Bank of New York Mellon (BNY) 10-K risk factor changes: FY2022 vs FY2021

BNY Mellon 7

The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global company headquartered in New York, New York, with [removed: $46.7] [added: $44.3] trillion in assets under custody and/or administration and [removed: $2.4] [added: $1.8] trillion in assets under management as of Dec.

We [removed: previously divided] [added: divide] our businesses into [removed: two] [added: three principal] business [removed: segments, Investment] [added: segments: Securities Services, Market and Wealth] Services and Investment and Wealth Management.

- The Bank of New York Mellon, a New York state-chartered bank, which houses our Securities Services businesses, including Asset Servicing and Issuer Services and certain Market and Wealth Services businesses, including Treasury [added: Services and Clearance and Collateral Management, as well as the bank-advised business of Investment Management; and]

[removed: - BNY Mellon, National Association (“BNY Mellon, N.A.”), a national bank, which houses] our Wealth Management business and certain activities of our Pershing businesses.

[removed: Our Securities Services and Market and Wealth Services businesses compete with domestic and international financial services firms that offer custody] services, [removed: corporate trust services,] clearing services, collateral management services, credit services, securities brokerage, foreign exchange services, derivatives, depositary receipt services and integrated cash management solutions and related products, as well as a wide range of technology service providers, such as financial services data processing firms.

Our ability to continue to compete effectively also depends in large part on our ability to attract new employees and retain [added: and motivate our existing employees, while managing compensation and other costs.]

31, 2022.

- BNY Mellon, National Association (“BNY Mellon, N.A.”), a national bank, which houses

31, 2022.

Our enduring ambition is to build the best global team—one that is inclusive of varying perspectives, backgrounds and experiences, and represents the increasingly varied markets and clients we serve.

Our core objective is to empower our teams to do their best work, make unique contributions and build purposeful careers in an equitable environment where they are treated with fairness, dignity and respect.

*Diversity, Equity and Inclusion*

Diversity, equity and inclusion is integral to who we are as a company, what our people experience as members of our global team, and how we serve all of our stakeholders.

Our diversity, equity and inclusion strategy is not separate, but embedded in our business strategy, operating model, talent experience and client value proposition.

To increase the diversity of our talent pool, we work with professional associations, educational institutions, think tanks and nonprofits to deepen engagement with Black, Hispanic/Latino, Asian, LGBT+, neuro-diverse individuals, people with disabilities, and talent from other underrepresented backgrounds.

We aim for fair inclusion by using diverse candidate slates, creating gender-neutral job descriptions and involving diverse interview panels.

We embed diversity, equity and inclusion in our talent review processes, succession plans and development objectives to improve promotion readiness and advance and retain talent from all backgrounds.

At the most senior level, our Executive Committee sets diversity, equity and inclusion goals with specific targets to improve senior leader diversity and to increase female representation globally and diverse ethnic and/or racial representation in the U.S. Executive Committee members’ variable compensation is informed by performance against these goals.

At the end of 2022, women were 40% of BNY Mellon’s global workforce and 43% of BNY Mellon’s U.S. workforce.

Further, 38% of BNY Mellon’s U.S. workforce were from U.S. underrepresented ethnic and/or racial backgrounds.

At the end of 2022, 35% of BNY Mellon’s Executive Committee were women and 20% of BNY Mellon’s

Executive Committee were from underrepresented ethnic and/or racial backgrounds.

Our Board of Directors is committed to fostering and maintaining its diversity.

At the end of 2022, 36% of our Board of Directors were women and 36% of our Board of Directors was composed of individuals from underrepresented ethnic and/or racial backgrounds.

In addition, four of BNY Mellon’s six standing committees of its Board of Directors are chaired by a diverse director based on race or gender.

*Retention, Training and Development*

We seek to attract and retain employees by providing a rewarding employee experience.

We recognize that employees seek a supportive, safe and inclusive workplace, and we continually evaluate our employee engagement and wellbeing programs in an effort to meet those expectations.

We offer a 401(k) plan for U.S. employees, and other defined contribution retirement plans worldwide, where consistent with market practice.

We also maintain defined benefit plans for certain current and former employees, some of which are frozen (including in the U.S.).

At Dec.

31, 2022, we had approximately 43,700 participants in our 401(k) plan, including former employees.

In addition, our frozen U.S. defined benefit pension plan covered approximately 8,100 U.S. participants and our non-U.S. defined benefit plans (some frozen) covered approximately 15,700 non-U.S. participants.

In December 2022, BNY Mellon announced that it would provide eligible employees an award of 10 restricted stock units (“RSUs”) on Feb.

13, 2023.

This equity grant will allow eligible employees to become equity owners and share in the Company’s success.

At key career transition points, from internship to executive management, we offer programs and development opportunities to help employees advance their careers and progress within our organization.

Our extensive training and development opportunities are designed to enable employees to grow professionally and advance within our organization.

We engage with employees to encourage innovation, show appreciation for their contributions, and gather feedback on how we can build a more rewarding, inclusive workplace.

For example, we regularly gather feedback through an all-employee survey.

6 BNY Mellon

*Employee Wellbeing, Health and Safety*

BNY Mellon’s holistic approach to employee wellbeing is designed to create a healthy, resilient and vibrant workforce.

Our programs are designed to provide employees easy access to resources to help improve their physical health, emotional resilience, financial wellbeing and social connections.

Further, we work to ensure the safety of our employees and clients in all of our facilities.

