Elizabeth E. Robinson
Bank of New York MellonAbout Elizabeth E. Robinson
Elizabeth E. Robinson (age 56) is an independent director of The Bank of New York Mellon Corporation (BNY Mellon) since 2016 and serves as Chair of the Human Resources and Compensation (HRC) Committee; she is a former Global Treasurer, Partner and Managing Director at The Goldman Sachs Group, Inc. (2005–2015). She holds a B.A. from Williams College and an MBA from Columbia University, and brings deep finance, risk management, and large‐institution operations expertise to BNY Mellon’s board . She currently sits on multiple board committees (CGNSR, Finance, HRC as Chair, Risk) and previously served on the Technology Committee until April 2024 . She is independent per the company’s director slate and governance determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Global Treasurer; Partner; Managing Director | 2005–2015 | Led global treasury; prior service in Financial Institutions Group (IBD) |
| Goldman Sachs Bank USA | Director | Until Aug 2016 | Bank board experience; regulatory and banking expertise |
| BNY Mellon Government Securities Services Corp. | Chair of Board (then Director) | Chair 2017–2023; Director thereafter | Chaired subsidiary board; continued board service post-chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Travelers Companies, Inc. | Director (public company) | Current | Additional public board experience |
| Williams College | Investment Committee member; former Chair of Board of Trustees | Current; prior chair role | Endowment/investment oversight |
| St. Luke’s University Hospital Network | Trustee/Director | Current | Non-profit healthcare governance |
| Blair Academy | Trustee/Director | Current | Education governance |
| Every Mother Counts | Trustee/Director | Current | Non-profit oversight |
Board Governance
- Committee assignments: Corporate Governance, Nominating and Social Responsibility (CGNSR) member (joined April 2024); Finance member; HRC Committee Chair; Risk Committee member; previously Technology Committee member until April 2024 .
- Committee meeting cadence (2024): HRC – 7; CGNSR – 5; Finance – 5; Risk – 5; Technology – 6; Audit (for context) – 13; Board – 14 meetings .
- Independence and attendance: She is designated independent; each director attended at least 75% of Board and committee meetings in 2024 and average director attendance was ~95% .
- Committee responsibilities relevant to investor confidence:
- HRC (Chair) oversees CEO and executive compensation, sets performance goals, and maintains robust clawbacks; delegates limited off‑cycle equity grant authority subject to strict limits .
- Risk Committee reviews enterprise‑wide risk frameworks, risk appetite, and significant exposures; coordinates with Audit .
- CGNSR oversees board succession, governance guidelines, director compensation framework, and sustainability oversight; Robinson joined in April 2024 .
- Finance reviews capital structure, annual capital plan, capital actions and regulatory submissions .
- Board leadership and independence context: ten of eleven nominees are independent; independent Chair; strong stockholder rights and anti‑hedging/pledging policies for directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Membership Retainer | 110,000 | Standard retainer for non‑employee directors |
| HRC Committee Chair Retainer | 25,000 | Chair fee for 2024; increased to $35,000 for 2025 |
| Risk Committee Membership Retainer | 15,000 | Membership fee for Audit or Risk in 2024; increased to $25,000 for 2025 |
| Independent Chair Retainer (context) | 150,000 | Not applicable to Robinson; policy baseline |
| Robinson – 2024 Actual Cash Fees | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 150,000 | Matches 110k board + 25k HRC Chair + 15k Risk membership |
- Deferred compensation plan: Directors may defer retainer/fees into variable funds or company phantom stock under the Director Deferred Compensation Plan; legacy plans from the 2007 merger remain but new deferrals are under the 2008 plan .
Performance Compensation
| Equity Award (2024) | Grant Value ($) | Units (DSUs) | Vesting | Holding | Dividends |
|---|---|---|---|---|---|
| Annual Director DSUs | 195,000 | 3,581 | Earlier of one year from grant or next Annual Meeting | Must be held while serving on Board | Reinvested into additional DSUs |
- Performance conditions: Director DSUs are time‑based and retention‑aligned; no performance metrics disclosed for director equity .
- HRC Chair oversight of executive incentive metrics (context): A CET1 ratio of at least 8.5% is a threshold for funding NEO incentives; comprehensive clawbacks allow 100% forfeiture/recoupment of equity and cash awards based on risk assessments .
- 2025 changes approved: Annual director equity increased to $215,000; chair/membership retainers increased as noted above, reflecting market practice and responsibilities .
Director Compensation – Year over Year
| Year | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 137,500 | 185,000 (4,090 DSUs) | 135,000 (subsidiary board service) | 457,500 |
| 2024 | 150,000 | 195,000 (3,581 DSUs) | 110,000 (subsidiary board service) | 455,000 |
- Notes: All other compensation reflects pay tied to her role as a member of the Board of Directors of BNY Mellon Government Securities Services Corp, an indirect subsidiary of the company; DSUs accrue dividends and must be held while serving .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Note |
|---|---|---|
| The Travelers Companies, Inc. | Director | No ordinary‑course services provided to independent directors in 2024; board concluded independence not impaired by reviewed relationships . |
| BNY Mellon Government Securities Services Corp. | Director (Chair 2017–2023) | Compensation disclosed under “All Other”; subsidiary governance role, not a related party transaction with external entities . |
| Williams College (Investment Committee); St. Luke’s University Hospital Network; Blair Academy; Every Mother Counts | Trustee/Director | Charitable contributions to certain organizations tied to other directors were below NYSE/SEC thresholds; board determined independence intact (context) . |
Expertise & Qualifications
- Finance, risk management, banking regulation, and leadership in large global institutions; skills matrix confirms strong finance, leadership, governance, risk, and global experience .
- HRC oversight and compensation governance leadership; signed the HRC Committee report included in the proxy .
- Technology/cyber exposure via prior Technology Committee service; Risk Committee membership reinforces enterprise risk oversight .
Equity Ownership
| As of Date | Shares Beneficially Owned | Within 60 Days Right to Acquire (included) | Notes |
|---|---|---|---|
| Feb 14, 2024 | 33,226 | 33,226 | Beneficial ownership includes amounts acquirable under equity/deferred plans within 60 days . |
| Feb 19, 2025 | 37,374 | 37,374 | Group ownership is ~0.14% of outstanding; none over 1% individually . |
- Stock ownership guidelines: At least 5× annual cash retainer by the fifth anniversary; directors cannot hedge, pledge, or transfer deferred stock units; robust anti‑hedging/pledging policy applies to directors .
- Section 16 compliance: Company reports all directors timely complied with reporting in 2024 .
Governance Assessment
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Strengths:
- Multi‑committee engagement (HRC Chair; Risk; Finance; CGNSR) provides comprehensive oversight across pay, risk, capital, governance, and sustainability; joined CGNSR in April 2024 reflecting board refresh alignment .
- Clear alignment through required DSU holding, substantial equity mix, and stock ownership guidelines; prohibition on hedging/pledging strengthens investor alignment .
- HRC structure emphasizes risk‑aware pay design for executives (e.g., CET1 threshold; clawbacks), mitigating imprudent risk‑taking .
- Attendance culture and independent majority board with independent Chair .
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Potential watch items (not flagged as red):
- Subsidiary board compensation (“All Other”) is transparent and policy‑consistent; monitor for scope/quantum changes versus responsibilities .
- External public board (Travelers) creates broader network exposure; board’s independence review found no impairment, and no ordinary‑course services were provided to independent directors in 2024 .
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RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, tax gross‑ups, or low say‑on‑pay votes in the director’s profile; board governance framework emphasizes refreshment, independence, and stockholder rights .