Ralph Izzo
Bank of New York MellonAbout Ralph Izzo
Ralph Izzo, age 67, is an independent director of The Bank of New York Mellon Corporation (BNY) since 2020 and serves as Chair of the Corporate Governance, Nominating and Social Responsibility (CGNSR) Committee, with additional memberships on the Audit and Human Resources & Compensation (HRC) Committees . He is designated an SEC “audit committee financial expert,” with banking/financial management expertise and accounting-related financial management expertise per NYSE standards . Izzo is the retired Chairman, President and CEO of Public Service Enterprise Group (PSEG), with prior roles including President/COO of PSEG and President/COO of PSE&G; he holds BS, MS, and PhD degrees in mechanical engineering/applied physics from Columbia University and an MBA in finance from Rutgers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG) | Chairman & CEO; Executive Chair | Chairman & CEO: Apr 2007–Sep 2022; Executive Chair: Sep–Dec 2022 | Led large regulated energy company; strategic planning, finance, risk management; climate/energy expertise |
| PSEG | President & COO; Director | Oct 2006–Apr 2007 (President/COO) | Oversight of operations at holding company |
| Public Service Electric & Gas (PSE&G) | President & COO | Prior to Oct 2006 | Senior operating leadership at regulated utility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS Energy Corporation | Director (public) | Current | Governance insight in regulated utilities |
| Ovintiv Inc. | Director (public) | Current | Energy industry expertise |
| TerraPower (private) | Director | Current | Nuclear innovation oversight |
| U.S. Dept. of Energy | Fusion Energy Sciences Advisory Committee Member | Current | Energy policy/science advisory |
| Liberty Science Center; Hackensack Meridian Health; NJ Performing Arts Center | Trustee/Director (boards) | Current | Community/education leadership; NJPAC Executive Committee |
| University of Pennsylvania SEAS; Princeton Andlinger Center; MIT Nuclear Eng. Visiting Committee; Columbia Engineering BoV | Advisory roles | Current | STEM advisory across leading institutions |
| The Williams Companies, Inc. | Director (public) | 2013–2016 | Prior midstream energy board experience |
Board Governance
- Committee assignments: Audit (financial expert), CGNSR (Chair), HRC; other directors independent with separate Chair/CEO roles; Izzo is one of 10 independent nominees .
- Independence: Board determined Izzo is independent; charitable contributions to organizations where Izzo serves as director/trustee were below NYSE/SEC thresholds, with no material relationships or related-party transactions affecting independence in 2024 .
- Attendance/engagement: Board held 14 meetings in 2024; average director attendance ~95%, with each director attending at least 75%; Audit met 13 times, HRC met 7, CGNSR met 5, evidencing active committee oversight .
- CGNSR scope (Chair): Director nominations, board/committee evaluations, succession planning (CEO and Chair emergency plans), director compensation oversight, and enterprise sustainability oversight across climate, public policy, philanthropy, CRA/Fair Lending .
- Risk oversight: Audit and Risk Committees coordinate with management and Internal Audit; BNY uses multi-line risk framework and senior management risk councils .
- Stockholder engagement: Outreach to holders representing >65% of shares; say-on-pay received 95% support in 2024, indicating strong investor confidence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Standard non-employee director cash retainer |
| Audit Committee Membership Retainer | $15,000 | Applies to Audit/Risk committee membership; Izzo is Audit member |
| CGNSR Committee Chair Retainer | $25,000 | Izzo is CGNSR Chair |
| 2024 Director Equity Award (Deferred Stock Units) | $195,000 | Granted shortly after 2024 AGM; must be held while on board |
| Ralph Izzo – Total 2024 Cash Fees | $150,000 | Elected to defer cash compensation |
| Ralph Izzo – 2024 Stock Awards | $195,000 | Aggregate grant date fair value under ASC 718 |
| Ralph Izzo – 2024 Total Director Compensation | $345,000 | Sum of cash and stock awards |
- 2025 changes approved: annual equity award increased to $215,000; Audit/Risk membership retainer to $25,000; HRC Chair retainer to $35,000; Independent Chair retainer to $175,000 .
