Robin Vince

About Robin Vince

Robin A. Vince (age 53) is President and CEO of The Bank of New York Mellon (BNY) and a management director since 2022; he became CEO in September 2022 after serving as President and CEO‑elect from March 2022 . He holds a B.A. from the University of Nottingham and previously served as Chief Risk Officer at Goldman Sachs and in multiple senior roles across treasury, operations, markets, and EMEA leadership . Under his leadership, BNY reported record 2024 revenue of $18.6B, record net income applicable to common shareholders of $4.3B, and delivered 23% ROTCE (reported) and 23.8% adjusted ROTCE; TSR for the year translated to $178.09 on a $100 base and net income was $4,543MM (pay‑versus‑performance table) . The Board highlights positive operating leverage, fee growth (+6% YoY), NII down 1% but outperforming outlook, expenses down 4% reported and up 1% ex‑notables, and capital returned of $4.4B (102% of earnings) in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
BNY Mellon	Vice Chair; CEO of Global Market Infrastructure (oversaw Clearance & Collateral, Treasury Services, Markets & Execution, Pershing)	2020–2022	Oversight of core market infrastructure businesses; groundwork for CEO succession
Goldman Sachs	Chief Risk Officer; Treasurer; Head of Operations; Head of Global Money Markets; COO EMEA; CEO Goldman Sachs International Bank	1994–2020	Led risk, liquidity, operations, markets, and international banking; partner since 2006; managing director since 2002

External Roles

Organization	Role	Years	Strategic Impact
The Hospital for Special Surgery	Board of Trustees	Current	Governance oversight at leading healthcare institution
Perelman Performing Arts Center (PAC NYC)	Board	Current	Civic/cultural governance in NYC
National Geographic Society	Hubbard Council member	Current	Advisory role at global scientific/cultural organization

Fixed Compensation

Year	Base Salary ($)	Target Incentive ($)	Target TDC ($)	Notes
2024	1,300,000	18,700,000	20,000,000	Target incentive increased to position CEO pay nearer peer median; no base salary change

Performance Compensation

Awarded 2024 Total Direct Compensation (based on 2024 performance; granted Feb 2025)

Component	Amount ($)	Structure / Vesting
Cash incentive	5,610,000	Paid January 2025
PSUs (grant value)	16,830,000	3‑year performance (2025–2027), earnout 0–150% vs Adjusted ROTCE (70%) and relative TSR (30%); cliff vest at end
RSUs (grant value)	5,610,000	Vests over 3 years; equal annual tranches

Scorecard outcomes and guardrails:

Corporate component earnout: 150% for 2024 (financial metrics 70%, non‑financial 30%) .
Individual modifier: 100% for Vince; risk assessment: no adjustment .
Minimum funding threshold: CET1 at least 8.5%; actual CET1 11.2% at 12/31/2024 .

PSU metric framework (2025 grants for 2024 performance)

Metric	Weighting	Target/Range	Payout Range	Vesting
Average Adjusted ROTCE (2025–2027)	70%	Bands with increased target; 22–26% yields 100–150%; >26% = 150%	0–150% for ROTCE component	Cliff vest at end of 3 years
Relative TSR vs TSR Peer Group	30%	50–75th percentile yields 100–150%; <25th percentile yields 0–<50%	Overall PSU earnout capped at 150%	Cliff vest at end of 3 years

TSR Peer Group: AMP, BAC, BLK, SCHW, C, BEN, GS, IVZ, JPM, MS, NTRS, RJF, STT, TROW, USB, WFC .

