DEF 14A of State Street Corp, Apr 3, 2024

DEF 14A of State Street Corp

Filed Apr 3, 2024 · FY20230001140361-24-017636

Open on EDGAR

  1. Director Nominees

    Director Nominees We believe that members of our Board of Directors (the Board) should have complementary skills and qualifications that form a depth of broad and diverse experiences. We seek director nominees who have had substantial achievement in their personal and professional pursuits and possess the talent, experience and integrity necessary to effectively oversee our businesses and strategy and enhance long-term shareholder value. Based on these desired attributes, the Board has nominated the following 12 director nominees for election at the 2024 annual meeting of shareholders.

  2. Director Nominees

    | Director Nominee | Principal Occupation | Other Public Company Boards (#) | State Street Board Roles and Committee Memberships | | | Marie A. Chandoha* Director Since 2019 Age 62 | Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc. | 1 | • | Examining and Audit | | | | | • | Executive | | | | | • | Risk (Chair) | | | | | • | Technology and Operations | | DonnaLee A. DeMaio* Director Since 2022 Age 65 | Retired Global Chief Operating Officer, American International Group, Inc. (AIG) | 1 | • | Examining and Audit | | | | | • | Technology and Operations | | Patrick de Saint-Aignan* Director Since 2009 Age 75 | Retired Managing Director and Advisory Director, Morgan Stanley | None | • | Examining and Audit | | | | | • | Risk | | | | | • | Technology and Operations | | Amelia C. Fawcett* Director Since 2006 Age 67 | Retired Chairman, Kinnevik AB | None | • | Lead Director | | | | | • | Executive | | | | | • | Human Resources | | | | | • | Nominating and Corporate Governance | | William C. Freda* Director Since 2014 Age 71 | Retired Senior Partner and Vice Chairman, Deloitte LLP | 1 | • | Examining and Audit (Chair) | | | | | • | Executive | | | | | • | Risk | | Sara Mathew* Director Since 2018 Age 68 | Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation | 2 | • | Examining and Audit | | | | | • | Executive | | | | | • | Human Resources (Chair) | | William L. Meaney* Director Since 2018 Age 63 | President, Chief Executive Officer and Director, Iron Mountain Inc. | 1 | • | Executive | | | | | • | Human Resources | | | | | • | Nominating and Corporate Governance (Chair) | | Ronald P. O’Hanley Director Since 2019 Age 67 | Chairman, Chief Executive Officer and President, State Street Corporation | 1 | • | Chairman of the Board | | | | | • | Executive (Chair) | | | | | • | Risk | | Sean O’Sullivan* Director Since 2017 Age 68 | Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc | None | • | Executive | | | | | • | Risk | | | | | • | Technology and Operations (Chair) | | Julio A. Portalatin* Director Since 2021 Age 65 | Retired President and Chief Executive Officer, Mercer Consulting Group, Inc. | None | • | Human Resources | | | | | • | Risk | | John B. Rhea* Director Since 2021 Age 58 | Partner, Centerview Partners, LLC | 1 | • | Examining & Audit | | | | | • | Technology and Operations | | Gregory L. Summe* Director Since 2001 Age 67 | Managing Partner and Founder, Glen Capital Partners, LLC | 2 | • | Human Resources | | | | | • | Nominating and Corporate Governance |

  3. Director Nominees

    | * = Independent |

  4. Director Nominees

    | State Street — 2024 Notice of Meeting and Proxy Statement | iii |

  5. Director Nominee Qualifications, Diversity and Skills

    Director Nominee Qualifications, Diversity and Skills We believe that our Board should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominating and Corporate Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates in the context and needs of the Board, including personal and professional backgrounds, independence and tenure of Board service, and other demographics such as race and ethnicity, gender identity, sexual orientation, disability, military service and nationality. The Committee does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination. As summarized below, each of our director nominees brings to the Board a variety of qualifications and skills and, collectively, these qualifications form a depth of broad, global and diverse experiences that help the Board effectively oversee our activities and operations. The Board believes that the nominees as a group possess the skill sets and specific business background that the Board desires and that each of the director nominees has substantial achievement in their personal and professional pursuits and has talents, experience, judgment and integrity that will contribute to the best interests of State Street and to long-term shareholder value.

  6. Director Nominee Qualifications, Diversity and Skills

    | State Street — 2024 Notice of Meeting and Proxy Statement | 7 |

  7. Director Nominee Skills, Qualifications and Demographics

    Director Nominee Skills, Qualifications and Demographics

  8. Director Nominee Skills, Qualifications and Demographics

    | State Street — 2024 Notice of Meeting and Proxy Statement | 8 |

  9. Director Nominee Skills, Qualifications and Demographics

    | State Street — 2024 Notice of Meeting and Proxy Statement | 9 |

  10. Non-Management Director Compensation

    Non-Management Director Compensation

  11. 2023 Director Compensation

    2023 Director Compensation The following table shows our non-management directors’ 2023 compensation:

  12. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Marie A. Chandoha | $160,000 | $195,043 | $24,599 | $379,642 | | DonnaLee A. DeMaio | 120,000 | 195,043 | 20,599 | 335,642 | | Patrick de Saint-Aignan | 140,000 | 195,043 | 40,894 | 375,937 | | Amelia C. Fawcett | 230,000 | 195,043 | 24,761 | 449,804 | | William C. Freda | 160,000 | 195,043 | 40,894 | 395,937 | | Sara Mathew | 155,000 | 195,043 | ― | 350,043 | | William L. Meaney | 125,000 | 195,043 | 40,599 | 360,642 | | Sean P. O'Sullivan | 155,000 | 195,043 | ― | 350,043 | | Julio A. Portalatin | 120,000 | 195,043 | 40,599 | 355,642 | | John B. Rhea(3) | ― | 315,121 | ― | 315,121 | | Richard P. Sergel(4) | ― | ― | 31,529 | 31,529 | | Gregory L. Summe | 100,000 | 195,043 | 37,394 | 332,437 |

  13. 2023 Director Compensation

    | (1) On May 17, 2023, each non-management director received 2,849 shares of State Street common stock valued at $195,043 based on the closing price of our common stock on the NYSE of $68.46. Stock awards to non-management directors vest immediately, and there were no unvested non-management director stock awards as of December 31, 2023. |

  14. 2023 Director Compensation

    | (2) Perquisites received in 2023 include director life insurance coverage, business travel accident insurance and medical benefits abroad while traveling internationally for State Street, paid for by State Street ($894 for Dame Amelia and Messrs. de Saint-Aignan, Freda and Summe; $599 for Mses. Chandoha and DeMaio and Messrs. Meaney and Portalatin; and $373 for Mr. Sergel). Charitable contributions by non-management directors are eligible for a Company matching contribution of up to $40,000 per calendar year under the State Street matching gift program. Matching charitable contributions made on behalf of the non-management directors during 2023 were $40,000 for Messrs. de Saint-Aignan, Freda, Meaney and Portalatin; $36,500 for Mr. Summe; $24,000 for Ms. Chandoha; $23,867 for Dame Amelia and $20,000 for Ms. DeMaio and Mr. Sergel. Mr. Sergel's perquisites also include a retirement gift ($11,156) in recognition of his 24 years of service as a member of the Board. The total amount of perquisites and other personal benefits for Ms. Mathew and Messrs. O'Sullivan and Rhea have not been reported because the total did not exceed $10,000. |

  15. 2023 Director Compensation

    | (3) Mr. Rhea elected to receive his annual retainer in common stock in lieu of cash. As a result, he received an additional 1,754 shares of State Street common stock with a total value of $120,079 based on the closing price of our common stock on the NYSE on May 17, 2023 of $68.46. |

  16. 2023 Director Compensation

    | (4) Mr. Sergel retired from the Board effective May 17, 2023. The retainers and equity award for Mr. Sergel's Board service during 2023 were paid during 2022 and reported in our proxy statement for the 2023 annual meeting of shareholders. |

  17. 2023 Director Compensation

    | State Street — 2024 Notice of Meeting and Proxy Statement | 17 |

  18. Board and Management Oversight of Human Capital

    | Marie A. Chandoha Age: 62 Director Since: 2019 Independent Director Qualifications and Attributes Offers valuable expertise in transforming businesses in the financial services and asset management industries guiding State Street’s strategic initiatives • Leadership in technological and product innovation, and business transformation • Strong governance and risk management experience | Key Skills | | | | | Cyber, Tech & Data | Operational Transformation | | | | Financial Services | Risk Management | | | | Board Roles and Committees • Examining and Audit • Executive • Risk (Chair) • Technology and Operations | Education • Harvard University (B.A.) | Citizenship • United States | | | Professional Highlights • Charles Schwab Investment Management, Inc., the investment management subsidiary of Charles Schwab Corporation, an NYSE-listed brokerage and wealth management firm, President and Chief Executive Officer (2010-2019) • BlackRock, Inc., Managing Director, Head, ETF, Index and Model-Based Fixed Income Portfolio Management (2009-2010) • Barclays Global Investors, Global Head of Fixed Income Business prior to acquisition by BlackRock, Inc. (2007-2009) • Wells Capital Management, Co-Head and Senior Portfolio Manager of the Montgomery Fixed Income Division (1999-2007) | | | | | Other Experience • Zoe Financial, Inc., Advisory Committee member • Nature Conservancy, California chapter, Chair • Investment Company Institute, Former Member Board of Governors and Executive Committee | | | | | Public Company Directorships • Macy’s Inc., Director (2022-present) | | |

  19. Board and Management Oversight of Human Capital

    | DonnaLee A. DeMaio Age: 65 Director Since: 2022 Independent Director Qualifications and Attributes Contributes significant auditing and operational experience in highly regulated entities in the financial services and insurance industries offering State Street a financial oversight perspective • Audit, controls and risk management experience • Leadership in modernizing technology and significantly transforming organizations | Key Skills | | | | | Finance & Accounting | Operational Transformation | | | | Legal & Regulatory | Risk Management | | | | Board Roles and Committees • Examining and Audit • Technology and Operations | Education • Muhlenberg College (B.A.) | Citizenship • United States | | | Professional Highlights • American International Group, Inc. (AIG), General Insurance, an NYSE-listed global finance and insurance company, Executive Vice President and Global Chief Operating Officer (2018-2019), Chief Auditor (2017-2018) and other senior management and subsidiary entity positions (2012-2019) • MetLife Bank N.A., President and Chief Executive Officer (2005-2012) and Vice President and Chief Financial Officer (2002-2005) • PricewaterhouseCoopers, National Consulting Partner and other roles (1983-2002) | | | | | Other Experience • Certified Public Accountant (CPA) | | | | | Public Company Directorships • Hiscox Ltd., Director (2021-present) | | |

  20. Board and Management Oversight of Human Capital

    | Patrick de Saint-Aignan Age: 75 Director Since: 2009 Independent Director Qualifications and Attributes Brings to State Street a sophisticated understanding of risk and risk monitoring programs critical to a global financial services firm • Extensive experience in risk management, corporate finance and capital markets • Global perspective on corporate management, regulatory frameworks and governance | Key Skills | | | | | Financial Services | Global Business Perspective | | | | Legal & Regulatory | Risk Management | | | | Board Roles and Committees • Examining and Audit • Risk • Technology and Operations | Education • Ecole des Hautes Etudes Commerciales (B.B.A) • Harvard University (M.B.A) | Citizenship • United States • France | | | Professional Highlights • Morgan Stanley, Managing Director and Advisory Director, firm-wide head of risk management and other senior management roles (1974-2007) | | | | | Other Experience • BH PHARMA, Member of Supervisory Board • Allied World Assurance Company Holdings, AG, Former Director • Risk Magazine’s Lifetime Achievement Award | | | | | Public Company Directorships • None | | |

  21. Board and Management Oversight of Human Capital

    | Amelia C. Fawcett Age: 67 Director Since: 2006 Lead Independent Director Qualifications and Attributes Provides valuable perspective on international financial markets and the dynamic, highly-regulated landscape in which State Street operates • Extensive experience in and knowledge of the global financial services industry • Significant strategic, operational risk and corporate affairs experience • Understanding of complex regulatory and compliance frameworks | Key Skills | | | | | Governance & Social | Global Business Perspective | | | | Financial Services | Risk Management | | | | Board Roles and Committees • Lead Director (since 2019) • Executive • Human Resources • Nominating and Corporate Governance | Education • Wellesley College (B.A.) • University of Virginia (J.D.) | Citizenship • United States • United Kingdom | | | Professional Highlights • Kinnevik AB, a Nasdaq Stockholm-listed long-term oriented investment company, Director and Chairman (2018-2021) • Morgan Stanley, Vice Chairman and Chief Operating Officer of European, Middle East and Africa Operations and other senior management positions (1987-2006) • Standard Board for Alternative Investments, Chairman (U.K.) (2011-2021) • Bermuda Monetary Authority (BMA), Financial Policy Council Member (2016-present) | | | | | Other Experience Other Experience • Wellcome Trust, Former Governor • Royal Botanic Garden, Chair (Kew) • Pollination Group, Senior Advisor • HM Treasury, Former Non-Executive Director • Bank of England, Former Member of the Court of Directors • The Prince of Wales's Charitable Foundation, Former Chairman • Project HOPE UK, Trustee • Commander of the Order of the British Empire; Dame Commander of the Order of the British Empire; and Commander of the Royal Victorian Order | | | | | Public Company Directorships • Kinnevik AB, Former Director and Chairman (2011-2021) | | |

