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LETTER TO STOCKHOLDERS

NOTICE OF ANNUAL MEETING

INTRODUCTION  |   Page 1

ITEM  1 – ELECTION OF DIRECTORS  |  Page 4

_•  Resolution

_•  Nominees

_•  Corporate Governance and Board Information

_•  Director Compensation

ITEM  2 – ADVISORY VOTE ON COMPENSATION  |  Page 27

_•  Resolution

_•  Compensation Discussion and Analysis

_•  Executive Compensation Tables

ITEM  3 – RATIFICATION OF KPMG LLP  |  Page 62

_•  Resolution

_•  Report of the Audit Committee

_•  Services Provided by KPMG LLP

ADDITIONAL INFORMATION   |  Page 66

_•  Equity Compensation Plans

_•  Information on Stock Ownership

_•  Annual Meeting Q&A

_•  Other Information

_• Helpful Resources

ANNEX A: NON-GAAP RECONCILIATION  |  Page 76

Gerald L. Hassell

Chairman and CEO

1.     To elect the 14 nominees named in this proxy statement to serve on our Board of Directors until the 2016 annual meeting

2.     To provide an advisory vote for approval of the 2014 compensation of our named executive officers, as disclosed in this proxy statement

3.     To ratify the appointment of KPMG LLP as our independent auditor for 2015

March 13, 2015

By Order of the Board of Directors,

Craig T. Beazer

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 14, 2015: Our 2015 proxy statement and 2014 Annual Report to stockholders are available at www.envisionreports.com/bk.

INTRODUCTION

Business

Highlights

BUSINESS HIGHLIGHTS

Awards and Recognition

Named Top U.S. Private Bank and Top Private Bank Servicing Family Offices

Family Wealth Report, 2014

Best FX Research

Best Technical Analysis

Best Forecasts

World’s Best Foreign Exchange Providers

Global Finance, 2014

#1 Global Custodian vs. Peers

Global Custody Survey

R&M Global Custody.net, 2014

Most Innovative Project of the Year

Wholesale Margin Segregation

Americas Awards

Custody Risk, 2014

Financial Services Diversity Corporation of the Year

2014 Financial Services Diversity Corporation Awards

National Business Inclusion Consortium

World and North American Indices

Dow Jones Sustainability Indices, 2014

Best in Asset Servicing

Best in Securities Lending

Best in Collateral Management

Best Custody Mandate

Best Corporate Trust Mandate

Triple A Asset Servicing Awards

The Asset, 2014

Best Trade Outsourcing Bank

Leaders in Trade 2014 Awards

Global Trade Review 2014

#1 Global Provider of Corporate Trust Services for Corporate and Insurance Debt Issuance and Financial Institution Stand-Alone Debt Issuance

Thomson Reuters, Dealogic,

Clearstream, 2014

Delivering

for Stockholders

Positive

Growth

Trends and

Strong

Expense

Control

Returned $2.43

Billion to

Stockholders

INTRODUCTION

DIRECTOR NOMINEES

Nicholas M. Donofrio

Age 69, Director since 2007

Joseph J. Echevarria

Age 58, Director since 2015

Edward P. Garden

Age 53, Director since 2014

Jeffrey A. Goldstein

Age 59, Director since 2014

Gerald L. Hassell

Age 63, Director since 2007

John M. Hinshaw

Age 44, Director since 2014

Edmund F. “Ted” Kelly

Age 69, Director since 2007

Richard J. Kogan

Age 73, Director since 2007

John A. Luke, Jr.

Age 66, Director since 2007

Mark A. Nordenberg

Age 66, Director since 2007

Catherine A. Rein

Age 72, Director since 2007

William C. Richardson

Age 74, Director since 2007

Samuel C. Scott III

Age 70, Director since 2007

Wesley W. von Schack

Age 70, Director since 2007

INTRODUCTION

GOVERNANCE BEST PRACTICES

_•       No staggered board

_•        Special meeting rights for holders in the aggregate of 20% of our outstanding common stock

_•        No plurality voting in uncontested director elections (each director must be elected by majority of votes cast)

_•        No supermajority voting: stockholder actions require only majority of votes cast (not majority of shares present and entitled to vote)

_•        No “poison pill” (stockholders’ rights plan)

_•       Continued, active engagement with our stakeholders

_•       Independent board: our Board is comprised solely of independent directors other than our CEO and meets in regular executive sessions

_•       Independent lead director: selected by our independent directors and empowered with broad authority

_•       High rate of attendance: average 2014 attendance at board and committee meetings was over 93%

_•       Risk-aware: we protect against excessive risk-taking through multiple lines of defense, including board oversight

_•       Honest and accountable: our codes of conduct apply to all employees and directors to provide a framework for ethical conduct

_•        Innovative and evolving: we encourage directors to participate in continuing education programs, and designed an integrated learning and development platform for employees through BNY Mellon University (“BKU”)

COMPENSATION

        Average Target Compensation Elements

For Named Executive Officers

Salary

Awarded Total
Direct
Compensation⁽¹⁾

Gerald L. Hassell

  Chairman & CEO

$1,000,000

$1,244,640

$4,978,560

74%

$4,500,000

125%

89%

$11,723,200

Thomas P. (Todd) Gibbons

  Vice Chairman & CFO

$   650,000

$1,808,471

$1,358,729

85%

$2,006,250

125%

97%

$  5,823,450

Curtis Y. Arledge

  Vice Chairman & CEO of

  Investment Management

$   650,000

$3,647,534

$2,740,442

68%

$5,006,250

125%

85%

$12,044,226

Karen Peetz

  President

$   650,000

$1,716,826

$1,289,874

80%

$2,006,250

125%

94%

$  5,662,950

The amounts reported as Awarded Total Direct Compensation differ substantially from the amounts determined under SEC rules as reported for 2014 in the “Total” column of the Summary Compensation Table set forth on page 50. The above table is not a substitute for the Summary Compensation Table.

Our named executive officers for 2014 also include Timothy F. Keaney and Brian G. Rogan, each of whose employment with the company terminated in 2014.

1. ELECTION OF DIRECTORS

RESOLUTION  |    Page 5

NOMINEES  |   Page 6

_•  Director Qualifications

_•  Majority Voting Standard

CORPORATE GOVERNANCE AND BOARD INFORMATION  |   Page 15

_•  Our Corporate Governance Practices

_•  Board Leadership Structure

_•  Director Independence

_•  Oversight of Risk

_•  Board Meetings and Committee Information

_•  Compensation Consultants to the HRC Committee

_•  Succession Planning

_•  Contacting the Board

DIRECTOR COMPENSATION   |   Page 25

1. ELECTION OF DIRECTORS

Resolution

RESOLUTION

_•       Each nominee currently serves on our Board of Directors (Mr. Hinshaw was appointed as a director effective September 8, 2014, Mr. Garden was appointed as a director effective December 2, 2014 and Mr. Echevarria was appointed as a director effective January 30, 2015).

