James J. Killerlane III – BNY Mellon

Social responsibility as a priceless asset

Last summer, a genuine Wall Street heavyweight, BNY Mellon, was characterized for something seemingly unrelated to its fiscal performance. According to an internal review comparing proxy statements of Fortune 200 companies, BNY Mellon was tied first in metrics for gender and ethnic diversity relating to the composition of its board of directors.

Only it is related to the bottom line, emphasizes James J. Killerlane III, corporate secretary, managing director and deputy general counsel. Since joining the firm in 2019 and, especially after COVID-19 shook up the financial world, as well as others, he’s emphasized how ESG and DEI initiatives—environmental, social and governance, and diversity, equity and inclusion respectively—must be seen as components of a sound business model.

James J. Killerlane III | Corporate Secretary, Managing Director, Deputy General Counsel | BNY Mellon

James J. Killerlane III | Corporate Secretary, Managing Director, Deputy General Counsel | BNY Mellon

Worldwide, he reminds that regulators mandate ESG reporting for issuers, and stock exchanges are also developing ESG-related listing requirements. Increasingly investors specifically factor social responsibility in investment decisions, and shrewd companies realize that returns aren’t the end-all. His own employer having distinguished itself on this front, Killerlane says he’s proud to have had at least a small part.

“But the focus on diversity and inclusion—and ESG more broadly—was well underway before I arrived,” Killerlane tells Vanguard in December from New York City. “I can’t take too much credit, but among our peers on Wall Street, we have the most diverse board of directors. The firm is a strong believer in every aspect of diversity.”

Onboarding directors

Killerlane’s duties have included assisting BNY Mellon in its selection process for its board of directors. Among other factors, he ensures they are independent and well-versed in the needs of a public company. What once was an informal process has become more structured on his watch. Even prior to a director’s election, Killerlane begins his interaction, sending the candidate a list of links to publicly available documents. That lets the new director come up to speed as quickly as possible when elected.

Once the new director is in the fold, Killerlane shares documents containing a corporate overview, director information, governance materials, minutes and other disclosures. This is followed by a series of one-on-one meetings with other directors and senior management to familiarize the newcomer with BNY Mellon strategy, operations and culture. Killerlane also works with CEO Thomas P. Gibbons and General Counsel J. Kevin McCarthy to coordinate board meetings, attending all and keeping tabs on the governance of the firm’s 270 subsidiaries.

James J. Killerlane III | Corporate Secretary, Managing Director, Deputy General Counsel | BNY Mellon

Since 2019, six new directors have joined the 13-member board, including the India-born K. Guru Gowrappan, and two Black men, Centerbridge Partners senior advisor Frederick O. Terrell and Siris Capital Group executive advisor Alfred W. Zollar. All bring a refreshing outlook, Killerlane says, noting the unique life experiences that shape each member. More recently, the former chief regulatory affairs officer of JPMorgan Chase and Co., Sandie O’Connor, joined the board.

“Our proactive approach has made our board and, by extension, our company more efficient,” Killerlane says. “We’re better able to spend more time with items brought before us, and there’s better interaction between the executive committee and the board.”

Transparency initiatives transcend other functions, among them the shareholder engagement that Killerlane has undertaken. In less than three years, he’s reached out to around 70 percent of the shareholder base on a semi-annual basis.

“Interaction and collaboration are very important to me, both internally and externally,” he says. “It has been very exciting to watch my team develop and grow. We have some terrific people in place throughout my team and it is very fulfilling to watch them develop.”

Back to business

Of course, BNY Mellon isn’t all about social responsibility and Killerlane has a wide-ranging role as head of a team whose members hail from New York, Pittsburgh, Dublin, London, Brussels, Hong Kong and Tokyo. Prior to COVID-19 he traveled regularly and, much as he misses personal interaction, Killerlane has adapted to virtual means.

This being a publicly traded company, he’s often immersed in Securities and Exchange Commission filings, governance matters offerings and more. He also serves on the National Board for the Society for Corporate Governance and the Advisory Council of the Harvard Law School Corporate Governance Roundtable and is a Fellow of the Salzburg Global Corporate Forum.

“What I like best about my position at BNY Mellon is I’m able to interact with almost everybody throughout the organization,” Killerlane says. “I’m not just limited to one business line or group. When I was moving in-house, I was warned that these roles could be monotonous and that I would be doing the same thing day in and day out. For me, it’s been the exact opposite.”

James J. Killerlane III | Corporate Secretary, Managing Director, Deputy General Counsel | BNY Mellon

The general counsel, McCarthy, stressed that Killerlane’s days would be anything but boring. He was part of an overall effort at the time to transform corporate culture, replacing many leaders in existing roles or creating new positions. Killerlane among the new hires, he was entrusted as point person for enhanced corporate governance with freedom to innovate.

Killerlane seemed to have the right skillset, the Fordham University School of Law graduate having held numerous in-house roles since 2002, the most recent as head of securities and corporate governance at AIG. He had cut his teeth at a couple notable firms, Battle Fowler and Winston & Strawn. The legal passion was instilled early, his father having been a notable litigator in Westchester County, New York, and his sister, Christina Killerlane, a former prosecutor in the Rockland County District Attorney’s Office and now a notable litigator in Westchester.

He also credits a football background with helping to shape his character and team-first mindset, Killerlane having been an offensive guard for the Princeton University Tigers. His knees still somewhat sore from all that bumping, he’s since stayed fit cycling.

Motion’s the potion in any pursuit, he says.

“You’ve got to stay atop of things in real time,” says Killerlane. “As things change you need to be an expert quickly. Get up to speed quickly, understand the rules and determine what’s best for your company based on the new set of facts.”

View this feature in the Vanguard Winter III 2022 Edition here.

Published on: February 14, 2022



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