIBOR and other IBORs could adversely impact our business, financial condition and results of operations;
•the failure or perceived weakness of any of our significant clients or counterparties, many of whom are major financial institutions or sovereign entities, and our assumption of credit, counterparty and concentration risk, could expose us to loss and adversely affect our business;
•we could incur losses if our allowance for credit losses, including loan and lending-related commitment reserves, is inadequate or if our expectations of future economic conditions deteriorate;
•our business, financial condition and results of operations could be adversely affected if we do not effectively manage our liquidity;
•failure to satisfy regulatory standards, including “well capitalized” and “well managed” status or capital adequacy and liquidity rules more generally, could result in limitations on our activities and adversely affect our business and financial condition;
•the Parent is a non-operating holding company and, as a result, is dependent on dividends from its subsidiaries and extensions of credit from its IHC to meet its obligations, including with respect to its securities, and to provide funds for share repurchases and payment of dividends to its stockholders;
•our ability to return capital to shareholders is subject to the discretion of our Board of Directors and may be limited by U.S. banking laws and regulations, including those governing capital and capital planning, applicable provisions of Delaware law and our failure to pay full and timely dividends on our preferred stock;
•any material reduction in our credit ratings or the credit ratings of our principal bank subsidiaries,
2 BNY Mellon
The Bank of New York Mellon or BNY Mellon, N.A., 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 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;
•we are subject to competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability;
•our strategic transactions present risks and uncertainties and could have an adverse effect on our business, financial condition and results of operations;
•the coronavirus pandemic is adversely affecting us and creates significant risks and uncertainties for our business, and the ultimate impact of the pandemic on us will depend on future developments, which are highly uncertain and cannot be predicted;
•our businesses may be negatively affected by adverse events, publicity, government scrutiny or other reputational harm;
•climate change concerns could adversely affect our business, affect client activity levels and damage our reputation;
•impacts from natural disasters, climate change, acts of terrorism, pandemics, global conflicts and other geopolitical events may have a negative impact on our business and operations;
•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.
Investors should consider all risk factors discussed in the 2021 Annual Report and any subsequent reports filed with the SEC by BNY Mellon pursuant to the Exchange Act. All forward-looking statements speak only as of the date on which such statements are made, and BNY Mellon undertakes no obligation to update any statement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the occurrence of unanticipated events.
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THE BANK OF NEW YORK MELLON CORPORATION
FORM 10-K INDEX
| PART I | ||||||||
Item 1. | Business | |||||||
| PART II | ||||||||
| PART III | ||||||||
| PART IV | ||||||||
| PART I | ||
ITEM 1. BUSINESS
Description of Business
The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global company headquartered in New York, New York, with $46.7 trillion in assets under custody and/or administration and $2.4 trillion in assets under management as of Dec. 31, 2021. With its subsidiaries, BNY Mellon has been in business since 1784.
We previously divided our businesses into two business segments, Investment Services and Investment and Wealth Management. In the fourth quarter of 2021, we disaggregated our Investment Services business segment into two new business segments, Securities Services and Market and Wealth Services. Our Investment and Wealth Management business segment was not impacted by this resegmentation. We also have an Other segment, which includes the leasing portfolio, corporate treasury activities (including our securities portfolio), derivatives and other trading activity, corporate and bank-owned life insurance, renewable energy and other corporate investments and certain business exits.
For a further discussion of BNY Mellon’s lines of business, products and services, see the “Overview,” “Summary of financial highlights,” “Fee and other revenue,” “Review of business segments” and “International operations” sections in the MD&A section in the Annual Report and Notes 24 and 25 of the Notes to Consolidated Financial Statements in the Annual Report, of which portions are incorporated herein by reference. See the “Available Information” section on page 1 of this Form 10-K, which is incorporated herein by reference, for a description of how to access financial and other information regarding BNY Mellon.
Our two principal U.S. banking subsidiaries engage in trust and custody activities, investment management services, banking services and various securities-related activities. Our two principal U.S. banking subsidiaries are:
•The Bank of New York Mellon, a New York state-chartered bank, which houses our Securities Services businesses, including Asset Servicing and Issuer Services and certain Market and Wealth Services businesses, including Treasury
Services and Clearance and Collateral Management, as well as the bank-advised business of Investment Management; and
•BNY Mellon, National Association (“BNY Mellon, N.A.”), a national bank, which houses our Wealth Management business and certain activities of our Pershing businesses.