During the coronavirus pandemic, we quickly transitioned the vast majority of our employees to working from home.

31, 2021.

In the fourth quarter of 2021, we disaggregated our Investment Services business segment into two new business segments, Securities Services and Market and Wealth Services.

Our Investment and Wealth Management business segment was not impacted by this resegmentation.

Services and Clearance and Collateral Management, as well as the bank-advised business of Investment Management; and

Information on the BNY Mellon’s human capital management can be found in the “MD&A – Human capital” section in the Annual Report, which is incorporated herein by reference.

and motivate our existing employees, while managing compensation and other costs.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

Registrant’s telephone number, including area code [removed: --] [added: –] (212) 495-1784

Yes [removed: ☒ No] ☐ [added: No ☒]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant was [removed: $44,195,604,602.][added: $33,679,182,544.]

As of January 31, [removed: 2022, 804,494,791] [added: 2023, 804,200,938] shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

The Bank of New York Mellon Corporation [removed: 2022] [added: 2023] Proxy [removed: Statement-Part] [added: Statement – Part] III

The Bank of New York Mellon Corporation [removed: 2021] [added: 2022] Annual Report to [removed: Shareholders-Parts] [added: Shareholders – Parts] I, II and IV

This Form 10-K filed by The Bank of New York Mellon Corporation (“BNY Mellon” or the “Company”) with the Securities and Exchange Commission (the “SEC”) contains the Exhibits listed on the Index to Exhibits beginning on page [removed: 14,] [added: 15,] including those portions of BNY Mellon’s [removed: 2021] [added: 2022] Annual Report to Shareholders (the “Annual Report”) which are incorporated herein by reference.

The Annual Report and BNY Mellon’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting (the “Proxy”) will be available on our website at www.bnymellon.com.

The contents of BNY Mellon’s website or any other websites referenced herein or in the [removed: 2021] Annual Report are not part of or incorporated by reference into this Form 10-K.

These include statements about the usefulness of Non-GAAP measures, the future results of BNY Mellon, our businesses, financial, liquidity and capital condition, results of operations, liquidity, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our performance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of [removed: money market fee waivers,] [added: securities portfolio repositioning,] impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses, legal proceedings and other contingencies), human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest revenue, estimates (including those regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets, opportunities, potential actions, growth and initiatives, including the potential effects of the coronavirus pandemic on any of the foregoing.

- our business may be adversely affected if we are unable to attract, [removed: retain] [added: retain, develop] and motivate employees;

- [added: levels of and] changes in interest rates [removed: and yield curves] have [removed: had,] [added: impacted,] and [removed: may] [added: will] in the future continue to [removed: have, a material adverse effect on] [added: impact,] our [removed: profitability;][added: profitability and capital levels, at times adversely;]

- we [added: have experienced, and] may [removed: experience] [added: continue to experience, unrealized or realized] losses on securities related to volatile and illiquid market conditions, reducing our [removed: earnings and impacting our financial condition;][added: capital levels and/or earnings;]

[added: - any material reduction in our credit ratings or the credit ratings of our principal bank subsidiaries,] The Bank of New York Mellon or BNY Mellon, N.A., could increase the cost of funding and borrowing to us and our rated subsidiaries and have a material adverse effect on our business, financial condition and results of operations and on the value of the securities we issue;

Investors should consider all risk factors discussed in the [removed: 2021] Annual Report and any subsequent reports filed with the SEC by BNY Mellon pursuant to the Exchange Act.

| Item 1. | | | Business | | | [removed: [5](#if90822972d7c4788bbe2fc6b6f537ec2_19)] [added: [5](#i7998971814df44bd8351903e3cb691a9_19)] | | |

| [Item [removed: 1A.](#if90822972d7c4788bbe2fc6b6f537ec2_58)] [added: 1A.](#i7998971814df44bd8351903e3cb691a9_58)] | | | [Risk [removed: factors](#if90822972d7c4788bbe2fc6b6f537ec2_58)] [added: factors](#i7998971814df44bd8351903e3cb691a9_58)] | | | [removed: [6](#if90822972d7c4788bbe2fc6b6f537ec2_58)] [added: [7](#i7998971814df44bd8351903e3cb691a9_58)] | | |

| [Item [removed: 1B.](#if90822972d7c4788bbe2fc6b6f537ec2_61)] [added: 1B.](#i7998971814df44bd8351903e3cb691a9_61)] | | | [Unresolved staff [removed: comments](#if90822972d7c4788bbe2fc6b6f537ec2_61)] [added: comments](#i7998971814df44bd8351903e3cb691a9_61)] | | | [removed: [6](#if90822972d7c4788bbe2fc6b6f537ec2_61)] [added: [8](#i7998971814df44bd8351903e3cb691a9_61)] | | |

| [Item [removed: 2.](#if90822972d7c4788bbe2fc6b6f537ec2_64)] [added: 2.](#i7998971814df44bd8351903e3cb691a9_64)] | | | [removed: [Properties](#if90822972d7c4788bbe2fc6b6f537ec2_64)] [added: [Properties](#i7998971814df44bd8351903e3cb691a9_64)] | | | [removed: [6](#if90822972d7c4788bbe2fc6b6f537ec2_64)] [added: [8](#i7998971814df44bd8351903e3cb691a9_64)] | | |

