Jeffrey A. Goldstein
Bank of New York MellonAbout Jeffrey A. Goldstein
Jeffrey A. Goldstein, age 69, has served as an independent director of The Bank of New York Mellon Corporation (BK) since 2014. He is Senior Advisor and Investment Committee member at Canapi Ventures and Advisor Emeritus at Hellman & Friedman LLC; previously Under Secretary of the Treasury for Domestic Finance (2009–2011), Managing Director and CFO at the World Bank (MD from 1999; CFO beginning in 2003), and co-chair of BT Wolfensohn following Bankers Trust’s purchase of Wolfensohn & Co. He holds a BA from Vassar College and MA/MPhil/PhD in economics from Yale; he taught economics at Princeton and worked at Brookings earlier in his career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canapi Ventures | Senior Advisor; Investment Committee member | Current | Fintech investing and oversight |
| Hellman & Friedman LLC | Managing Director | 2004–2009; 2011–2016 | Private equity leadership at scale |
| Hellman & Friedman LLC | Senior Advisor | 2016–2019 | Portfolio and firm advisory |
| Hellman & Friedman LLC | Advisor Emeritus | Current | Strategic counsel |
| U.S. Treasury | Under Secretary for Domestic Finance; Counselor to the Secretary | 2009–2011 | Awarded Alexander Hamilton award; financial regulatory policy |
| World Bank | Managing Director; Chief Financial Officer | MD from 1999; CFO beginning 2003 | Global financial operations leadership |
| BT Wolfensohn / Bankers Trust | Co-Chair, BT Wolfensohn; member of BT management committee | 1996 | Integration leadership post-acquisition |
| James D. Wolfensohn Inc. | Banker | ~15 years (pre-1996) | Advisory; client leadership |
| Princeton University | Faculty (Economics) | Early career | Academic rigor |
| Brookings Institution | Economist/Staff | Early career | Policy analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fidelity National Information Services, Inc. (FIS) | Independent Chairman of the Board | Current | Public company chair role |
| Capitolis, Inc. | Director | Current | Fintech risk/optimization platform |
| Promontory Financial Group, LLC | Advisory Board | 2016–2021 | Regulatory advisory network |
| Westfield Corporation | Director | 2016–2018 | Global retail real estate |
| Edelman Financial Services, LLC | Director | 2015–2018 | Wealth management |
| Vassar College | Trustee | 2003–2009; 2011–2021 | Institutional governance |
Board Governance
| Committee | Role | 2024 Meetings | Mandate/Notes |
|---|---|---|---|
| Risk Committee | Chair | 5 | Approves risk frameworks and risk appetite; oversees significant exposures; BK’s Board determined Goldstein meets Federal Reserve independence requirements to chair the Risk Committee . |
| Human Resources & Compensation (HRC) | Member | 7 | Oversees executive compensation and LTIP administration; CEO comp decisions; delegated award authorities under 2023 LTIP . |
| Finance Committee | Member | 5 | Reviews capital structure/plan, capital actions, recovery/resolution plans, ALM; approves and recommends annual capital plan to regulators . |
- Independent director (since 2014) per director nominees slate; committee memberships confirmed .
- Board held 14 meetings in 2024; all directors attended the 2024 Annual Meeting; each director attended at least 75% of Board/committee meetings; average director attendance ~95% .
- Independent board leadership; regular executive sessions; robust stockholder rights framework .
Fixed Compensation
2024 Director Compensation Elements (applicable to Goldstein based on roles):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Membership Cash Retainer | $110,000 | 2024 schedule |
| Risk Committee Membership Cash Retainer | $15,000 | 2024 schedule (Audit or Risk only) |
| Risk Committee Chair Cash Retainer | $30,000 | In addition to membership retainer |
| Annual Equity Award (Deferred Stock Units) | $195,000 | Granted shortly after the 2024 Annual Meeting; DSUs vest earlier of one year or next Annual Meeting; must be held while serving; dividends reinvested |
2025 Adjustments (Board-approved):
| Component | 2025 Amount (USD) | Change vs. 2024 |
|---|---|---|
| Annual Equity Award (DSUs) | $215,000 | +$20,000 |
| Risk Committee Membership Retainer | $25,000 | +$10,000 |
| HRC Committee Chair Retainer | $35,000 | +$10,000 (chair role applies to Robinson, not Goldstein) |
| Independent Chair Retainer | $175,000 | +$25,000 (role applies to Echevarria) |
- Director compensation reviewed/benchmarked annually by CGNSR with assistance from Meridian; mix of cash retainers and equity aligns director and stockholder interests .