Performance Compensation
| Equity Type | Grant Date | Amount | Vesting | Performance Metrics |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) – Ralph Izzo | Apr 2024 | 3,581 units per independent director | Vest on earlier of 1 year or next AGM; must be held while on board; dividends reinvested | None; director DSUs are time-based, not performance-conditioned |
Directors do not receive PSUs/options or performance-conditioned equity; DSUs align interests via required retention and anti-hedging/pledging policies .
Other Directorships & Interlocks
| External Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| CMS Energy; Ovintiv | Current public company directorships | No related-party transactions requiring disclosure in 2024; independence affirmed |
| Charitable/Academic Boards (e.g., Liberty Science Center, Hackensack Meridian) | Trustee/Director | Charitable contributions to these organizations were below NYSE/SEC thresholds; no material impact on independence |
- Related-party policy: CGNSR must approve RPTs >$120,000 or at Legal’s discretion; pre-approvals for ordinary-course transactions at market terms; no RPTs required approval or disclosure in 2024 .
Expertise & Qualifications
- Senior leadership of a publicly traded energy company; experience in strategic planning, finance, risk, and operations of large regulated companies .
- Science/technology and public policy expertise; climate and energy supply/demand knowledge .
- Financial oversight credentials: SEC “audit committee financial expert,” banking/financial management expertise; NYSE accounting-related expertise designation .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 19, 2025) | 30,743 shares of BK common stock; none >1% ownership among directors; directors/officers as group ~0.14% |
| Rights to acquire within 60 days (included above) | Includes equity plan/deferred plan rights to acquire 30,743 shares for Izzo |
| Ownership guidelines (directors) | Required to own ≥5× annual cash retainer within 5 years; DSUs must be retained while on board |
| Hedging/Pledging | Prohibited for directors and executives; pre-clearance required for any transactions in BK securities |
Fixed Compensation (Director Program Framework)
| Type | 2024 | 2025 (Approved) |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | $110,000 (no change) |
| Audit/Risk Membership Retainer | $15,000 | $25,000 |
| Committee Chair Retainers (CGNSR/Finance/Technology) | $25,000 each | $25,000 each (unchanged) |
| HRC Committee Chair Retainer | $25,000 | $35,000 |
| Independent Chair Retainer | $150,000 | $175,000 |
| Annual Equity Award (DSUs) | $195,000 | $215,000 |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | All directors/officers timely complied; no delinquent filings |
| Beneficial ownership at Feb 19, 2025 | Ralph Izzo: 30,743 shares (includes rights to acquire within 60 days) |
Governance Assessment
- Board effectiveness: Izzo’s combined leadership of CGNSR and memberships on HRC and Audit provide leverage across director succession/refreshment, executive pay oversight, audit quality/internal control integrity, and sustainability governance—strengthening overall board accountability and risk-aware culture .
- Independence/conflicts: Independence affirmed; no related-party transactions requiring disclosure; charitable affiliations reviewed within thresholds—risk of conflicts appears low under policy safeguards .
- Engagement signals: Active committee cadence (Audit 13, HRC 7, CGNSR 5) and board meeting intensity (14; ~95% average attendance) support high engagement; separate Chair/CEO structure enhances independent oversight .
- Alignment: Director compensation includes significant equity via DSUs with mandatory retention, anti-hedging/pledging, and robust ownership guidelines (≥5× cash retainer)—favorable for alignment with long-term shareholder interests .
- Shareholder confidence: 2024 say-on-pay approval at 95% suggests stakeholder support for compensation governance; proactive investor outreach to holders of >65% underscores board responsiveness .
Red Flags
None identified in 2024: no related-party transactions requiring disclosure; hedging/pledging prohibited; Section 16 compliance timely; overboarding policy in place with CGNSR annual review .