  22. Board and Management Oversight of Human Capital

    | William C. Freda Age: 71 Director Since: 2014 Independent Director Qualifications and Attributes Contributes key insights and perspectives to State Street on risk management, complex audit and accounting matters • Strategic insights on international expansion and client relationship management • Extensive experience advising audit committees, boards of directors and senior management | Key Skills | | | | | Financial Services | Finance & Accounting | | | | Legal & Regulatory | Risk Management | | | | Board Roles and Committees • Examining and Audit (Chair) • Executive • Risk | Education • Bentley University (B.S.) | Citizenship • United States | | | Professional Highlights • Deloitte, LLP, Senior Partner and Vice Chairman (2011-2014), Managing Partner of Client Initiative (2007-2011) and Member of the U.S. Executive Committee, with a 40-year career spanning multiple positions (1974-2014) | | | | | Other Experience • Guardian Life Insurance Company, Director • Deloitte Touche Tohmatsu Limited, Former Director • Bentley College, Former Trustee • Certified Public Accountant (CPA) | | | | | Public Company Directorships • Hamilton Insurance Group, Director (2014-present) | | |

  23. Board and Management Oversight of Human Capital

    | Sara Mathew Age: 68 Director Since: 2018 Independent Director Qualifications and Attributes Provides an innovative and global perspective on State Street’s business, finance and technology positioning • Considerable finance, technology and corporate strategy experience • Leadership in overseeing a diverse grouping of international consumer-focused companies | Key Skills | | | | | Cyber, Tech & Data | Operational Transformation | | | | Finance & Accounting | Governance & Social | | | | Board Roles and Committees • Examining and Audit • Executive • Human Resources (Chair) | Education • University of Madras, India (B.S.) • Xavier University (M.B.A.) | Citizenship • United States | | | Professional Highlights • Dun & Bradstreet Corporation, Chairman and Chief Executive Officer (2010- 2013), President and Chief Operating Officer (2007-2009) and Chief Financial Officer (2001-2007) • Procter & Gamble, Senior Manager with roles in finance, accounting, investor relations and brand management (1983-2001) | | | | | Other Experience • Federal Home Loan Mortgage Corporation, Non-Executive Chair, (2013-2023) | | | | | Public Company Directorships • Dropbox, Director (2021-present) • Carnival Corporation & plc, Director (2022-present) • Reckitt Benckiser Group, plc, Former Director (2019-2022) • Xos, Inc., Former Director (2021-2022) • NextGen Acquisition Corporation, Former Director (2020-2021) • Campbell Soup Company, Former Director (2005-2019) • Shire Plc, Former Director (2015-2019) | | |

  24. Board and Management Oversight of Human Capital

    | William L. Meaney Age: 63 Director Since: 2018 Independent Director Qualifications and Attributes Offers State Street an acute global viewpoint on corporate strategy and business expansion by leading and developing large U.S. and international companies • Experience across both established and emerging markets • Innovative leader in digital and corporate transformation | Key Skills | | | | | Cyber, Tech & Data | Operational Transformation | | | | Governance & Social | Global Business Perspective | | | | Board Roles and Committees • Executive • Human Resources • Nominating & Corporate Governance (Chair) | Education • Rensselaer Polytechnic Institute (B.S.) • Carnegie Mellon University (M.B.A.) | Citizenship • United States • Switzerland • Ireland | | | Professional Highlights • Iron Mountain, Inc., an NYSE-listed information management and data backup and recovery company, President, Chief Executive Officer and Director (2013-present) • Zuellig Group, Chief Executive Officer (2004-2012) | | | | | Other Experience • President’s Council of Massachusetts General Hospital, Member • Rensselaer Polytechnic Institute, Former Trustee • Carnegie Mellon University, Former Trustee | | | | | Public Company Directorships • Iron Mountain, Director (2013-present) | | |

  25. Board and Management Oversight of Human Capital

    | Ronald P. O’Hanley Age: 67 Director Since: 2019 Executive Director Qualifications and Attributes Provides extensive leadership, executive management and operational experience in asset management and global financial services to navigate and develop State Street’s strategic priorities • Leadership in data management, client experience and technology enhancement • Substantial experience in international business and highly regulated financial institutions | Key Skills | | | | | Financial Services | Global Business Perspective | | | | Governance & Social | Strategic Development | | | | Board Roles and Committees • Chairman of the Board • Executive (Chair) • Risk | Education • Syracuse University (B.S.) • Harvard University (M.B.A.) | Citizenship • United States | | | Professional Highlights • State Street Corporation, Chairman, President and Chief Executive Officer (2023-present), Chairman and Chief Executive Officer (2020-2023), President and Chief Executive Officer (2019-2020), President and Chief Operating Officer (2017-2019), Vice Chairman (2017) • State Street Global Advisors, Chief Executive Officer and President (2015-2017) • Fidelity Investment, Inc., President, Asset Management & Corporate Services (2010-2014) • BNY Mellon Asset Management, Chief Executive Officer and President (2007-2010) and other senior management positions (1997-2007) | | | | | Other Experience • The Boston Foundation, Director • The Ireland Funds, Director • Beth Israel Lahey Health, Trustee | | | | | Public Company Directorships • Unum Group, Director (2015-present) | | |

  26. Board and Management Oversight of Human Capital

    | Sean P. O’Sullivan Age: 68 Director Since: 2017 Independent Director Qualifications and Attributes Brings vast experience to State Street in managing operational and technology growth and challenges in the financial services industry • Extensive understanding of company effectiveness and efficiencies • Leadership in business transformation, technology and organizational restructuring | Key Skills | | | | | Finance & Accounting | Operational Transformation | | | | Cyber, Tech & Data | Risk Management | | | | Board Roles and Committees • Executive • Risk • Technology & Operations (Chair) | Education • Western University (B.A.) | Citizenship • Canada • Ireland • United Kingdom | | | Professional Highlights • HSBC Holdings, plc., Group Managing Director and Group Chief Operating Officer (2011-2014); Executive Director and Chief Technology and Services Officer, HSBC Bank, plc. (2007-2010), and other senior management positions (1980-2007) | | | | | Other Experience • University of British Columbia, Information Technology Advisory Committee, Member • York University Foundation, Former Trustee | | | | | Public Company Directorships • None | | |

  27. Board and Management Oversight of Human Capital

    | Julio A. Portalatin Age: 65 Director Since: 2021 Independent Director Qualifications and Attributes Provides strong international background and experience in the strategic leadership and operation of complex global businesses guiding State Street’s global footprint • Thought leader on the changing workforce, human capital and diversity • Leadership in risk management practices and simplified business solutions | Key Skills | | | | | Cyber, Tech & Data | Operational Transformation | | | | Governance & Social | Risk Management | | | | Board Roles and Committees • Human Resources • Risk | Education • Hofstra University (B.S.) | Citizenship • United States | | | Professional Highlights • Marsh & McLennan Companies, an NYSE-listed professional services firm, Vice Chair (2019-2020), Mercer Consulting Group, Inc., a business of Marsh & McLennan Companies, President and Chief Executive Officer, (2012-2019) • American International Group (AIG), President and Chief Executive Officer, Emerging Markets region (2011-2012) • Chartis Growth Economies, President and Chief Executive Officer, (2010-2011) • AIG Europe, S.A., President and Chief Executive Officer (2008-2010); Worldwide Accident and Health American International Underwriters, President (2003-2008) | | | | | Other Experience • AARP, Director • ServPro, Director • Covenant House International, Director • Hofstra University, Director | | | | | Public Company Directorships • DXC Technology, Former Director (2017-2020) | | |

  28. Board and Management Oversight of Human Capital

    | John B. Rhea Age: 58 Director Since: 2021 Independent Director Qualifications and Attributes Brings to State Street extensive experience in corporate finance, capital markets and consulting for large complex organizations on mergers and acquisitions • Trusted advisor on strategic planning and transaction financing • Insights on real estate and corporate advisory services | Key Skills | | | | | Financial Services | Global Business Perspective | | | | Governance & Social | Strategic Development | | | | Board Roles and Committees • Examining and Audit • Technology & Operations | Education • Wesleyan University (B.A.) • Harvard Business School (M.B.A.) | Citizenship • United States | | | Professional Highlights • Centerview Partners LLC, an independent investment banking and advisory firm, Partner (2020-present) • RHEAL Capital Management, LLC, a real estate development and investment firm, Founder and Managing Partner (2014- present) • Siebert Williams Shank & Co., LLC, an independent non-bank financial services firm, Senior Advisor and President, Corporate Finance and Capital Markets (2017-2020) • Boston Consulting Group, Senior Advisor (2014-2017) • New York City Housing Authority, Chair and Chief Executive Officer (2009- 2014) | | | | | Other Experience • University of Detroit Jesuit School, Director • Red Cross Greater New York, Director • Wesleyan University, Former Director | | | | | Public Company Directorships • Invitation Homes, Inc., Director (2015-present) | | |

  29. Board and Management Oversight of Human Capital

    | Gregory L. Summe Age: 67 Director Since: 2001 Independent Director Qualifications and Attributes Provides State Street with corporate leadership, global business and deep M&A experience • Understanding of large and complex corporate organizations in evolving environments • Substantial experience with mergers and acquisitions and leadership in technology and corporate transformation | Key Skills | | | | | Operational Transformation | Global Business Perspective | | | | Governance & Social | Strategic Development | | | | Board Roles and Committees • Human Resources • Nominating and Corporate Governance | Education • University of Kentucky (B.S.) • University of Cincinnati (M.A.) • Wharton School (M.B.A.) | Citizenship • United States | | | Professional Highlights • Glen Capital Partners, LLC, an investment fund, Managing Partner and Founder (2013-present) • Carlyle Group, Managing Director and Vice Chairman (2009-2014) • PerkinElmer, Inc., Chairman, Chief Executive Officer and President (1998- 2009) | | | | | Other Experience • Star Mountain Capital LLC, Senior Advisor (2023-present) | | | | | Public Company Directorships • NXP Semiconductors, Director (2010-present) • Avantor, Inc., Director (2020-present) • Virgin Orbit Holdings, Inc., Former Director (2021-2023) • NextGen Acquisition Corporation I & NextGen Acquisition Corporation II, Former Co-Chairman and Co-Founder (2020-2021) | | |

  30. Determining 2023 CEO and Other NEO Compensation

    | (1) The HRC periodically reviews peer group data as an input into its compensation oversight decisions. The Compensation Peer Group comprises 20 companies with which we compete in some aspects of our businesses and for executive talent and additional detail is provided under the heading “Other Elements of Our Compensation-Setting Process—Peer Groups and Compensation Market Data.” |

  31. Determining 2023 CEO and Other NEO Compensation

    | • | 50% of incentive compensation for our CEO and 40% for our Other NEOs was tied to specific long-term performance metrics (i.e., performance-based RSUs). |

  32. Compensation Philosophy

    | • | drive long-term shareholder value and financial stability |

  33. Linking Pay with Performance Over Time

    Linking Pay with Performance Over Time The HRC reviews, evaluates and approves our executive compensation program annually, and designs our executive compensation program to align pay with performance and shareholder interests over time. The design elements supporting this goal include our use of shareholder return-based metrics in assessing annual financial performance, our long-term incentive program, which incorporates performance goals intended to drive long-term shareholder value and relative TSR, our heavy reliance on deferred equity-based compensation vehicles and, for our CEO, incorporating additional CRSUs. As a result, realizable pay (the value of prior incentive compensation awards granted)(1) reflects both our shareholders’ experience and our performance against the targets set under our performance-based RSU program. The charts below display awards granted to our CEO for 2020 through 2022 performance and include the impact of changes in our stock price since the awards were granted and our performance against the targets set for the performance-based RSUs that comprised part of these awards;(5) the value of incentive compensation ultimately received by our CEO (and, likewise, our Other NEOs) will continue to be impacted by these factors prior to vesting. While the graphs below summarize how the HRC views the alignment of pay with performance for our CEO over time, it is not a substitute for the tables and disclosures required by SEC rules.

  34. Linking Pay with Performance Over Time

    | (1) Realizable value reflects the value of CRSUs, DSAs and performance-based RSUs based on the closing share price of our common stock on the New York Stock Exchange (NYSE) on December 29, 2023 of $77.46 (and assumes all shares are retained), plus the value of cash-based incentive compensation awarded. |

  35. Linking Pay with Performance Over Time

    | (4) Includes pro forma realizable value of performance-based RSUs based on performance of relevant criteria only for completed fiscal years within the three-year performance period through 2023. This performance has not been certified and is therefore subject to adjustment based on the terms of the relevant incentive compensation awards. No estimate of performance for 2024 and beyond has been made. Final payout will be based on satisfaction of the performance criteria as certified by the HRC following the end of the performance period. See also footnote 1. |

  36. Linking Pay with Performance Over Time

    | (5) Current estimated realizable value of performance-based RSUs reflects performance results certified by the HRC. See also footnote 1. |

  37. Prior Year Performance-Based RSU Awards

    Prior Year Performance-Based RSU Awards Our performance-based RSUs, which we grant to our executives in addition to our CEO and Other NEOs, are intended to align their incentives with our long-term performance and financial goals. Performance-based RSUs are earned based on the achievement of pre-established performance targets, and the value ultimately realized by executives from the performance-based RSUs is also directly impacted by our shareholder returns during the performance period. The design of our performance-based RSUs is described in more detail under “Compensation Vehicles.”(1) The performance-based RSUs granted for 2020 performance and which performance period was completed in 2023 were earned at 64.4% of target in February 2024 based on 2021 – 2023 average pre-tax margin of 27.4%, average ROE of 11.7%, compound annual growth rate (CAGR) for fee revenue of -0.1% and relative TSR at the 41st percentile.(2),(3) Performance-based RSUs have a potential payout range of 0 – 150%.

