DEF 14A of State Street Corp
Filed Apr 3, 2025 · FY20240001140361-25-012033
Director Nominees
Director Nominees We believe that members of our Board of Directors (the Board) should have complementary skills and qualifications that collectively represent 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 11 director nominees for election at the 2025 annual meeting of shareholders.
Director Nominees
| Director Nominee | Principal Occupation | Other Public Company Boards (#) | State Street Board Roles and Committee Memberships | | | Marie A. Chandoha* Director Since 2019 Age 63 | Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc. | 2 | • | Examining and Audit | | | | | • | Executive | | | | | • | Risk (Chair) | | | | | • | Technology and Operations | | DonnaLee A. DeMaio* Director Since 2022 Age 66 | Retired Global Chief Operating Officer, American International Group, Inc. (AIG) | 1 | • | Examining and Audit | | | | | • | Technology and Operations | | Amelia C. Fawcett* Director Since 2006 Age 68 | Retired Chairman, Kinnevik AB | None | • | Lead Director | | | | | • | Executive | | | | | • | Human Resources | | | | | • | Nominating and Corporate Governance | | William C. Freda* Director Since 2014 Age 72 | Retired Senior Partner and Vice Chairman, Deloitte LLP | 1 | • | Examining and Audit (Chair) | | | | | • | Executive | | | | | • | Nominating and Corporate Governance | | | | | • | Risk | | Patricia M. Halliday*^ Director Since 2024 Age 58 | Retired Chief Risk Officer, Santander UK PLC and Santander UK Group Holdings PLC | None | • | None assigned | | Sara Mathew* Director Since 2018 Age 69 | Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation | 1** | • | Lead Director (Elect)*** | | | | | • | Examining and Audit | | | | | • | Executive | | | | | • | Human Resources (Chair) | | William L. Meaney* Director Since 2018 Age 64 | 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 68 | Chairman, Chief Executive Officer and President, State Street Corporation | 1 | • | Chairman of the Board | | | | | • | Executive (Chair) | | | | | • | Risk | | Sean P. O’Sullivan* Director Since 2017 Age 69 | 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 66 | Retired President and Chief Executive Officer, Mercer Consulting Group, Inc. | None | • | Human Resources | | | | | • | Risk | | John B. Rhea* Director Since 2021 Age 59 | Partner, Centerview Partners, LLC | 1 | • | Examining & Audit | | | | | • | Technology and Operations |
Director Nominees
| State Street — 2025 Notice of Meeting and Proxy Statement | iii |
Director Nominees
| * = Independent | | ^ = First-Time Nominee |
Director Nominees
| ** Ms. Mathew is not standing for re-election to the Carnival Corporation & plc Boards of Directors and will step down with effect at the conclusion of the Carnival Corporation & plc 2025 annual meetings of shareholders scheduled to be held on April 16, 2025 | | *** As mentioned in Dame Amelia’s letter to shareholders beginning on page 1 of this proxy statement, in March 2025, the Board appointed Sara Mathew to serve as our independent Lead Director, commencing following the 2025 annual meeting of shareholders and subject to her re-election as a director at the annual meeting |
Director Nominee Qualifications and Skills
Director Nominee Qualifications and Skills We believe that our Board should have a variety of qualifications, skill sets and experiences that, when taken as a whole, best serve the Company and our shareholders. Diverse perspectives on our Board support our success, and we 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. 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 backgrounds 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. The below data presents elements of our Board composition, reflecting the 11 director nominees.