We have four other U.S. bank and/or trust company subsidiaries concentrating on trust products and services across the United States: The Bank of New York Mellon Trust Company, National Association, BNY Mellon Trust of Delaware, BNY Mellon Investment Servicing Trust Company and BNY Mellon Trust Company of Illinois. Most of our Investment Management business and Pershing businesses are direct or indirect non-bank subsidiaries of BNY Mellon.
Each of our bank and trust company subsidiaries is subject to regulation by the applicable bank regulatory authority. The deposits of our U.S. banking subsidiaries are insured by the Federal Deposit Insurance Corporation to the extent provided by law.
BNY Mellon’s banking subsidiaries outside the United States are subject to regulation by non-U.S. regulatory authorities in addition to the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank of New York Mellon SA/NV (“BNY Mellon SA/NV”) is the main banking subsidiary of The Bank of New York Mellon in continental Europe. It is authorized and regulated as a credit institution by the European Central Bank and the National Bank of Belgium under the Single Supervisory Mechanism and is also supervised by the Belgian Financial Services and Markets Authority for conduct of business rules. BNY Mellon SA/NV has its principal office in Brussels and branches in Amsterdam, the Netherlands; Copenhagen, Denmark; Dublin, Ireland; Frankfurt, Germany; the City of Luxembourg, Luxembourg; Madrid, Spain; Milan, Italy; and Paris, France. BNY Mellon SA/NV’s activities are in the Securities Services and Market and Wealth Services segments of BNY Mellon with a focus on global custody, asset servicing and collateral management. For additional discussion, see the “MD&A – Supervision and Regulation” section in the Annual Report.
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Primary Subsidiaries
Exhibit 21.1 to this Form 10-K presents a list of BNY Mellon’s primary subsidiaries as of Dec. 31, 2021.
Human Capital Management
Information on the BNY Mellon’s human capital management can be found in the “MD&A – Human capital” section in the Annual Report, which is incorporated herein by reference.
Supervision and Regulation
Information on the supervision and regulation of BNY Mellon can be found in the “MD&A – Supervision and Regulation” section in the Annual Report, which is incorporated herein by reference.
Competition
BNY Mellon is subject to competition in all aspects and areas of our business. 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. Our Investment and Wealth Management business competes with domestic and international investment management and wealth management firms, hedge funds, investment banking companies and other financial services companies, including trust banks, brokerage firms and insurance companies, as well as a wide range of technology service providers.
Competition in the financial services industry continues to be intense. 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, price, reputation and lending limits. Competition also varies based on the types of clients, customers, industries and geographies served. Our ability to continue to compete effectively also depends in large part on our ability to attract new employees and retain
and motivate our existing employees, while managing compensation and other costs. Our competitive position may be affected by institutions that are not similarly subject to extensive regulation, and as further technological advances enable more companies to provide financial services.
For additional discussion regarding competition, see “MD&A – Risk Factors – Strategic Risk – We are subject to competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability” and “MD&A – Risk Factors – Operational Risk – Our business may be adversely affected if we are unable to attract, retain and motivate employees” in the Annual Report, which are incorporated herein by reference.
ITEM 1A. RISK FACTORS
The information required by this Item is set forth in the Annual Report under “MD&A – Risk Factors,” which portion is incorporated herein by reference.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters, located at 240 Greenwich Street in New York City, is a 23-story building of approximately 1.2 million square feet that we own.
We have additional offices and commercial space in the U.S. and elsewhere in the Americas, primarily Brazil and Canada, which together consist of approximately 5.8 million square feet of leased and owned space.
In Europe, the Middle East and Africa (our “EMEA” region), we have offices that total approximately 1.3 million square feet of leased and owned space and we have 1.5 million square feet of leased space in our Asia-Pacific (“APAC”) region.
Our global facilities are used across our business segments for corporate purposes. In the preceding paragraphs, square footage figures do not include excess space that has been subleased to third parties. We regularly evaluate our space capacity in relation to current and projected needs. We have incurred and may in the future incur costs if we reduce our space capacity or commit to, or occupy, new properties in
6 BNY Mellon
locations in which we operate and dispose of existing space. These costs may be material to our operating results in a given period.