  38. Prior Year Performance-Based RSU Awards

    | (1) For additional information about the terms of these awards, see the narrative discussion following the “2023 Grants of Plan-Based Awards” table, the “Outstanding Equity Awards at Fiscal Year-End, December 31, 2023” table and our prior year proxy statements. |

  39. Prior Year Performance-Based RSU Awards

    | (2) Achievement of ROE and pre-tax margin targets for the performance-based RSUs granted for 2020 performance and which performance period was completed in 2023 is calculated based on a simple average of the achievement in each year in the performance period. Achievement of the fee revenue growth target is calculated based on the CAGR during the performance period. Each of the ROE, pre-tax margin and fee revenue growth metrics are weighted equally. |

  40. Prior Year Performance-Based RSU Awards

    ROE, pre-tax margin and fee revenue growth are subject to adjustment for pre-established, objectively determinable factors. Prior to granting the performance- based RSU award, the HRC establishes the factors that could affect the performance measures during the performance period, and which are then excluded from the performance measure calculation, such as: acquisitions, dispositions and similar transactions and related securities issuances and expenses; changes in accounting principles, tax or banking law or regulations; litigation or regulatory settlements arising from events that occurred prior to the performance period; and restructuring charges and expenses. In addition, the HRC retains the discretion to disregard any calculation adjustment that would result in an increase to average ROE, average pre-tax margin or fee revenue growth measured on a CAGR basis, and to reduce the payout under the award for other material items or events. For the 2020 performance year performance-based RSUs, the HRC approved adjustments to the three-year average GAAP ROE of 10.0%, the three-year average GAAP pre-tax margin of 24.4% and the three-year GAAP fee revenue growth (CAGR) of -0.1% to account for acquisitions and dispositions, merger and integration expenses, restructuring expenses, common share issuances and repurchase suspension, and legal and regulatory matters. See Appendix C for a reconciliation of these adjustments to the GAAP-basis results.

  41. Prior Year Performance-Based RSU Awards

    | (3) Performance-based RSU awards granted for the 2020 performance year use the S&P 500 Financial Index (Capital Markets and Banks Subsets) for relative comparison. |

  42. Prior Year Performance-Based RSU Awards

    | State Street — 2024 Notice of Meeting and Proxy Statement | 41 |

  43. Shareholder Outreach and Responsiveness

    Shareholder Outreach and Responsiveness In 2023, we continued an active shareholder outreach program, which allowed us to gain additional insight into shareholder perspectives, including on our executive compensation program. We met with shareholders both before and after our 2023 “Say on Pay” vote, which received 93.1% support. During 2023, we engaged with shareholders representing approximately 60% of shares outstanding, and met with all of those who expressed an interest in providing feedback, including shareholders representing approximately 25% of shares outstanding. The HRC chair, Ms. Mathew, participated in several of our 2023 shareholder meetings, which covered topics including our executive compensation program design and potential adjustments under consideration, corporate governance practices, corporate strategy, climate and sustainability efforts, diversity, equity and inclusion (DEI)-related initiatives and progress made against our 10 Actions to Address Racial Inequality, and other sustainability and impact topics, including consideration of related performance measures in our executive compensation program. At these meetings, we receive valuable feedback that helps inform the design of our executive compensation program and our approach to disclosure. One area of specific discussion we had with several of our shareholders in recent years involved the design of our performance-based RSUs, including the benefits of a more focused structure. These discussions, together with long-term strategic and other considerations, informed changes to the design of our performance-based RSUs as described in more detail under “Compensation Vehicles—Changes to our Performance-Based RSU Design.” These changes are intended to sharpen the focus on two key financial drivers of our long-term strategy: fee revenue growth and pre-tax margin. For the 2023 performance year, informed by the continued strong support for our “Say on Pay” vote and ongoing dialogue with our investors, the HRC maintained the key pillars of our existing compensation program, including the use of performance-based RSUs, which we believe effectively align pay with performance and reflect shareholder input, and continued our disclosure approach, providing enhanced detail on HRC considerations in assessing company and individual performance. Additional detail on our shareholder outreach in 2023 can be found under “Corporate Governance at State Street—Shareholder Engagement and Communications.”

  44. Sound Compensation and Corporate Governance Practices

    | What We Do | | | • Long-term performance-based equity awards in the form of performance-based RSUs • Significant deferred equity-based incentive compensation • Active engagement with shareholders on compensation, corporate governance and other issues • Close interaction between the HRC and the Board’s Risk Committee and Examining and Audit Committee • Independent compensation consultant • Clawback and forfeiture provisions to recoup compensation following financial restatements and specified misconduct or other actions | • “Double-trigger” change-of-control required for deferred incentive compensation acceleration and cash payments • Stock ownership policy, including holding requirements for NEOs who are below full ownership guidelines • Non-competition and other restrictive covenants • Annual review of incentive compensation design for alignment with risk management principles • Prohibit short selling, options trading, hedging, pledging or speculative transactions in State Street securities | | What We Do Not Do | | | • No option repricing • No tax gross-ups on perquisites(1) • No multi-year guaranteed incentive awards | • No “single-trigger” change-of-control vesting or cash payments • No change-of-control excise tax gross-up |

  45. Compensation Vehicles

    | | Vehicle | Vehicle Description | | Equity-Based Incentive Compensation | | | | 100% of incentive compensation for the CEO 65% of incentive compensation for Other NEOs | Performance-Based Restricted Stock Units (RSUs) | • Earned based on Pre-Tax Margin and Fee Revenue Growth over the three-year performance period (2024 - 2026) • Subject to modification based on three-year relative TSR (up to +/-25%) • Subject to downward modification based on three-year ROE (up to -100%) • Payout between 0 - 150% of target • Vests in one installment following the performance period • Represents 50% of incentive compensation for the CEO and 62% of equity-based incentive compensation for the Other NEOs | | | Deferred Stock Awards (DSAs) | • Vests in four equal annual installments beginning in February 2025 • Represents 25% of incentive compensation for the CEO and 38% of equity-based incentive compensation for the Other NEOs | | | Cash-Settled Restricted Stock Units (CRSUs) (CEO only) | • Provided to the CEO in lieu of immediate cash and Deferred Value Awards (DVAs) to promote further alignment with the shareholder experience, while providing an element of liquidity over time • Vests in 12 quarterly installments (50% of total CRSU award in three equal installments beginning in May 2024 and the balance in nine equal installments from February 2025 to February 2027). Settled in cash based on the average closing price of our common stock on the NYSE during the 30 trading days occurring on or immediately prior to the applicable vesting date • Represents 25% of incentive compensation for the CEO | | Cash-Based Incentive Compensation (Other NEOs Only) | | | | 25% of incentive compensation | Immediate Cash (non-deferred) | • Immediate cash component that provides limited monetization of the executive’s incentive compensation award | | 10% of incentive compensation | Deferred Value Awards (DVAs) | • Notionally invested in a money market fund • Vests in 16 equal quarterly installments beginning in May 2024 • Paid in cash upon vesting |

  46. Changes to our Performance-Based RSU Design

    Changes to our Performance-Based RSU Design Our performance-based RSUs are intended to align the incentives for our executives with our long-term performance and financial goals. The design of this vehicle is informed by long-term strategic and other considerations and shareholder feedback. In recent years, we have discussed the performance-based RSU design with our shareholders, including the benefits of a more focused structure. Informed by this feedback, the HRC approved several changes to the design of our performance-based RSU vehicle granted in 2024 for 2023 performance, as described below. In particular, these changes are intended to sharpen focus on two key financial drivers of our long-term strategy: fee revenue growth and pre-tax margin.

  47. Changes to our Performance-Based RSU Design

    | 2024 – 2026 Performance-Based RSU Design(1),(2),(3) | | | | | Design Changes | What? | Better incentivizes focus on specific metrics intended to align with our long-term strategy and shareholder returns, while maintaining appropriate risk-balancing features | | | | How? | • Reduced number of core performance metrics from three to two (fee revenue growth and pre-tax margin), sharpening the focus on driving fee revenue growth and expanding pre-tax margin • Shifted ROE from a core performance metric into a downward-only modifier, decreasing the payout if average annual ROE falls below 10% for the three-year performance period and retained other features, including the relative TSR modifier, 150% payout cap and HRC discretion to reduce payouts • Established a matrix payout grid, with payouts set based on specific fee revenue growth and pre-tax margin performance outcomes, enhancing the ability of the HRC to establish payout outcomes for achieving different performance levels considering the relationship between top line growth and margin | | | 2024 - 2026 Performance- Based RSU Metrics | Process for Setting Targets and Payout Levels | Each year, the HRC assesses target and payout levels for new performance-based RSU awards and sets them at levels that the HRC believes are appropriate to incentivize our executives to achieve our strategic goals and enhance long-term shareholder value. The HRC believes that setting targets that are challenging, but achievable, and setting payout levels that encourage focus aligned with our strategy, provides substantial motivation to achieve and exceed these targets, while mitigating excessive risk-taking incentives. In setting the targets and payout levels, the HRC considers publicly stated guidance and projections, prospective macroeconomic scenarios and current-year results, among other factors | | | | Core Performance Matrix | Fee Revenue Growth | • Demonstrating growth in fee revenue is a critical element of long-term shareholder value, and fee revenue represents a significant component of our total revenue and is less subject to interest rate fluctuations • Target for 100% payout set at 3.0% compound annual growth rate (CAGR) over the three-year performance period, consistent with the 2023 – 2025 performance-based RSUs | | | | Pre-Tax Margin | • Pre-tax margin reinforces our long-term strategy by reflecting our operating efficiency • Target for 100% payout set at 26.0% average annual rate over the three-year performance period, consistent with our 2023 adjusted pre-tax margin of 26.4%.(2) Our 2024 – 2026 target also reflects a planned acceleration of business growth-focused investments in 2024 supporting our State Street Alpha, private markets and international custody businesses, coupled with an expected decline in NII from 2023, as global interest rates moderate | | | Two Performance Modifiers | Relative TSR Modifier promotes alignment of long-term incentive compensation award outcomes with relative shareholder returns(4) | ROE Modifier is designed to incentivize alignment of growth and appropriate returns on our shareholder capital |

  48. Changes to our Performance-Based RSU Design

    | State Street — 2024 Notice of Meeting and Proxy Statement | 45 |

  49. Changes to our Performance-Based RSU Design

    | Core Performance Matrix(5) | | | | | | | | Relative TSR Modifier(6) | | | ROE Modifier(5),(6) | | | Total Payout Range(5) | | | | | Fee Revenue Growth | | | | | Three-Year Relative TSR Rank | Overall Modifier | | ROE | Overall Modifier | | 0 - 150% | | | | | Below Threshold | Threshold | Target | Max | | 0th - ≤10th %ile | -25% | | ≥10.0% | 0% | | | | | | | | 1% | 3% | 5% | | >10th - ≤25th %ile | -10% | | 9.0% | -20% | | | | Average Pre-Tax Margin | Below Threshold | | 0% | 50% | 75% | 100% | + | >25th - <75th %ile | 0% | + | 8.0% | -40% | = | | | | Threshold | 24% | 50% | 62.5% | 92.5% | 137.5% | | ≥75th - <90th %ile | +10% | | 7.0% | -60% | | | | | Target | 26% | 62.5% | 75% | 100% | 150% | | ≥90th - 100th %ile | +25% | | 6.0% | -80% | | | | | Max | 29% | 100% | 125% | 150% | 150% | | | | | ≤5.0% | -100% | | |

  50. Changes to our Performance-Based RSU Design

    | (1) Core performance metrics (fee revenue growth and average pre-tax margin) and average ROE are presented on a non-GAAP basis in this section, reflecting adjustments described in footnote 2. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. |

  51. Changes to our Performance-Based RSU Design

    | (2) Both core performance metrics (fee revenue growth and average pre-tax margin) and average ROE are subject to adjustment for pre-established, objectively determinable factors. Prior to granting the performance-based RSU award, the HRC establishes the factors that could affect the performance measures during the performance period, which are then excluded from the performance measure calculation, such as: acquisitions, dispositions and similar transactions and related securities issuances and expenses; changes in accounting principles, tax or banking law or regulations; litigation or regulatory settlements arising from events that occurred prior to the performance period; and restructuring charges and expenses. In addition, the HRC retains the discretionary right to disregard any calculation adjustment that would result in an increase to the core performance metrics or to average ROE, and to reduce the payout under the award for other material items or events. |

  52. Changes to our Performance-Based RSU Design

    | (3) Calculation of average pre-tax margin and average ROE for the performance-based RSUs reflects a simple average of the achievement in each year in the performance period. Calculation of fee revenue growth is performed using the CAGR during the performance period. |

  53. Changes to our Performance-Based RSU Design

    | (4) KBW Bank Index used for relative comparisons, reflecting an external benchmark that includes our Direct Peers (Northern Trust Corporation and The Bank of New York Mellon Corporation) and other firms with which we compete in some aspects of our businesses and consistent with our shareholder return presentations in our Annual Report on Form 10-K. |

  54. Changes to our Performance-Based RSU Design

    | (5) Bilinear interpolation is used between the points shown in the Core Performance Matrix (other than points “Below Threshold”) and linear interpolation is used between the points shown in the ROE Modifier table. |

  55. Changes to our Performance-Based RSU Design

    | (6) The Relative TSR Modifier and ROE Modifier percentages are added to the payout outcome determined based on the Core Performance Matrix, except that the final payout percentage shall not be greater than 150% nor less than 0%. |

  56. Total Compensation Approach

    Total Compensation Approach The HRC determines the amount of individual compensation to be awarded to our CEO and Other NEOs by looking at total compensation, consisting of base salary and incentive compensation. Setting Individual Target Total Compensation. The HRC establishes target total compensation levels for our CEO and Other NEOs each year. The targets are based on each executive’s role, responsibilities and performance trend, as well as competitive and market factors and internal equity. In establishing target total compensation levels, the HRC reviews compensation market data for our Compensation Peer Group, supplemented with data from multiple compensation surveys and guidance from Meridian Compensation Partners, the HRC’s independent compensation consultant, each described in more detail below under “Other Elements of Our Compensation-Setting Process.” The Compensation Peer Group companies vary in size, business lines, the nature of executive roles, and applicable regulation status, so the HRC does not treat Compensation Peer Group data as definitive when establishing target total compensation levels. 2023 target total compensation levels are shown under “Individual Compensation Decisions Summary.” Determining Incentive Compensation Awards. The HRC’s process for determining incentive compensation award amounts for the 2023 performance year is illustrated in the framework below.

