Dermot McDonogh

About Dermot McDonogh

Senior Executive Vice President and Chief Financial Officer of The Bank of New York Mellon Corporation (BNY Mellon) since February 1, 2023; joined BNY on November 1, 2022 after a 25+ year career at Goldman Sachs, including serving as COO for EMEA and CEO of Goldman Sachs International Bank . As CFO, he oversees global financial strategy and operations (finance, controllership, Treasury, CIO, capital, tax, corporate development, IR, business CFO teams) . Company performance during 2024 included record revenue of $18.6B, record net income to common of $4.3B, and ROTCE of 23% with 968 bps positive operating leverage, framing incentive outcomes for NEOs including the CFO . PSUs for the 2022–2024 performance period earned out at 125% based on average Adjusted ROTCE of 22.3% (target 20.5%) and relative TSR at the 69th percentile vs the TSR peer group, linking executive pay directly to value creation .

Past Roles

Organization	Role	Years	Strategic Impact
BNY Mellon	Chief Financial Officer	2023–Present	Leads global financial strategy and operations; capital, liquidity and NII stewardship; supports platform operating model and risk tools modernization
Goldman Sachs International Bank	Chief Executive Officer	2015–2022	Led bank operations in dynamic international environment; member of firmwide risk and ALCO committees
Goldman Sachs (EMEA)	Chief Operating Officer (EMEA)	2015–2022	Oversight across EMEA operations; risk and asset-liability management leadership
Goldman Sachs	International Controller; various finance roles	1994–2015	Strengthened control environment, financial operations, and global finance infrastructure

External Roles

Organization	Role	Years	Strategic Impact
Goldman Sachs	Member, Firmwide Risk Committee; Firmwide Asset Liability Committee; European Management Committee	Not disclosed	Contributed to enterprise-wide risk governance and balance sheet strategy

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$100,000	$650,000	$650,000
Perquisites and Other Personal Benefits ($)	$514,041	$2,641,523	$43,000 (exec healthcare $25,000; exec financial management $18,000)
Contributions to Defined Contribution Plans ($)	Not disclosed	Not disclosed	$16,000
New Hire Payments ($)	Not disclosed	Not disclosed	$76,562 (relocation $34,223; tax equalization $42,339)
Nonqualified Deferred Compensation Contribution ($)	Not disclosed	Not disclosed	$500,000; aggregate earnings $45,639; year-end balance $545,639

Notes:

2022 included sign-on cash bonus $75,000 and stock awards related to hiring and buyouts; aggregate stock awards $8,782,808 .
Initial offer (July 2022) provided 2022 incentive award minimum $5,000,000 (30% cash / 30% RSUs / 40% PSUs) and buyout awards not to exceed $16,500,000, delivered in cash and RSUs vesting annually over six years commencing February 2024 .

Performance Compensation

Structure and metrics:

For NEOs (including CFO), 2024 incentive mix: Cash 30%, PSUs 45%, RSUs 25% (overall award capped at 150%) .
Corporate component comprises financial metrics (70% weight) and non-financial goals (30% weight), each assessed to a payout range and combined, capped at 150% .
PSUs earn out on 3-year performance: 70% average Adjusted ROTCE, 30% relative TSR vs TSR peer group; earnout 0–150%; cliff vest after period .

Awarded 2024 incentive (paid/awarded in Jan/Feb 2025):

Component	Amount ($)
Cash (paid Jan 2025)	$3,757,500
PSUs (granted Feb 2025; earned 0–150% over 2025–2027)	$5,636,250
RSUs (granted Feb 2025; vest over 3 years)	$3,131,250
Corporate Component Payout	150%
Individual Modifier	100%
Awarded Total Direct Compensation ($)	$13,175,000

2024 Corporate Financial Performance context (non-GAAP):

Metric	2024 Actual	2023 Actual	YoY
Adjusted Total Revenue ($B)	$18.6	$17.8	+4.3%
Adjusted Noninterest Expense ($B)	$12.5	$12.3	+1.4%
Adjusted Operating Leverage (bps)	288 bps	—	—
Adjusted Pre-Tax Operating Margin (%)	32.6%	30.4%	+2.2 pts
Adjusted Net Income to Common ($B)	$4.5	$4.0	+13.0%
OEPS ($)	$6.03	$5.07	+18.9%
Adjusted ROTCE (%)	23.8%	21.8%	+2.0 pts

2022 PSU Earnout (performance period 2022–2024):

Metric	Target/Peer	Actual	Earnout
Average Adjusted ROTCE (%)	20.5% target	22.3% (adjusted)	120%
Relative TSR Percentile	TSR Peer Group	69th percentile	138%
Overall PSU Earnout	—	—	125%

Risk controls:

Minimum funding threshold: CET1 ≥ 8.5% (2024 CET1 11.2% under Standardized Approach) .
Broad clawback and forfeiture policies plus NYSE/SEC clawback policy for restatements .
No single-trigger change-in-control benefits; no severance-related tax gross-ups; no dividend equivalents on unearned PSUs/RSUs .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (as of Feb 19, 2025)	91,921 shares; less than 1% of outstanding; group of directors/executives 0.14%
Unvested RSUs (market value at $76.83)	191,932 (2022 grant; $14,746,136), 39,660 (2023; $3,047,078), 50,060 (2024; $3,846,110)
Unearned PSUs outstanding	40,727 (2023–2025; $3,129,024), 68,146 (2024–2026; $5,235,682)
RSU Vesting Schedule (McDonogh-specific)	2022 grant: 61,626 vested Feb 28, 2025; remaining 50,060 vest Feb 28, 2026; 36,919 Feb 28, 2027; 26,213 Feb 28, 2028; 17,114 Feb 28, 2029. 2023 grant: 9,237 vested Feb 28, 2025; 9,237 vest Feb 28, 2026. 2024 grant: 33% vested Feb 15, 2025; remaining vest 50% Feb 15, 2026 and 50% Feb 15, 2027
Options	None outstanding/exercisable (no option awards shown)
Ownership Guidelines	4x base salary for NEOs; 5-year compliance window; retain 75% net shares until compliant; if out of compliance, retain 100% thereafter. All NEOs meet guidelines as of record date
Hedging/Pledging Policy	Robust prohibition on hedging, pledging, short sales, margin purchases, and puts/calls; all insider transactions must be pre-cleared