Summary Compensation Table (grant year accounting)

Year	Salary ($)	Stock Awards ($)	Non‑Equity Incentive ($)	All Other ($)	Total ($)
2024	1,300,000	16,275,042	5,610,000	110,985	23,296,027
2023	1,300,000	10,025,856	5,425,000	50,311	16,801,167
2022	916,667	6,706,317	3,557,540	22,945	11,203,469

Equity Ownership & Alignment

Category	Detail
Beneficial ownership (Feb 19, 2025)	214,468 shares; right to acquire 92,039 within 60 days
Ownership as % of outstanding	Less than 1% (none of named individuals >1%)
Stock ownership guidelines	CEO must hold 7x base salary within 5 years and retain 50% of net after‑tax shares until age 60; all NEOs must hold 4x base; all NEOs meet guidelines as of record date
Anti‑hedging/pledging	Robust prohibitions for executives and directors; pre‑clearance required
2024 vesting (realized)	70,857 shares vested; $3,927,422 value realized
Unvested RSUs (12/31/2024)	13,621 (2022), 45,680 (2023), 97,748 (2024)
PSUs outstanding (12/31/2024)	91,542 (2022–2024), 131,715 (2023–2025), 199,597 (2024–2026); market values shown in proxy
PSU earnout (2012 grant example)	2022–2024 PSUs earned at 125% (ROTCE 120% earnout, TSR 138% earnout; average adjusted ROTCE 22.3% vs 20.5% target)

RSU vesting cadence (for annual awards):

2024 grants: 33% vested on Feb 15, 2025; remaining vest 50% on Feb 15, 2026 and 50% on Feb 15, 2027 .

Employment Terms

Term	Provision
Role start dates	President & CEO‑elect March 2022; President & CEO September 2022
Contract type	No fixed‑term employment agreements; company avoids single‑trigger CIC benefits and excessive perquisites
Severance (without cause)	Cash severance $1,300,000; pro‑rated incentive $28,050,000 (actual 2024 cash + deferred); health/welfare $44,824; additional stock vesting value $36,743,845; total $66,138,669
Change‑of‑Control (CIC)	Cash severance $40,000,000; pro‑rated incentive at target $18,700,000; health/welfare $64,648; additional stock vesting $36,743,845; total $95,508,493 (plan indicates no single‑trigger)
Death	Additional stock award vesting value $36,743,845
Clawbacks/forfeitures	NYSE‑compliant recovery of erroneously awarded incentive‑based comp; broad conduct‑based clawback and forfeiture; risk‑based forfeiture possible
Deferred comp participation (2024)	No entries for Vince in nonqualified deferred compensation table
Perquisites	Company aircraft permitted for efficiency/security; Vince reimbursed all personal use in 2024; late 2024 Board required CEO use of company aircraft for all air travel; car/driver available but Vince reimbursed personal driver use

Board Governance

Board service: Management director since 2022; not independent; no committee memberships .
Board independence: 10 of 11 nominees are independent; Chair and CEO roles are separated (independent Chair: Joseph J. Echevarria); if combined in future, a Lead Independent Director will be appointed .
Board/committee cadence and attendance: Board held 14 meetings in 2024; average director attendance ~95%; all directors attended the 2024 Annual Meeting .
Anti‑pledging/hedging and strong shareholder rights (majority voting, proxy access, written consent) reinforce governance quality .

Compensation Structure Analysis

Observation	Detail
Pay mix shifts	CEO incentive equity tilt increased: PSUs 60% (from 50%), RSUs 20% (from 25%), cash 20% (from 25%), aligning pay with three‑year performance and stockholder interests
Performance linkage	Corporate scorecard (70% financial, 30% non‑financial) capped at 150%; 2024 corporate component paid at 150% with improvements in adjusted operating leverage, EPS, ROTCE, revenue and margin
Risk controls	Individual risk assessments; clawback/forfeiture policies; minimum CET1 8.5% threshold (actual 11.2% at YE 2024)
Say‑on‑pay	95% approval at 2024 Annual Meeting (for 2023 pay program)
Benchmarking	HRC references TSR peer group and G‑SIB peers; equity earnouts tied to adjusted ROTCE and relative TSR vs defined TSR peer set