  57. Corporate Performance

    Corporate Performance Evaluation Process. The HRC’s evaluation of overall company performance is based on a review of financial, business and risk management performance relative to corporate goals set at the beginning of each year. The HRC reviewed preliminary corporate performance scorecards in June and December 2023, and final 2023 scorecards in early 2024. The full Board also reviewed financial performance at each Board meeting and the Risk Committee reviewed the risk management performance scorecard in July and December 2023. Based on its review of corporate performance, the HRC concluded that State Street’s full-year corporate performance was “Below Expectations” and that the corporate performance factor for 2023 be set at 85%. More details on our performance against each of the three corporate performance scorecards are found below. Financial Performance. During its evaluation of fiscal year 2023 performance, the HRC reviewed financial results presented in conformity with GAAP, as well as financial results presented on a basis that excludes or adjusts one or more items from GAAP (a non-GAAP presentation). In general, our non-GAAP financial results exclude the impact of revenue and expenses outside of

  58. Individual Performance and Compensation Decisions

    Individual Performance and Compensation Decisions Evaluation Process. The HRC and the full Board evaluate the CEO’s individual performance relative to the goals established for the corporate performance scorecards. The HRC and the full Board evaluate the Other NEOs’ individual performance based on individual goals derived from the associated corporate goals, and based on each individual’s role and responsibilities. In evaluating the Other NEOs’ individual performance, the HRC and the full Board reviewed scorecards tailored to each individual containing three performance areas that correspond to the three corporate performance scorecards. Human capital-related performance is included within the “Business Performance” section of each individual performance scorecard. 2023 NEO Performance Evaluation Summaries. Individual performance highlights and the HRC’s incentive compensation award decisions for 2023 are presented in the summaries below. Financial results are presented on a non-GAAP basis in this section, unless otherwise noted. Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix C. For detail on the relationship between the 2023 compensation amounts reported in the summaries below and those amounts reported in the Summary Compensation Table (as required by SEC rules) and related tables, please refer to the discussion under “Individual Compensation Decisions Summary.”

  59. Adjustment and Recourse Mechanisms

    Forfeiture. Before vesting and delivery to the executive, all deferred incentive compensation awards to our NEOs, including performance-based RSUs, DSAs, CRSUs and DVAs, allow reduction or cancellation of the award, in whole or in part, upon the occurrence of specified events. The HRC, in its discretion, determines whether forfeiture is appropriate. The events for which forfeiture may occur include:

  60. Adjustment and Recourse Mechanisms

    Clawback. All amounts delivered to our NEOs as incentive compensation awards, including immediate cash awards, performance-based RSUs, DSAs, CRSUs and DVAs, contain clawback provisions providing for the repayment of those amounts, in whole or in part, upon the occurrence of specified events. The HRC, in its discretion, determines whether clawback is appropriate, making that determination within four years (in the case of performance-based RSUs) or three years (in the case of all other incentive compensation awards) of the award’s grant date. The events for which clawback may occur include:

  61. Change-of-Control Agreements

    Change-of-Control Agreements Under a long-standing program, we have change-of-control employment agreements in place with each of our NEOs. We provide these agreements because we believe providing some protection in the event of a change of control is necessary to attract and retain high quality executives and to help address potential distractions during the period leading up to a possible change of control. Our change-of-control arrangements are further described under “Potential Payments upon Termination or Change of Control as of December 31, 2023.”

  62. Peer Groups and Compensation Market Data

    Peer Groups and Compensation Market Data The HRC periodically reviews peer group data as an input into its compensation oversight decisions:

  63. Peer Groups and Compensation Market Data

    | Peer Group | | Purpose | | Compensation Peer Group | • | Comprises 20 companies with which we compete in some aspects of our businesses and for executive talent, as outlined below | | | • | Compensation data used as one factor in determining executive compensation and in structuring the design of the executive compensation program | | KBW Bank Index | • | As of January 1, 2023, comprised State Street, our Direct Peers and 18 other constituents with which we competed in some aspects of our businesses | | | • | Relative financial performance reviewed as one factor in the HRC's evaluation of overall financial performance. Detail on this relative performance comparison is provided under “2023 Compensation—Corporate Performance—Financial Performance” | | | • | Performance-based RSUs granted for the 2023 performance year are subject to modification based on three-year relative TSR as described under “Compensation Vehicles—Changes to our Performance-Based RSU Design” |

  64. Peer Groups and Compensation Market Data

    The HRC considers few companies to be true comparators for the specific scope of our primary business activities, so we include in our Compensation Peer Group our Direct Peers and other companies with which we compete in some aspects of our businesses and for executive talent. The companies vary in size and the nature of applicable regulation, including status (like State Street) as a systemically important financial institution, which results in more stringent capital or other regulatory requirements relative to some of our peers. The Compensation Peer Group approved by the HRC for the 2023 performance year consisted of the following firms: *Indicates firms in our Compensation Peer Group which are designated as global systemically important financial institutions for 2023

  65. Peer Groups and Compensation Market Data

    | State Street — 2024 Notice of Meeting and Proxy Statement | 62 |

  66. Peer Groups and Compensation Market Data

    During 2023, the HRC reviewed Compensation Peer Group compensation data from public sources, supplemented with data from multiple compensation surveys. This survey data generally covered large, global financial services companies with whom we may compete for executive talent. In evaluating the survey data, the HRC considers the quantum and compensation structures of these firms. In addition to the survey data, the HRC received regular updates during 2023 and the first quarter of 2024 regarding market trends and compensation actions at major financial services institutions. The Compensation Peer Group companies vary in size and business lines and the nature of executive roles. Therefore, the HRC did not treat Compensation Peer Group data as definitive when determining executive compensation for 2023. Rather, it referenced this data, but formed its own perspective on compensation for our CEO and Other NEOs based on its subjective evaluation of many factors, including those described under the heading “2023 Performance and Compensation Decisions—Total Compensation Approach.”

  67. Role of the Compensation Consultant

    Role of the Compensation Consultant The HRC retains Meridian Compensation Partners to provide independent compensation consulting to the Board. Meridian regularly participated in meetings and executive sessions of the HRC. Meridian did not provide any other services to State Street in 2023. The HRC believes the consultant’s primary representatives advising it should be independent for the consultant to provide appropriate advice on compensation matters. Therefore, the HRC maintains a policy requiring an annual assessment of compensation consultant independence based on the requirements of the NYSE. In December 2023, the HRC reviewed the independence of Meridian and its primary representatives under the policy, and determined the primary representatives of Meridian to be independent and that no conflicts of interest were raised by the services of Meridian or its primary representatives. The HRC reviews data prepared by Willis Towers Watson PLC and McLagan Partners as part of its consideration of compensation matters. Each of these companies, engaged by our Global Human Resources group based on its specialized expertise in the financial services industry, has provided other services to State Street in the past and may do so in the future.

  68. HRC Process Concerning Risk Alignment

    | • | Risk-Based Adjustments to Incentive Compensation Awards. We use a two-pronged process for risk-based adjustments to incentive compensation awards for material risk-takers. This process allows for, as appropriate, both: (1) adjustments at the time awards are made (“ex ante” adjustments) and (2) adjustments after the awards are made (“ex post” adjustments) through recoupment of incentive compensation that has already been awarded, where applicable, via forfeiture (before vesting and delivery) or clawback (after vesting and delivery). For more detail, see the discussion under “Other Elements of Compensation—Adjustment and Recourse Mechanisms.” |

  69. HRC Process Concerning Risk Alignment

    | • | Metrics and Targets for Performance-Based RSUs Designed to Drive Long-Term Strategy. We deliver a substantial proportion of equity compensation for our executives in performance-based RSUs, using metrics designed to drive our long-term strategy. Each year, we assess target and payout ranges for new performance-based RSU awards and set targets that the HRC believes are challenging, but achievable, which mitigates excessive risk-taking incentives. In setting targets and payout ranges, the HRC considers publicly stated guidance and projections and current-year results, among other factors. |

  70. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure This section provides an estimate under applicable SEC regulations of the ratio of total compensation for our Chief Executive Officer to the median of total compensation for our other employees. The methodology and the material assumptions, adjustments and estimates we used in identifying our median employee and calculating that employee’s total compensation are set forth below. This methodology may differ from that applied by other companies, including other financial services companies, and so the information may not be comparable across companies. For 2023:

  71. CEO Pay Ratio Disclosure

    | • | the estimated median of the annual total compensation of all employees of State Street (other than Mr. O’Hanley), was $51,581; and |

  72. CEO Pay Ratio Disclosure

    | • | the annual total compensation of Mr. O’Hanley was $13,449,164 |

  73. CEO Pay Ratio Disclosure

    Based on the foregoing, the ratio of the annual total compensation of Mr. O’Hanley to the median of the annual total compensation of all other employees is estimated to be 261 to 1. As permitted under SEC rules, we excluded from the above calculations a population of approximately 4,000 employees who joined State Street as part of a business combination in late 2023. As described in more detail in our 2023 Annual Report on Form 10-K, as part of ongoing transformation and productivity initiatives, we assumed full ownership of one of our operations joint ventures in India, State-Street Services Private Limited (formerly, State Street Syntel Services Private Limited), in the fourth quarter of 2023. We anticipate that the inclusion of these employees will reduce the estimated median of the annual total compensation of all employees of State Street (other than Mr. O’Hanley) for 2024. As permitted under SEC rules, we are using the same median employee for our 2023 CEO Pay Ratio calculation as was used for the 2022 pay ratio calculation since there has been no change in our employee population (excluding the omitted employees noted above) or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure. We identified our median employee for 2022 based on our employee population as of October 1, 2022. State Street employees are generally eligible for base pay and incentive compensation. We therefore analyzed our employee population based on these compensation elements for the full year 2022. We annualized the base pay of all full and part-time employees in our employee population who were hired during 2022. Similarly, for all such employees who did not receive incentive compensation in 2022 due solely to their date of hire, we used a consistent methodology to impute annualized incentive compensation based on each employee’s level and function. We calculated the median gross pay (as described above) and selected the employees within $100 of that value to further analyze. We then identified an employee from this group who was reasonably representative of our workforce and whose pay was a reasonable estimate of the median pay at our organization, as the median employee. For the median employee, we combined all forms of compensation that would have been reported in the “Total” column of the Summary Compensation Table had disclosure of the median employee’s compensation been required in that table. For Mr. O’Hanley, we used the amount reported in the “Total” column of the Summary Compensation Table.

