Jose Minaya

About Jose Minaya

Global Head of BNY Investments and Wealth since September 2024 and a member of BNY’s Executive Committee; previously CEO of Nuveen (asset manager of TIAA) and earlier President/CIO of Nuveen and leader of TIAA’s global real assets division. Education: BS Finance, Manhattan College; MBA, Dartmouth’s Tuck School; current advisory roles at both institutions . Company performance context for pay: BNY reported 2024 revenue of $18.6B and ROTCE of 23% with strong operating leverage; PSUs for NEOs are tied to Adjusted ROTCE (70%) and relative TSR (30%) over three years, with the most recent completed PSU cycle (2022–2024) earning out at 125% based on 22.3% average Adjusted ROTCE and 69th percentile TSR .

Past Roles

Organization	Role	Years	Strategic Impact
Nuveen (TIAA)	Chief Executive Officer	2020–2024	Led ~$1T+ AUM global asset manager; pandemic-era digital engagement and client performance improvements
Nuveen	President & Chief Investment Officer	Pre-2020 (prior to CEO)	Oversaw global investment teams across equities, fixed income, real estate, private markets, alternatives, responsible investing
TIAA (Nuveen parent)	Head, Global Real Assets Division	Prior to Nuveen CIO	Built capabilities in real estate, agriculture, timber, infrastructure, energy, alt credit
AIG; Merrill Lynch; J.P. Morgan	Investment roles	Pre-2004	Early buy-side and banking experience

External Roles

Organization	Role	Years	Notes
Manhattan College	Board of Trustees	Current	Finance degree alumnus
Tuck School of Business (Dartmouth)	Board of Advisors / MBA Council	Current	MBA alumnus; advisory roles
National Forest Foundation	Board Member	Current	Conservation-focused non-profit
Industry/Other (examples)	Boards/Committees (e.g., ICI; Smithsonian Board of Regents Investment Committee; Moody’s)	Current (as profiled)	Governance, investment, and industry leadership

Fixed Compensation

Component	2024 Amount	Notes
Annual base salary	$650,000	Set upon joining as SEVP, Global Head of BNY Investments & Wealth in Sep-2024
Cash incentive (EICP paid Jan-2025)	$3,705,000	Per offer letter, 30% of $12.35M 2024 incentive in cash
Cash buyout (forfeited prior employer awards)	$4,659,653 (paid Feb-2025)	Subject to one-year repayment if resignation or termination for cause

Performance Compensation

Element	Grant date	Value / Shares	Metric	Weighting	Target / Grid	Actual/Payout	Vesting
2024 incentive PSUs (for 2024 performance)	Feb-2025 (awarded)	$5,557,500	Adjusted ROTCE	70%	Grid updated: 22–26% → 100–150%; >26% → 150%	Earnout pending (2025–2027)	Cliff vest after performance period ends (2028)
2024 incentive PSUs (for 2024 performance)	Feb-2025 (awarded)	— (value above)	Relative TSR vs TSR peer group	30%	Percentile bands; straight-line interp; overall PSU earnout capped at 150%	Earnout pending (2025–2027)	Cliff vest after performance period ends (2028)
2024 incentive RSUs (for 2024 performance)	Feb-2025 (awarded)	$3,087,500	Time-based	—	—	—	Equal annual installments over 3 years
RSU buyout (offer letter)	Oct-1-2024	$11,673,844; 164,166 RSUs	Time-based	—	—	—	50% vests Feb-28-2026 (82,429 sh); 50% vests Feb-28-2027 (81,737 sh)

PSU program design: Earnout range 0–150%; metrics tie to sustainable earnings growth and shareholder returns; PSUs cliff vest after the three-year performance period . EICP scorecard funding requires CET1 ≥8.5% (2024 actual 11.2%) and blends financial (70%) and non-financial goals (30%) .