| [Item [removed: 3.](#if90822972d7c4788bbe2fc6b6f537ec2_67)] [added: 3.](#i7998971814df44bd8351903e3cb691a9_67)] | | | [Legal [removed: proceedings](#if90822972d7c4788bbe2fc6b6f537ec2_67)] [added: proceedings](#i7998971814df44bd8351903e3cb691a9_67)] | | | [removed: [7](#if90822972d7c4788bbe2fc6b6f537ec2_67)] [added: [8](#i7998971814df44bd8351903e3cb691a9_67)] | | |

| [Item [removed: 4.](#if90822972d7c4788bbe2fc6b6f537ec2_70)] [added: 4.](#i7998971814df44bd8351903e3cb691a9_70)] | | | [Mine safety [removed: disclosures](#if90822972d7c4788bbe2fc6b6f537ec2_70)] [added: disclosures](#i7998971814df44bd8351903e3cb691a9_70)] | | | [removed: [7](#if90822972d7c4788bbe2fc6b6f537ec2_70)] [added: [8](#i7998971814df44bd8351903e3cb691a9_70)] | | |

| [Item [removed: 5.](#if90822972d7c4788bbe2fc6b6f537ec2_76)] [added: 5.](#i7998971814df44bd8351903e3cb691a9_76)] | | | [Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#if90822972d7c4788bbe2fc6b6f537ec2_76)] [added: securities](#i7998971814df44bd8351903e3cb691a9_76)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_76)] [added: [9](#i7998971814df44bd8351903e3cb691a9_76)] | | |

| [Item [removed: 6.](#if90822972d7c4788bbe2fc6b6f537ec2_79)] [added: 6.](#i7998971814df44bd8351903e3cb691a9_79)] | | | [removed: [\[Reserved\]](#if90822972d7c4788bbe2fc6b6f537ec2_79)] [added: [\[Reserved\]](#i7998971814df44bd8351903e3cb691a9_79)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_79)] [added: [9](#i7998971814df44bd8351903e3cb691a9_79)] | | |

| [Item [removed: 7.](#if90822972d7c4788bbe2fc6b6f537ec2_82)] [added: 7.](#i7998971814df44bd8351903e3cb691a9_82)] | | | [Management’s discussion and analysis of financial condition and results of [removed: operations](#if90822972d7c4788bbe2fc6b6f537ec2_82)] [added: operations](#i7998971814df44bd8351903e3cb691a9_82)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_82)] [added: [9](#i7998971814df44bd8351903e3cb691a9_82)] | | |

| [Item [removed: 7A.](#if90822972d7c4788bbe2fc6b6f537ec2_85)] [added: 7A.](#i7998971814df44bd8351903e3cb691a9_85)] | | | [Quantitative and qualitative disclosures about market [removed: risk](#if90822972d7c4788bbe2fc6b6f537ec2_85)] [added: risk](#i7998971814df44bd8351903e3cb691a9_85)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_85)] [added: [9](#i7998971814df44bd8351903e3cb691a9_85)] | | |

| [Item [removed: 8.](#if90822972d7c4788bbe2fc6b6f537ec2_88)] [added: 8.](#i7998971814df44bd8351903e3cb691a9_88)] | | | [Financial statements and supplementary [removed: data](#if90822972d7c4788bbe2fc6b6f537ec2_88)] [added: data](#i7998971814df44bd8351903e3cb691a9_88)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_88)] [added: [9](#i7998971814df44bd8351903e3cb691a9_88)] | | |

| [Item [removed: 9.](#if90822972d7c4788bbe2fc6b6f537ec2_91)] [added: 9.](#i7998971814df44bd8351903e3cb691a9_91)] | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#if90822972d7c4788bbe2fc6b6f537ec2_91)] [added: disclosure](#i7998971814df44bd8351903e3cb691a9_91)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_91)] [added: [9](#i7998971814df44bd8351903e3cb691a9_91)] | | |

| [Item [removed: 9A.](#if90822972d7c4788bbe2fc6b6f537ec2_94)] [added: 9A.](#i7998971814df44bd8351903e3cb691a9_94)] | | | [Controls and [removed: procedures](#if90822972d7c4788bbe2fc6b6f537ec2_94)] [added: procedures](#i7998971814df44bd8351903e3cb691a9_94)] | | | [removed: [8](#if90822972d7c4788bbe2fc6b6f537ec2_94)] [added: [9](#i7998971814df44bd8351903e3cb691a9_94)] | | |

| [Item [removed: 9B.](#if90822972d7c4788bbe2fc6b6f537ec2_97)] [added: 9B.](#i7998971814df44bd8351903e3cb691a9_97)] | | | [Other [removed: information](#if90822972d7c4788bbe2fc6b6f537ec2_97)] [added: information](#i7998971814df44bd8351903e3cb691a9_97)] | | | [removed: [9](#if90822972d7c4788bbe2fc6b6f537ec2_97)] [added: [10](#i7998971814df44bd8351903e3cb691a9_97)] | | |

| [Item [removed: 9C.](#if90822972d7c4788bbe2fc6b6f537ec2_1285)] [added: 9C.](#i7998971814df44bd8351903e3cb691a9_100)] | | | [Disclosure regarding foreign jurisdictions that prevent [removed: inspections](#if90822972d7c4788bbe2fc6b6f537ec2_1285)] [added: inspections](#i7998971814df44bd8351903e3cb691a9_100)] | | | [removed: [9](#if90822972d7c4788bbe2fc6b6f537ec2_1285)] [added: [10](#i7998971814df44bd8351903e3cb691a9_100)] | | |