  74. CEO Pay Ratio Disclosure

    | State Street — 2024 Notice of Meeting and Proxy Statement | 66 |

  75. Alignment of Incentive Compensation and Risk

    | Risk-Based Review of Incentive Plan Design | | | • | Incentive compensation arrangements are designed through consultation with the relevant business units, including a formalized requirement for risk review | | • | A management committee (the Incentive Compensation Control Committee, or ICCC), comprising generally senior representatives of our risk management, human resources and internal control functions assesses all incentive compensation arrangements to promote their consistency with the safety and soundness of State Street and with applicable regulations and guidance | | • | Both the HRC and a management committee focusing on compliance program oversight (the Compliance Program Oversight Committee) receive and review a report containing the ICCC’s risk assessment of the design and operation of State Street’s incentive compensation system in providing incentives consistent with the organization’s safety and soundness | | • | The HRC interacts closely with our Risk Committee and Examining and Audit Committee, and our independent Lead Director is expected to attend all Committee meetings, providing governance continuity from both a compensation-risk perspective and also from a broader risk management perspective. The HRC also annually meets with our Chief Human Resources Officer, Chief Risk Officer and Chief Compliance Officer to evaluate the incentive compensation plans for all State Street employees, including the NEOs, relative to risk management principles | | Identification of Material Risk-Takers | | | • | Through a process led by our Enterprise Risk Management group, we identify the population of individuals whose normal activities may involve material risk-taking (“material risk-takers”) | | • | Our internal compensation arrangements with these employees provide for risk-based adjustments to compensation if required, as described below |

  76. Alignment of Incentive Compensation and Risk

    | Risk-Based Adjustments to Compensation for Material Risk Takers | | | • | Incentive compensation awarded to material risk-takers is subject to risk-based adjustments both before and after the compensation is awarded (ex ante and ex post adjustments, respectively) | | • | Ex ante adjustments are guided by a corporate multi-factor risk scorecard, prepared by the CRO and confirmed by the Risk Committee, assessing firm-wide risk in several categories | | • | Ex post adjustments include a forfeiture provision, which operates to reduce or cancel the amount remaining to be paid under the relevant award if the HRC determines that the actions of the material risk-taker exposed State Street to inappropriate risks that resulted or could reasonably be expected to result in material losses that are or would be substantial in relation to State Street’s or a relevant business unit’s revenue, capital and overall risk tolerance | | • | Additional ex post adjustment mechanisms, including our misconduct and financial restatement-related forfeiture and clawback provisions, are applicable to all Executive Vice Presidents, including our NEOs. In addition, in 2023, the Company adopted the State Street Compensation Recovery Policy, in accordance with Section 303A.14 of the New York Stock Exchange Listed Company Manual. See the discussion under the heading “Other Elements of Compensation—Adjustment and Recourse Mechanisms” | | Risk-Based Adjustments to Compensation for All Employees | | | • | Results of business unit- and corporate function-level risk assessments are used as an input to allocate bonus pools to each business unit and corporate function, as well as for further sub-allocations | | • | Poor risk performance, including significant or repeated compliance or risk-related violations of State Street’s policies, may result in ex ante adjustments to an individual’s incentive compensation as part of a progressive discipline structure to hold individual employees accountable for their performance | | • | All outstanding performance-based RSUs, CRSUs, DSAs and DVAs are subject to forfeiture if an employee is terminated for gross misconduct | | Board Committee Review of Selected Control Function Compensation | | | • | Committees of the Board with oversight of an area managed by specific control functions assess the performance of, and individual compensation recommendations for, the heads of the relevant control function and review the compensation for the entire control function | | • | Results of the Board-level Committee assessments are reported to the HRC as an input into final compensation determinations | | • | This process provides the relevant Committee with additional perspective on the performance of the relevant control function and whether that function is being allocated appropriate resources and compensation |

  77. Summary Compensation Table

    Summary Compensation Table

  78. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(1)(5) ($) | Total ($) | | Ronald P. O’Hanley Chairman, Chief Executive Officer and President | 2023 | $1,146,154 | $— | $12,149,906 | $16,318 | $136,786 | $13,449,164 | | | 2022 | 1,000,000 | — | 15,524,952 | 1,358,491 | 121,176 | 18,004,619 | | | 2021 | 1,000,000 | — | 12,999,934 | — | 113,726 | 14,113,660 | | Eric W. Aboaf Vice Chairman and Chief Financial Officer | 2023 | 700,000 | — | 4,744,997 | 2,331,183 | 113,910 | 7,890,090 | | | 2022 | 700,000 | — | 4,504,428 | 2,588,507 | 82,435 | 7,875,370 | | | 2021 | 700,000 | — | 4,095,138 | 2,425,500 | 96,739 | 7,317,377 | | Bradford Hu Executive Vice President and Chief Risk Officer | 2023 | 700,000 | — | 3,119,991 | 1,468,599 | 116,542 | 5,405,132 | | Yie-Hsin Hung Chief Executive Officer and President, State Street Global Advisors | 2023 | 700,000 | 4,500,000 | 4,999,960 | 2,937,128 | 57,341 | 13,194,429 | | Louis D. Maiuri * Former President, Chief Operating Officer and Head of Investment Services | 2023 | 700,000 | — | 5,395,015 | 2,348,542 | 153,047 | 8,596,604 | | | 2022 | 700,000 | — | 4,504,428 | 2,939,168 | 99,055 | 8,242,651 | | | 2021 | 700,000 | — | 4,387,549 | 2,425,500 | 82,367 | 7,595,416 |

  79. Summary Compensation Table

    | * Mr. Maiuri ceased serving in these roles and as an executive officer of State Street on December 31, 2023. Mr. Maiuri subsequently retired from State Street on March 29, 2024. |

  80. Summary Compensation Table

    | (1) Mr. O'Hanley’s 2023 salary increased from $1,000,000 to $1,200,000 effective March 27, 2023. |

  81. Summary Compensation Table

    | (2) Reflects a cash sign-on award of $1,500,000 and a deferred value award (DVA) of $3,000,000 that Ms. Hung received in 2023 in connection with her commencement of employment at State Street. |

  82. Summary Compensation Table

    | (3) Amounts represent the grant date fair value of CRSUs, DSAs and performance-based RSUs. The fair value of each award is computed in accordance with GAAP (FASB ASC 718), using the assumptions stated in note 18 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts included for the 2023 performance-based RSUs reflect target level performance, as reflected in the “2023 Grants of Plan-Based Awards” table. Based on the grant date fair value and assuming that performance results in the maximum number of shares vesting, each NEO’s 2023 performance-based RSUs would have a maximum payout as follows: Mr. O’Hanley – 128,588 shares and value of $10,125,019; Mr. Aboaf – 55,626 shares and value of $4,379,991; Mr. Hu – 36,576 shares and value of $2,879,994; and Mr. Maiuri – 63,246 shares and value of $4,979,990. Based on the grant date fair value and assuming that performance results in the maximum number of shares vesting, each previously disclosed NEO’s 2022 performance-based RSUs would have a maximum payout as follows: Mr. O’Hanley – 143,414 shares and value of $11,643,783; and Messrs. Aboaf and Maiuri – 51,213 shares and value of $4,157,983. Based on the grant date fair value and assuming that performance results in the maximum number of shares vesting, each previously disclosed NEO’s 2021 performance-based RSUs would have a maximum payout as follows: Mr. O’Hanley – 148,515 shares and value of $9,750,010; Mr. Aboaf – 57,579 shares and value of $3,780,061; and Mr. Maiuri – 61,691 shares and value of $4,050,014. |

  83. Summary Compensation Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 69 |

  84. Summary Compensation Table

    | (4) Represents the immediate and deferred cash (granted in DVAs) portions of incentive compensation, as well as dividends credited on DVAs outstanding during 2023, as shown in the table below. DVAs are units that receive a notional investment return of a money market instrument. During the deferral period, DVAs are credited with additional notional units based on the return of the State Street Institutional U.S. Government Money Market Fund if the monthly dividend rate is at least equal to 0.001 per unit. These dividends vest and are paid at the same time and in the same form as the related DVA unit. |

  85. Summary Compensation Table

    | | 2023 Non-Equity Incentive Plan Compensation | | | | | Name | Immediate Cash | DVAs | Dividends Credited on Outstanding DVAs | Total | | Ronald P. O'Hanley | $— | $— | $16,318 | $16,318 | | Eric W. Aboaf | 1,551,250 | 620,500 | 159,433 | 2,331,183 | | Bradford Hu | 1,020,000 | 408,000 | 40,599 | 1,468,599 | | Yie-Hsin Hung | 1,950,000 | 780,000 | 207,128 | 2,937,128 | | Louis D. Maiuri | 1,556,250 | 622,500 | 169,792 | 2,348,542 |

  86. Summary Compensation Table

    | (5) The following table describes the amounts set forth for 2023 in the “All Other Compensation” column: |

  87. Summary Compensation Table

    | Name | Executive Security(A) | Company Contributions to Defined Contribution Plans(B) | Charitable Donations and Matching Contributions(C) | Other Benefits(D) | Total | | Ronald P. O'Hanley | $28,476 | $28,300 | $65,000 | $15,010 | $136,786 | | Eric W. Aboaf | — | 28,300 | 80,000 | 5,610 | 113,910 | | Bradford Hu | — | 28,300 | 55,000 | 33,242 | 116,542 | | Yie-Hsin Hung | — | 3,231 | 48,500 | 5,610 | 57,341 | | Louis D. Maiuri | 33,414 | 16,500 | 56,500 | 46,633 | 153,047 |

  88. Summary Compensation Table

    | (A) The Board approved executive security packages for Messrs. O’Hanley and Maiuri providing a car and driver and residential security. The car and driver were $26,980 for Mr. O'Hanley and $3,235 for Mr. Maiuri. Car and driver values are calculated by allocating the total cost of the car and driver between non-business and business use by mileage traveled. Residential security was $1,496 for Mr. O'Hanley, reflecting amounts invoiced for alarm monitoring and maintenance, and $30,179 for Mr. Maiuri, reflecting amounts invoiced for the installation of security equipment and alarm monitoring. |

  89. Summary Compensation Table

    | (B) Company contributions to savings plans: (1) $19,800 to the Salary Savings Program (SSP) for Messrs. O'Hanley, Aboaf and Hu, $3,231 for Ms. Hung and $16,500 for Mr. Maiuri; (2) $8,500 to the Management Supplemental Savings Plan (MSSP) for Messrs. O'Hanley, Aboaf and Hu. |

  90. Summary Compensation Table

    | (C) Messrs. O’Hanley, Aboaf, Hu and Maiuri and Ms. Hung each directed contributions of $25,000 under our Executive Leadership program, which allows Executive Vice Presidents and above serving on non-profit boards to annually recommend a financial contribution from the State Street Foundation to the non-profit. In addition, matching contributions were made in the name of Mr. O'Hanley ($40,000), Mr. Aboaf ($55,000) (includes $30,000 of prior calendar year contributions matches in 2023), Mr. Hu ($30,000), Ms. Hung ($23,500) and Mr. Maiuri ($31,500) under our matching gift program, which will match contributions made by employees to eligible charitable and educational organizations in accordance with specified annual limits. |

  91. Summary Compensation Table

    | (D) Includes parking benefits for each of Messrs. O’Hanley and Maiuri of $9,400 and for Mr. Hu of $6,800; $2,083 for personal liability coverage and $3,527 for an executive health screening available to each NEO. For Mr. Hu, includes $20,832 for relocation benefits (including $8,458 for tax equalization and $12,374 for family expenses). For Mr. Maiuri, includes $29,828 for the use of corporate aircraft to facilitate his participation in a client meeting that conflicted with previously-scheduled personal obligations and $1,795 for a retirement gift. |

  92. Summary Compensation Table

    The table above otherwise does not include any amounts for personal travel in connection with business travel by our NEOs because such travel had no aggregate incremental cost to the Company.

  93. Summary Compensation Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 70 |

  94. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  95. 2023 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Award | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Ronald P. O'Hanley | 2023 Cash-Based Incentive | | $3,700,000 | $7,400,000 | — | — | — | $— | | | CRSU(4) | 2/24/2023 | — | — | — | — | 24,164 | 2,024,943 | | | Performance-Based RSU(4) | 2/24/2023 | — | — | 85,725 | 128,588 | — | 6,749,987 | | | DSA(4) | 2/24/2023 | — | — | — | — | 42,103 | 3,374,976 | | Eric W. Aboaf | 2023 Cash-Based Incentive | | 2,555,000 | 5,110,000 | — | — | — | — | | | Performance-Based RSU(4) | 2/24/2023 | — | — | 37,084 | 55,626 | — | 2,919,994 | | | DSA(4) | 2/24/2023 | — | — | — | — | 22,767 | 1,825,003 | | Bradford Hu | 2023 Cash-Based Incentive | | 1,680,000 | 3,360,000 | — | — | — | — | | | Performance-Based RSU(4) | 2/24/2023 | — | — | 24,384 | 36,576 | — | 1,919,996 | | | DSA(4) | 2/24/2023 | — | — | — | — | 14,970 | 1,199,995 | | Yie-Hsin Hung | 2023 Cash-Based Incentive | | 2,730,000 | 5,460,000 | — | — | — | — | | | DSA(5) | 2/24/2023 | — | — | — | — | 61,229 | 4,999,960 | | Louis D. Maiuri | 2023 Cash-Based Incentive | | 2,905,000 | 5,810,000 | — | — | — | — | | | Performance-Based RSU(4) | 2/24/2023 | — | — | 42,164 | 63,246 | — | 3,319,993 | | | DSA(4) | 2/24/2023 | — | — | — | — | 25,886 | 2,075,022 |

  96. 2023 Grants of Plan-Based Awards

    | (1) The 2023 cash-based incentive did not have a threshold amount. The amounts shown above reflect the target and maximum amounts payable following the Committee’s approval of final incentive compensation targets for 2023. The cash-based incentive amounts earned for 2023 were made in the form of immediate cash and DVAs, and are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For the 2023 performance year, the HRC awarded an equity grant in the form of CRSUs to Mr. O'Hanley. The CRSUs will be reported as 2024 compensation in the Summary Compensation Table and in the 2024 Grants of Plan-Based Awards table. |

  97. 2023 Grants of Plan-Based Awards

    | (2) Performance-based RSUs granted in 2023 do not have a threshold payout. |

  98. 2023 Grants of Plan-Based Awards

    | (3) Fair value of the awards is computed in accordance with FASB ASC Topic 718, using the assumptions stated in note 18 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  99. 2023 Grants of Plan-Based Awards

    | (4) CRSUs, performance-based RSUs and DSAs were granted in 2023 as a part of 2022 compensation. |

  100. 2023 Grants of Plan-Based Awards

    | (5) DSAs granted to Ms. Hung were sign-on awards granted in connection with her commencement of employment at State Street. |

  101. Narrative Disclosure Accompanying Grants of Plan-Based Awards Table

    Narrative Disclosure Accompanying Grants of Plan-Based Awards Table The awards set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column of the 2023 Grants of Plan-Based Awards table above were the cash-based portion of the target and maximum (200% of target) incentive compensation awards that were granted as part of 2023 incentive compensation. The actual cash-based incentive compensation awards earned by each NEO are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. DVAs granted in February 2024, under the State Street Corporation Supplemental Cash Incentive Plan, for 2023 performance are deferred cash units that are treated as notionally invested in the State Street Institutional U.S. Government Money Market Fund and receive dividends when the monthly dividend rate is at least equal to 0.001 per unit. These awards vest in quarterly installments over four years from the date of grant. The CRSUs set forth in the “All Other Stock Awards” column of the 2023 Grants of Plan-Based Awards table, were awarded to Mr. O’Hanley as a component of his 2022 performance year incentive compensation. These awards vest in 12 quarterly installments (50% in three equal installments beginning in May 2023 and the balance in nine equal installments from February 2024 to February 2026). CRSUs are paid in cash upon vesting, and the vesting price is based on the average closing price of our common stock during the 30 trading days occurring on or immediately prior to the applicable vesting date.

