Linda Cook
Bank of New York MellonAbout Linda Z. Cook
Independent director at BNY Mellon since 2016; age 66. Currently CEO and director of Harbour Energy plc; Senior Advisor to EIG Global Energy Partners; previously a member of Royal Dutch Shell’s Executive Committee and Board with 29 years at Shell across the U.S., Netherlands, U.K., and Canada. Holds a B.S. in Petroleum Engineering from the University of Kansas; skills highlighted include financial expertise, international operations, investing/financing, and climate/energy expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell plc | Executive Committee member and Director; primary responsibility for global upstream Natural Gas; oversight of trading, Renewables, Downstream R&D and Major Projects | 29 years; retired from Shell (date not specified) | Senior policy-making in global operations; energy/climate expertise |
| Shell Canada Limited | CEO | Not disclosed | Led Canadian operations |
| Shell Gas & Power | CEO | Not disclosed | Led global gas and power businesses |
| Shell Exploration & Production | Executive VP Finance, Strategy & HR | Not disclosed | Finance and strategic leadership in upstream |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Harbour Energy plc (LSE) | CEO and Board Member | Since April 2021 |
| EIG Global Energy Partners | Senior Advisor; formerly Partner, MD, Executive Committee member | Joined 2014; latest role Senior Advisor |
| University of Kansas Endowment Association | Trustee | Not disclosed |
| Society of Petroleum Engineers | Member | Not disclosed |
| Prior public boards | KBR, Inc.; The Boeing Company; Marathon Oil Corporation; Cargill Inc.; Royal Dutch Shell plc entities; Shell Canada Limited | Prior service (dates not disclosed) |
Board Governance
- Independence: Determined independent; one of 10 independent nominees in 2025 .
- Committee assignments: Audit Committee Chair; member of Corporate Governance, Nominating & Social Responsibility (CGNSR). Stepped down from Human Resources & Compensation (HRC) Committee in April 2024 .
- Financial expert: Audit Chair status and SEC “financial expert” designation; FDIC banking/financial management expertise and NYSE accounting/financial management expertise .
- Attendance: Board held 14 meetings in 2024; each director attended at least 75% of Board and committee meetings; average director attendance ~95%. Audit Committee held 13 meetings in 2024 .
- Voting outcomes: Re-elected April 15, 2025 (For 585,361,719; Against 5,320,249; Abstain 1,246,655; broker non-votes 53,623,834) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $110,000 | Applicable to all non-employee directors |
| Audit Committee Chair fee | $30,000 | In addition to membership fee |
| Audit Committee membership fee | $15,000 | Applies to Audit/Risk membership |
| Fees earned in cash (2024 actual) | $155,500 | Consistent with role mix (Board + Audit Chair + Audit membership) |
| Equity award (DSUs, 2024 grant) | $195,000 | DSUs vest earlier of one year or next annual meeting; must be held while on Board; dividends reinvested |
| Total 2024 director compensation | $350,000 | Cash + equity for 2024 |
2025 framework changes for independent directors: annual equity award increased to $215,000; Audit/Risk membership retainers increased to $25,000; HRC Chair retainer increased to $35,000; Independent Chair retainer increased to $175,000 .
Performance Compensation
Directors do not receive performance-conditioned equity; compensation is structured for alignment via time-based deferred stock units (DSUs) held until retirement.
| Equity Element | Grant Date | Shares/Units | Grant Value | Vesting | Dividend Treatment |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | April 2024 | 3,581 DSUs | $195,000 | Vest earlier of one year from grant or next annual meeting | Dividends accrue and reinvest into DSUs |
Other Directorships & Interlocks
| Company | Role | Current/Past |
|---|---|---|
| Harbour Energy plc | CEO, Director | Current |
| KBR, Inc. | Director | Past |
| The Boeing Company | Director | Past |
| Marathon Oil Corporation | Director | Past |
| Cargill Inc. | Director | Past |
| Shell entities (Royal Dutch Shell plc, Royal Dutch Shell Petroleum Co. NV, Shell Canada Limited) | Director | Past |
Independence review noted ordinary-course services provided by BNY to certain entities for which Ms. Cook (and others) served as executive/employed in 2024; amounts well below NYSE/SEC and company thresholds; not material and did not impair independence .
Expertise & Qualifications
- Audit and financial expertise; designated “audit committee financial expert” and banking/financial management expertise; NYSE accounting/financial management expertise .
- Senior leadership in global, regulated industries; financing and investing acumen .
- Climate and energy domain experience; oversight of sustainability-related matters via Board and CGNSR roles .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Linda Z. Cook | 32,673 | Includes 32,673 shares she has the right to acquire within 60 days |
| BNY Shares Outstanding (2/19/2025) | 717,973,917 | For ownership % context |
- Ownership as % of shares outstanding: 32,673 / 717,973,917 ≈ 0.0046% (numerator and denominator as cited) .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company securities; transactions require pre-clearance .
- Director stock ownership guideline: 5x annual cash retainer within five years of Board service; DSUs must be held while serving .
Governance Assessment
- Strengths: Audit Committee Chair and designated financial expert; extensive operational and risk oversight background; strong alignment via DSU holding and ownership guidelines; independence upheld despite ordinary-course service relationships; high Board engagement (13 Audit meetings; overall Board attendance ~95%) .
- Investor confidence signals: Strong say-on-pay support (95% in 2024 proxy) and high 2025 advisory support (For 557,011,153; Against 33,100,363; Abstained 1,817,107) .
- Potential conflicts: Concurrent CEO role at Harbour Energy and advisory ties to EIG create external commitments; BNY’s related-party policy and independence review found ordinary-course services at prevailing terms and below thresholds; no related-party transactions requiring disclosure in 2024; anti-hedging/pledging reduces alignment risk .
- Attendance/engagement: Meets Board expectation to attend Annual Meeting; each director ≥75% attendance; overall ~95%, supporting effectiveness .
RED FLAGS
- None disclosed: no related-party transactions requiring CGNSR approval; prohibited hedging/pledging; strong independence determination and attendance; no delinquent Section 16 filings reported for directors in 2024 .