| [Item [removed: 10.](#if90822972d7c4788bbe2fc6b6f537ec2_103)] [added: 10.](#i7998971814df44bd8351903e3cb691a9_106)] | | | [Directors, executive officers and corporate [removed: governance](#if90822972d7c4788bbe2fc6b6f537ec2_103)] [added: governance](#i7998971814df44bd8351903e3cb691a9_106)] | | | [removed: [10](#if90822972d7c4788bbe2fc6b6f537ec2_103)] [added: [11](#i7998971814df44bd8351903e3cb691a9_106)] | | |

| [Item [removed: 11.](#if90822972d7c4788bbe2fc6b6f537ec2_106)] [added: 11.](#i7998971814df44bd8351903e3cb691a9_109)] | | | [Executive [removed: compensation](#if90822972d7c4788bbe2fc6b6f537ec2_106)] [added: compensation](#i7998971814df44bd8351903e3cb691a9_109)] | | | [removed: [12](#if90822972d7c4788bbe2fc6b6f537ec2_106)] [added: [13](#i7998971814df44bd8351903e3cb691a9_109)] | | |

| [Item [removed: 12.](#if90822972d7c4788bbe2fc6b6f537ec2_109)] [added: 12.](#i7998971814df44bd8351903e3cb691a9_112)] | | | [Security ownership of certain beneficial owners and management and related stockholder [removed: matters](#if90822972d7c4788bbe2fc6b6f537ec2_109)] [added: matters](#i7998971814df44bd8351903e3cb691a9_112)] | | | [removed: [12](#if90822972d7c4788bbe2fc6b6f537ec2_109)] [added: [13](#i7998971814df44bd8351903e3cb691a9_112)] | | |

| [Item [removed: 13.](#if90822972d7c4788bbe2fc6b6f537ec2_112)] [added: 13.](#i7998971814df44bd8351903e3cb691a9_115)] | | | [Certain relationships and related transactions, and director [removed: independence](#if90822972d7c4788bbe2fc6b6f537ec2_112)] [added: independence](#i7998971814df44bd8351903e3cb691a9_115)] | | | [removed: [12](#if90822972d7c4788bbe2fc6b6f537ec2_112)] [added: [13](#i7998971814df44bd8351903e3cb691a9_115)] | | |

| [Item [removed: 14.](#if90822972d7c4788bbe2fc6b6f537ec2_115)] [added: 14.](#i7998971814df44bd8351903e3cb691a9_118)] | | | [Principal accountant fees and [removed: services](#if90822972d7c4788bbe2fc6b6f537ec2_115)] [added: services](#i7998971814df44bd8351903e3cb691a9_118)] | | | [removed: [12](#if90822972d7c4788bbe2fc6b6f537ec2_115)] [added: [13](#i7998971814df44bd8351903e3cb691a9_118)] | | |

| [Item [removed: 15.](#if90822972d7c4788bbe2fc6b6f537ec2_121)] [added: 15.](#i7998971814df44bd8351903e3cb691a9_124)] | | | [Exhibit and financial statement [removed: schedules](#if90822972d7c4788bbe2fc6b6f537ec2_121)] [added: schedules](#i7998971814df44bd8351903e3cb691a9_124)] | | | [removed: [13](#if90822972d7c4788bbe2fc6b6f537ec2_121)] [added: [14](#i7998971814df44bd8351903e3cb691a9_124)] | | |

| [Item [removed: 16.](#if90822972d7c4788bbe2fc6b6f537ec2_124)] [added: 16.](#i7998971814df44bd8351903e3cb691a9_127)] | | | [Form 10-K [removed: summary](#if90822972d7c4788bbe2fc6b6f537ec2_124)] [added: summary](#i7998971814df44bd8351903e3cb691a9_127)] | | | [removed: [13](#if90822972d7c4788bbe2fc6b6f537ec2_124)] [added: [14](#i7998971814df44bd8351903e3cb691a9_127)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Index to exhibits](#i7998971814df44bd8351903e3cb691a9_130) | | | | | | [15](#i7998971814df44bd8351903e3cb691a9_130) | | |

| [Signatures](#i7998971814df44bd8351903e3cb691a9_133) | | | | | | [22](#i7998971814df44bd8351903e3cb691a9_133) | | |

- any material reduction in our credit ratings or the credit ratings of our principal bank subsidiaries,

- the coronavirus pandemic is adversely affecting us and creates significant risks and uncertainties for our business, and the ultimate impact of the pandemic on us will depend on future developments, which are highly uncertain and cannot be predicted;

| [Index to exhibits](#if90822972d7c4788bbe2fc6b6f537ec2_127) | | | | | | [14](#if90822972d7c4788bbe2fc6b6f537ec2_127) | | |

| [Signatures](#if90822972d7c4788bbe2fc6b6f537ec2_130) | | | | | | [22](#if90822972d7c4788bbe2fc6b6f537ec2_130) | | |

We have additional offices and commercial space in the U.S. and elsewhere in the Americas, primarily Brazil and Canada, which together consist of approximately [removed: 5.8] [added: 5.7] million square feet of leased and owned space.

In [removed: Europe,] the [removed: Middle East and Africa (our “EMEA” region),] [added: EMEA region,] we have offices that total approximately [removed: 1.3] [added: 1.1] million square feet of leased and owned space and we have 1.5 million square feet of leased space in [removed: our Asia-Pacific (“APAC”)] [added: the APAC] region.