Equity Ownership & Alignment

Item	Status
Beneficial ownership (Feb-19-2025)	0 shares
Outstanding awards at FY-end 2024	164,166 RSUs; market value $12,612,874 at $76.83 close
Stock ownership guidelines	Other NEOs must hold stock ≥4× base salary within 5 years
Compliance status	Below guideline currently (joined Sep-2024); five-year window to comply
Retention requirements	Must retain 75% of net shares until guideline met; 100% if out of compliance thereafter
Hedging/pledging	Prohibited for executives and directors
Section 16 compliance	No delinquent filings reported for 2024

Employment Terms

Provision	Terms / Economics
Executive Severance Plan (no cause termination)	Cash severance equals 1× base salary; benefit continuation and outplacement for 1 year; pro-rated annual incentive at company discretion
Change-in-control (double trigger)	2× sum of base salary and target annual incentive; no single-trigger benefits per pay practice
Minaya indicative payouts (as of 12/31/2024)	Termination w/o cause: $30,394,785 total (Cash severance $5,309,653; Pro-rated incentive $12,350,000; Health/Welfare $45,100; Additional stock vesting $12,690,032)
Minaya indicative payouts (CIC + qualifying termination)	$55,764,885 total (Cash severance $30,659,653; Pro-rated incentive $12,350,000; Health/Welfare $65,200; Additional stock vesting $12,690,032)
Clawback/recoupment	Broad forfeiture and recoupment policies plus NYSE/SEC-compliant clawback for erroneous incentive-based compensation
Tax gross-ups	Company avoids excessive perquisites and severance-related tax gross-ups per pay-practice principles

Performance & Track Record

2024 role outcomes: transitioned into BNY role, initiated go-forward strategy for Wealth and Investments, and led key succession hire for Insight Investment (Raman Srivastava named CEO designate) .
Company performance context: BNY 2024 adjusted financials exceeded expectations across revenue, margin, OEPS, and Adjusted ROTCE, supporting strong corporate scorecard funding for incentives .

Compensation Structure Analysis

Year-over-year mix: As a new hire, 2024 included a structured incentive ($12.35M: 30% cash, 70% deferred equity) plus buyout-based RSUs; deferred equity aligns multi-year value creation and retention via long-dated vesting in 2026–2027 .
Pay-for-performance linkage: PSUs earned based on three-year Adjusted ROTCE and relative TSR with 0–150% earnout and cliff vesting, directly tying outcomes to profitability and shareholder returns .
Risk controls: CET1 minimum funding threshold; comprehensive risk assessments; clawback and forfeiture overlays; no single-trigger CIC; anti-hedging/pledging .
Shareholder sentiment: Say-on-pay received 95% support in 2024, indicating broad investor alignment with compensation design .

Equity Ownership & Vesting Schedule (detail)

Award	Shares	Vesting Dates	Notes
RSU buyout (offer letter)	164,166	82,429 on Feb-28-2026; 81,737 on Feb-28-2027	Buyout value $11,673,844; subject to standard RSU forfeiture terms
2024 incentive RSUs	Value $3,087,500	Equal annual installments over 3 years	Granted Feb-2025 (for 2024 performance)
2024 incentive PSUs	Value $5,557,500	Earn 2025–2027; vest 2028 (cliff)	Metrics: Adjusted ROTCE 70%; TSR percentile 30%; overall cap 150%

Investment Implications

Alignment and retention: Large buyout RSUs vesting in 2026/2027 combined with PSU cliff vesting in 2028 create strong retention and multi-year alignment; anti-hedging/pledging and ownership-retention rules dampen near-term selling pressure .
Execution risk: New leadership of Investments & Wealth is in early innings; near-term goals include strategy implementation and talent succession (Insight CEO transition), with performance compensation tied to three-year profitability and TSR outcomes .
Change-in-control economics: Double-trigger framework and significant CIC totals reflect seniority; absence of single-trigger and presence of clawbacks mitigate shareholder-unfriendly risks .
Pay-for-performance: Scorecard and PSU design link payouts to Adjusted ROTCE and TSR; strong 2024 corporate performance supported high incentive funding, indicating management confidence but requiring sustained delivery through 2027 to realize PSU value .