  102. Narrative Disclosure Accompanying Grants of Plan-Based Awards Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 71 |

  103. Narrative Disclosure Accompanying Grants of Plan-Based Awards Table

    The awards set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the 2023 Grants of Plan-Based Awards table, are performance-based RSUs. These awards were granted in 2023 as a component of each NEO’s 2022 performance year incentive compensation. The percent at which these awards are earned will be determined based on three equally weighted metrics over a three-year performance period (January 1, 2023 to December 31, 2025): (a) the simple average of each calendar year’s return on equity (ROE); (b) the simple average of each calendar year’s pre-tax margin; and (c) the compound annual growth rate for fee revenue, with each subject to adjustment by the Human Resources Committee for pre-established factors, as well as based on a fourth metric, State Street’s relative total shareholder return (TSR) versus the KBW Bank Index over the performance period. For ROE, pre-tax margin and fee revenue growth, the earned percentage will be determined using linear interpolation to adjust between the points shown in the table below. For relative TSR performance in the top or bottom quartile, the relative TSR modifier shown below is added or subtracted to the earned percentage outcome calculated based on the three weighted metrics to determine the final earned percentage, with a maximum payout of 150%. After certification by the Human Resources Committee following the end of the performance period, earned performance-based RSUs will vest in one installment. The DSAs set forth in the “All Other Stock Awards” column of the 2023 Grants of Plan-Based Awards table for NEOs other than Ms. Hung were awarded in 2023 as a component of each NEO’s 2022 performance year incentive compensation. These awards vest ratably in annual installments over four years from the date of grant. The DSAs granted to Ms. Hung in February 2023 set forth in the “All Other Stock Awards” column of the 2023 Grants of Plan-Based Awards table above were granted in connection with her commencement of employment at State Street and will vest ratably in annual installments over three years from the date of grant. All CRSUs, performance-based RSUs, and DSAs were granted under the 2017 Stock Incentive Plan and are subject to “double-trigger” change-of-control vesting. Service-based restrictions lapse and vesting is accelerated if the executive incurs a qualified termination following a change of control. For more details, refer to “Potential Payments upon Termination or Change of Control as of December 31, 2023” below. All DVAs, CRSUs, performance-based RSUs, and DSAs have a qualifying retirement provision. Under the retirement provision, service-based restrictions lapse after the participant attains the age of 55 and completes five years of service with State Street, with awards continuing to vest according to their original terms. Service-based restrictions lapse on all DVAs, CRSUs and DSAs in the event a participant dies, becomes disabled and terminates employment or is involuntarily terminated without cause, and vesting is accelerated in the event of death or disability. Service-based restrictions lapse on all performance-based RSUs in the event a participant dies or becomes disabled and terminates employment or is involuntarily terminated without cause, but vesting continues according to the original terms. None of the CRSUs, performance-based RSUs, or DSAs receive dividends or dividend equivalents. DVAs are credited with notional units based on the return of the State Street Institutional U.S. Government Money Market Fund if the monthly dividend rate is at least equal to 0.001 per unit. These dividends vest and are paid at the same time and in the same form as the related DVA unit. All incentive compensation awarded to our NEOs is subject to recourse mechanisms, including clawback, forfeiture and ex ante adjustments, as described under the heading “Compensation Discussion and Analysis—Other Elements of Compensation—Adjustment and Recourse Mechanisms.”

  104. Narrative Disclosure Accompanying Grants of Plan-Based Awards Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 72 |

  105. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

  106. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | | Stock Awards(2) | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ronald P. O'Hanley | 02/27/20(3) | 10,822 | $838,272 | | | | | 02/26/21(4) | 2,582 | 200,002 | | | | | 02/26/21(5) | 24,308 | 1,882,898 | | | | | 02/26/21(6) | 63,762 | 4,939,005 | | | | | 02/25/22(7) | 12,580 | 974,447 | | | | | 02/25/22(8) | 35,306 | 2,734,803 | | | | | 02/25/22(9) | | | 95,609 | 7,405,873 | | | 02/24/23(10) | 12,082 | 935,872 | | | | | 02/24/23(11) | 42,103 | 3,261,298 | | | | | 02/24/23(12) | | | 85,725 | 6,640,259 | | Eric W. Aboaf | 02/27/20(3) | 5,534 | 428,664 | | | | | 02/26/21(5) | 11,781 | 912,556 | | | | | 02/26/21(6) | 24,721 | 1,914,889 | | | | | 02/25/22(8) | 15,759 | 1,220,692 | | | | | 02/25/22(9) | | | 34,142 | 2,644,639 | | | 02/24/23(11) | 22,767 | 1,763,532 | | | | | 02/24/23(12) | | | 37,084 | 2,872,527 | | Bradford Hu | 12/17/21(13) | 4,417 | 342,141 | | | | | 02/25/22(8) | 1,774 | 137,414 | | | | | 02/25/22(9) | | | 3,843 | 297,679 | | | 02/24/23(11) | 14,970 | 1,159,576 | | | | | 02/24/23(12) | | | 24,384 | 1,888,785 | | Yie-Hsin Hung | 02/24/23(14) | 61,229 | 4,742,798 | | | | Louis D. Maiuri | 02/27/20(3) | 5,952 | 461,042 | | | | | 02/26/21(5) | 12,622 | 977,700 | | | | | 02/26/21(6) | 26,486 | 2,051,606 | | | | | 02/25/22(8) | 15,759 | 1,220,692 | | | | | 02/25/22(9) | | | 34,142 | 2,644,639 | | | 02/24/23(11) | 25,886 | 2,005,130 | | | | | 02/24/23(12) | | | 42,164 | 3,266,023 |

  107. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (1) All outstanding equity awards are subject to recourse mechanisms, including clawback and forfeiture, as described under the heading “Compensation Discussion and Analysis—Other Elements of Compensation.” |

  108. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (2) Stock award values in the table above are based on the closing share price of our common stock on the NYSE on December 29, 2023 ($77.46). |

  109. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (3) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2021. The last installment vested on February 15, 2024. |

  110. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (4) CRSUs vest in 12 quarterly installments; 50% in three equal installments beginning in May 2021 and 50% in nine equal installments from February 2022 to February 2024. The last installment vested on February 15, 2024. |

  111. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (5) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2022. The balance of the award will vest in two equal installments, one of which vested on February 15, 2024; the remaining installment will vest on February 15, 2025. |

  112. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (6) Performance-based RSUs with a three-year performance measurement period (January 1, 2021-December 31, 2023). The awards were earned at 64.4% of target and vested in one installment on February 15, 2024. |

  113. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | State Street — 2024 Notice of Meeting and Proxy Statement | 73 |

  114. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (7) CRSUs vest in 12 quarterly installments; 50% in three equal installments beginning in May 2022 and 50% in nine equal installments from February 2023 to February 2025. The balance of the award will vest in five equal installments, one of which vested on February 15, 2024; the remaining four installments will vest quarterly from May 15, 2024 to February 15, 2025. |

  115. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (8) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2023. The balance of the award will vest in three equal installments, one of which vested on February 15, 2024; the remaining two installments will vest on February 15, 2025 and 2026. |

  116. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (9) Performance-based RSUs with a three-year performance measurement period (January 1, 2022-December 31, 2024) that will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the Human Resources Committee following the end of the performance period. Awards have been included in the table above at target (i.e., 100%). |

  117. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (10) CRSUs vest in 12 quarterly installments; 50% in three equal installments beginning in May 2023 and 50% in nine equal installments from February 2024 to February 2026. The balance of the award will vest in nine equal installments, one of which vested on February 15, 2024; the remaining eight installments will vest quarterly from May 15, 2024 to February 15, 2026. |

  118. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (11) DSAs vest in four equal annual installments (25% per year). The first installment vested on February 15, 2024; the remaining three installments will vest on February 15, 2025, 2026 and 2027. |

  119. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (12) Performance-based RSUs with a three-year performance measurement period (January 1, 2023-December 31, 2025) that will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the Human Resources Committee following the end of the performance period. Awards have been included in the table above at target (i.e., 100%). |

  120. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (13) DSAs granted to Mr. Hu in connection with his commencement of employment at State Street; these DSAs vest in four equal annual installments (25% per year) starting on February 15, 2023. The balance of the award will vest in three equal installments, one of which vested on February 15, 2024; the remaining two installments will vest on February 15, 2025 and 2026. |

  121. Outstanding Equity Awards at Fiscal Year-End, December 31, 2023(1)

    | (14) DSAs granted to Ms. Hung in connection with her commencement of employment at State Street; these DSAs will vest in three equal annual installments (33.33% per year), one of which vested on February 15, 2024; the remaining two installments will vest on February 15, 2025 and 2026. |

  122. 2023 Stock Vested

    2023 Stock Vested

  123. 2023 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Ronald P. O'Hanley | 155,911 | $14,001,003 | | Eric W. Aboaf | 53,805 | 5,063,589 | | Bradford Hu | 2,063 | 194,149 | | Yie-Hsin Hung | — | — | | Louis D. Maiuri | 56,576 | 5,324,367 |

  124. 2023 Stock Vested

    | (1) Includes DSAs, performance-based RSUs and CRSUs as follows: |

  125. 2023 Stock Vested

    | — | The number of shares underlying DSAs that vested in 2023: Mr. O’Hanley: 42,036, Mr. Aboaf: 20,502, Mr. Hu: 2,063 and Mr. Maiuri: 20,757. |

  126. 2023 Stock Vested

    | — | The number of performance-based RSUs earned for the performance period ending in 2022 that vested and settled in shares in 2023: Mr. O'Hanley: 81,407, Mr. Aboaf: 33,303 and Mr. Maiuri: 35,819. |

  127. 2023 Stock Vested

    | — | The number of CRSUs that vested and were paid in cash in 2023: Mr. O'Hanley: 32,468. |

  128. 2023 Stock Vested

    | (2) For CRSUs granted in 2021 and 2022, DSAs and performance-based RSUs, the value realized on vesting is based on the closing price of our common stock on the NYSE on the relevant vesting date. For CRSUs granted in 2023, the value realized on vesting is based on the average closing price of our common stock during the 30 trading days occurring on or immediately prior to the applicable vesting date. |

  129. 2023 Stock Vested

    | State Street — 2024 Notice of Meeting and Proxy Statement | 74 |

  130. 2023 Nonqualified Deferred Compensation(1)

    2023 Nonqualified Deferred Compensation(1)

  131. 2023 Nonqualified Deferred Compensation(1)

    | Name | Executive Contributions in Last FY(2) ($) | Registrant Contributions in Last FY(3) ($) | Aggregate Earnings in Last FY ($) | Aggregate Balance at Last FYE(4) ($) | | Ronald P. O'Hanley | $101,885 | $8,500 | $38,689 | $506,966 | | Eric W. Aboaf | 14,000 | 8,500 | 34,761 | 204,377 | | Bradford Hu | 14,000 | 8,500 | 1,498 | 23,999 | | Yie-Hsin Hung | ― | ― | ― | ― | | Louis D. Maiuri | ― | ― | 89,192 | 469,364 |

  132. 2023 Nonqualified Deferred Compensation(1)

    | (1) Messrs. O’Hanley, Aboaf and Hu hold balances under the Management Supplemental Savings Plan (MSSP); Mr. Maiuri holds a defined contribution balance under our Executive Supplemental Retirement Plan (ESRP-DC). |

  133. 2023 Nonqualified Deferred Compensation(1)

    | (2) Employee deferrals under the MSSP. |

  134. 2023 Nonqualified Deferred Compensation(1)

    | (3) Company contributions made under the MSSP for the 2023 plan year. These amounts are included in the Summary Compensation Table. |

  135. 2023 Nonqualified Deferred Compensation(1)

    | (4) Of the total amounts shown in this column, MSSP company contributions of $40,250 for Mr. O’Hanley and $61,750 for Mr. Aboaf have been reported in the Summary Compensation Table in this proxy statement and prior years' proxy statements. |

  136. 2023 Nonqualified Deferred Compensation(1)

