Sandie O’Connor
Bank of New York MellonAbout Sandie O’Connor
Sandie O’Connor (age 58) is an independent director of The Bank of New York Mellon Corporation (BK) since 2021. She is a retired Chief Regulatory Affairs Officer of JPMorgan Chase & Co. and serves on BK’s Risk and Technology Committees, bringing deep expertise in risk management, financial regulation, and capital markets. She holds a B.S. in Finance and International Business from NYU Stern.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Regulatory Affairs Officer; prior roles included Global Treasurer and Head of Prime Services; Executive Committee member | Joined the firm in 1988; retired (date not disclosed) | Led firm-wide regulatory strategy and G-20 policymaker engagement; senior leadership across treasury and capital markets functions |
| Federal Reserve Board’s ARRC | Chair | Not disclosed | Led U.S. benchmark reform efforts away from LIBOR |
| Treasury Markets Practices Group (FRBNY-sponsored) | Member (former) | Not disclosed | Contributed to best practices in U.S. treasury markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | Director (public company) | Current | Not disclosed |
| Ripple | Director | Current | Not disclosed |
| BNY Mellon Government Securities Services Corp. | Chair of the Board (BK subsidiary) | Current | Governance oversight of government securities services; role carries separate compensation |
| FDIC Systemic Resolution Advisory Committee | Member | Current | Advisory input on systemic resolution matters |
| YMCA of Greater NY | Director | Current | Community involvement |
| PlanetFirst Partners | Advisory Board Chair | Current | Sustainability-focused advisory leadership |
Board Governance
- Independence: O’Connor is one of 10 independent director nominees; BK’s board regularly meets in executive session without management, led by an independent Chair.
- Committees: Member, Risk Committee (enterprise risk policies, risk appetite, major risk exposures); Member, Technology Committee (technology strategy, significant investments, AI/cyber oversight).
- Attendance and engagement: The board held 14 meetings in 2024; all directors attended the 2024 Annual Meeting. Each director attended at least 75% of meetings; average director attendance was ~95%.
- Independence safeguards: Board-level independence standards exceed NYSE/SEC thresholds; no 2024 transactions required related-party disclosure; ordinary-course services to director-affiliated entities were below materiality thresholds.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Membership retainer (cash) | $110,000 | Standard independent director cash retainer |
| Risk Committee membership retainer (cash) | $15,000 | Additional retainer for Risk Committee membership |
| Fees Earned or Paid in Cash (total) | $125,000 | Sum of board + committee retainers |
| All Other Compensation | $135,000 | Compensation for subsidiary board role (Chair, BNY Mellon Government Securities Services Corp.) |
| Stock Awards (Deferred Stock Units) | $195,000 | Annual equity grant value for directors in 2024 |
| Total 2024 Director Compensation | $455,000 | Aggregate |
Notes and changes:
- 2025 framework increases: equity award to $215,000; Audit/Risk membership retainer to $25,000; Independent Chair retainer to $175,000; HRC Chair to $35,000.
Performance Compensation (Director Equity Terms)
| Metric/Term | 2024 Value/Term | Vesting/Conditions |
|---|---|---|
| Deferred Stock Units (DSUs) grant value | $195,000 | Granted shortly after 2024 Annual Meeting; DSUs must be held while serving on the Board; accrue dividends reinvested in DSUs |
| DSUs (units granted) | 3,581 units | Vest on earlier of one year after grant or next Annual Meeting |
| Holding & hedging | Must retain DSUs while serving; directors prohibited from hedging/pledging BK securities; pre-clearance required for transactions | Corporate policy applies to all directors |
| 2025 equity update | $215,000 annual DSU value | Design adjustment aligns with market practice |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Terex Corporation | Public company | Director | No interlocks disclosed with BK peers/suppliers/customers in proxy |
| Ripple | Private company | Director | Not a BK subsidiary; independence maintained per BK standards |
| BNY Mellon Government Securities Services Corp. | BK subsidiary | Chair of Board | Additional compensation disclosed; governance role within BK group |
Expertise & Qualifications
- Senior leadership in a global SIFI context; expertise in risk management, governance, financial regulation, capital markets, and strategic planning.
- Regulatory pedigree (ARRC Chair; FRBNY Treasury Markets member); deep familiarity with benchmark reform and market practices.
- Technology oversight via BK Technology Committee; risk oversight via BK Risk Committee.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned (as of Feb 19, 2025) | 5,193 shares; less than 1% of outstanding |
| Right to acquire within 60 days (equity/deferred plans) | 5,193 shares counted within the above |
| Unvested DSUs (as of Dec 31, 2024) | 3,581 units (annual director grant) |
| Director stock ownership guideline | Minimum 5× annual cash retainer within five years of board service; must hold DSUs while serving; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness: O’Connor’s risk and regulatory background aligns with her Risk Committee assignment; Technology Committee membership supports oversight of cyber/AI—consistent with BK’s emphasis on risk-aware culture and tech governance.
- Independence and conflicts: No related-party transactions required disclosure in 2024; independence determinations reviewed against stringent standards, with client-service relationships well below thresholds.
- Attendance and engagement: Strong board attendance metrics (avg. ~95%) and full participation at the Annual Meeting support director engagement.
- Compensation alignment: Director pay structure mixes cash and DSUs held while serving, with robust anti-hedging/pledging and ownership guidelines (5× retainer). Her additional subsidiary-chair compensation is transparently disclosed.
- Shareholder sentiment signal: 2024 say‑on‑pay received 95% support, indicating broad investor confidence in BK’s compensation governance framework.
Red flags and watch items:
- Additional subsidiary-chair compensation materially increases total director pay vs. base retainer; monitor for time commitment and role clarity given dual board responsibilities.
- No individual attendance percentage disclosed; rely on board-level metrics—continue to monitor per-director attendance trends if disclosed in future proxies.
Overall, Sandie O’Connor’s regulatory and risk credentials, combined with committee placements, support board effectiveness in overseeing BK’s risk management, technology strategy, and policy environment; disclosures indicate strong independence practices and alignment safeguards (ownership guidelines, anti-hedging/pledging) with transparent compensation.