We have incurred and may in the future incur costs if we reduce our space capacity or commit to, or occupy, new properties in [added: locations in which we operate and dispose of existing space.]

6 BNY Mellon

locations in which we operate and dispose of existing space.

[added: 8] BNY Mellon [removed: 7]

31, [removed: 2022,] [added: 2023,] there were [removed: 23,066] [added: 22,256] holders of record of our common stock.

Reference is made to Item 15 on page [removed: 13] [added: 14] hereof for a detailed listing of the items under Exhibits and Financial Statements, which are incorporated herein by reference.

31, [removed: 2021,] [added: 2022,] an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.

[removed: 8] BNY Mellon [added: 9]

There have not been any changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act during the fourth quarter of [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 110] [added: 113] and [removed: 111] [added: 114] of the Annual Report, each of which is incorporated herein by reference.

[added: 10] BNY Mellon [removed: 9]

| Jolen Anderson | | | [removed: 43] [added: 44] | | | Ms. Anderson has served as Senior Executive Vice President and Global Head of Human Resources of BNY Mellon since September 2019. From 2014 to September 2019, Ms. Anderson served as Senior Vice President, Chief Diversity Officer and Chief Counsel, Employment and Social Responsibility, for Visa Inc. | | |

| Bridget E. Engle | | | [removed: 58] [added: 59] | | | Ms. Engle has served as Senior Executive Vice President and Head of Operations and Technology of BNY Mellon since August 2020 and served as Senior Executive Vice President and Chief Information Officer from June 2017 to August 2020. [removed: From April 2015 to March 2017, Ms. Engle served as Bank of America Corporation’s Chief Information Officer for Global Commercial Banking and Markets Technology.] | | |

| [removed: Thomas P. (Todd) Gibbons] [added: Hani A. Kablawi] | | | [removed: 65] [added: 54] | | | Mr. [removed: Gibbons] [added: Kablawi] has served as [removed: Chief] [added: Senior] Executive [removed: Officer] [added: Vice President and Chairman] of [added: International of] BNY Mellon since [removed: March] [added: January] 2020 and [removed: as interim Chief Executive Officer from September 2019 until March 2020. He] was [removed: previously] [added: Senior Executive] Vice [added: President and] Chairman [added: of EMEA] and Chief Executive Officer of [removed: Clearing, Markets and Client Management of BNY Mellon] [added: Global Asset Servicing] from January 2018 to [removed: September 2019 and Vice Chairman] [added: January 2020] and Chief [removed: Financial] [added: Executive] Officer of [removed: BNY Mellon] [added: EMEA Investment Services] from July [removed: 2008] [added: 2016] to January 2018. | | |

| [removed: Hani A. Kablawi] [added: Roman Regelman] | | | [removed: 53] [added: 51] | | | Mr. [removed: Kablawi] [added: Regelman] has served as Senior Executive Vice [removed: President and Chairman] [added: President, Chief Executive Officer] of [removed: International] [added: Asset Servicing, Issuer Services and Digital] of BNY Mellon since [removed: January 2020 and was Senior Executive Vice President and Chairman of EMEA] [added: April 2022] and [added: previously served as] Chief Executive Officer of [removed: Global] Asset Servicing [added: and Head of Digital] from January [added: 2020 to April 2022. From September] 2018 to January [removed: 2020 and Chief] [added: 2020, he served as Senior] Executive [removed: Officer] [added: Vice President and Head] of [removed: EMEA Investment Services from July 2016 to January 2018.] [added: Digital.] | | |

| Catherine Keating | | | [removed: 60] [added: 61] | | | Ms. Keating has served as Senior Executive Vice President and Chief Executive Officer of Wealth Management at BNY Mellon since July 2018. From February 2015 to June 2018, Ms. Keating was the Chief Executive Officer of Commonfund. | | |

[removed: 10] [added: 12] BNY Mellon

| Senthil Kumar | | | [removed: 56] [added: 57] | | | Mr. Kumar has served as Senior Executive Vice President and Chief Risk Officer of BNY Mellon since July 2019. Mr. Kumar served as Chief Risk Officer of the Institutional Clients Group at Citigroup Inc. from April 2014 to June 2019. | | |

| Kurtis R. Kurimsky | | | [removed: 48] [added: 49] | | | Mr. Kurimsky has served as Vice President and Controller of BNY Mellon since July 2015. | | |

| J. Kevin McCarthy | | | [removed: 57] [added: 58] | | | Mr. McCarthy has served as Senior Executive Vice President and General Counsel of BNY Mellon since April 2014. | | |

| Emily Portney | | | [removed: 50] [added: 51] | | | Ms. Portney has served as Senior Executive Vice President and Chief [removed: Financial] [added: Executive] Officer of [added: Asset Servicing of] BNY Mellon since [added: February 2023. Ms. Portney served as Senior Executive Vice President and Chief Financial Officer of BNY Mellon from] July 2020 [removed: and] [added: until February 2023. From October 2018 to July 2020, she] served as Global Head of Asset Servicing client management, sales and service and Head of the Americas [removed: region from October 2018 to July 2020.] [added: region.] Ms. Portney was the Chief Financial Officer of Barclays International from September 2016 to May 2018. | | |