    State Street maintains the MSSP for a select group of U.S. managerial or highly compensated employees. All NEOs other than Ms. Hung were eligible to participate in 2023. The MSSP provides eligible employees with savings and Company matching contribution opportunities beyond the Internal Revenue Code limits imposed under the tax qualified Salary Savings Program (SSP). Under the MSSP, eligible employees may elect, prior to the beginning of a year, to defer (a) from 1% to 50% of base salary for the year, and/or (b) a whole percentage, from 5% to 100%, of otherwise immediately payable annual cash-based incentives (net of FICA withholding) or a flat dollar amount of at least $1,000. State Street matched all deferrals made under the MSSP for 2023 up to a maximum of 5% of a participant’s MSSP match-eligible compensation, comprising the lesser of (i) base salary plus immediate cash or (ii) $500,000, in either case reduced by the applicable Internal Revenue Code cap on annual compensation ($330,000 in 2023). MSSP participants have several time and form of payment options for their deferrals. They may elect to receive a lump sum payment either (i) on the first business day of the month following the six-month anniversary of the participant’s termination of employment, or (ii) on a specified date that falls at least three years from the election date; if, however, termination of employment occurs before the specified date, the lump sum is paid on the first business day of the month following the six-month anniversary of the participant’s termination of employment. Participants may also elect to receive deferrals in installments over two to ten years commencing on the six-month anniversary of the participant’s termination of employment. Participants may change distribution elections consistent with limitations set forth in the MSSP and tax rules applicable to nonqualified deferred compensation. Company contributions are automatically paid in a lump sum on the first day of the month following the six-month anniversary of the participant’s termination of employment. A participant’s account is payable in a lump sum upon death or disability. A participant who experiences a severe and unanticipated financial need may request a withdrawal of amounts deferred under the plan subject to certain restrictions. The ESRP-DC was generally frozen effective January 1, 2017, and no contribution credits have been made to any current employee’s balance since the 2014 compensation year. All ESRP-DC benefits are subject to retirement eligibility and vesting. The ESRP-DC requires a participant to attain age 53 and have a combined age and years of service equaling at least 60 at termination of employment; otherwise, the ESRP-DC benefits are forfeited upon termination, except in the event of death or total disability. ESRP-DC participants become fully vested at age 55. Vested ESRP-DC benefits are payable in three equal installments with payments on the first day of the month coinciding with or following each of the six-month, one-year and two-year anniversaries of the participant’s termination of employment. A participant’s account is payable in a lump sum upon death or total disability. Outstanding ESRP-DC benefits are forfeited if the participant engages in certain competitive activities within two years of termination of employment. Further, ESRP-DC benefits are subject to forfeiture if the participant is terminated for certain willful failures to perform job duties, or for certain willful illegal conduct or gross misconduct.

  137. 2023 Nonqualified Deferred Compensation(1)

    | State Street — 2024 Notice of Meeting and Proxy Statement | 75 |

  138. 2023 Nonqualified Deferred Compensation(1)

    Based on age and service to State Street as of December 31, 2023, Mr. Maiuri was fully vested in the ESRP-DC. Mr. Maiuri would have received $469,364 under the ESRP-DC if he had retired on December 31, 2023. A bookkeeping account is maintained for each participant in the MSSP and for each participant with an ESRP-DC deferred cash balance. MSSP and ESRP-DC deferred cash holdings reflect increases or decreases based on the performance of notional investments selected by the participant. The notional investments selected by NEO participants for 2023 and the rate of return for the year were as set forth below. The notional investments selected by our NEO participants are investment options offered under the SSP.

  139. 2023 Nonqualified Deferred Compensation(1)

    | Notional Investment | 2023 Rate of Return | | MSSP and ESRP-DC Investments | | | SSGA U.S. Bond Index Fund | 5.6% | | Vanguard CR Federal Money Market Admin Fund | 5.1% | | State Street World Developed ex U.S. Index Securities Lending Series Fund | 18.4% | | SSGA S&P 500 Index Fund | 26.3% |

  140. Potential Payments upon Termination or Change of Control as of December 31, 2023

    Potential Payments upon Termination or Change of Control as of December 31, 2023 Shown and described below are certain potential payments that would have been made to an NEO if the NEO’s employment had terminated on December 31, 2023 under various scenarios. For Mr. Maiuri, the actual payments due following his retirement on March 29, 2024 are described below. In all cases, the summaries below exclude nonqualified deferred compensation that may be paid to an NEO upon termination as described in the “2023 Nonqualified Deferred Compensation” section. All severance payments due to NEOs identified as “specified employees” following a separation from service are delayed until six months after separation in accordance with Section 409A of the Internal Revenue Code. Our NEOs do not receive any payments or continued vesting of deferred incentive compensation awards if their employment is terminated for gross misconduct, and all deferred incentive compensation awards are forfeited if an NEO voluntarily terminates employment prior to reaching age 55 and completing five years of service. Messrs. O’Hanley, Aboaf and Maiuri had satisfied this retirement provision as of December 31, 2023. In addition, all outstanding deferred incentive compensation awards shown below remain subject to our recourse mechanisms described under the heading “Compensation Discussion and Analysis—Other Elements of Compensation—Adjustment and Recourse Mechanisms.” The tables below are intended only for illustrative purposes; the rights and benefits due to any NEO upon an actual termination of employment or change of control can only be determined at the time of the payment, based on circumstances then existing and the arrangements then in effect.

  141. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 76 |

  142. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | Ronald P. O'Hanley | Retirement(1)(2) ($) | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $— | $553,846 | $4,360,404 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | — | 8,717,271 | 8,717,271 | — | 8,717,271 | | Accelerated Vesting and Payment of Cash-Settled RSUs (CRSUs) | — | 2,069,362 | 2,069,362 | — | 2,069,362 | | Accelerated Vesting and Payment of Performance-Based RSUs | — | — | — | — | 19,892,274 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | — | 109,370 | 109,370 | — | 109,370 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | 8,717,271 | — | — | 8,717,271 | — | | Continued Vesting and Payment of Cash-Settled RSUs (CRSUs) | 2,110,320 | — | — | 2,110,320 | — | | Continued Vesting and Payment of Performance-Based RSUs | 15,229,720 | 15,229,720 | 15,229,720 | 15,229,720 | — | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | 109,370 | — | — | 109,370 | — | | Additional Benefits | | | | | | | Current Year Incentive Compensation | — | — | — | 3,375,000 | 1,350,000 | | Defined Contribution Retirement Cash Equivalent | — | — | — | — | 56,600 | | Health & Welfare Benefits | — | 13,986 | — | 8,517 | 36,907 | | Salary Continuation | — | 100,000 | — | — | — | | Outplacement Services | — | — | — | 40,000 | 40,000 | | Total Value | 26,166,681 | 26,239,709 | 26,125,723 | 30,144,044 | 36,632,188 |

  143. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 77 |

  144. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | Eric W. Aboaf | Retirement(1)(2) ($) | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $— | $282,692 | $2,524,496 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | — | 4,325,444 | 4,325,444 | — | 4,325,444 | | Accelerated Vesting and Payment of Performance-Based RSUs | — | — | — | — | 7,822,429 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | — | 2,880,854 | 2,880,854 | — | 2,880,854 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | 4,325,444 | — | — | 4,325,444 | — | | Continued Vesting and Payment of Performance-Based RSUs | 6,013,839 | 6,013,839 | 6,013,839 | 6,013,839 | — | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | 2,880,854 | — | — | 2,880,854 | — | | Additional Benefits | | | | | | | Current Year Incentive Compensation | — | — | — | 1,825,000 | 2,555,000 | | Defined Contribution Retirement Cash Equivalent | — | — | — | — | 56,600 | | Health & Welfare Benefits | — | 19,903 | — | 9,028 | 44,711 | | Salary Continuation | — | 58,333 | — | — | — | | Outplacement Services | — | — | — | 40,000 | 40,000 | | Total Value | 13,220,137 | 13,298,373 | 13,220,137 | 15,376,857 | 20,249,534 |

  145. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 78 |

  146. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | Bradford Hu | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $161,538 | $4,760,000 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | 1,639,131 | 1,639,131 | — | 1,639,131 | | Accelerated Vesting and Payment of Performance-Based RSUs | — | — | — | 2,168,296 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | 926,483 | 926,483 | — | 926,483 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | — | — | 1,639,131 | — | | Continued Vesting and Payment of Performance-Based RSUs | 1,785,763 | 1,785,763 | 1,785,763 | — | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | — | — | 926,483 | — | | Additional Benefits | | | | | | Current Year Incentive Compensation | — | — | 1,200,000 | 1,680,000 | | Defined Contribution Retirement Cash Equivalent | — | — | — | 56,600 | | Health & Welfare Benefits | 1,219 | — | 1,099 | 9,527 | | Salary Continuation | 58,333 | — | — | — | | Outplacement Services | — | — | 40,000 | 40,000 | | Total Value | 4,410,929 | 4,351,377 | 5,754,014 | 11,280,037 |

  147. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 79 |

  148. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | Yie-Hsin Hung | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $161,538 | $4,200,000 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | 4,742,798 | 4,742,798 | — | 4,742,798 | | Accelerated Vesting and Payment of Performance-Based RSUs | — | — | — | — | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | 5,207,128 | 5,207,128 | — | 5,207,128 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | — | — | 4,742,798 | — | | Continued Vesting and Payment of Performance-Based RSUs | — | — | — | — | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | — | — | 5,207,128 | — | | Additional Benefits | | | | | | Current Year Incentive Compensation | — | — | — | 1,400,000 | | Defined Contribution Retirement Cash Equivalent | — | — | — | 6,462 | | Health & Welfare Benefits | 19,903 | — | 5,411 | 46,895 | | Salary Continuation | 58,333 | — | — | — | | Outplacement Services | — | — | 40,000 | 40,000 | | Total Value | 10,028,162 | 9,949,926 | 10,156,875 | 15,643,283 |

  149. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (1) The DSAs, CRSUs, unearned performance-based RSUs and DVAs shown in the columns for Retirement, Death, Disability and Involuntary Termination without Cause are valued as follows: |

  150. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | DSAs and CRSUs: Represents the value of outstanding awards based on the closing share price of our common stock on the NYSE on December 29, 2023 ($77.46), except for Death and Disability in relation to CRSUs granted in 2023, for which the value is based on the average closing price of our common stock during the 30 trading days occurring on or immediately prior to December 31, 2023 ($74.07). |

  151. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Performance-based RSUs: Represents the value of 2021 performance-based RSUs, which were earned at 64.4% of target, plus the estimated value of unearned performance-based RSUs granted in 2022 and 2023 based on Company ROE performance, pre-tax margin performance, fee revenue growth and relative TSR through December 31, 2023 and performance at 100% of target for future years, based on the closing share price of our common stock on the NYSE on December 29, 2023 ($77.46). The actual percent at which the 2022 and 2023 awards are earned will be determined at the end of the three-year performance period. |

  152. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | DVAs: Represents the value of outstanding DVAs as of December 31, 2023. |

  153. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Outstanding DSAs, outstanding CRSUs, unearned performance-based RSUs and outstanding DVAs include post-termination restrictive covenants concerning: non-competition for a period of 12 months; non-solicitation for a period of six to 18 months; and ongoing obligations of confidentiality and non-disparagement. |

  154. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (2) Retirement: For purposes of the deferred incentive compensation awards (DSAs, CRSUs, performance-based RSUs and DVAs), a qualifying retirement requires attainment of age 55 and completion of five years of service at State Street. |

  155. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Deferred incentive compensation awards: Service-based restrictions lapse and the awards continue to vest according to their original terms. |

  156. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Health & welfare benefits: State Street provides a retiree medical benefit if the NEO was participating in the State Street medical plan at the time of retirement. The retirement eligible NEOs would pay the full cost of the retiree medical coverage at State Street’s retiree group rate. The table does not include any amount for this benefit because there is no incremental cost to State Street. |

  157. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 80 |

  158. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (3) Death: |

  159. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Deferred incentive compensation awards: Service-based restrictions lapse. The vesting of DSAs, CRSUs and DVAs accelerates upon death to become fully vested, while performance-based RSUs continue to vest according to their original terms. |

  160. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Health & welfare benefits: State Street will bear the full cost of health and welfare insurance for the NEO’s spouse/ domestic partner and/ or dependents for a one-year period if the NEO and family were participating in State Street’s health and welfare plans at the time of death. |

  161. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Salary continuation: State Street continues to pay the NEO’s salary for one month following death. |

  162. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (4) Termination due to Disability: |

  163. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Deferred incentive compensation awards: Service-based restrictions lapse. Vesting is accelerated for DVAs, CRSUs and DSAs upon a termination due to disability, while performance-based RSUs continue to vest according to their original terms. |

  164. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (5) Involuntary Termination without Cause: Our NEOs are covered by State Street’s U.S. Severance Plan, which provides benefits to all eligible employees upon specified involuntary separations from service due to an organizational change, such as a reduction in force. The severance plan requires employees to execute a separation agreement and release acceptable to State Street in order to receive benefits under the plan. Amounts above assume a qualifying termination of employment on December 31, 2023. For these purposes, the severance amounts are not discounted for payment over time, and health and welfare benefits are valued at 2023 rates. |

  165. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Cash severance: The U.S. Severance Plan provides for a cash payment amount equal to a specified number of weeks of base salary based on employment title. For all eligible U.S. employees who hold an Executive Vice President title, including our NEOs, the plan provides for a severance period equal to three weeks of base salary per completed year of service with a minimum of 12 weeks and a maximum of 52 weeks of base salary. Severance benefits are subject to the employee’s compliance with restrictive covenants that are determined at the time of separation, but typically include non-solicitation for a period of 18 months following termination and an ongoing obligation of confidentiality and non-disparagement. |

  166. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Deferred incentive compensation awards: Service-based restrictions lapse and the awards continue to vest according to their original terms. |

