M. Amy Gilliland

About M. Amy Gilliland

M. Amy Gilliland is an independent director of The Bank of New York Mellon Corporation (BNY Mellon) since 2021 and currently serves as President of General Dynamics Information Technology (GDIT), a business unit of General Dynamics Corporation; she is 50 years old and brings deep information technology and cybersecurity expertise to the Board . Her education includes a bachelor’s degree with distinction from the U.S. Naval Academy, a master’s degree from Cambridge University, and an MBA from Georgetown University; she previously served in the U.S. Navy as a surface warfare and public affairs officer .

Past Roles

External Roles

Board Governance

• Independence: Gilliland is an independent director nominee; BNY Mellon’s Board comprises 10 independent nominees out of 11 directors, with CEO as the only non-independent member .
• Committee memberships: Audit (financial expert), Human Resources & Compensation (HRC), Technology; she is not a committee chair .
• Audit Committee: 13 meetings in 2024; Board determined she satisfies SEC “audit committee financial expert” definition and NYSE/FDIC expertise requirements; committee composed entirely of independent directors .
• HRC Committee: 7 meetings in 2024; oversight of CEO and executive compensation and equity plan administration .
• Technology Committee: 6 meetings in 2024; oversight of technology strategy, significant investments, cybersecurity, and AI governance .
• Attendance: Board held 14 meetings in 2024; each director attended at least 75% of Board and committee meetings; average attendance ~95%; all directors attended the 2024 Annual Meeting in-person .
• Board leadership: Independent Chair (Joseph J. Echevarria); regular executive sessions without management .

Fixed Compensation

Directors may elect to defer cash compensation under the Director Deferred Compensation Plan into variable funds or company phantom stock; Gilliland is not listed among those who deferred in 2024 (note indicates others) .

Performance Compensation

Other Directorships & Interlocks

• Public company boards: None (reduces interlock risk) .
• Ordinary-course business relationships: BNY provided financial services in the ordinary course to entities where Gilliland and certain other directors served as executives or were employed; fees were substantially below NYSE/SEC materiality thresholds for the last three years; Board determined no material relationships and independence not impaired .
• Charitable contributions: BNY (including subsidiaries and foundations) made contributions to organizations where Gilliland or family members had roles; all below NYSE/SEC thresholds; Board determined independence unaffected .

Expertise & Qualifications

• Information Technology and cybersecurity expertise; strategic planning and oversight of business combinations; leadership in operations of a global technology company .
• Audit Committee financial expert; accounting and related financial management expertise per Board determination .
• Degrees: U.S. Naval Academy (bachelor’s, with distinction), Cambridge University (master’s), Georgetown University (MBA) .

Equity Ownership

• Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging company securities; transactions must be pre-cleared with legal department .
• Director ownership guideline: By fifth anniversary of service, directors must own shares valued at least 5x annual cash retainer; director-level compliance status for Gilliland not disclosed .

Director Election and Say-on-Pay Voting Signals

Compensation Committee Analysis

• HRC Committee composition: Chair Elizabeth E. Robinson; members include Gilliland, Jeffrey A. Goldstein, Ralph Izzo; 4 independent members; 7 meetings in 2024 .
• Independent compensation consultant: Meridian Compensation Partners engaged by HRC; reports directly to committee; attends meetings; meets in executive session without management; annual independence assessment concluded no conflicts; Meridian also advised CGNSR on director compensation .
• Risk and clawbacks for executives: HRC conducts risk assessments; cash and equity awards subject to comprehensive clawback and forfeiture policies; PSUs based on Adjusted ROTCE (70%) and relative TSR (30%) over 3-year period for NEOs (context for committee oversight) .

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation and cross-committee service (Audit, HRC, Technology), supporting board effectiveness across financial oversight, pay governance, and tech/cyber risk .
  • High board and committee engagement signals: 14 Board meetings; committee meeting cadence (Audit 13, HRC 7, Technology 6); directors averaged ~95% attendance and all attended the annual meeting .
  • No current public company interlocks; ordinary-course services and charitable contributions reviewed and deemed non-material; independence affirmed by Board .
  • Equity alignment: Annual DSUs with hold-until-retirement feature; robust anti-hedging/pledging policy; ownership guideline of 5x cash retainer by year five .

• Watch items:

  • Potential perceived conflicts from BNY’s ordinary-course services to entities where Gilliland is an executive; currently below thresholds and evaluated as non-material, but continued monitoring is prudent given evolving governance expectations for related-party contexts .
  • Director-level ownership guideline compliance is not individually disclosed; transparency could be enhanced by reporting status at the director level .

• Investor confidence signals:

  • Strong support for executive pay (95% in 2024; 2025 advisory vote passed with substantial margin), and Gilliland’s 2025 re-election received high “For” votes, supporting governance stability .

No RED FLAGS identified: no pledging/hedging, no material related-party transactions, timely Section 16 compliance reported for all directors in 2024 .