ITEM 3. LEGAL PROCEEDINGS
The information required by this Item is set forth in the “Legal proceedings” section in Note 22 of the Notes to Consolidated Financial Statements in the Annual Report, which portion is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
BNY Mellon 7
| PART II | ||
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange under the ticker symbol BK. As of Jan. 31, 2022, there were 23,066 holders of record of our common stock.
Additional information about our common stock, including additional information about share repurchases and existing Board of Directors authorizations with respect to purchases by us of our common stock and other equity securities is provided in the “Capital – Issuer purchases of equity securities” section in the MD&A in the Annual Report and Note 15 of the Notes to Consolidated Financial Statements in the Annual Report, which portions are incorporated herein by reference. Share repurchases may be executed through open market repurchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share repurchase and other structured transactions.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is set forth in the MD&A and Notes 3, 6, 12, 14, 19, 22 and 23 of the Notes to Consolidated Financial Statements in the Annual Report, which portions are incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is set forth in the “Trading activities and risk management,” “Asset/liability management” and “Risk Management” sections in the MD&A in the Annual Report and “Derivative financial instruments” under Note 1 and Notes 20 and 23 of the Notes to Consolidated Financial Statements in the Annual Report, which portions are incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to Item 15 on page 13 hereof for a detailed listing of the items under Exhibits and Financial Statements, which are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, including the Chief Executive Officer and Chief Financial Officer, with participation by the members of the Disclosure Committee, has responsibility for ensuring that there is an adequate and effective process for establishing, maintaining, and evaluating disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in our SEC reports is timely recorded, processed, summarized and reported and that information required to be disclosed by BNY Mellon is accumulated and communicated to BNY Mellon’s management to allow timely decisions regarding the required disclosure. In addition, our ethics hotline can be used by employees and others for the anonymous communication of concerns about financial controls or reporting matters. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
As of Dec. 31, 2021, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
8 BNY Mellon
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we may routinely modify, upgrade or enhance our internal controls and procedures for financial reporting. There have not been any changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm
See “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages 110 and 111 of the Annual Report, each of which is incorporated herein by reference.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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| PART III | ||
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is included below and in the Proxy in the following sections: “Delinquent Section 16(a) Reports” under the heading “Additional Information – Information on Stock Ownership;” “Background” under the heading “Item 1 – Election of Directors – Resolution;” “Nominees” under the heading “Item 1 – Election of Directors;” and “Board Meetings and Committee Information – Committees and Committee Charters” and “– Audit Committee” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information,” which are incorporated herein by reference.
CODE OF ETHICS
We have adopted a code of ethics for our employees which we refer to as our Code of Conduct. The Code of Conduct applies to all employees of BNY Mellon or an entity that is more than 50% owned by us, including our Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and Controller (principal accounting officer). The Code of Conduct is posted on our
website at https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/employee-code-of-conduct.pdf. We also have a code of ethics for our directors, which we refer to as our Directors’ Code of Conduct. The Directors’ Code of Conduct applies to all directors of BNY Mellon. The Directors’ Code of Conduct is posted on our website at https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/investor-relations/directors-code-of-conduct.pdf. We intend to disclose on our website any amendments to or waivers of (i) the Code of Conduct relating to executive officers (including the officers specified below) and (ii) the Directors’ Code of Conduct relating to our directors.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The position of Chief Executive Officer is held for the year for which the Board of Directors was elected and until the appointment and qualification of a successor or until earlier death, resignation, disqualification or removal. All other executive officers serve at the pleasure of the appointing authority. No executive officer has a family relationship to any other executive officer or director.