_•       13 nominees are currently independent directors and one nominee serves as the company’s Chairman and Chief Executive Officer.

_•       Michael J. Kowalski, currently a director of our company, will not be standing for reelection at our Annual Meeting.

_•       The Board and the Corporate Governance and Nominating Committee (“CG&N Committee”) have concluded that each of our nominees should be recommended for re-nomination as a director after considering the nominees’ (1) professional background and experience, (2) senior level policy-making positions, (3) other public company board experience, (4) diversity, (5) intangible attributes, (6) prior BNY Mellon Board experience, and (7) board attendance and participation.

_•       The nominees have skills and expertise in a wide range of areas, including technology, private equity, financial regulation, financial services, insurance, risk management and legal matters.

1. ELECTION OF DIRECTORS

Nominees

NOMINEES

Nicholas M. Donofrio

Retired Executive Vice President,

Innovation and Technology of

IBM Corporation

Independent Director since 2007

Age 69

Committees: Corporate Social Responsibility, Executive, Risk (Chair), Technology

Mr. Donofrio served as Executive Vice President, Innovation and Technology of International Business Machines (“IBM”) Corporation, a developer, manufacturer and provider of advanced information technologies and services, from 2005 until his retirement in 2008. Mr. Donofrio previously served as Senior Vice President, Technology and Manufacturing of IBM Corporation from 1997 to 2005 and spent a total of 44 years as an employee of IBM Corporation. Mr. Donofrio currently serves as a director of Liberty Mutual Group, and previously served as a director of The Bank of New York Company, Inc. (“the Bank of New York”) from 1999 to 2007.

Mr. Donofrio holds seven technology patents and is a member of numerous technical and science honor societies. Mr. Donofrio is Co-Chair Emeritus and a member of the Board of Trustees of the New York Hall of Science, is a director of Sproxil, Inc. and O’Brien & Gere, is on the board of advisors of StarVest Partners, L.P., and is a member of the Board of Trustees of Syracuse University. Mr. Donofrio earned a Bachelor of Science degree from Rensselaer Polytechnic Institute and a Master of Science degree from Syracuse University.

Skills and Expertise:

_•     Expertise in technology issues

_•     Senior level policy-making experience in the field of engineering

_•     Teaching and training in the area of innovation

Other Public Company Board Service: Advanced Micro Devices, Inc.; Delphi Automotive PLC

Joseph J. Echevarria

Retired CEO of Deloitte LLP

Independent Director since 2015

Age 58

Committees: Audit, Corporate

Social Responsibility, Finance

Mr. Echevarria served as Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. Mr. Echevarria previously served in increasingly senior leadership positions during his 36-year career at the firm, including U.S. Managing Partner for Operations, prior to being named Chief Executive Officer. Mr. Echevarria currently serves on the University of Miami Board of Trustees and the Private Export Council, the principal national advisory committee on international trade. He was also selected by President Obama to be co-Chair of My Brother’s Keeper, a federal interagency effort designed to find ways for business and civic leaders to empower boys and young men of color. Mr. Echevarria earned his bachelor’s degree in business administration from the University of Miami.

Skills and Expertise:

_•     Leadership of a large, global company

_•     Expertise in accounting issues

_•     Senior level policy-making experience in the field of professional services

Other Public Company Board Service: None

1. ELECTION OF DIRECTORS

Nominees

Edward P. Garden

Chief Investment Officer and a founding partner of Trian Fund Management, L.P.

Independent Director since 2014

Age 53

Committees: Finance, Human Resources and Compensation, Risk

Mr. Garden has been Chief Investment Officer and a founding partner of Trian Fund Management, L.P. (“Trian”), a multi-billion dollar alternative investment management firm, since November 2005.

Mr. Garden has served as a member of the board of directors of Family Dollar Stores, Inc., a discount retailer, since September 2011, and as a member of the board of directors of The Wendy’s Company (formerly known as Wendy’s/Arby’s Group, Inc. and prior to that Triarc Companies, Inc. (“Triarc”)), a quick-service restaurant company, since December 2004. Mr. Garden also served as a director of Trian Acquisition I Corp. from October 2007 through January 2010. Previously he served as Vice Chairman and a director of Triarc from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the Financial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown where he was a senior member of the Financial Sponsors Group and, prior to that, co-head of Equity Capital Markets. Mr. Garden graduated from Harvard College with a B.A. in Economics.

Skills and Expertise:

_•     Experience in finance

_•     Expertise in financing, operating and investing in companies

_•     Extensive service on the boards of several large public companies

Other Public Company Board Service: Family Dollar Stores, Inc.; The Wendy’s Company

Jeffrey A. Goldstein

Managing Director, Hellman & Friedman LLC and Former Under Secretary of the Treasury for Domestic Finance

Independent Director since 2014

Age 59

Committees: Finance (Chair), Risk

Mr. Goldstein has been a Managing Director at Hellman & Friedman LLC, a private equity firm, since 2011 and was previously at the firm from 2004 to 2009. He was Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury from 2009 to 2011.

Mr. Goldstein worked at James D. Wolfensohn Inc. and successor firms for 15 years. When Wolfensohn & Co. was purchased by Bankers Trust in 1996, he served as co-chairman of BT Wolfensohn and as a member of Bankers Trust’s management committee. In 1999, Mr. Goldstein became a managing director of the World Bank. He also served as its chief financial officer beginning in 2003. In July of 2009, President Barack Obama nominated Mr. Goldstein to be Under Secretary of the Treasury for Domestic Finance. In July 2011, Secretary of the Treasury Timothy F. Geithner awarded Mr. Goldstein with the Alexander Hamilton award, the highest honor for a presidential appointee. Earlier in his career Mr. Goldstein taught economics at Princeton University and worked at the Brookings Institution. Mr. Goldstein earned a Bachelor of Arts degree from Vassar College and a Master of Arts, Master of Philosophy and a Ph.D. in economics from Yale University.

Skills and Expertise:

_•     Experience in private equity

_•     Expertise in the operations of large financial institutions

_•     Experience in financial regulation and banking

Other Public Company Board Service: None

1. ELECTION OF DIRECTORS

Nominees

Gerald L. Hassell

Chairman and Chief Executive Officer of The Bank of New York Mellon Corporation

Management Director since 2007

Age 63

Committees: Executive

Mr. Hassell has served as our Chief Executive Officer since 2011 and served as our President since the merger of the Bank of New York and Mellon Financial Corporation (“Mellon”) in 2007 (the “merger”) through 2012. Prior to the merger, Mr. Hassell served as President and a director of the Bank of New York from 1998 to 2007 as well as other prior leadership positions at the Bank of New York.