Performance Compensation
| Element | Vesting/Performance | Risk/Ownership Controls |
|---|---|---|
| Deferred Stock Units (DSUs) | Vest on earlier of one year or next Annual Meeting; not performance-conditioned | Must be held while serving; dividends reinvested into DSUs; hedging and pledging prohibited; transactions require pre-clearance with Legal |
Note: BK does not use performance-conditioned equity (e.g., PSUs) for non-employee directors; performance metrics such as Adjusted ROTCE and relative TSR apply to NEO PSUs, not directors .
Other Directorships & Interlocks
| Company | Relationship to BK | Independence/Conflict Review |
|---|---|---|
| Fidelity National Information Services (FIS) | Goldstein serves as Independent Chairman | BK’s related party policy notes ordinary course services provided during the last three years to entities for which Goldstein (and others) served as an executive or were employed in 2024; fees were substantially below 2% thresholds and did not affect independence; no related party transactions required CGNSR approval/disclosure in 2024 . |
- Board maintains strict independence standards exceeding NYSE/SEC in some cases; ordinary course services below thresholds did not impair independence determinations .
Expertise & Qualifications
- Private equity leadership (Hellman & Friedman), operations of large financial institutions (World Bank CFO/MD), and financial regulation/banking (U.S. Treasury) .
- Meets Federal Reserve independence requirements to chair BK’s Risk Committee; experienced in identifying, assessing, and managing risk exposures of large complex financial firms .
- Technology and market risk oversight intersect with Finance and HRC responsibilities, supporting board effectiveness in capital, compensation, and enterprise risk .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of Common Stock Beneficially Owned (as of Feb 19, 2025) | 85,083 |
| Ownership as % of Shares Outstanding | <1% (none of the named individuals >1%) |
| Right to Acquire within 60 Days (equity/deferred plans) | 85,083 |
- Robust anti-hedging and anti-pledging policies for directors; transactions in company securities must be pre-cleared with Legal .
- Director stock ownership guidelines: by the 5th anniversary of service, directors must own BK shares with market value ≥ 5x annual cash retainer; DSUs cannot be hedged, pledged, or transferred .
Governance Assessment
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Strengths:
- Independent since 2014 with deep risk, regulatory, and large-institution finance expertise; chairs Risk Committee under Fed independence standards—a strong signal for risk governance and investor confidence .
- Active committee engagement across Risk (5 meetings), HRC (7), and Finance (5), covering enterprise risk, executive pay, and capital strategy .
- Alignment mechanisms: DSU equity held while serving; strict anti-hedging/pledging; stock ownership guideline (≥5x retainer by year five) .
- Board-level attendance robust (avg ~95%), all directors attended the 2024 AGM; independent board leadership and executive sessions .
-
Potential red flags and mitigating factors:
- External chair role at FIS creates a network interlock; however, BK discloses ordinary-course services to director-related entities below materiality thresholds and reports no related-party transactions requiring approval or disclosure in 2024, supporting independence .
- No hedging/pledging allowed; no loans or preferential arrangements disclosed; Section 16 reports were timely in 2024, reducing compliance risk .
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Compensation signals:
- Director equity increased to $215,000 and Risk membership retainer increased to $25,000 for 2025, reflecting elevated demands on independent directors (particularly risk oversight) and competitive benchmarking via Meridian; structure remains primarily equity-aligned with retention requirements .
Overall implication: Goldstein’s risk governance leadership, regulatory pedigree, and broad financial institution experience contribute positively to board effectiveness and investor confidence, with limited conflict indicators and strong alignment policies in place .