Senthil Kumar

About Senthil Kumar

Senior Executive Vice President and Chief Risk Officer (CRO) of BNY Mellon since July 2019; age 59 as of FY2024. He is scheduled to be succeeded as CRO in the first half of 2025; the company stated the terms of his departure are consistent with company policies . Compensation is tied to a scorecard and multi‑year PSUs measured on Adjusted ROTCE and relative TSR; the 2022–2024 PSU cycle paid at 125% of target (ROTCE 120%, relative TSR 138%; TSR at the 69th percentile), indicating above‑target multi‑year performance alignment . 2024 key results for Kumar included prudent funding/liquidity management, enhanced regulatory program oversight, and strengthened financial crimes compliance; his individual modifier was 95% for 2024 and 102% for 2023 .

Past Roles

Organization	Role	Years	Strategic impact
BNY Mellon	Senior EVP & Chief Risk Officer	Jul 2019–1H 2025 (planned transition)	Supported responsible growth in strategic markets; prudently managed funding/liquidity and contingent funding strategies; enhanced governance and oversight of regulatory programs globally; invested in FCC capabilities; expanded risk/compliance campus program (Ind. modifier 95% for 2024). In 2023, supported resilience amid regional bank failures/CRE vulnerabilities; led regulatory enhancements and talent bench augmentation; embedded climate risk frameworks (Ind. modifier 102%).
Citigroup (Institutional Clients Group)	Chief Risk Officer	Apr 2014–Jun 2019	CRO for ICG prior to joining BNY Mellon as CRO in July 2019

External Roles

No other public company directorships disclosed for Kumar in the executive officer biographies; filings reviewed do not list external public boards for him .

Fixed Compensation

2024 Target Total Direct Compensation

Item	Amount
Annual Base Salary	$650,000
Target Incentive	$5,600,000
Target Total Direct Compensation	$6,250,000

Summary Compensation (SEC SCT basis; grant-date fair values)

Year	Salary	Stock Awards (RSU+PSU grant-date FV)	Non-Equity Incentive Plan Comp	All Other Comp	Total
2022	$600,000	$3,349,548	$1,871,100	$253,694	$6,074,342
2023	$650,000	$4,139,166	$1,964,520	$139,750	$6,893,436
2024	$650,000	$4,583,912	$2,394,000	$16,000	$7,643,911

Performance Compensation

2024 Award Determination and Payout Mix

Element	2024 inputs	Result/Payout	Vesting
Corporate Component	150%	Applied to target incentive	n/a
Individual Modifier	95%	Applied after corporate component	n/a
Cash Incentive	—	$2,394,000	Paid in cash
PSUs	—	$3,591,000 (grant value for 2025–2027 PSU)	Earn 0–150% on 2025–2027 metrics; cliff-vest after 3 years
RSUs	—	$1,995,000 (grant value)	Pro‑rata over three years

PSU Program Design and Earnouts

Performance Period	Metrics & Weighting	Earnout	Vesting
2022–2024	Adjusted ROTCE 70%; Relative TSR 30%	125% of target (ROTCE earnout 120%; TSR earnout 138%; TSR 69th percentile)	Cliff vest after performance period
2023–2025	Adjusted ROTCE and Relative TSR; 0–150% range	In progress	Cliff vest after performance period
2024–2026	Adjusted ROTCE and Relative TSR; 0–150% range	In progress	Cliff vest after performance period
2025–2027 (grant in 2025)	Adjusted ROTCE and Relative TSR continue	In progress	Cliff vest after performance period

2023 Scorecard Outcome (context)

Individual modifier: 102% based on resilience through bank stresses, regulatory enhancements, and embedding climate risk frameworks .

Equity Ownership & Alignment

Beneficial Ownership

Date (Record)	Shares Beneficially Owned	Right to Acquire Within 60 Days
Feb 14, 2024	131,292	72,776
Feb 19, 2025	139,450	45,970

Anti‑hedging and anti‑pledging: NEOs are prohibited from hedging or pledging company stock; short sales and margin purchases are prohibited; pre‑clearance of all transactions is required .
Stock ownership guidelines: CEO 7x salary; other Executive Committee members (including Kumar) 4x salary; five years to comply; as of record date, all NEOs met guidelines. Counting includes 50% of unvested RSUs; PSUs/options do not count .