Employment Terms

Key plan features and potential payments:

Executive Severance Plan:
- Termination without cause: cash severance equal to 1× base salary; pro-rata annual incentive at company discretion; one year of benefits/outplacement .
- Double-trigger (termination without cause or for good reason within 2 years post change-in-control): cash severance equal to 2× (base salary + target annual incentive), plus benefits; no single-trigger CIC benefits .

Scenario (as of 12/31/2024)	Cash Severance ($)	Pro‑rated Incentive ($)	Health/Welfare ($)	Additional Stock Vesting ($)	Total ($)
Company Without Cause	$650,000	$12,525,000	$44,756	$15,444,558	$28,664,314
Termination in Connection with Change of Control	$18,000,000 (2×[650k+8.35M])	$8,350,000 (target)	$64,512	$15,444,558	$41,859,070
Death	$0	$0	$0	$15,444,558	$15,444,558

Retirement eligibility and continued vesting:

As of Dec 31, 2024, CFO eligible for continued vesting of stock awards valued at $15,391,029 under retirement provisions; buyout RSUs continue to vest unless terminated for cause (per offer letters) .

Compensation Structure Analysis

Mix and leverage: For 2024, the CFO’s incentive was heavily equity-linked (70% deferred), with PSUs at 45% and RSUs at 25%, reducing short-term cash emphasis and strengthening performance alignment; overall incentive awards capped at 150% with corporate scorecard earning at 150% and individual modifier at 100% .
Metric rigor: PSU earnouts hinge on Adjusted ROTCE and relative TSR, with 2022–2024 performance earning 125% of target (ROTCE 22.3% vs 20.5% target; TSR 69th percentile), evidencing linkage between long-term value creation and realized pay .
Governance safeguards: No fixed-term employment agreement; no single-trigger CIC; no severance tax gross-ups; robust clawback/forfeiture; minimum capital threshold (CET1) for incentive funding .
Peer benchmarking: HRC references market data and a defined TSR peer group across asset managers, custody banks, diversified banks, and broker-dealers for relative performance; compensation benchmarking peers used to assess competitiveness .

Multi-Year Compensation (SEC Summary Compensation Table)

Year	Salary ($)	Stock Awards ($)	Non-Equity Incentive ($)	All Other Comp ($)	Total ($)
2022	$100,000	$8,782,808	$1,650,000	$514,041	$11,121,850
2023	$650,000	$5,050,038	$2,778,300	$2,641,523	$11,119,862
2024	$650,000	$6,482,733	$3,757,500	$135,562	$11,025,795

Performance & Track Record

2024 enterprise performance: record revenue $18.6B, record net income $4.3B, ROTCE 23%, and 968 bps positive operating leverage, underpinning top-tier scorecard outcomes .
Individual CFO outcomes: strengthened stakeholder relationships; strategic balance sheet positioning for capital, liquidity, and NII; expense discipline; enabled platform operating model; improved interest rate risk tools; broad employee engagement aligned to strategic pillars, yielding a 100% individual modifier .

Compensation Peer Group and Say‑on‑Pay

TSR Peer Group (for PSUs): S&P 500 financials including AMP, BAC, BLK, SCHW, C, GS, JPM, MS, NTRS, RJF, STT, TROW, USB, WFC, BEN, IVZ .
Say‑on‑Pay: 95% approval at 2024 Annual Meeting, indicating broad shareholder support for executive pay design and outcomes .

Equity Ownership & Pledging

Stock ownership guidelines: CFO must hold shares equal to 4× base salary within five years; all NEOs in compliance as of record date; retention requirements apply until compliant .
Anti‑pledging/hedging: Comprehensive prohibitions on hedging, pledging, short sales, margin purchases, and options transactions, with pre‑clearance required for insider trades .

Employment Terms – Additional Notes

Executive Severance caps: Company policy restricts future severance arrangements exceeding 2.99× salary+target bonus without shareholder approval .
Retirement treatment: Continued vesting for eligible retirees under plan and award terms; buyout RSUs continue vesting unless terminated for cause .

Investment Implications

Alignment: High equity mix (70%) and PSU weighting (45%) tie CFO compensation directly to ROTCE and relative TSR, reinforcing long-term value creation; robust clawback and capital-based funding thresholds temper risk-taking .
Supply dynamics: Material RSU tranches vest annually through 2029 (notably Feb 28, 2026–2029), potentially adding periodic insider selling pressure; however, retention/holding requirements (75% net shares until guideline compliance) may dampen immediate liquidity events .
Retention risk: Retirement eligibility with significant continued vesting value ($15.39M) reduces near-term exit risk; severance economics are meaningful in CIC scenarios but are double-trigger with no tax gross-ups, aligning with best practices .
Governance quality: Strong shareholder support (95% say‑on‑pay), independent compensation consultant (Meridian), and conservative pay practices lower governance red-flag risk .