| Name | Age | Positions and offices | ||||||
| Jolen Anderson | 43 | Ms. Anderson has served as Senior Executive Vice President and Global Head of Human Resources of BNY Mellon since September 2019. From 2014 to September 2019, Ms. Anderson served as Senior Vice President, Chief Diversity Officer and Chief Counsel, Employment and Social Responsibility, for Visa Inc. | ||||||
| Bridget E. Engle | 58 | Ms. Engle has served as Senior Executive Vice President and Head of Operations and Technology of BNY Mellon since August 2020 and served as Senior Executive Vice President and Chief Information Officer from June 2017 to August 2020. From April 2015 to March 2017, Ms. Engle served as Bank of America Corporation’s Chief Information Officer for Global Commercial Banking and Markets Technology. | ||||||
| Thomas P. (Todd) Gibbons | 65 | Mr. Gibbons has served as Chief Executive Officer of BNY Mellon since March 2020 and as interim Chief Executive Officer from September 2019 until March 2020. He was previously Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management of BNY Mellon from January 2018 to September 2019 and Vice Chairman and Chief Financial Officer of BNY Mellon from July 2008 to January 2018. | ||||||
| Hani A. Kablawi | 53 | Mr. Kablawi has served as Senior Executive Vice President and Chairman of International of BNY Mellon since January 2020 and was Senior Executive Vice President and Chairman of EMEA and Chief Executive Officer of Global Asset Servicing from January 2018 to January 2020 and Chief Executive Officer of EMEA Investment Services from July 2016 to January 2018. | ||||||
| Catherine Keating | 60 | Ms. Keating has served as Senior Executive Vice President and Chief Executive Officer of Wealth Management at BNY Mellon since July 2018. From February 2015 to June 2018, Ms. Keating was the Chief Executive Officer of Commonfund. | ||||||
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| Name | Age | Positions and offices | ||||||
| Senthil Kumar | 56 | Mr. Kumar has served as Senior Executive Vice President and Chief Risk Officer of BNY Mellon since July 2019. Mr. Kumar served as Chief Risk Officer of the Institutional Clients Group at Citigroup Inc. from April 2014 to June 2019. | ||||||
| Kurtis R. Kurimsky | 48 | Mr. Kurimsky has served as Vice President and Controller of BNY Mellon since July 2015. | ||||||
| Francis (Frank) La Salla | 58 | Mr. La Salla has served as Senior Executive Vice President and Chief Executive Officer of Issuer Services of BNY Mellon since January 2018 and was Chief Executive Officer of Corporate Trust from May 2017 to January 2018. Mr. La Salla previously served as Chief Executive Officer of Global Structured Products and Alternative Investment Services from March 2014 to May 2017. | ||||||
| Jeffrey Landau | 59 | Mr. Landau has served as Senior Executive Vice President and Global Head of Enterprise Initiatives at BNY Mellon since April 2021. Mr. Landau served as Executive Vice President and Chief Lending Officer from March 2012 until March 2021. | ||||||
| J. Kevin McCarthy | 57 | Mr. McCarthy has served as Senior Executive Vice President and General Counsel of BNY Mellon since April 2014. | ||||||
| Emily Portney | 50 | Ms. Portney has served as Senior Executive Vice President and Chief Financial Officer of BNY Mellon since July 2020 and served as Global Head of Asset Servicing client management, sales and service and Head of the Americas region from October 2018 to July 2020. Ms. Portney was the Chief Financial Officer of Barclays International from September 2016 to May 2018. | ||||||
| Roman Regelman | 50 | Mr. Regelman has served as Senior Executive Vice President, Chief Executive Officer of Asset Servicing and Head of Digital of BNY Mellon since January 2020 and served as Senior Executive Vice President and Head of Digital from September 2018 to January 2020. From 2011 to December 2017, Mr. Regelman was partner, managing director and co-leader of the financial institutions digital business at Boston Consulting Group. | ||||||
| Akash Shah | 36 | Mr. Shah has served as Senior Executive Vice President and Chief Growth Officer at BNY Mellon since July 2021. Mr. Shah served as Senior Executive Vice President and Head of Strategy and Global Client Management from January 2020 until July 2021 and as Senior Executive Vice President and Head of Strategy from July 2018 to December 2019. From 2006 to July 2018, Mr. Shah worked at McKinsey & Company, most recently as a partner and co-head of the Capital Markets & Investment Banking practice. | ||||||