  167. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Current year incentive compensation: Under the U.S. Severance Plan, employees are eligible to receive an additional lump sum cash severance payment equal to 25% of the employee’s prior year incentive compensation award for a termination occurring on December 31, 2023. |

  168. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Health & welfare benefits: The U.S. Severance Plan provides for continued participation in State Street’s health and welfare benefit plan for the severance period at active employee rates and with continued coverage after the severance period, paid in full by the employee, subject to timely enrollment in COBRA. |

  169. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Outplacement services: Personal outplacement and career consulting services by a third-party provider. |

  170. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | (6) Termination in Connection with Change of Control: Calculations assume a change of control occurred on December 31, 2023 and a qualifying termination of employment entitling the NEO to the specified benefits occurred on that date (double-trigger mechanism). For additional details regarding a termination in connection with change of control, refer to the “Change of Control” section below. |

  171. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Cash Severance: A lump sum payment equal to two times the sum of base salary and the prior year’s cash-based incentive (immediate cash and DVAs), subject to a maximum of $10 million. |

  172. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | DSAs and CRSUs: Service-based restrictions lapse and vesting is accelerated. The value of outstanding DSAs and CRSUs is based on the closing share price of our common stock on the NYSE on December 29, 2023 ($77.46), except that for CRSUs granted in 2023, the value is based on the average closing price of our common stock during the 30 trading days occurring on or immediately prior to December 31, 2023 ($74.07). |

  173. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Performance-based RSUs: Service-based restrictions lapse on unearned performance-based RSUs and vesting is accelerated. The estimated value of unearned performance-based RSUs is calculated as follows: |

  174. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | i) | Performance-based RSUs granted in 2021 is based on actual Company ROE performance and pre-tax margin performance for 2021 and 2022 and 100% of target for 2023. |

  175. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | ii) | Performance-based RSUs granted in 2022 is based on actual Company ROE performance, pre-tax margin performance and fee revenue growth for 2022 and 100% of target for 2023 and 2024. |

  176. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | iii) | Performance-based RSUs granted in 2023 is based on 100% of target for 2023 - 2025. |

  177. Potential Payments upon Termination or Change of Control as of December 31, 2023

    Performance-based RSUs performance has not been certified and is therefore subject to adjustment based on the terms of the relevant awards. The actual amount of the payout would be based on satisfaction of the performance criteria as certified by the HRC following a change of control. Performance-based RSUs are valued using an “adjusted fair market value” ($78.57), which is the highest average of the reported daily high and low prices per share of our common stock on the NYSE during the sixty (60)-day period prior to the first date of actual knowledge by the Board of the circumstances that resulted in a change in control, which is assumed to be December 31, 2023.

  178. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | DVAs: Service-based restrictions lapse and vesting is accelerated. |

  179. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Current year incentive compensation: The prior year’s cash-based incentive award (immediate cash and DVA) paid to each NEO in February 2023 for the 2022 performance year. |

  180. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Defined contribution retirement cash equivalent: A lump sum payment equal to two times State Street’s annual contributions to the defined contribution retirement plans applicable to the NEO. |

  181. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Health & welfare benefits: Continued employee health and welfare benefits for two years after the date of termination. |

  182. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | State Street — 2024 Notice of Meeting and Proxy Statement | 81 |

  183. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Outplacement services: Personal outplacement and career consulting services by a third-party provider. |

  184. Potential Payments upon Termination or Change of Control as of December 31, 2023

    | • | Assumes zero for the legal fee benefit in connection with the enforcement of the NEO’s rights under the agreement. |

  185. Payments upon Termination of Employment

    Payments upon Termination of Employment Mr. Maiuri retired from State Street on March 29, 2024. Mr. Maiuri received his base salary through his retirement date and his outstanding deferred incentive compensation awards will continue to vest according to their original terms and schedule because he had attained age 55 and completed five years of service prior to his retirement and State Street deemed his notice period to have been satisfied. In addition to the equity awards set forth under “Outstanding Equity Awards at Fiscal Year-End, December 31, 2023,” Mr. Maiuri had outstanding DVAs worth $3,093,964 as of December 31, 2023. For his service during 2023, and as described above under the heading “Compensation Discussion and Analysis—Individual Performance Compensation Decisions,” on February 23, 2024 Mr. Maiuri was awarded $6,225,000 of incentive compensation in the form of immediate cash and deferred incentive compensation awards, which included: $1,556,250 in immediate cash; $622,500 in DVAs; $1,556,250 in DSAs; and $2,490,000 in performance-based RSUs. At retirement, these DSAs and performance-based RSUs were worth $1,820,654 and $2,980,299, respectively, based on the closing share price of our common stock on the NYSE on March 28, 2024 ($77.32). Mr. Maiuri did not receive severance or other retirement enhancements. Following his retirement, Mr. Maiuri received a payment for 2024 unused vacation ($16,121).

  186. Payments upon Termination of Employment

    | State Street — 2024 Notice of Meeting and Proxy Statement | 82 |

  187. Pay Versus Performance

    Pay Versus Performance Shown and described below is information about the relationship between certain financial performance measures and executive “compensation actually paid” as determined in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K. For further information regarding our pay-for-performance philosophy and how our Human Resources Committee seeks to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  188. Pay Versus Performance

    | Year(1) | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO(2) | Average Summary Compensation Table (SCT) Total for Non- PEO NEOs(3) | Average Compensation Actually Paid (CAP) to Non- PEO NEOs(2)(3) | Value of Initial Fixed Investment Based on: | | Net Income (GAAP) | Company Selected Measure | | | | | | | State Street (STT) TSR(4) | Peer Group TSR (KBW Bank Index)(4) | | ROE (Non-GAAP)(5) | | 2023 | $13,449,164 | $10,603,887 | $8,771,564 | $7,995,951 | 111.4 | 96.7 | $1,943,630,434 | 11.3% | | 2022 | 18,004,619 | 10,071,943 | 7,633,068 | 4,733,007 | 107.6 | 97.5 | 2,774,105,680 | 12.5% | | 2021 | 14,113,660 | 22,684,590 | 8,719,980 | 12,311,262 | 124.7 | 124.1 | 2,693,086,657 | 11.5% | | 2020 | 9,309,980 | 8,579,981 | 7,972,141 | 7,465,987 | 95.2 | 89.7 | 2,420,321,971 | 10.6% |

  189. Pay Versus Performance

    | (1) The closing share price of our common stock on the NYSE was $77.46 on December 29, 2023, $77.57 on December 30, 2022, $93.00 on December 31, 2021, $72.78 on December 31, 2020, and $79.10 on December 31, 2019. The Principal Executive Officer (PEO) was Mr. O'Hanley for all years in the table. The non-PEO NEOs were Messrs. Aboaf and Maiuri (all years), plus Messrs. Aristeguieta and Erickson (2020, 2021 and 2022), Mr. Taraporevala (2022), and Mr. Hu and Ms. Hung (2023). |

  190. Pay Versus Performance

    | (2) The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP amount from the SCT amount for 2023. There were no adjustments with respect to defined benefit and actuarial pension plans. The SCT amount and the CAP amount do not reflect the actual amount of compensation earned by or paid during 2023, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K. |

  191. Pay Versus Performance

    | | 2023 | | | Adjustments(1) | PEO | Non-PEO NEOs(3) | | Total Compensation from SCT | $13,449,164 | $8,771,564 | | Adjustments for defined benefit and actuarial pension plans: Not Applicable | | | | Adjustments for stock awards | | | | (Subtraction): Stock Awards from SCT | (12,149,906) | (4,564,991) | | Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | 9,089,166 | 3,838,287 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | (2,845,762) | (554,729) | | Addition: Vesting date fair value of awards granted and vesting during such year | 847,709 | — | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | 2,213,516 | 505,820 | | Compensation Actually Paid (as calculated) | 10,603,887 | 7,995,951 |

  192. Pay Versus Performance

    The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  193. Pay Versus Performance

    | (3) Amounts presented are averages for the entire group of non-PEO NEOs in each respective year. |

  194. Pay Versus Performance

    | (4) Total Shareholder Return (TSR) data is calculated based on an initial investment on December 31, 2019 and reflects: for 2023 – four-year cumulative TSR (December 31, 2019 – December 31, 2023); for 2022 – three-year cumulative TSR (December 31, 2019 – December 31, 2022); for 2021 – two-year cumulative TSR (December 31, 2019 – December 31, 2021); and for 2020 – one-year TSR (December 31, 2019 – December 31, 2020). When comparing our annual and long-term performance to that of our peers for compensation purposes and for purposes of disclosure under Item 201(e) of Regulation S-K, we utilize the KBW Bank Index, which comprises State Street, our Direct Peers, and 18 other constituents with which we competed in some aspects of our businesses as of January 1, 2023. |

  195. Pay Versus Performance

    | (5) Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of the non-GAAP ROE presented in the table above, see Appendix C. |

  196. Pay Versus Performance

    | State Street — 2024 Notice of Meeting and Proxy Statement | 83 |

  197. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Overview. The HRC reviews, evaluates and approves our executive compensation program annually, and designs the program to effectively align pay with performance and shareholder interests over time. The design elements supporting this goal include our use of shareholder return-based metrics in assessing annual financial performance, heavy reliance on deferred equity-based compensation vehicles (substantially delivered in the form of performance-based equity) and the use of relative TSR in our long-term incentive design. In the Pay Versus Performance table above:

  198. Analysis of the Information Presented in the Pay Versus Performance Table

    | • | Equity-based vehicles comprised 90% of incentive compensation awarded to our PEO in 2023 for the 2022 performance year and in 2022 for the 2021 performance year, 100% in 2021 for the 2020 performance year and 75% in 2020 for the 2019 performance year |

  199. Analysis of the Information Presented in the Pay Versus Performance Table

    | • | Equity-based vehicles comprised 65% of incentive compensation awarded to our Non-PEO NEOs in 2023, 2022, 2021 and 2020 for the 2022, 2021, 2020 and 2019 performance years, respectively |

  200. Analysis of the Information Presented in the Pay Versus Performance Table

    Because we maintain significant levels of deferred equity-based compensation for our executives, the change in value over time of CAP for our PEO and Non-PEO NEOs in the table above is driven primarily by the change in our stock price and our performance against metrics aligned to our long-term strategy contained in our performance-based RSUs. Relationship between CAP and ROE (non-GAAP). ROE (GAAP) is a component of the HRC’s assessment of annual financial performance, and is one driver of annual pay decisions. Additionally, for awards granted in 2023 and earlier years, ROE (non-GAAP) was a core metric in our performance-based RSU program, impacting the value of this long-term equity vehicle over time. As a result, CAP for our PEO and Non-PEO NEOs is influenced by ROE (non-GAAP).

  201. Analysis of the Information Presented in the Pay Versus Performance Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 84 |

  202. Analysis of the Information Presented in the Pay Versus Performance Table

    Relationship between CAP and State Street TSR and CAP and Peer Group/KBW Bank Index TSR. TSR, for both State Street itself and relative to the KBW Bank Index, is a component of the HRC's assessment of financial performance, driving annual pay decisions. For 2023, CAP for our PEO is $10.6 million and the average CAP for our Non-PEO NEOs is $8.0 million, below the SCT compensation of $13.4 million for our PEO and the average SCT compensation of $8.8 million for our Non-PEO NEOs, respectively, despite the slight increase of TSR from 107.6 in 2022 to 111.4 in 2023. For 2022, CAP for our PEO is $10.1 million and the average CAP for our Non-PEO NEOs is $4.7 million, significantly below the SCT compensation of $18.0 million for our PEO and the average SCT compensation of $7.6 million for our Non-PEO NEOs, respectively, consistent with the decline of TSR from 124.7 in 2021 to 107.6 in 2022. For 2021, CAP for our PEO is $22.7 million and average CAP for our Non-PEO NEOs is $12.3 million, significantly higher than the SCT compensation of $14.1 million for our PEO and the average SCT compensation of $8.7 million for Non-PEO NEOs, respectively, consistent with the increase of TSR from 95.2 in 2020 to 124.7 in 2021. Additionally, because TSR is substantially driven by equity appreciation or depreciation, and because we maintain significant levels of deferred equity-based compensation for our executives, the increase or decrease in CAP versus SCT compensation is strongly aligned with State Street’s TSR performance, linking CAP to the shareholder experience (i.e., when TSR is flat, CAP and SCT compensation tend to converge, when TSR increases, CAP tends to increase relative to SCT compensation and when TSR declines, SCT compensation tends to decrease relative to CAP).

  203. Analysis of the Information Presented in the Pay Versus Performance Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 85 |

  204. Analysis of the Information Presented in the Pay Versus Performance Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 86 |

  205. Analysis of the Information Presented in the Pay Versus Performance Table

    Relationship between CAP and Net Income (GAAP). Although Net Income (GAAP) is not itself included in our Financial Scorecard, the HRC reviews its primary components, Revenue and Expenses, as well as Net Interest Income on a standalone basis, as part of its annual assessment of financial performance. Likewise, although Net Income (GAAP) is not a metric in our performance-based RSU vehicle, other performance-based RSU metrics, including Pre-Tax Margin and Fee Revenue Growth, are related to Net Income (GAAP). As a result, CAP for our PEO and Non-PEO NEOs is indirectly impacted by Net Income (GAAP).

  206. Analysis of the Information Presented in the Pay Versus Performance Table

    | State Street — 2024 Notice of Meeting and Proxy Statement | 87 |