| Akash Shah | | | [removed: 36] [added: 37] | | | Mr. Shah has served as Senior Executive Vice President and Chief Growth Officer at BNY Mellon since July 2021. Mr. Shah served as Senior Executive Vice President and Head of Strategy and Global Client Management from January 2020 until July 2021 and as Senior Executive Vice President and Head of Strategy from July 2018 to December 2019. From 2006 to July 2018, Mr. Shah worked at McKinsey & Company, most recently as a partner and co-head of the Capital Markets & Investment Banking practice. | | |

| Hanneke Smits | | | [removed: 55] [added: 56] | | | Ms. Smits has served as Senior Executive Vice President and Chief Executive Officer of Investment Management at BNY Mellon since October 2020 and served as the Chief Executive Officer of Newton Investment Management from August 2016 to September 2020. | | |

| Robin Vince | | | [removed: 50] [added: 51] | | | Mr. Vince has served as [added: President and Chief Executive Officer of BNY Mellon since August 2022, and as President and Chief Executive Officer-Elect from March 2022 until August 2022. Previously, he was] Vice Chair and Chief Executive Officer of Global Market Infrastructure at BNY Mellon since October 2020. [removed: Previously,] [added: From 1994 until September 2020,] Mr. Vince [removed: was a Senior Director] [added: worked] at Goldman [removed: Sachs Group Inc. from January 2020 to September 2020] [added: Sachs, most recently as Chief Risk Officer] and a [removed: Participating Managing Director at Goldman Sachs Group Inc. from 2006 to 2019.] [added: member of the Management Committee.] | | |

| Dermot McDonogh | | | 57 | | | Mr. McDonogh has served as Senior Executive Vice President of BNY Mellon since October 2022 and as Chief Financial Officer of BNY Mellon since February 2023. From 2015 to July 2022, Mr. McDonogh served as the chief operating officer of the Europe, Middle East, and Africa region for Goldman Sachs International and as the chief executive officer of Goldman Sachs International Bank. | | |

| | | | | | | | | |

| Francis (Frank) La Salla | | | 58 | | | Mr. La Salla has served as Senior Executive Vice President and Chief Executive Officer of Issuer Services of BNY Mellon since January 2018 and was Chief Executive Officer of Corporate Trust from May 2017 to January 2018. Mr. La Salla previously served as Chief Executive Officer of Global Structured Products and Alternative Investment Services from March 2014 to May 2017. | | |

| Jeffrey Landau | | | 59 | | | Mr. Landau has served as Senior Executive Vice President and Global Head of Enterprise Initiatives at BNY Mellon since April 2021. Mr. Landau served as Executive Vice President and Chief Lending Officer from March 2012 until March 2021. | | |

| Roman Regelman | | | 50 | | | Mr. Regelman has served as Senior Executive Vice President, Chief Executive Officer of Asset Servicing and Head of Digital of BNY Mellon since January 2020 and served as Senior Executive Vice President and Head of Digital from September 2018 to January 2020. From 2011 to December 2017, Mr. Regelman was partner, managing director and co-leader of the financial institutions digital business at Boston Consulting Group. | | |

The information required by this Item is included in the Proxy in the following sections: “Director Compensation” under the heading “Item 1 – Election of Directors;” “Compensation Discussion [removed: and] [added: &] Analysis” and “Executive Compensation Tables and Other Compensation Disclosures” under the heading “Item 2 – Advisory Vote on Compensation;” “Board Meetings and Committee Information – Committees and Committee Charters” and “– Human Resources and Compensation Committee” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information,” which are incorporated herein by reference.

The information incorporated herein by reference to the section “Report of the HRC Committee” under the heading “Item 2 – Advisory Vote on Compensation – Compensation Discussion [removed: and] [added: &] Analysis” is deemed furnished hereunder.

The information required by this Item is included in the Proxy in the following section: “Item [removed: 3] [added: 4] – Ratification of KPMG LLP,” which is incorporated herein by reference.

[removed: 12] BNY Mellon [added: 13]

| | | | Consolidated Income Statement | | | [removed: 113-114] [added: 116-117] | | |

| | | | Consolidated Comprehensive Income Statement | | | [removed: 115] [added: 118] | | |

| | | | Consolidated Balance Sheet | | | [removed: 116] [added: 119] | | |

| | | | Consolidated Statement of Cash Flows | | | [removed: 117] [added: 120] | | |

| | | | Consolidated Statement of Changes in Equity | | | [removed: 118-120] [added: 121-122] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: 121-197] [added: 123-195] | | |

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: 198] [added: 196] | | |

(b) The exhibits listed on the Index to Exhibits on pages [removed: 14] [added: 15] through 21 hereof are incorporated by reference or filed or furnished herewith in response to this Item.

| 3.8 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series I Noncumulative Perpetual Preferred Stock, dated Nov. [removed: 8,] [added: 16,] 2021. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Nov. [removed: 16,] [added: 18,] 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312521333873/d267321dex31.htm) | | |

| 4.1 | | | | | | | | | None of the instruments defining the rights of holders of long-term debt of the Parent or any of its subsidiaries represented long-term debt in excess of 10% of the total assets of the Company as of Dec. 31, [removed: 2021.] [added: 2022.] The Company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument. | | | | | | N/A | | |

| 4.2 | | | | | | | | | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | [removed: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex42x4q21.htm)] [added: [Previously filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No. 001-35651) as filed with the Commission on Feb. 25, 2022, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex42x4q21.htm)] | | |

| [removed: 10.19] [added: 10.18] | | | * | | | | | | The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective Jan. 1, 2008. | | | | | | [Previously filed as Exhibit 10.71 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2007, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)[ ](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm) | | |