Outstanding Equity at 12/31/2024 (Market value at $76.83 per share)

Award Type	Grant/Perf. Period	Unvested/Unearned Shares	Market Value
RSU	2022	6,803	$522,674
RSU	2023	24,026	$1,845,918
RSU	2024	35,397	$2,719,552
PSU (earned)	2022–2024	45,722	$3,512,802
PSU (in progress)	2023–2025	46,184	$3,548,329
PSU (in progress)	2024–2026	48,186	$3,702,143

2024 vesting/realization: 80,654 shares vested with value realized of $4,476,817 in 2024 .
RSU vesting schedules: 2024 annual awards vest 33% on Feb 15, 2025, and remaining unvested RSUs vest 50% on Feb 15, 2026 and 50% on Feb 15, 2027; 2023 awards vest pro‑rata with remaining 50% on Feb 15, 2026; 2022 annual awards completed vesting on Feb 15, 2025 .

Employment Terms

Topic	Details
Role and tenure	Senior EVP & CRO since July 2019; age 59 .
Executive status	Executive officers (other than CEO) serve at the pleasure of the appointing authority .
2024 Potential Payments – Termination (Dec 31, 2024 basis)	Without cause: Cash severance $650,000; Pro‑rated Incentive $7,980,000; Health/Welfare $38,614; Additional Stock Award Vesting $16,001,606; TOTAL $24,670,220. CoC: Cash severance $12,500,000; Pro‑rated Incentive $5,600,000; Health/Welfare $52,228; Additional Stock Award Vesting $16,001,606; TOTAL $34,153,834. Pro‑rated incentive uses actual amounts for without cause and target amounts for CoC per plan terms .
2023 Potential Payments – Termination (Dec 31, 2023 basis)	Without cause TOTAL $14,697,124; CoC TOTAL $21,066,460 (component detail in source) .
Clawbacks/forfeiture	NEO equity awards subject to 100% forfeiture during vesting and clawback thereafter; cash incentives subject to 100% clawback within three years, per comprehensive recoupment policies .
Trading policies	Executives must pre‑clear transactions; hedging, pledging, short sales, and margin purchases are prohibited .
Deferred compensation	BNY 401(k) Benefits Restoration Plan balance $8,660 (aggregate at 2024 year‑end); 2024 aggregate earnings $1,221 .
Succession/transition	Company announced Deputy CRO to succeed Kumar as CRO in 1H 2025; terms of departure consistent with policies .

Investment Implications

Pay-for-performance alignment: A significant portion of Kumar’s variable pay is equity deferred over three years (RSUs) or earned on 3‑year Adjusted ROTCE/relative TSR grids (PSUs). The 2022–2024 PSU earnout at 125% of target shows above‑target performance linkage over the full cycle, while 2024 scorecard paid at 150% corporate x 95% individual, yielding balanced payouts across cash, PSUs, and RSUs .
Ownership alignment and low pledging risk: He meets 4x‑salary ownership guidelines and is subject to strict anti‑hedging/anti‑pledging rules, reducing misalignment and collateral‑driven forced‑sale risk .
Vesting cadence and potential supply: As of 12/31/2024, he had 65, + thousand unvested RSUs and ~140k combined RSU/PSU units scheduled across 2025–2027; scheduled pro‑rata RSU vesting (and potential PSU earnouts) can create episodic selling windows post‑vesting, subject to plan/trading policies .
Transition/retention risk: With an announced CRO succession in 1H 2025, risk oversight continuity bears monitoring; 2024 termination/CIC tables imply competitive protections (e.g., substantial additional vesting on separation and significant cash severance under CoC), which can influence retention and departure economics .
Governance and risk culture signals: The HRC’s annual risk assessment, broad clawback regime, and pre‑clearance trading policy, coupled with Kumar’s 2024 achievements in liquidity management and regulatory program enhancement, suggest continued emphasis on prudence in a G‑SIB context .

Section 16 compliance: Filings report timely Section 16 reporting by executives in 2023 and 2024, reducing disclosure‑related red flag risk .