| Hanneke Smits | 55 | Ms. Smits has served as Senior Executive Vice President and Chief Executive Officer of Investment Management at BNY Mellon since October 2020 and served as the Chief Executive Officer of Newton Investment Management from August 2016 to September 2020. | ||||||
| Robin Vince | 50 | Mr. Vince has served as Vice Chair and Chief Executive Officer of Global Market Infrastructure at BNY Mellon since October 2020. Previously, Mr. Vince was a Senior Director at Goldman Sachs Group Inc. from January 2020 to September 2020 and a Participating Managing Director at Goldman Sachs Group Inc. from 2006 to 2019. | ||||||
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included in the Proxy in the following sections: “Director Compensation” under the heading “Item 1 – Election of Directors;” “Compensation Discussion and Analysis” and “Executive Compensation Tables and Other Compensation Disclosures” under the heading “Item 2 – Advisory Vote on Compensation;” “Board Meetings and Committee Information – Committees and Committee Charters” and “– Human Resources and Compensation Committee” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information,” which are incorporated herein by reference. The information incorporated herein by reference to the section “Report of the HRC Committee” under the heading “Item 2 – Advisory Vote on Compensation – Compensation Discussion and Analysis” is deemed furnished hereunder.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is included in the Proxy in the following sections: “Equity Compensation Plans” and “Information on Stock Ownership” under the heading “Additional Information,” which are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is included in the Proxy in the following sections: “Business Relationships and Related Party Transactions Policy” and “Director Independence” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information;” and “Board Meetings and Committee Information – Committees and Committee Charters,” “– Audit Committee,” “– Corporate Governance, Nominating and Social Responsibility Committee” and “– Human Resources and Compensation Committee” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information,” which are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is included in the Proxy in the following section: “Item 3 – Ratification of KPMG LLP,” which is incorporated herein by reference. KPMG LLP’s Public Company Accounting Oversight Board (“PCAOB”) firm identification number is 185.
12 BNY Mellon
| PART IV | ||
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The financial statements, schedules and exhibits required for this Form 10-K are incorporated by reference as indicated in the following index. Page numbers refer to pages of the Annual Report for Items (1) and (2) Financial Statements and Schedules.
| (1)(2) | Financial Statements and Schedules | Page No. | ||||||
Consolidated Income Statement | 113-114 | |||||||
Consolidated Comprehensive Income Statement | 115 | |||||||
| Consolidated Balance Sheet | 116 | |||||||
Consolidated Statement of Cash Flows | 117 | |||||||
Consolidated Statement of Changes in Equity | 118-120 | |||||||
Notes to Consolidated Financial Statements | 121-197 | |||||||
Report of Independent Registered Public Accounting Firm | 198 | |||||||
(3) | Exhibits | |||||||
| See (b) below. | ||||||||
(b) The exhibits listed on the Index to Exhibits on pages 14 through 21 hereof are incorporated by reference or filed or furnished herewith in response to this Item.
(c) Other Financial Data
None.
ITEM 16. FORM 10-K SUMMARY
None.
BNY Mellon 13
| INDEX TO EXHIBITS | ||
Pursuant to the rules and regulations of the SEC, BNY Mellon has filed certain agreements as exhibits to this Form 10-K. These agreements may contain representations and warranties by the parties to such agreements. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in BNY Mellon’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards that are different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe BNY Mellon’s actual state of affairs at the date hereof and should not be relied upon.