| [removed: 10.20] [added: 10.19] | | | * | | | | | | The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees. | | | | | | [Previously filed as Exhibit 4.4 to the Company’s Form S-8 (File No. 333-149473) filed on Feb. 29, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508043643/dex44.htm) | | |

| [removed: 10.21] [added: 10.20] | | | * | | | | | | Form of Long Term Incentive Plan Deferred Stock Unit Agreement for Directors of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-52710) for the quarter ended June 30, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508171298/dex101.htm) | | |

| [removed: 10.22] [added: 10.21] | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Jan. 1, 2009. | | | | | | [Previously filed as Exhibit 10.156 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312509041050/dex10156.htm) | | |

| [removed: 10.23] [added: 10.22] | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Excess Benefit Plan, effective as of Jan. 1, 2009. | | | | | | [Previously filed as Exhibit 10.158 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312509041050/dex10158.htm) | | |

| [removed: 10.24] [added: 10.23] | | | * | | | | | | The Bank of New York Mellon Corporation Policy Regarding Shareholder Approval of Future Senior Officers Severance Arrangements, effective July 12, 2010. | | | | | | [Previously filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 16, 2010, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312510160269/dex993.htm) | | |

| [removed: 10.25] [added: 10.33] | | | * | | | | | | [removed: 2011] [added: 2019] Form of [removed: Executive] [added: Restricted] Stock [removed: Option] [added: Unit] Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. [removed: 000-52710)] [added: 001-35651)] for the quarter ended [removed: March 31, 2011,] [added: June 30, 2019,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312511132389/dex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000080/form10-qex1022q19.htm)] | | |

| [removed: 10.26] [added: 10.31] | | | * | | | | | | The Bank of New York Mellon Corporation [added: 2019] Long-Term Incentive Plan. | | | | | | [Previously filed as [removed: Appendix A] [added: Annex C] to the Company’s definitive [removed: proxy statement] [added: Proxy Statement] on Schedule 14A [removed: (File No. 000-52710)] filed on March [removed: 11, 2011,] [added: 8, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312511064107/ddef14a.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312519069151/d638623ddef14a.htm#toc638623_34)] | | |

| 10.27 | | | * | | | | | | [added: Form of] Amended and Restated [removed: Long-Term Incentive Plan] [added: Indemnification Agreement with Directors] of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit [removed: A] [added: 10.1] to [removed: BNY Mellon’s definitive proxy statement] [added: the Company’s Quarterly Report] on [removed: Schedule 14A] [added: Form 10-Q] (File No. [removed: 001-35651), filed on March 7, 2014,] [added: 001-35651) for the quarter ended June 30, 2016,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312514089204/d656679ddef14a.htm#toc)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] | | |

| [removed: 10.28] [added: 10.36] | | | * | | | | | | [removed: 2012] [added: 2020] Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option] [added: Unit] Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.82] [added: 10.2] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-35651) for the [removed: year] [added: quarter] ended [removed: Dec. 31, 2012,] [added: Sept. 30, 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312513084562/d448545dex1082.htm)[ ](http://www.sec.gov/Archives/edgar/data/1390777/000119312513084562/d448545dex1082.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1023q20.htm)] | | |

| [removed: 10.29] [added: 10.24] | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Dec. 31, 2014. | | | | | | [Previously filed as Exhibit 10.76 to BNY Mellon’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2014, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000162828015001194/bkq4201410-kex1076.htm) | | |

| [removed: 10.30] [added: 10.25] | | | * | | | | | | The Bank of New York Mellon Corporation Defined Contribution IRC 401(a)(17) Plan (as amended and restated). | | | | | | [Previously filed as Exhibit 10.69 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1069.htm) | | |

| [removed: 10.31] [added: 10.26] | | | * | | | | | | Amendment effective as of June 30, 2015 to The Bank of New York Company, Inc. Excess Benefit Plan. | | | | | | [Previously filed as Exhibit 10.70 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1070.htm) | | |

| [removed: 10.32] [added: 10.28] | | | * | | | | | | Form of Amended and Restated Indemnification Agreement with [removed: Directors] [added: Executive Officers] of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex102.htm)] | | |

| [removed: 10.33] [added: 10.34] | | | * | | | | | | [removed: Form of Amended and Restated Indemnification Agreement with Executive Officers of] The Bank of New York Mellon [removed: Corporation.] [added: Corporation 2019 Executive Incentive Compensation Plan.] | | | | | | [Previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June] [added: Sept.] 30, [removed: 2016,] [added: 2019,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm)] | | |

| [removed: 10.34] [added: 10.29] | | | * | | | | | | The Bank of New York Mellon Corporation Executive Severance Plan, as amended on Feb. 12, 2018. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Feb. 13, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex101.htm) | | |

| 10.35 | | | * | | | | | | [removed: 2018] [added: 2020] Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June] [added: Sept.] 30, [removed: 2018,] [added: 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077718000113/form10-q_ex101x2q18.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1013q20.htm)] | | |

| [removed: 10.36] [added: 10.39] | | | * | | | | | | [removed: 2018] [added: 2021] Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, [removed: 2018,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077718000113/form10-q_ex102x2q18.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm)] | | |

| [removed: 10.37] [added: 10.30] | | | * | | | | | | Amendment effective as of Nov. 1, 2018 to The Bank of New York Company, Inc. Excess Benefit Plan. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077718000129/form10-q_ex101x3q18.htm) | | |