Since joining the Bank of New York’s Management Development Program more than three decades ago, Mr. Hassell has held a number of key leadership positions within the company in securities servicing, corporate banking, credit, strategic planning and administration services. Mr. Hassell is also a director of the National September 11 Memorial & Museum and the New York Philharmonic, and is Vice Chair of Big Brothers/Big Sisters of New York. Mr. Hassell holds a Bachelor of Arts degree from Duke University and a Master in Business Administration degree from the New York University Stern School of Business.

Skills and Expertise:

_•     Knowledge of the company’s businesses and operations

_•     Participation in financial services industry associations

_•     Experience in the financial services industry

Other Public Company Board Service: Comcast Corporation

John M. Hinshaw

Executive Vice President of Technology and Operations at Hewlett-Packard Company

Independent Director since 2014

Age 44

Committees: Risk, Technology

Mr. Hinshaw has served as the Executive Vice President of Technology and Operations at Hewlett-Packard Company (“HP”), a multinational information technology corporation, since 2011. Mr. Hinshaw is responsible for the firm’s global operations including information technology, business process management, sales operations, procurement, business shared services, and real estate functions. He is also a member of the Executive Council at HP.

Prior to joining HP, Mr. Hinshaw served as Vice President and General Manager for Boeing Information Solutions at The Boeing Company. Before that, he served as Boeing’s Chief Information Officer and led their companywide corporate initiative on information management and information security. Mr. Hinshaw also spent 14 years at Verizon Communications where, among several senior roles, he was Senior Vice President and Chief Information Officer of Verizon Wireless, overseeing the IT function of the wireless carrier. Mr. Hinshaw is also a board member of DocuSign, Inc., a provider of electronic signature transaction management, and the National Academy Foundation, an educational non-profit organization. He received a B.B.A. in Computer Information Systems and Decision Support Sciences from James Madison University.

Skills and Expertise:

_•     Technology and management expertise

_•     Experience in the operations of large, complex companies

_•     Leadership roles in several different industries

Other Public Company Board Service: None

1. ELECTION OF DIRECTORS

Nominees

Edmund F. “Ted” Kelly

Retired Chairman of Liberty

Mutual Group

Independent Director since 2007

Age 69

Committees: Human Resources and Compensation, Risk, Technology (Chair)

Mr. Kelly served as Chairman (from 2000 to 2013), President (from 1992 to 2010) and Chief Executive Officer (from 1998 to 2011) of Liberty Mutual Group, a multi-line insurance company. Mr. Kelly served as a director of Mellon from 2004 to 2007.

Mr. Kelly’s experience also includes senior-level management positions at Aetna Life & Casualty Company. Mr. Kelly was a director of Citizens Financial Group Inc., where he served as Chair of the Audit Committee and Chair of the Joint Risk Assessment Committee. Mr. Kelly is also a member of the Board of Governors of the Property Casualty Insurers Association of America and a director of the Financial Services Roundtable; a member of the boards of the United Way of Massachusetts Bay, the American Red Cross of Massachusetts Bay, the American Ireland Fund and The Massachusetts Mentoring Partnership, among others; a past member of the Board of Trustees for Boston College and former President of the Boston Minuteman Council of the Boy Scouts of America. Mr. Kelly received a Bachelor of Arts degree from Queen’s University in Belfast and a Ph.D. from the Massachusetts Institute of Technology.

Skills and Expertise:

_•     Leadership of a large public company in a highly regulated industry

_•     Experience in risk management

_•     Senior-level policy-making experience in the insurance industry

Other Public Company Board Service: EMC Corporation

Richard J. Kogan

Principal of The KOGAN Group

LLC and RJKogan AP LLC

Retired Chairman, President and Chief Executive Officer of

Schering-Plough Corporation

Independent Director since 2007

Age 73

Committees: Audit, Corporate Governance and Nominating, Human Resources and Compensation

Mr. Kogan is currently a principal of The KOGAN Group LLC, which provides advice and counsel to chief executive officers of for-profit and not-for-profit enterprises, and RJKogan AP LLC. Mr. Kogan previously served as Chief Executive Officer of Schering-Plough Corporation, a global healthcare company, from 1996 to 2003, as President from 1986 to 1998 and 2001 to 2003 and as Chairman from 1998 to 2002. Mr. Kogan served as a director of the Bank of New York from 1996 to 2007.

Mr. Kogan serves as Chairman of the Board of Trustees of Saint Barnabas Medical Center, and is a member of the Board of Trustees of New York University, overseer and member of the Executive Committee of New York University’s Stern School of Business and a member of the Council on Foreign Relations. Mr. Kogan earned a Bachelor of Arts degree from The City College of The City University of New York and a Master in Business Administration degree from the New York University Stern School of Business.

Skills and Expertise:

_•     Leadership of a large public company in a highly regulated industry

_•     Senior level policy-making experience in the pharmaceutical industry

_•     Experience in counseling chief executive officers of for-profit and not-for-profit enterprises

Other Public Company Board Service: Colgate-Palmolive Company

1. ELECTION OF DIRECTORS

Nominees

John A. Luke, Jr.

Chairman and Chief Executive Officer of MeadWestvaco Corporation

Independent Director since 2007

Age 66

Committees: Corporate Governance and Nominating (Chair), Executive, Risk

Mr. Luke has served as Chairman and Chief Executive Officer of MeadWestvaco Corporation, a global packaging company, since 2002. Mr. Luke served as a director of the Bank of New York from 1996 to 2007.

Mr. Luke is also a director and former Chairman of the American Forest & Paper Association, and a director of FM Global. Mr. Luke is ex-officio director and former Chairman of the Sustainable Forestry Initiative, Inc., a former member of the President’s Export Council, and a trustee of the American Enterprise Institute for Public Policy Research as well as the Virginia Museum of Fine Arts, among others. Mr. Luke served as an officer with the U.S. Air Force in Southeast Asia during the Vietnam conflict. Mr. Luke earned a Bachelor of Arts degree from Lawrence University and a Master in Business Administration degree from The Wharton School of Business at the University of Pennsylvania.

Skills and Expertise:

_•     Leadership of a large public company

_•     Senior level policy-making experience in the manufacturing industry

_•     Experience in international business

Other Public Company Board Service: MeadWestvaco Corporation; The Timken Company

Mark A. Nordenberg

Chancellor Emeritus, Chair of the Institute of Politics and

Distinguished Service Professor

of Law of the University of

Pittsburgh

Independent Director since 2007

Age 66

Committees: Corporate Social Responsibility (Chair), Risk, Technology

Mr. Nordenberg served as Chancellor and Chief Executive Officer of the University of Pittsburgh, a major public research university, from 1996 to August 2014. He currently serves as Chancellor Emeritus, Chair of the Institute of Politics and Distinguished Service Professor of Law at the University. Mr. Nordenberg served as a director of Mellon from 1998 to 2007.

