K. Guru Gowrappan
Bank of New York MellonAbout K. Guru Gowrappan
K. Guru Gowrappan, 44, is an independent director of The Bank of New York Mellon Corporation (BK) since 2021. He currently serves on the Audit and Technology Committees and has been designated an “audit committee financial expert.” His background spans leadership in digital media, e‑commerce and technology, including President of Viasat, Inc. (Apr 2023–Jan 2025) and CEO of Verizon Media Group (Oct 2018–Sep 2021); he holds an M.S. in Computer Science (USC), completed the Tuck Business Bridge Program (Dartmouth), and earned a bachelor’s degree from the University of Madras.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viasat, Inc. | President | Apr 2023 – Jan 2025 | Senior operating leadership in global communications business |
| Verizon Media Group (Verizon Communications) | CEO | Oct 2018 – Sep 2021 | Led Yahoo and other media brands serving ~900M MAUs |
| Oath, Inc. (Verizon) | President & COO | Joined Apr 2018 | Oversight of operations during integration phase |
| Alibaba Group | Global Managing Director | 2015 – 2018 | International expansion for consumer and enterprise products |
| Quixey | Chief Operating Officer | Not disclosed | Led Product, Business, and Marketing |
| Zynga Inc. | COO, Growth & Emerging Initiatives | Not disclosed | Helped guide company through IPO process |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| water.org | Board member | Global nonprofit focused on water/sanitation |
Board Governance
- Independence: The Board determined Mr. Gowrappan is independent. The Board also reviewed business relationships and found none material; independence unaffected.
- Committee assignments (and changes):
- Audit Committee member; designated an “audit committee financial expert.” Audit met 13 times in 2024.
- Technology Committee member; met 6 times in 2024.
- Risk Committee member until April 2024; portfolio rebalanced when he joined Audit. Risk met 5 times in 2024.
- Attendance: The Board held 14 meetings in 2024; every director attended at least 75% of Board/committee meetings; average attendance ~95%; all directors attended the 2024 Annual Meeting.
- Anti-hedging/pledging: Robust prohibitions for directors; transactions must be pre-cleared.
- Executive sessions and independent leadership: Independent Chair; independent committees; regular executive sessions.
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Board cash retainer | $110,000 | Standard non-employee director retainer |
| Committee membership retainer (Audit or Risk) | $15,000 | Per committee membership (Audit or Risk) |
| Committee chair fees | $25,000 (CGNSR/Finance/Technology), $30,000 (Audit/Risk) | Not applicable to Mr. Gowrappan in 2024 |
| Mr. Gowrappan – Cash earned 2024 | $125,000 | Matches $110k + $15k for committee membership |
2025 framework changes (effective after 2025 Annual Meeting): Audit/Risk membership retainer increased to $25,000; Independent Chair +$25,000; HRC Chair +$10,000.
Performance Compensation
| Equity Element | Design | 2024 Grant Value/Units | Vesting/Performance |
|---|---|---|---|
| Deferred Stock Units (DSUs) | Annual grant; must be held while on Board | $195,000; 3,581 DSUs granted Apr 2024 | Vest earlier of one year after grant or next Annual Meeting; no performance conditions |
| 2025 DSU target | Annual grant | $215,000 | Same vesting construct; no performance conditions |
DSUs accrue dividends as additional DSUs; directors must retain DSUs until retirement. No options or performance-based awards are used for director pay.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Potential interlocks/conflicts | Board reviewed ordinary-course relationships; none material; independence unaffected. |
Expertise & Qualifications
- Digital/media/commerce technology integration across advertising, eCommerce, payments, monetization, social, content, gaming.
- Corporate development and international expansion; leadership of global technology companies.
- Audit committee financial expertise as defined by SEC rules.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned shares (2/19/2025) | 16,829 | As reported in proxy |
| Unvested DSUs outstanding (12/31/2024) | 3,581 | Granted April 2024 |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; DSUs must be held while serving | Applies to all independent directors; anti-hedging/pledging policy in place |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) reporting status (2024) | Company states all directors and executive officers timely complied; no delinquent reports. |
The proxy does not detail individual Form 4 transactions. Monitor future filings for updates.
Governance Assessment
- Board effectiveness and skills mix: His technology and global operating experience complement BK’s risk, financial, and infrastructure oversight needs; presence as an Audit Committee financial expert strengthens financial reporting oversight.
- Independence and conflicts: No related-party transactions requiring approval in 2024; Board-reviewed relationships immaterial; independence affirmed.
- Engagement and attendance: Board/committee workload is significant (Audit 13; Technology 6 meetings); aggregate attendance strong (~95%); individual at least 75% by policy.
- Pay alignment and ownership: Director pay balanced between cash and DSUs with hold-to-retirement, aligning with shareholder interests; no performance risk in director pay design; ownership guideline (5x cash retainer) supports alignment.
- RED FLAGS: None apparent. Anti-hedging/pledging policies reduce alignment risk; no outside public boards limits interlocks/time constraints; no related-party transactions.
Say-on-Pay & Shareholder Feedback (Context for governance culture)
- Say-on-pay support: 95% approval at 2025 Annual Meeting.
- Investor engagement: Outreach to investors representing over 65% of outstanding shares in 2024–2025 cycles.
Committee Snapshot (for reference)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 13 | Joined Apr 2024; enhances financial oversight |
| Technology | Member | 6 | Oversight of technology strategy, AI/cyber reporting cadence |
| Risk | Member until Apr 2024 | 5 | Rotated off when joining Audit |
Director Compensation – Individual (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Awards (DSUs) | 195,000 |
| Total | 320,000 |
2024 director cash/fee framework: Annual cash $110,000; Audit/Risk membership $15,000; chair fees as applicable. 2025 adjustments: DSU grant to $215,000; Audit/Risk membership retainer to $25,000.