Alfred W. Zollar
Bank of New York MellonAbout Alfred W. Zollar
Alfred W. “Al” Zollar (age 70) is an independent director of The Bank of New York Mellon Corporation (BNY) since 2019, currently serving on the Risk Committee and as Chair of the Technology Committee . He is a retired Executive Partner/Advisor at Siris Capital Group and previously held senior management positions at IBM, including General Manager of IBM Tivoli Software; he holds a master’s degree in applied mathematics from UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siris Capital Group, LLC | Executive Partner (2014–2021); Executive Advisor (2021–Nov 2024) | 2014–2024 | Private equity investing; value-oriented tech buyouts |
| IBM Corporation | Senior management roles; General Manager, IBM Tivoli Software | 34-year career | Technology and information management leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| International Business Machines Corporation | Director | Current | Large-cap technology board experience |
| Nasdaq, Inc. | Director | Current | Market infrastructure and technology oversight |
| Public Service Enterprise Group Incorporated | Director | 2012–2023 | Prior utility industry board service |
| The Chubb Corporation | Director | 2001–2016 | Prior insurance industry board service |
| Red Hat, Inc. | Director | 2018–2019 | Prior open-source software board service |
| Voyatek; Senzing, Inc. (Growth Advisory Board) | Board/advisory roles | Current | Tech growth and data governance advisory |
| EL Education; Eagle Academy Foundation; U.C. San Diego Foundation | Non-profit boards | Current | Education and community engagement |
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent director; BNY Board has 10 of 11 nominees independent in 2025 . Independence determinations reviewed per NYSE/SEC and BNY’s stricter standards; no material relationships requiring disclosure . |
| Committee Assignments | Technology Committee Chair; Risk Committee member . |
| Committee Responsibilities | Technology: oversees tech strategy, significant tech investments, cybersecurity and AI governance; 6 meetings in 2024 . Risk: approves risk appetite/frameworks; reviews significant exposures and risk management; 5 meetings in 2024 . |
| Attendance & Engagement | Board held 14 meetings in 2024; each director attended ≥75% of Board/committee meetings; average attendance ~95%; all directors attended the 2024 Annual Meeting in person . |
| Director Refreshment & Overboarding | CGNSR Committee annually reviews committee assignments and overboarding; policy limits outside boards and all incumbent directors comply . |
| Executive Sessions & Chair Leadership | Independent Chair leads executive sessions; robust responsibilities and shareholder engagement . |
Fixed Compensation (Director)
| Item | Amount | Source |
|---|---|---|
| 2024 Annual Board Cash Retainer | $110,000 | Director cash schedule |
| 2024 Audit/Risk Committee Membership Retainer | $15,000 | Committee membership fee |
| 2024 Technology Committee Chair Retainer | $25,000 | Chair fee |
| Alfred W. Zollar – 2024 Cash Fees Earned | $150,000 | Director compensation table |
| 2025 Changes – Independent Chair Retainer | Increase to $175,000 (from $150,000) | Approved for 2025 |
| 2025 Changes – Audit/Risk Committee Membership | Increase to $25,000 (from $15,000) | Approved for 2025 |
| 2025 Changes – HRC Committee Chair | Increase to $35,000 (from $25,000) | Approved for 2025 |
Notes: Zollar’s $150,000 cash in 2024 is consistent with base retainer plus Risk membership and Technology chair fees .
Performance Compensation (Director)
| Element | 2024 Grant Design | Vesting/Holding | Amount |
|---|---|---|---|
| Deferred Stock Units (DSUs) – Annual Director Equity | Granted shortly after 2024 Annual Meeting; accrues dividends as DSUs | Vests at earlier of 1 year or next Annual Meeting; must be held while serving on Board | $195,000 grant-date fair value; 3,581 DSUs per director |
| 2025 DSU Program Change | Annual equity award increased to $215,000 | Same vesting/holding policy | $215,000 |
| Deferral Elections (Cash) | Directors may defer cash fees under Director Deferred Compensation Plan | Into variable funds or phantom stock | Zollar did not elect to defer cash in 2024 (no footnote (1)) |
BNY emphasizes alignment via equity retention and anti-hedging/pledging policies for directors; compensation is not performance-conditioned for directors (no PSU metrics apply to directors) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current Public Boards | IBM; Nasdaq . |
| Prior Public Boards | PSEG (2012–2023); Chubb (2001–2016); Red Hat (2018–2019) . |
| Independence/Related-Party | Board determined no related-party transactions requiring CGNSR approval or proxy disclosure in 2024 . |
Expertise & Qualifications
- Private equity and financing; operating and investing in companies .
- Technology and information management expertise; cybersecurity relevant experience via committee oversight .
- Extensive public company board service across regulated industries and market infrastructure .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 26,382 shares | Includes shares acquirable within 60 days . |
| Unvested DSUs (as of 12/31/2024) | 3,581 units | 2024 annual director grant unvested . |
| Ownership Concentration | No individual director >1% of outstanding common stock; directors/officers as a group ~0.14% . | |
| Director Stock Ownership Guidelines | Minimum 5x annual cash retainer within five years; DSUs must be retained while on Board; robust anti-hedging/anti-pledging policy . |
Governance Assessment
- Strengths: Independent status; Chair of Technology Committee with oversight of cybersecurity and AI governance; member of Risk Committee overseeing risk appetite and frameworks; strong average Board attendance and all directors’ Annual Meeting participation; equity retention and anti-hedging/pledging enhance alignment .
- Compensation alignment: Director pay mix favors equity via DSUs retained until retirement; 2025 increases recognize committee workload without compromising independence; robust guidelines and deferral options exist .
- Conflicts/related-party exposure: CGNSR policy enforced; no related-party transactions requiring disclosure in 2024; independence standards stricter than NYSE/SEC with no material business arrangements affecting independence .
- Overboarding/engagement: CGNSR annually reviews outside commitments; all incumbents comply; proactive shareholder engagement program informs governance decisions (e.g., written consent right) .
- Shareholder confidence signals: 2024 say‑on‑pay received 95% support, reflecting broader governance/compensation credibility .
RED FLAGS: None disclosed. No hedging/pledging permitted for directors; no related-party transactions requiring disclosure; attendance and independence standards met .