Mr. Nordenberg joined the University of Pittsburgh’s law faculty in 1977 and served as Dean of the School of Law from 1985 until 1993. Mr. Nordenberg was the interim Provost and Senior Vice Chancellor for Academic Affairs from 1993 to 1994, and interim Chancellor from 1995 to 1996. A specialist in scholarly aspects of civil litigation, he has published books, articles and reports on this topic, and has served as a member of both the United States Supreme Court’s Advisory Committee on Civil Rules and the Pennsylvania Supreme Court’s Civil Procedural Rules Committee. He is a former director and executive committee member of the Association of American Universities and has served on the boards of national and regional organizations promoting innovation and economic progress. Mr. Nordenberg received his Bachelor of Arts degree from Thiel College and his Juris Doctorate degree from the University of Wisconsin School of Law.

Skills and Expertise:

_•     Legal expertise

_•     Leadership of a major research university

_•     Experience in the operations and management of a large institution

Other Public Company Board Service: None

1. ELECTION OF DIRECTORS

Nominees

Catherine A. Rein

Retired Senior Executive Vice President and Chief

Administrative Officer of MetLife, Inc.

Independent Director since 2007

Age 72

Committees: Audit (Chair), Corporate Governance and Nominating, Executive

Ms. Rein served as Senior Executive Vice President and Chief Administrative Officer of MetLife, Inc., an insurance and financial services company, from 2005 to 2008. Prior to that, Ms. Rein served as President and Chief Executive Officer of Metropolitan Property and Casualty Insurance Company from 1999 to 2005. Ms. Rein served in key leadership positions at MetLife, Inc. from 1985 to 1998. Ms. Rein served as a director of the Bank of New York from 1981 to 2007.

Before joining MetLife, Ms. Rein served as vice president and general counsel for The Continental Group, Inc., a property management company. Prior to that, she was associated with the New York City law firm of Dewey, Ballantine, Bushby, Palmer & Wood. Ms. Rein is an emeritus member of the Board of Visitors of the New York University Law School, previously chaired the MetLife Foundation and is a director emeritus of Corning Incorporated. Ms. Rein received a Bachelor of Arts degree from The Pennsylvania State University and a Juris Doctorate degree from New York University School of Law.

Skills and Expertise:

_•     Leadership of a large public company in a highly regulated industry

_•     Experience as general counsel

_•     Senior-level policy-making experience in the insurance industry

Other Public Company Board Service: FirstEnergy Corp.

William C. Richardson

President and Chief Executive Officer Emeritus of The W.K. Kellogg Foundation and Retired Chairman and Co-Trustee of The W.K. Kellogg Foundation Trust

Independent Director since 2007

Age 74

Committees: Audit, Corporate Governance and Nominating

Dr. Richardson previously served as President and Chief Executive Officer of The W.K. Kellogg Foundation, a private foundation, as well as Chair and Co-Trustee of The W.K. Kellogg Foundation Trust from 1995 to 2007. Dr. Richardson is also a trustee of the Exelon Foundation. Dr. Richardson previously served as a director of Kellogg Company from 1996 to 2007 and of CSX Corporation from 1992 to 2008. Dr. Richardson served as a director of the Bank of New York from 1998 to 2007.

Dr. Richardson has devoted his academic career to research related to the organization and financing of health services in the U.S. He served as President of The Johns Hopkins University. He was also Graduate Dean and Vice Provost for Research at the University of Washington in Seattle; Executive Vice President and Provost of The Pennsylvania State University; and held various positions at the University of Chicago. Dr. Richardson has chaired numerous boards and commissions at the federal and state levels and in the philanthropic sector. He has served as a director of Mercantile Bankshares Corporation, among others. He served as Professor of Health Policy and Management at The Johns Hopkins University. Dr. Richardson received a Bachelor of Arts degree from Trinity College and a Master in Business Administration degree and a Ph.D. from the University of Chicago.

Skills and Expertise:

_•     Senior level policy-making experience at a major research university

_•     Leadership of an institution and major foundation

_•     Expertise in the operations and management of large institutions and foundations

Other Public Company Board Service: Exelon Corporation

1. ELECTION OF DIRECTORS

Nominees

Samuel C. Scott III

Retired Chairman, President and Chief Executive Officer of Ingredion Incorporated (formerly Corn Products International, Inc.)

Independent Director since 2007

Age 70

Committees: Audit, Corporate Social Responsibility, Executive, Human Resources and Compensation (Chair)

Prior to his retirement in 2009, Mr. Scott served as Chairman (since 2001), Chief Executive Officer (since 2001), President (since 1997) and management director of Corn Products International, Inc., a leading global ingredients solutions provider now known as Ingredion Incorporated. Mr. Scott previously served as President of Bestfoods Corn Refining from 1995 to 1997 and President of American Corn Refining from 1989 to 1997. Mr. Scott also serves on the boards of, among others, Chicago Sister Cities, Northwestern Memorial HealthCare, the Chicago Urban League and The Chicago Council on Global Affairs. Mr. Scott received both a Bachelor of Science degree and a Master in Business Administration degree from Fairleigh Dickinson University. Mr. Scott served as a director of the Bank of New York from 2003 to 2007.

Skills and Expertise:

_•     Senior level policy-making experience in the food industry

_•     Leadership of international company

_•     Experience in the operations and management of a large public company

Other Public Company Board Service: Motorola Solutions, Inc.; Abbott Laboratories

Wesley W. von Schack

Chairman, AEGIS Insurance Services, Inc.

Independent Director since 2007

Age 70

Committees: Corporate Governance and Nominating, Executive (Chair), Human Resources and Compensation, Risk

Mr. von Schack has served as Chairman of the board of AEGIS Insurance Services, Inc., a mutual liability and property insurance company, since 2006. He is a non-executive director of AEGIS Managing Agency Limited, which manages Syndicate 1225 at Lloyd’s of London. Prior to his retirement in January, 2010, Mr. von Schack served as Chairman, President and Chief Executive Officer of Energy East Corporation, an energy services company, since 1996. Energy East Corporation is a wholly-owned subsidiary of Iberdrola, S.A. Mr. von Schack was a director of Energy East until his retirement in January 2010. Mr. von Schack served as a director of Mellon from 1989 to 2007.

From 1986 to 1996, Mr. von Schack was Chairman, President and Chief Executive Officer of DQE, a diversified energy services company. Mr. von Schack is Director Emeritus of the Gettysburg Foundation and a former member of the President’s Council – Peconic Land Trust. Mr. von Schack received a Bachelor of Arts degree from Fordham University, a Master in Business Administration degree from St. John’s University and a Ph.D. from Pace University.