Performance & Track Record

Metric (2024)	Value	YoY	Context
Adjusted total revenue ($B)	18.6	+4.3%	Fee revenue +6%; NII −1% vs outlook outperformance
Adjusted noninterest expense ($B)	12.5	+1.4%	Reported expenses −4% YoY
Adjusted operating leverage	+288 bps	n/a	Far Exceeds rating
Adjusted pre‑tax operating margin	32.6%	+2.2 pp	Exceeds rating
Adjusted net income applicable to common ($B)	4.5	+13.0%	Far Exceeds rating
OEPS ($)	6.03	+18.9%	Far Exceeds rating
Adjusted ROTCE	23.8%	+2.0 pp	Exceeds rating
Reported record revenue ($B)	18.6	n/a	Proxy introduction
Reported net income ($B)	4.3	n/a	Proxy introduction
Capital returned ($B)	4.4; 102% of earnings	n/a	Buybacks/dividends
Pay‑versus‑performance TSR (value of $100)	$178.09; Peer $173.90	vs 2023 $117.20	Company‑selected measure includes Adj. ROTCE 23.8% and net income $4,543MM

Director Compensation (for context; Vince receives none as management director)

Management directors do not receive Board compensation; Vince received $0 for Board service .
Independent director retainer/equity structure provided (e.g., 2024 equity $195k; cash $110k base; audit/risk membership adders) .

Related Party Transactions and Conflicts

No related party transactions requiring approval in 2024; strong policy and thresholds; periodic pre‑approvals and reporting to CGNSR .

Risk Indicators & Red Flags

Hedging/pledging prohibited for executives/directors; pre‑clearance required .
Broad clawbacks; NYSE‑mandated recovery policy for restatements .
Large CIC package ($95.5M total potential) could be viewed as generous but aligned with no single‑trigger practice; additional vesting components are standard for equity continuity .
Aircraft usage oversight and security‑driven requirements mitigate reputational/security risks; personal use reimbursed in 2024 .

Compensation Peer Group (Benchmarking, pay inflation risk)

TSR Peer Group comprises major asset managers and banks (AMP, BAC, BLK, SCHW, C, BEN, GS, IVZ, JPM, MS, NTRS, RJF, STT, TROW, USB, WFC); compensation benchmarking also references G‑SIBs .
Target percentile for pay vs peers not explicitly disclosed; HRC noted raising CEO target incentive closer to peer median due to performance and G‑SIB complexity .

Say‑on‑Pay & Shareholder Feedback

95% approval on 2024 say‑on‑pay vote (for 2023 compensation program) .
Extensive stockholder outreach to holders of >65% of shares; director engagement on governance and compensation .

Expertise & Qualifications

Deep experience in risk, capital and liquidity, operations, markets, international banking, and financial regulation; knowledge of BNY businesses .

Board Governance (director service details)

Aspect	Detail
Director since	2022
Independence	Not independent (management director)
Committees	None
Board leadership	Independent Chair; separation of roles; mechanism for Lead Director if roles combine
Meeting attendance	Board averaged ~95% attendance in 2024; 14 meetings; all directors attended Annual Meeting

Fixed Compensation (detail table for grant mechanics)

Grant Type (2024 grant year)	Date	Units	Grant‑date FV ($)	Notes
PSUs	2/1/2024	195,496 target; 293,244 max	10,850,028	Earnout 0–150% based on Adjusted ROTCE and relative TSR
RSUs	2/1/2024	97,748	5,425,014	Vests pro‑rata over 3 years

Investment Implications

Equity‑heavy incentives with increased PSU weighting (60%) heighten alignment to three‑year adjusted ROTCE and relative TSR; 2024 corporate component at 150% and strong operating leverage signal near‑term confidence but raise expectations for sustaining ROTCE and EPS growth through 2027 PSU window .
Vesting cadence creates predictable potential selling windows each February; however, stringent ownership/retention requirements (7x salary, 50% net share hold to age 60) and anti‑hedging/pledging policies limit discretionary selling pressure and reduce alignment risk; monitor Form 4s around mid‑February vest dates .
CIC economics ($95.5M total potential) and accelerated vesting could represent retention strength but investor sensitivity to severance scale remains; the company’s “no single‑trigger” stance mitigates governance concerns .
Separation of Chair and CEO, high board independence, and robust risk/clawback frameworks reduce dual‑role governance risks; say‑on‑pay support (95%) and TSR outperformance vs peer cohort strengthen sentiment, but continued delivery on adjusted ROTCE and cost discipline will be critical for PSU earnouts and stock performance through 2027 .