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AI English summary of an SEC filing — figures as filed

BNY Mellon logoBNY Mellon BNY

The company said on December 9, 2025 the Board of Directors elected Charles F. Lowrey as an independent director, effective February 15, 2026. With the election, the Board will consist of 12 directors.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said on December 9, 2025 the Board of Directors elected Charles F. Lowrey as an independent director, effective February 15, 2026. With the election, the Board will consist of 12 directors.

  2. The company said Lowrey has served as Executive Chairman of Prudential Financial, Inc. since April 2025 and served as Chief Executive Officer from December 2018 to March 2025. According to the press release, 11 of the 12 Board members are independent directors.

  3. The company said on December 8, 2025 the Human Resources and Compensation Committee unanimously voted to award Chairman and Chief Executive Officer Robin Vince Restricted Stock Units with a grant date value of $25.0 million and 869,263 stock options. The independent directors unanimously supported this on December 9.

  4. The company said the RSUs will vest and the options will become exercisable in two equal installments on the 5th and 6th anniversaries of the grant date, subject to continued employment. The net shares delivered upon exercise of the options will be subject to a 2-year holding period, and the company explained the Board considered leadership continuity.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Charles F. Lowrey Elected to Board of Directors

The company said on December 9, 2025 the Board of Directors elected Charles F. Lowrey as an independent director, effective February 15, 2026. With the election, the Board will consist of 12 directors.

Source · Based on the filing body and exhibits

Lowrey's Career and Independent Director Ratio

The company said Lowrey has served as Executive Chairman of Prudential Financial, Inc. since April 2025 and served as Chief Executive Officer from December 2018 to March 2025. According to the press release, 11 of the 12 Board members are independent directors.

Source · Based on the filing body and exhibits

Robin Vince Equity Award

The company said on December 8, 2025 the Human Resources and Compensation Committee unanimously voted to award Chairman and Chief Executive Officer Robin Vince Restricted Stock Units with a grant date value of $25.0 million and 869,263 stock options. The independent directors unanimously supported this on December 9.

Source · Based on the filing body and exhibits

Compensation Terms and Board Rationale

The company said the RSUs will vest and the options will become exercisable in two equal installments on the 5th and 6th anniversaries of the grant date, subject to continued employment. The net shares delivered upon exercise of the options will be subject to a 2-year holding period, and the company explained the Board considered leadership continuity.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.