Skills and Expertise:

_•     Senior level policy-making experience in the energy industry

_•     Experience in financial accounting and reporting in prior Chief Financial Officer role

_•     Leadership of a large public company in a highly regulated industry

Other Public Company Board Service: Teledyne Technologies Incorporated; Edwards Lifesciences Corporation

1. ELECTION OF DIRECTORS

Nominees

Professional background and experience. The individual’s specific experience, background and education, including experience with, among other things, asset management and other financial services, international business, risk management, operational planning and business strategy, technology and innovation, financial reporting and accounting, legal matters, government and regulatory affairs, compensation and human resources, sales and marketing, and mergers and acquisitions.

Senior level policy-making positions. The individual’s effectiveness, business acumen and leadership skills as demonstrated by senior level policy-making experience in business, government, education, technology and/or not-for-profit enterprises.

Other public company board experience. The individual’s service as a director on other public company boards.

Diversity. The individual’s contribution to the diversity of our Board, including diversity of viewpoint, professional experience, education, skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender, national origin and sexual preference.

Intangible attributes. The individual’s integrity; capacity to evaluate business issues and make practical and mature judgments; willingness to devote the necessary time and effort required to serve on our Board; skills and personality to work effectively and collegially with other directors on a board that is responsive to the company’s needs; and the self-confidence and articulateness to participate effectively in Board discussions.

Prior BNY Mellon Board experience. The individual’s years of service on our Board and on the legacy boards of directors of the Bank of New York and Mellon as well as each individual’s service on standing committees of our Board and the legacy boards of the Bank of New York and Mellon.

Board attendance and participation. The individual’s attendance record and participation at Board and committee meetings.

1. ELECTION OF DIRECTORS

Nominees

1. ELECTION OF DIRECTORS

CORPORATE GOV ERNANCE AND BOARD INFORMATION

Independence

_•       Our board is comprised of all independent directors, other than our Chief Executive Officer, and our independent directors meet in executive sessions at each regularly scheduled board meeting.

_•       Our independent lead director, Wesley W. von Schack, is selected by our independent directors and has broad powers, including approval of board meeting agendas, materials and schedules and leading executive sessions.

_•       We have seven standing committees made up entirely of independent directors.

Active Engagement

_•        High rate of director attendance at board and committee meetings in 2014, averaging over 93%.

_•       We have continued to actively engage with our stakeholders through multiple initiatives, resulting in conversations with investors representing about 40% of our outstanding shares, as well as with proxy advisory firms and other stakeholders.

_•       Stockholders and other interested parties can directly contact our Board (see “Helpful Resources” on page 75).

Robust Programs

_•       A significant portion of director compensation is paid in deferred stock units, which must be held as long as the director serves on the Board.

_•       We have adopted codes of conduct which apply to our directors, as well as all of our employees, to provide a framework for the highest standards of professional conduct and to foster a culture of honesty and accountability.

Ongoing Improvements

_•       We recently amended our Corporate Governance Guidelines to provide for the Corporate Governance and Nominating Committee to consider Committee Chairman rotation periodically at five-year intervals.

_•       We recently amended our bylaws to permit holders in the aggregate of 20% of our outstanding common stock to call a special meeting.

_•       Each year, our Board and each of our Audit, Corporate Governance and Nominating, Corporate Social Responsibility, Finance, Human Resources and Compensation, Risk and Technology Committees conduct self-evaluations.

_•       Our Board participates in Board information sessions during regularly scheduled and special meetings, during which they receive business updates from senior management, risk executives and our General Counsel.

_•       Directors are encouraged to participate in continuing education programs and our company reimburses directors for such expenses. In addition, new directors participate in our director orientation program in their first six months as a director.

What We Don’t Do

_•        No staggered board.

_•       No “poison pill” (stockholders’ rights plan).

_•       No supermajority voting. Action by stockholders requires only a majority of the votes cast (not a majority of the shares present and entitled to vote).

_•       No plurality voting in uncontested director elections. Each director must be elected by a majority of the votes cast.

1. ELECTION OF DIRECTORS

Efficient and Effective Action

A combined Chairman/Chief Executive Officer:

_•       Is in the best position to be aware of major issues facing the company on a day-to-day and long-term basis, and to identify and bring key risks and developments facing the company to the Board’s attention (in coordination with the Lead Director as part of the agenda-setting process), and

_•       Eliminates the potential for uncertainty as to who leads the company, providing the company with a single public “face” in dealing with stockholders, employees, regulators, analysts and other constituencies.

A substantial majority of our peers also utilize a similar board structure with a combined Chairman and Chief Executive Officer, as well as a lead or presiding independent director.

Strong Counterbalances

As set forth in our Corporate Governance Guidelines, our Lead Director:

_•        In coordination with the Chairman/Chief Executive Officer, reviews and approves agendas for Board meetings, materials and information sent or presented to the Board and meeting schedules, and has the authority to add items to the agenda for any Board meeting,

_•       Presides at executive sessions of independent directors, which are held at each regular Board meeting,

_•       Serves as a non-exclusive liaison between the other independent directors and the Chairman/Chief Executive Officer,

_•       Can call meetings of the independent directors in his discretion and chairs any meeting of the Board or stockholders at which the Chairman is absent,

_•       Is available to meet with major stockholders and regulators under appropriate circumstances, and

_•       In conjunction with the chairman of the Human Resources and Compensation Committee (“HRC Committee”), discusses with the Chairman/Chief Executive Officer the Board’s annual evaluation of his performance as Chief Executive Officer.

In addition, the powers of the Chairman under our by-laws are limited — other than chairing meetings of the Board and stockholders, the powers conferred on the Chairman (e.g., ability to call special meetings of stockholders or the Board) can also be exercised by the Board or a specified number of directors or, in some cases, the Lead Director, or are administrative in nature (e.g., authority to execute documents on behalf of the company).

1. ELECTION OF DIRECTORS

they are of a type that we usually and customarily offer to customers or vendors;

they are on terms substantially similar to those for comparable transactions with other customers or vendors under similar circumstances;

in the event that the arrangements had not been made or were terminated in the normal course of business, it is not reasonably likely that there would be a material adverse effect on the financial condition, results of operations or business of the recipient; or

in the case of personal loans, the loans are subject to and in compliance with Regulation O of the Board of Governors of the Federal Reserve System.

Purchases of goods or services in the ordinary course of business. The company and its subsidiaries purchased goods and services from the following entities during a period in 2014 when one of our independent directors served as an executive officer of such entity: Hewlett-Packard Company (Mr. Hinshaw), Tiffany & Co. (Mr. Kowalski) and the University of Pittsburgh (Mr. Nordenberg). All of these purchases were made in the ordinary course of business. These purchases, when aggregated by seller, did not exceed 0.02% of the selling entity’s annual revenue for its last reported fiscal year or 0.14% of our annual revenue for 2014.

