Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is included below and in the Proxy in the following sections: “Delinquent Section 16(a) Reports” under the heading “Additional Information – Information on Stock Ownership;” “Background” under the heading “Item 1 – Election of Directors – Resolution;” “Nominees” under the heading “Item 1 – Election of Directors;” and “Board Meetings and Committee Information – Committees and Committee Charters” and “– Audit Committee” under the heading “Item 1 – Election of Directors – Corporate Governance and Board Information,” which are incorporated herein by reference.

CODE OF ETHICS

We have adopted a code of ethics for our employees which we refer to as our Code of Conduct. The Code of Conduct applies to all employees of BNY or an entity that is more than 50% owned by us, including our Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and Controller (principal accounting officer). The Code of Conduct is posted on our website at https://www.bny.com/content/dam/bnymellon/documents/pdf/csr/employee-code-of-conduct.pdf. We also have a code of ethics for our directors, which we refer to as our Directors’ Code of Conduct. The Directors’ Code of Conduct applies to all directors of BNY. The Directors’ Code of Conduct is posted on our website at https://www.bny.com/content/dam/

bnymellon/documents/pdf/investor-relations/directors-code-of-conduct.pdf. We intend to disclose on our website any amendments to or waivers of (i) the Code of Conduct relating to executive officers (including the officers specified below) and (ii) the Directors’ Code of Conduct relating to our directors.

INSIDER TRADING POLICIES AND PROCEDURES

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by our directors, officers and employees, and by the Company itself. We believe that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Our insider trading policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The position of Chief Executive Officer is held for the year for which the Board of Directors was elected and until the appointment and qualification of a successor or until earlier death, resignation, disqualification or removal. All other executive officers serve at the pleasure of the appointing authority. No executive officer has a family relationship to any other executive officer or director.


Name	Age	Positions and offices

Shannon Hobbs	54	Ms. Hobbs has served as Senior Executive Vice President and Chief People Officer of BNY since June 2024. Ms. Hobbs served as Chief People Officer at GEICO from March 2022 to May 2024; as Chief Human Resources Officer at American Century Investments from October 2020 to March 2022; and as Head of Talent at JPMorgan Chase from September 2009 to October 2020.


Catherine M. Keating	63	Ms. Keating has served as Senior Executive Vice President and Global Head of BNY Wealth since July 2018. From February 2015 to June 2018, Ms. Keating was the Chief Executive Officer of Commonfund.


Jayee Koffey	44	Ms. Koffey has served as Senior Executive Vice President, Global Head of Enterprise Execution and Chief Corporate Affairs Officer at BNY since February 2023. She served as Head of the Executive Office and Company Chief of Staff from August 2022 to February 2023. Previously, from 2011 to July 2022, Ms. Koffey worked at The Goldman Sachs Group, Inc., most recently as Chief Enterprise Risk Officer.


Senthil Kumar	59	Mr. Kumar has served as Senior Executive Vice President and Chief Risk Officer of BNY since July 2019. Mr. Kumar served as Chief Risk Officer of the Institutional Clients Group at Citigroup Inc. from April 2014 to June 2019.

BNY 11


Name	Age	Positions and offices

Kurtis R. Kurimsky	51	Mr. Kurimsky has served as Vice President and Controller of BNY since July 2015.


J. Kevin McCarthy	60	Mr. McCarthy has served as Senior Executive Vice President and General Counsel of BNY since April 2014.


Dermot McDonogh	59	Mr. McDonogh has served as Senior Executive Vice President since October 2022 and as Chief Financial Officer of BNY 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.


Jose Minaya	53	Mr. Minaya has served as BNY’s Global Head of BNY Investments and Wealth since September 2024. Previously, Mr. Minaya served as Chief Executive Officer of Nuveen, which he joined in 2017.


Robin Vince	53	Mr. Vince has served as President and Chief Executive Officer of BNY since September 2022, and served as President and Chief Executive Officer-Elect from March 2022 until September 2022. Previously, Mr. Vince was Vice Chair and Chief Executive Officer of Global Market Infrastructure at BNY since October 2020. From 1994 until September 2020, Mr. Vince worked at Goldman Sachs, most recently as Chief Risk Officer and a member of the Management Committee.

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