| [removed: 10.39] [added: 10.32] | | | * | | | | | | 2019 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000080/form10-qex1012q19.htm) | | |

| 10.40 | | | * | | | | | | [removed: 2019] [added: 2022] Form of [removed: Restricted Stock] [added: Performance Share] Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June] [added: Sept.] 30, [removed: 2019,] [added: 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000080/form10-qex1022q19.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex102x3q22.htm)] | | |

| 10.41 | | | * | | | | | | [removed: The Bank] [added: 2022 Form] of [removed: New York Mellon Corporation 2019 Executive Incentive Compensation Plan.] [added: Restricted Stock Unit Agreement.] | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, [removed: 2019,] [added: 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex101x3q22.htm)] | | |

| [removed: 10.42] [added: 10.38] | | | * | | | | | | [removed: 2020] [added: 2021] Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: Sept.] [added: June] 30, [removed: 2020,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1013q20.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm)] | | |

| [removed: 10.43] [added: 10.37] | | | * | | | | | | [removed: 2020 Form] [added: Letter Agreement, dated Aug. 19, 2020, between The Bank] of [removed: Restricted Stock Unit Agreement.] [added: New York Mellon Corporation and Robin Vince.] | | | | | | [Previously filed as Exhibit [removed: 10.2] [added: 10.49] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] (File No. 001-35651) for the [removed: quarter] [added: year] ended [removed: Sept. 30,] [added: Dec. 31,] 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1023q20.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm)] | | |

| [removed: 10.44] [added: 10.42] | | | * | | | | | | [removed: Letter Agreement,] [added: Amendment,] dated Aug. [removed: 19, 2020,] [added: 30, 2022, to Letter Agreement] between The Bank of New York Mellon Corporation and Robin Vince. | | | | | | [removed: [Previously filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm)] [added: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)] | | |

| 13.1 | | | | | | | | | All portions of The Bank of New York Mellon Corporation [removed: 2021] [added: 2022] Annual Report to Shareholders that are incorporated herein by reference. The remaining portions are furnished for the information of the SEC and are not “filed” as part of this filing. | | | | | | [Filed and furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/bk-20211231_d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/bk-20221231_d2.htm)] | | |

| 21.1 | | | | | | | | | Primary subsidiaries of the Company. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex211x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex211x4q22.htm)] | | |

| 23.1 | | | | | | | | | Consent of KPMG LLP. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex231x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex231x4q22.htm)] | | |

| 24.1 | | | | | | | | | Power of Attorney. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex241x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex241x4q22.htm)] | | |

| 31.1 | | | | | | | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex311x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex311x4q22.htm)] | | |

| 31.2 | | | | | | | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex312x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex312x4q22.htm)] | | |

| 32.1 | | | | | | | | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | [Furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex321x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex321x4q22.htm)] | | |

| 32.2 | | | | | | | | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | [Furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex322x4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex322x4q22.htm)] | | |

| 104 | | | | | | | | | The cover page of The Bank of New York Mellon Corporation’s Annual Report on Form 10-K for the year ended Dec. 31, [removed: 2021,] [added: 2022,] formatted in inline XBRL. | | | | | | The cover page interactive data file is embedded within the inline XBRL document and included in Exhibit 101. | | |

| | | | | | | [added: President and] Chief Executive Officer | | |

| | | | | | | DATED: February [removed: 25, 2022] [added: 27, 2023] | | |

| By: | | | /s/ [removed: Thomas P. Gibbons] [added: Robin Vince] | | | | | | | | | Director and Principal Executive Officer | | |

| 10.43 | | | * | | | | | | Gulfstream Aircraft Time Sharing Agreement, entered into as of Jan. 23, 2023, by and between The Bank of New York Mellon and Robin Vince. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1043x4q22.htm) | | |

| 10.44 | | | * | | | | | | Dassault Aircraft Time Sharing Agreement, entered into as of Jan. 23, 2023, by and between The Bank of New York Mellon and Robin Vince. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1044x4q22.htm) | | |

| | | | By: | | | /s/ Robin Vince | | |

| | | | | | | Robin Vince | | |

| | | | Robin Vince | | | | | | | | | | | |

| | | | Dermot McDonogh | | | | | | | | | | | |

BNY Mellon 13

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| Exhibit | | | | | | | | | Description | | | | | | Method of Filing | | |

| INDEX TO EXHIBITS (continued) | | |

| 10.18 | | | * | | | | | | Mellon Financial Corporation Director Equity Plan (2006). | | | | | | [Previously filed as Exhibit A to Mellon Financial Corporation’s Proxy Statement (File No. 001-07410) dated March 15, 2006, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/64782/000119312506054308/ddef14a.htm) | | |

| 10.38 | | | * | | | | | | The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan. | | | | | | [Previously filed as Annex C to the Company’s definitive Proxy Statement on Schedule 14A filed on March 8, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312519069151/d638623ddef14a.htm#toc638623_34) | | |

| 10.45 | | | * | | | | | | 2021 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm) | | |

| 10.46 | | | * | | | | | | 2021 Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm) | | |

| | | | By: | | | /s/ Thomas P. Gibbons | | |

| | | | | | | Thomas P. Gibbons | | |

| | | | Thomas P. Gibbons | | | | | | | | | | | |

| | | | Emily Portney | | | | | | | | | | | |