Sales of goods or services in the ordinary course of business. The company and its subsidiaries provided various financial services, including asset management services, asset servicing, broker dealer and advisor services, global markets services, issuer services, treasury services, liquidity investment services or credit services, to the following organizations for which one of our independent directors served as an executive officer during 2014: Trian Fund Management L.P. (Mr. Garden); Hellman & Friedman LLC (Mr. Goldstein); Hewlett-Packard Company (Mr. Hinshaw); Tiffany & Co. (Mr. Kowalski); MeadWestvaco Corporation (Mr. Luke); and the University of Pittsburgh (Mr. Nordenberg). All of the services were provided in the ordinary course of our business and at prevailing customer rates and terms. The amount of fees paid to us by each purchasing entity was less than 0.20% of that purchasing entity’s annual revenue for its last fiscal year and less than 0.01% of our annual revenue for 2014.

Customer relationships. We and our subsidiaries provide ordinary course services, including asset management services, banking services, broker services, mortgage loans and home equity loans, to Messrs. Kowalski, Luke, Nordenberg, Richardson and von Schack and Ms. Rein, in each case on terms substantially similar to those offered to other customers in similar circumstances.

Charitable contributions. We made (directly, through our subsidiaries or by the BNY Mellon Foundation or the BNY Mellon Foundation of Southwestern Pennsylvania) charitable contributions to not-for-profit, charitable or tax-exempt organizations for which one of our independent directors served as a director, executive officer or trustee during 2014, namely Messrs. Donofrio,

1. ELECTION OF DIRECTORS

Goldstein, Hinshaw, Kelly, Nordenberg, Scott and von Schack. In 2014, charitable contributions to these organizations totaled approximately $750,000 in the aggregate, and no organization received a contribution greater than $251,000. None of the organizations received contributions in excess of the greater of $1 million or 2% of the organization’s consolidated gross revenues in a single fiscal year within the past three years, which is one of our standards for director independence.

Beneficial ownership or voting power. In the ordinary course of our investment management business, we beneficially own or have the power to vote (directly or through our subsidiaries or through funds advised by our subsidiaries) shares of companies for which one of our independent directors served as an executive officer in 2014, namely Hewlett-Packard Company (Mr. Hinshaw), Tiffany & Co. (Mr. Kowalski) and MeadWestvaco Corporation (Mr. Luke). As of December 31, 2014, none of us, our subsidiaries or funds advised by our subsidiaries, in the aggregate, owned or had the power to vote more than 2.50% of the outstanding shares of any of such companies.

consisting entirely
of independent

directors

_•       Review and approval of the company’s risk appetite statement on an annual basis, and approval of any material amendment to the statement.

_•       Review of significant financial and other risk exposures and the steps management has taken to monitor, control and report such exposures.

_•       Evaluation of risk exposure and tolerance, and approval of appropriate transactional or trading limits.

_•       Review and evaluation of the company’s policies and practices with respect to risk assessment and risk management.

_•       Review, with respect to risk management and compliance, of (1) reports and significant findings of the company’s Risk Management and Compliance department (the “Risk department”) and the Internal Audit department (“Internal Audit”), (2) significant reports from regulatory agencies and management’s responses, and (3) the Risk department’s scope of work and its planned activities.

_•       Review of the company’s technology risk management programs.

_•       Review of management reports concerning the company’s technology operations and approval, or recommendation to the Board for approval, of related plans or policies, as appropriate.

consisting entirely
of independent

directors

_•       Review and discuss policies with respect to risk assessment and risk management.

_•       Oversight responsibility with respect to the integrity of our company’s financial reporting and systems of internal controls regarding finance and accounting, as well as our financial statements.

_•       Review of the Risk Committee’s annual report summarizing its review of the company’s methods for identifying and managing risks.

_•       Review of the Risk Committee’s semi-annual reports regarding corporate-wide compliance with laws and regulations.

_•       Review of any items escalated by the Risk Committee that have significant financial statement impact or require significant financial statement/regulatory disclosures.

_•       Chief Risk Officer: Implement an effective risk management structure through policy formulation and day-to-day oversight of risk.

_•       Internal Audit: Provide reliable and timely information to our Board and management regarding our company’s effectiveness in identifying and appropriately controlling risks.

_•       Senior Risk Management Committee: Provide a senior focal point within the company to monitor, evaluate and recommend comprehensive policies and solutions to deal with all aspects of risk and to assess the adequacy of any risk remediation plans in our company’s businesses.

1. ELECTION OF DIRECTORS

provide that risks are identified, monitored, reported, and priced properly;

define and communicate the type and amount of risk the company is willing to take;

communicate the type and amount of risk taken to the appropriate management level;

maintain a risk management organization that is independent of risk-taking activities; and

promote a strong risk management culture that encourages a focus on risk-adjusted performance.

1. ELECTION OF DIRECTORS

Audit Committee

Catherine A. Rein (Chair), Joseph J. Echevarria, Richard J. Kogan, Michael J. Kowalski, William C. Richardson, Samuel C. Scott III

Independent

11 Meetings in 2014  

Independent Registered Public Accountant. Our Audit Committee has direct responsibility for the appointment, compensation, annual evaluation, retention and oversight of the work of the independent registered public accountants engaged to prepare an audit report or to perform other audit, review or attest services for us. The Committee is responsible for the pre-approval of all audit and permitted non-audit services performed by our independent registered public accountants and each year, the Committee recommends that our Board request stockholder ratification of the appointment of the independent registered public accountants.

Overseeing Internal Audit Function. The Committee acts on behalf of our Board in monitoring and overseeing the performance of our internal audit function. The Committee reviews the organizational structure, qualifications, independence and performance of Internal Audit and the scope of its planned activities, at least annually. The Committee also approves the appointment of our internal Chief Auditor, who functionally reports directly to the Committee and administratively reports to the CEO, and annually reviews his or her performance and, as appropriate, replaces the Chief Auditor.

Internal Controls over Financial Statements and Reports. The Committee oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies. Quarterly, the Committee reviews a report from the company’s Disclosure Committee and reports concerning the status of our annual review of internal control over financial reporting, including (i) information about (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and (ii) management’s responses to any such circumstance. The Committee also oversees our management’s work in preparing our financial statements, which will be audited by our independent registered public accountants.

Members and Financial Expert. The Committee consists entirely of directors who meet the independence requirements of listing standards of the NYSE, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”). All members are financially literate and have accounting or related financial management expertise within the meaning of the NYSE listing standards as interpreted by our Board. Our Board has determined that each of Mr. Echevarria and Ms. Rein satisfies the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, based upon their experience actively supervising a principal accounting or financial officer or public accountant. All members have “banking and financial management expertise” as set out in the FDIC’s rules and regulations.