Exhibit | Description | Method of Filing | |||||||||||||||
| 3.1 | Restated Certificate of Incorporation of The Bank of New York Mellon Corporation. | ||||||||||||||||
| 3.2 | Certificate of Amendment to The Bank of New York Mellon Corporation’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 9, 2019. | ||||||||||||||||
| 3.3 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series A Noncumulative Preferred Stock, dated June 15, 2007. | ||||||||||||||||
| 3.4 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series D Noncumulative Perpetual Preferred Stock, dated May 16, 2013. | ||||||||||||||||
| 3.5 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series F Noncumulative Perpetual Preferred Stock, dated July 29, 2016. | ||||||||||||||||
| 3.6 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series G Noncumulative Perpetual Preferred Stock, dated May 15, 2020. | ||||||||||||||||
| 3.7 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series H Noncumulative Perpetual Preferred Stock, dated Nov. 2, 2020. | ||||||||||||||||
14 BNY Mellon
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 3.8 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series I Noncumulative Perpetual Preferred Stock, dated Nov. 8, 2021. | ||||||||||||||||
| 3.9 | Amended and Restated By-Laws of The Bank of New York Mellon Corporation, as amended and restated on Feb. 12, 2018. | ||||||||||||||||
| 4.1 | None of the instruments defining the rights of holders of long-term debt of the Parent or any of its subsidiaries represented long-term debt in excess of 10% of the total assets of the Company as of Dec. 31, 2021. The Company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument. | N/A | |||||||||||||||
| 4.2 | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | ||||||||||||||||
| 10.1 | * | The Bank of New York Company, Inc. Excess Benefit Plan as amended through Dec. 8, 1992. | Previously filed as Exhibit 10(d) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1992, and incorporated herein by reference. | ||||||||||||||
| 10.2 | * | Amendment effective as of Aug. 11, 1994 to The Bank of New York Company, Inc. Excess Benefit Plan. | |||||||||||||||
| 10.3 | * | Amendment effective as of Nov. 1, 1995 to The Bank of New York Company, Inc. Excess Benefit Plan. | |||||||||||||||
| 10.4 | * | Amendment effective as of July 1, 1996 to The Bank of New York Company, Inc. Excess Benefit Plan. | |||||||||||||||
| 10.5 | * | The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | Previously filed as Exhibit 10(n) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1992, and incorporated herein by reference. | ||||||||||||||
BNY Mellon 15
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 10.6 | * | Amendment effective as of March 9, 1993 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.7 | * | Amendment effective as of Oct. 11, 1994 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.8 | * | Amendment effective as of July 1, 1996 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.9 | * | Amendment effective as of Nov. 12, 1996 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.10 | * | Amendment effective as of July 11, 2000 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.11 | * | Amendment effective as of Feb. 13, 2001 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.12 | * | Amendment effective as of Jan. 1, 2006 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | |||||||||||||||
| 10.13 | * | Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | |||||||||||||||
| 10.14 | * | Amendment effective as of Nov. 8, 1994 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | |||||||||||||||
16 BNY Mellon
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 10.15 | * | Amendment effective Feb. 11, 1997 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | |||||||||||||||
| 10.16 | * | Amendment to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. effective as of July 11, 2000. | |||||||||||||||
| 10.17 | * | Amendment effective as of Nov. 12, 2002 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | |||||||||||||||
| 10.18 | * | Mellon Financial Corporation Director Equity Plan (2006). | |||||||||||||||
| 10.19 | * | The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective Jan. 1, 2008. | |||||||||||||||
| 10.20 | * | The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees. | |||||||||||||||
| 10.21 | * | Form of Long Term Incentive Plan Deferred Stock Unit Agreement for Directors of The Bank of New York Mellon Corporation. | |||||||||||||||
| 10.22 | * | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Jan. 1, 2009. | |||||||||||||||
| 10.23 | * | Amendment to The Bank of New York Company, Inc. Excess Benefit Plan, effective as of Jan. 1, 2009. | |||||||||||||||
| 10.24 | * | The Bank of New York Mellon Corporation Policy Regarding Shareholder Approval of Future Senior Officers Severance Arrangements, effective July 12, 2010. | |||||||||||||||
BNY Mellon 17
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 10.25 | * | 2011 Form of Executive Stock Option Agreement. | |||||||||||||||
