Rakefet Russak-Aminoach
Bank of New York MellonAbout Rakefet Russak-Aminoach
Independent director of The Bank of New York Mellon Corporation since 2024; age 59. Managing Partner at Team8; former President & CEO of Bank Leumi (2012–2019) after prior senior roles including Chief Credit Officer and Senior Deputy CEO. Education: LLB, MBA in Finance & Insurance, BA in Accounting & Economics (Tel Aviv University); Israeli CPA. Tenure on BK’s board: first elected at the 2024 Annual Meeting; currently serves on the Risk and Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank Leumi le-Israel B.M. | President & CEO | May 2012–Oct 2019 | Led business transformation; deep experience in credit and risk management . |
| Bank Leumi le-Israel B.M. | Chief Credit Officer; Senior Deputy CEO | 2004–prior to CEO | Credit, risk, human capital leadership . |
| KPMG Israel | Chief Executive Officer | Prior to 2004 | Professional services leadership; regulatory and finance exposure . |
External Roles
| Organization | Status | Role | Notes |
|---|---|---|---|
| Team8 (venture group) | Private | Managing Partner | Builds/invests in fintech, enterprise, data, digital health . |
| Hailo Technologies | Private | Chair | AI/semiconductor company; chair role . |
| Bluespine, Inc. | Private | Director | Board service . |
| April Tax Solutions, Inc. | Private | Director | Board service . |
| 40Seas Ltd. | Private | Director | Board service . |
| Spott Incredibles Technologies Ltd. | Private | Director | Board service . |
| Fulbright Israel | Non-profit | Director | Board service . |
| Jewish Federations of North America | Non-profit | Investment Committee | Committee member . |
| Other current public company boards | — | None | No public company directorships (reduces interlock risk) . |
Board Governance
- Independence: The board determined Russak-Aminoach is independent (BK’s board has 10 independent nominees, including her) .
- Committee assignments: Member, Risk Committee; Member, Technology Committee (effective April 9, 2024) .
- Financial expert designation: Not identified as SEC “financial expert” in the nominees table; financial expert flags apply to other directors .
- Attendance and engagement: BK’s board held 14 meetings in 2024; each director attended at least 75% of meetings; average director attendance ~95%. Risk Committee held 5 meetings; Technology Committee held 6 meetings in 2024 .
- Majority voting and resignation policy: Directors must receive a majority of votes cast; incumbents failing to do so must tender resignation, reviewed by the CGNSR Committee within 90 days .
- Related-party safeguards: BK’s related party transactions policy requires CGNSR Committee approval for covered transactions over $120,000; no related party transactions required approval or proxy disclosure in 2024 .
Fixed Compensation
| Metric | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,865 | Partial-year service after election at 2024 Annual Meeting . |
| Stock Awards ($) | $195,000 | Granted as 3,581 deferred stock units (DSUs) in April 2024; DSUs accrue dividends and vest on earlier of one year or next Annual Meeting and must be held while serving . |
| Total ($) | $285,865 | Sum of cash and equity. |
Director fee framework and changes:
- Standard cash retainers (2024): Board membership $110,000; Audit/Risk Committee membership $15,000; chair fees as applicable (none for Russak-Aminoach) .
- 2025 updates: Annual DSU equity increased to $215,000; Audit/Risk Committee membership retainer increased to $25,000; HRC chair retainer increased to $35,000; Independent Chair retainer increased to $175,000 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity compensation | Deferred Stock Units (time-based) | None; independent directors do not receive PSUs/options or performance-tied equity; DSUs vest time-based and must be retained while serving . |
BK emphasizes that a substantial portion of director compensation is equity and must be retained until retirement to align interests; directors are subject to robust anti-hedging/anti-pledging policies .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (limits interlock/conflict risk across public competitors/customers) . |
| Private company boards | Hailo Technologies (chair); Bluespine; April Tax Solutions; 40Seas; Spott Incredibles . |
| Non-profit/academic roles | Fulbright Israel (board); Jewish Federations of North America (Investment Committee) . |
| BK overboarding policy | Board monitors outside commitments; directors must pre-clear significant changes; policy caps other public boards (≤3 for non-executive directors) and is assessed annually . |
Expertise & Qualifications
- Deep financial services leadership; credit and risk management; financial regulation; human capital management; led business transformations .
- Experience in operations of large financial institutions (Bank Leumi CEO) .
- Technology oversight via Team8 and Technology Committee (BK) .
- Legal, accounting, and economics education; CPA credential .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,676 (as of Feb 19, 2025) | Includes rights to acquire shares within 60 days under plans . |
| Unvested DSUs outstanding | 3,581 (granted April 2024) | Vests on earlier of one year or next Annual Meeting; DSUs accrue dividends and must be held while serving . |
| Ownership guidelines | Directors must own ≥5× annual cash retainer by 5th anniversary of board service; trading policies prohibit hedging/pledging . | |
| Anti-hedging/pledging | Directors prohibited from hedging or pledging company securities; transactions must be pre-cleared . | |
| Section 16 compliance | BK states directors complied with Section 16(a) reporting in 2024 . |
Governance Assessment
-
Positives
- Independence and risk/technology committee roles align with her background in bank leadership and risk management, supporting board effectiveness in core oversight areas (risk appetite, tech governance, AI/cyber) .
- No other public company boards and BK’s related party review disclosed no related party transactions requiring approval or proxy disclosure in 2024, mitigating interlock/conflict concerns .
- Equity is paid in DSUs that must be held while serving, and BK prohibits hedging/pledging, reinforcing alignment and investor confidence .
- Board process quality: majority voting with resignation policy; strong attendance culture; committee cadence (Risk 5; Technology 6) indicates active oversight .
-
Watch items
- Newer director (first elected in 2024) — ongoing observation warranted for attendance continuity and contribution depth as BK executes strategy and technology initiatives .
- Private board roles (Team8/Hailo/others) — monitor for potential perceived conflicts if BK engages with entities in those ecosystems; BK’s policy framework mitigates, but future disclosures should be reviewed for any business relationships .
-
Shareholder signals
- Say-on-pay support: 95% approval in 2024 reflects broad shareholder confidence in BK’s compensation governance; while focused on NEOs, it indicates strong governance standing overall .
Appendix: Committee Reference
| Committee | Membership | Chair | 2024 Meetings | Scope Highlights |
|---|---|---|---|---|
| Risk | Member (Russak-Aminoach) | Jeffrey A. Goldstein | 5 | Approves risk policies and appetite; reviews significant risk exposures and compliance . |
| Technology | Member (Russak-Aminoach) | Alfred W. “Al” Zollar | 6 | Reviews technology strategy/investments; AI/cybersecurity governance; tech risk . |