1. ELECTION OF DIRECTORS

Corporate Governance and Nominating Committee

John A. Luke, Jr. (Chair), Richard J. Kogan, Catherine A. Rein, William C. Richardson, Wesley W. von Schack

Independent

10 Meetings in 2014 

Corporate Governance Matters. As further described on page 13, our CG&N Committee assists our Board of Directors in reviewing and identifying individuals qualified to become Board members. The Committee periodically considers the size of our Board and recommends changes to the size as warranted and is responsible for developing and recommending to our Board our Corporate Governance Guidelines and proposing changes to these guidelines from time to time as may be appropriate. In addition, the Committee oversees evaluations of our Board and its committees, reviews the structure and responsibilities of the Board’s committees and annually considers committee assignments, recommending changes to those assignments as necessary.

Oversight of Director Compensation and Benefits. The Committee reviews non-employee director compensation and benefits on an annual basis and makes recommendations to our Board on appropriate compensation, and is responsible for approving compensation arrangements for non-employee members of the Boards of our significant subsidiaries.

Corporate Social Responsibility

Committee

Mark A. Nordenberg (Chair), Nicholas M. Donofrio, Joseph J. Echevarria, Samuel C. Scott III

Independent

3 Meetings in 2014

Our Corporate Social Responsibility Committee’s purpose is to promote a culture that emphasizes and sets high standards for corporate citizenship and to review corporate performance against those standards. The Committee is responsible for providing oversight of the company’s programs regarding strategic philanthropy and employee community involvement, public policy and advocacy, including lobbying and political contributions, environmental management, corporate social responsibility of suppliers, corporate social responsibility governance and reporting and human rights. The Committee also provides oversight for the company’s compliance with the Community Reinvestment Act and Fair Lending laws and considers the impact of the company’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of stockholders, clients, suppliers, employees, communities and regulators.

For additional information regarding the company’s commitment to corporate social responsibility and the Committee’s recent initiatives, see “Helpful Resources” on page 75.

Executive

Committee

Wesley W. von Schack (Chair), Nicholas M. Donofrio, Gerald L. Hassell, John A. Luke, Jr., Catherine A. Rein, Samuel C. Scott III

No Meetings in 2014  

The Executive Committee, as with each of our other standing committees, is appointed annually by the Board. The Committee generally has, as permitted by law and except as limited by the Board, the powers and may exercise all the authority of the Board during intervals between Board meetings. Unlike our other committees, the Executive Committee is only required to meet as frequently as necessary to fulfill its duties and responsibilities.

Finance

Committee

Jeffrey A. Goldstein (Chair), Joseph J. Echevarria, Edward P. Garden, Michael J. Kowalski

Independent

Established in February 2015

The Finance Committee was established in February 2015 as a standing committee of the Board to assist the Board in fulfilling its responsibilities with respect to the monitoring and oversight of the company’s financial resources and strategies. The Committee’s responsibilities and duties will include review of (i) financial forecasts, operating budgets, capital expenditures and expense management programs and progress relative to targets and relative to competitors; (ii) plans with regard to net interest revenue, investment portfolio activities and progress relative to such plans and activities; (iii) the company’s capital structure, capital raising and capital distributions; and (iv) any initiatives, including investments, mergers, acquisitions, and dispositions, that exceed the thresholds in our Corporate Governance Guidelines and, as necessary, make recommendations to the Board regarding those initiatives.

1. ELECTION OF DIRECTORS

Human Resources and Compensation Committee

Samuel C. Scott III (Chair), Edward P. Garden, Edmund F. Kelly, Richard J. Kogan, Michael J. Kowalski, Wesley W. von Schack

Independent

8 Meetings in 2014  

Compensation and Benefits. The HRC Committee is generally responsible for overseeing our employee compensation and benefit policies and programs, our management development and succession programs, the development and oversight of a succession plan for the CEO position and our diversity and inclusion programs. The Committee also administers and makes equity and/or cash awards under plans adopted for the benefit of our employees to the extent required or permitted by the terms of these plans, establishes any related performance goals and determines whether and the extent to which these goals have been attained. The Committee also evaluates and approves the total compensation of all other executive officers and makes recommendations concerning equity-based plans, which recommendations are subject to the approval of our entire Board. The Committee also oversees certain retirement plans that we sponsor to ensure that (i) they provide an appropriate level of benefits in a cost-effective manner to meet our needs and objectives in sponsoring such plans; (ii) they are properly and efficiently administered in accordance with their terms to avoid unnecessary costs and minimize any potential liabilities to us; (iii) our responsibilities as plan sponsor are satisfied; and (iv) financial and other information with respect to such plans is properly recorded and reported in accordance with applicable legal requirements.

CEO Compensation. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO, his performance in light of those goals and objectives, and determines and approves his compensation on the basis of its evaluation. With respect to the performance evaluation and compensation decisions regarding our CEO, the Committee reports its preliminary conclusions to the other independent directors of our full Board in executive session and solicits their input prior to finalizing the Committee’s decisions.

Delegated Authority. The Committee has delegated to our CEO the responsibility for determining equity awards to certain employees, other than himself, who are eligible to receive grants under our Long-Term Incentive Plan (“LTIP”). This delegated authority is subject to certain limitations, including: (i) total aggregate shares represented by plan awards in any calendar year (1,100,000), (ii) aggregate shares represented by plan awards that may be granted to any one individual in any calendar year (100,000), and (iii) a sub-limit of shares represented by full value awards that may be granted in any calendar year (550,000). In addition, the Committee may delegate limited authority to our CEO to grant awards under the LTIP beyond these limits in connection with specific acquisitions or similar transactions.

Management Involvement. Our management provides information and recommendations for the Committee’s decision-making process in connection with the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his or her own compensation. The “Compensation Discussion and Analysis” starting on page 29 discusses the role of our CEO in determining or recommending the amount and form of executive compensation. In addition, we address the role of our management and its independent compensation consultants and the role of the Committee’s independent outside compensation advisor in determining and recommending executive compensation on page 23.

Risk Committee

Nicholas M. Donofrio (Chair), Edward P. Garden, Jeffrey A. Goldstein, John M. Hinshaw, Edmund F. Kelly, John A. Luke, Jr., Mark A. Nordenberg, Wesley W. von Schack

Independent

5 Meetings in 2014  

See “Oversight of Risk” on page 18 above for a discussion of the Risk Committee’s duties and responsibilities, which include (i) review and approval of the company’s risk appetite statement; (ii) review of significant financial and other risk exposures; (iii) evaluation of risk exposure and tolerance; (iv) review and evaluation of the company’s policies and practices with respect to risk assessment and risk management; (v) review, with respect to risk management and compliance, of certain significant reports; and (vi) review of the company’s technology risk management programs and management reports concerning the company’s technology operations.