| 10.26 | * | The Bank of New York Mellon Corporation Long-Term Incentive Plan. | |||||||||||||||
| 10.27 | * | Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation. | |||||||||||||||
| 10.28 | * | 2012 Form of Nonstatutory Stock Option Agreement. | |||||||||||||||
| 10.29 | * | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Dec. 31, 2014. | |||||||||||||||
| 10.30 | * | The Bank of New York Mellon Corporation Defined Contribution IRC 401(a)(17) Plan (as amended and restated). | |||||||||||||||
| 10.31 | * | Amendment effective as of June 30, 2015 to The Bank of New York Company, Inc. Excess Benefit Plan. | |||||||||||||||
| 10.32 | * | Form of Amended and Restated Indemnification Agreement with Directors of The Bank of New York Mellon Corporation. | |||||||||||||||
| 10.33 | * | Form of Amended and Restated Indemnification Agreement with Executive Officers of The Bank of New York Mellon Corporation. | |||||||||||||||
| 10.34 | * | The Bank of New York Mellon Corporation Executive Severance Plan, as amended on Feb. 12, 2018. | |||||||||||||||
18 BNY Mellon
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 10.35 | * | 2018 Form of Performance Share Unit Agreement. | |||||||||||||||
| 10.36 | * | 2018 Form of Restricted Stock Unit Agreement. | |||||||||||||||
| 10.37 | * | Amendment effective as of Nov. 1, 2018 to The Bank of New York Company, Inc. Excess Benefit Plan. | |||||||||||||||
| 10.38 | * | The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan. | |||||||||||||||
| 10.39 | * | 2019 Form of Performance Share Unit Agreement. | |||||||||||||||
| 10.40 | * | 2019 Form of Restricted Stock Unit Agreement. | |||||||||||||||
| 10.41 | * | The Bank of New York Mellon Corporation 2019 Executive Incentive Compensation Plan. | |||||||||||||||
| 10.42 | * | 2020 Form of Performance Share Unit Agreement. | |||||||||||||||
| 10.43 | * | 2020 Form of Restricted Stock Unit Agreement. | |||||||||||||||
| 10.44 | * | Letter Agreement, dated Aug. 19, 2020, between The Bank of New York Mellon Corporation and Robin Vince. | |||||||||||||||
| 10.45 | * | 2021 Form of Performance Share Unit Agreement. | |||||||||||||||
BNY Mellon 19
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
| 10.46 | * | 2021 Form of Restricted Stock Unit Agreement. | |||||||||||||||
| 13.1 | All portions of The Bank of New York Mellon Corporation 2021 Annual Report to Shareholders that are incorporated herein by reference. The remaining portions are furnished for the information of the SEC and are not “filed” as part of this filing. | ||||||||||||||||
| 21.1 | Primary subsidiaries of the Company. | ||||||||||||||||
| 22.1 | Subsidiary Issuer of Guaranteed Securities. | ||||||||||||||||
| 23.1 | Consent of KPMG LLP. | ||||||||||||||||
| 24.1 | Power of Attorney. | ||||||||||||||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
101.INS | Inline XBRL Instance Document. | This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed herewith. | |||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith. | |||||||||||||||
20 BNY Mellon
INDEX TO EXHIBITS (continued) | ||
Exhibit | Description | Method of Filing | |||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith. | |||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith. | |||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith. | |||||||||||||||
| 104 | The cover page of The Bank of New York Mellon Corporation’s Annual Report on Form 10-K for the year ended Dec. 31, 2021, formatted in inline XBRL. | The cover page interactive data file is embedded within the inline XBRL document and included in Exhibit 101. | |||||||||||||||
* Management contract or compensatory plan, contract or arrangement. | |||||||||||||||||
BNY Mellon 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, BNY Mellon has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Bank of New York Mellon Corporation | ||||||||
| By: | /s/ Thomas P. Gibbons | |||||||
| Thomas P. Gibbons | ||||||||
| Chief Executive Officer | ||||||||
| DATED: February 25, 2022 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of BNY Mellon and in the capacities and on the date indicated.
| Signature | Capacities | |||||||||||||
| By: | /s/ Thomas P. Gibbons | Director and Principal Executive Officer | ||||||||||||
| Thomas P. Gibbons | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| By: | /s/ Emily Portney | Principal Financial Officer | ||||||||||||
| Emily Portney | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| By: | /s/ Kurtis R. Kurimsky | Principal Accounting Officer | ||||||||||||
| Kurtis R. Kurimsky | ||||||||||||||
| Corporate Controller | ||||||||||||||
| Linda Z. Cook; Joseph J. Echevarria; M. Amy Gilliland; Jeffrey A. Goldstein; K. Guru Gowrappan; Ralph Izzo; Edmund F. Kelly; Sandra E. O’Connor; Elizabeth E. Robinson; Samuel C. Scott III; Frederick O. Terrell; Alfred W. Zollar | Directors | |||||||||||||
| By: | /s/ J. Kevin McCarthy | DATED: February 25, 2022 | ||||||||||||
| J. Kevin McCarthy | ||||||||||||||
| Attorney-in-fact | ||||||||||||||
22 BNY Mellon