1. ELECTION OF DIRECTORS

Technology Committee

Edmund F. Kelly (Chair), Nicholas M. Donofrio, John M. Hinshaw, Mark A. Nordenberg

Independent

3 Meetings in 2014  

Technology Planning and Strategy. The Technology Committee is responsible for reviewing and approving the company’s technology planning and strategy, reviewing significant technology investments and expenditures, and monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends. The Committee receives reports from management concerning the company’s technology and approves related policies or recommends such policies to the Board for approval, as appropriate. The Committee also oversees risks associated with technology.

1. ELECTION OF DIRECTORS

1. ELECTION OF DIRECTORS

Director Compensation

DIRECTOR CO MPENSATION

1. ELECTION OF DIRECTORS

Director Compensation

Ruth E. Bruch⁽¹⁾

Nicholas M. Donofrio⁽²⁾

Edward P. Garden⁽³⁾

Jeffrey A. Goldstein⁽²⁾

John M. Hinshaw⁽⁴⁾

Edmund F. Kelly

Richard J. Kogan

Michael J. Kowalski⁽²⁾⁽⁵⁾

John A. Luke, Jr.

Mark A. Nordenberg

Catherine A. Rein

William C. Richardson

Samuel C. Scott III

Wesley W. von Schack⁽²⁾

Ms. Bruch resigned as a director effective August 25, 2014.

Elected to defer all or part of cash compensation in the Director Deferred Compensation Plan.

Mr. Garden was appointed as a director effective December 2, 2014.

Mr. Hinshaw was appointed as a director effective September 8, 2014.

Mr. Kowalski is retiring and is not standing for reelection at our Annual Meeting.

Amount shown represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (or “FASB ASC”) 718 Compensation-Stock Compensation for 3,866 deferred stock units granted to each independent director in April 2014, using the valuation methodology for equity awards set forth in note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014. As of December 31, 2014, each of Messrs. Donofrio, Goldstein, Kelly, Kogan, Kowalski, Luke, Nordenberg, Richardson, von Schack, and Scott and Ms. Rein owned 3,920 unvested deferred stock units.

The amounts disclosed in this column for Messrs. Nordenberg and von Schack represent the sum of the portion of interest accrued (but not currently paid or payable) on deferred compensation above 120% of the applicable federal long-term rate at the maximum rate payable under the Mellon Directors Plan. Under the Mellon Directors Plan, deferred amounts receive earnings based on (i) the declared rate, reflecting the return on the 120-month rolling average of the 10-year T-Note rate enhanced based on years of service and compounded annually, (ii) variable funds, which are credited with gains or losses that “mirror” the market performance of market-style funds or (iii) the company’s phantom stock. The fully enhanced declared rate for 2014 was 4.79%. The amount disclosed in the column for Ms. Rein represents the amount of increase in the present value of Ms. Rein’s accumulated pension benefit under the Bank of New York Company, Inc. Retirement Plan for Non-Employee Directors. Ms. Rein is the only current director who participates in this plan. Participation in this plan was frozen as to participants and benefit accruals as of May 11, 1999.

The amounts disclosed for Messrs. Donofrio, Kowalski, Richardson and Scott and Ms. Rein reflect the amount of a 5% discount on purchases of phantom stock when dividend equivalents are reinvested under the Bank of New York Directors Plan. The amounts disclosed for Messrs. Nordenberg and von Schack reflect the estimated cost of the legacy Mellon Directors’ Charitable Giving Program, which remains in effect for them and certain other legacy Mellon directors. Upon such legacy Mellon director’s death, the company will make an aggregate donation of $250,000 to one or more charitable or educational organizations of the director’s choice. The donations are paid in 10 annual installments to each organization.

2. ADVISORY VOTE ON COMPENSATION

RESOLUTION  |   Page 28

COMPENSATION DISCUSSION AND ANALYSIS  |  Page 29

_•  Introduction

_•  Our Performance

_•  Compensation of Our Named Executives

_•  Our Pay Practices

_•  How We Address Risk and Control

_•  Report of the HRC Committee

EXECUTIVE COMPENSATION TABLES  |  Page 50

_•  Summary Compensation Table

_•  Grants of Plan-Based Awards

_•  Outstanding Equity Awards at Fiscal Year-End

_•  Option Exercises and Stock Vested

_•  Pension Benefits

_•  Nonqualified Deferred Compensation

_•  Potential Payments upon Termination or Change in Control

2. ADVISORY VOTE ON COMPENSATION

Resolution                         

RESOLUTI ON

Background

_•       Since our 2009 Annual Meeting, we have provided stockholders with an advisory vote on our executive compensation program each year. At last year’s Annual Meeting, 93% of the votes cast approved our 2013 executive compensation.

_•       We have continued our annual outreach process in 2014, resulting in us having conversations with investors representing about 40% of our outstanding shares as well as with proxy advisory firms and other stakeholders.

_•       Our approach to compensation is designed to directly link pay to performance, be a balanced analysis of corporate and individual performance, promote long-term stock ownership and balance risk and reward, taking into consideration market trends and practices and stakeholder feedback to refine our program.

2. ADVISORY VOTE ON COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

2. ADVISORY VOTE ON COMPENSATION

Compensation

Discussion and Analysis

2. ADVISORY VOTE ON COMPENSATION

2. ADVISORY VOTE ON COMPENSATION

Earnings Per Share Has

Increased Over 2012-2014

Returned Significant Value to Shareholders (Measured by Total Payout Ratio***)

2014 EPS, as adjusted for compensation purposes, excludes the gain on the sale of our investment in Wing Hang Bank Ltd., the gain in excess of plan on the sale of our One Wall Street office building in lower Manhattan, litigation charges in excess of plan, certain restructuring charges, a charge related to an administrative error in connection with certain investment management funds, and the benefit of a tax carryback claim. 2013 EPS, as adjusted for compensation purposes, excludes the impact of the U.S. Tax Court’s rulings in 2013 disallowing some foreign tax credits from before the Bank of New York and Mellon merger. 2014 EPS, as adjusted for compensation purposes, was adjusted downward for purposes of determining the annual incentive awarded to our CEO and other named executives to reflect the impact of certain 2014 litigation charges.

For a reconciliation and explanation of these non-GAAP measures, see Annex A.

Total Payout Ratio is equal to (a) the sum of dividends and stock repurchases, divided by (b) reported or adjusted net income available to common shareholders. For 2014, adjusted net income excludes the gain on the sale of our investment in Wing Hang Bank Ltd., the gain in excess of plan on the sale of our One Wall Street office building in lower Manhattan, litigation charges in excess of plan, certain restructuring charges, a charge related to an administrative error in connection with certain investment management funds, and the benefit of a tax carryback claim.

2. ADVISORY VOTE ON COMPENSATION