Director Nominee Qualifications and Skills
| State Street — 2025 Notice of Meeting and Proxy Statement | 8 |
Director Nominee Qualifications and Demographics
Director Nominee Qualifications and Demographics
Director Nominee Qualifications and Demographics
| State Street — 2025 Notice of Meeting and Proxy Statement | 9 |
Director Nominee Qualifications and Demographics
| State Street — 2025 Notice of Meeting and Proxy Statement | 10 |
Non-Management Director Compensation
Non-Management Director Compensation
2024 Director Compensation
2024 Director Compensation The following table shows our non-management directors’ 2024 compensation:
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Marie A. Chandoha | $160,000 | $195,011 | $38,599 | $393,610 | | DonnaLee A. DeMaio | 120,000 | 195,011 | 20,599 | $335,610 | | Patrick de Saint-Aignan | 120,000 | 195,011 | 40,894 | $355,905 | | Amelia C. Fawcett | 230,000 | 195,011 | ― | $425,011 | | William C. Freda | 160,000 | 195,011 | 40,894 | $395,905 | | Patricia M. Halliday(3) | 50,000 | 97,529 | ― | $147,529 | | Sara Mathew | 155,000 | 195,011 | ― | $350,011 | | William L. Meaney | 125,000 | 195,011 | 40,599 | $360,610 | | Sean P. O'Sullivan | 155,000 | 195,011 | ― | $350,011 | | Julio A. Portalatin | 120,000 | 195,011 | ― | $315,011 | | John B. Rhea(4) | ― | 315,089 | 40,443 | $355,532 | | Gregory L. Summe | 100,000 | 195,011 | 28,394 | $323,405 |
2024 Director Compensation
| (1) On May 15, 2024, each non-management director other than Ms. Halliday received 2,514 shares of State Street common stock valued at $195,011 based on the closing price of our common stock on the NYSE of $77.57. Stock awards to non-management directors vest immediately, and there were no unvested non-management director stock awards as of December 31, 2024. |
2024 Director Compensation
| (2) Perquisites received in 2024 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 Messrs. de Saint-Aignan, Freda and Summe; $599 for Mses. Chandoha and DeMaio and Mr. Meaney; and $443 for Mr. Rhea). 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 2024 were $38,000 for Ms. Chandoha; $40,000 for Messrs. de Saint-Aignan, Freda, Meaney and Rhea; $27,500 for Mr. Summe and $20,000 for Ms. DeMaio. The total amount of perquisites and other personal benefits for Dame Amelia, Mses. Halliday and Mathew and Messrs. O'Sullivan and Portalatin have not been reported because the total did not exceed $10,000. |
2024 Director Compensation
| (3) Ms. Halliday joined the Board in November 2024. For her service between November 2024 and the 2025 annual meeting of shareholders, Ms. Halliday received (a) a pro-rated annual retainer of $50,000 in cash, and (b) a pro-rated annual equity award of 1,029 shares of State Street common stock with a total value of $97,529 based on the closing price of our common stock on the NYSE on November 8, 2024 of $94.78. |
2024 Director Compensation
| (4) Mr. Rhea elected to receive his annual retainer in common stock in lieu of cash. As a result, he received an additional 1,548 shares of State Street common stock with a total value of $120,078 based on the closing price of our common stock on the NYSE on May 15, 2024 of $77.57. |
2024 Director Compensation
| State Street — 2025 Notice of Meeting and Proxy Statement | 18 |
Motivate and Retain
Motivate and Retain We cascade our strategy, vision and goals throughout our organization, align individual performance expectations with those goals, and encourage managers to have frequent performance discussions with their teams. We motivate and reward employees with competitive incentive compensation opportunities and employ a pay-for-performance philosophy by differentiating pay to reward our highest performers. We align employee and shareholder interests by delivering a portion of incentive compensation in deferred equity-based pay to employees with higher pay levels. We also work to retain our top talent, upskilling our workforce and continuously evolving our internal mobility approach to provide employees a wide array of opportunities to build and sustain their careers with State Street.
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 21 |
Motivate and Retain
| The Board of Directors unanimously recommends that you vote FOR each of the nominees for director (Item 1 on your proxy card) |
Motivate and Retain
Each director elected at the 2025 annual meeting of shareholders will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’s by-laws. Of the 11 director nominees, 10 are non-management directors and one serves as the CEO and President of State Street. All of the non-management director nominees are independent, as determined by the Board under the applicable definition in the NYSE listing standards and the State Street Corporate Governance Guidelines. Pursuant to State Street’s by-laws, the Board has fixed the number of directors at 11. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 11 director nominees listed below. We have no reason to believe that any nominee will be unavailable for election at the annual meeting. In the event that one or more nominees is unexpectedly unavailable to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the annual meeting. Information relating to each nominee for election as director is described below, including:
Motivate and Retain
| • | age and period of service as a director of State Street |
Motivate and Retain
| • | business experience during at least the past five years (including directorships at other public companies) |
Motivate and Retain
| • | community activities |
Motivate and Retain
| • | other experience, qualifications, key skills and attributes that led the Board to conclude the director should continue to serve as a director of State Street |
Motivate and Retain
The Board of Directors recommends that shareholders approve each director nominee for election. See “Corporate Governance at State Street—Board Composition” for a further discussion of the Board’s process and reasons for nominating these candidates.
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 22 |
Motivate and Retain
| Marie A. Chandoha Age: 63 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, Former Chair • Investment Company Institute, Former Member Board of Governors and Executive Committee | | | | | Public Company Directorships • Macy’s Inc., Director (2022-present) • Dynex Capital, Inc., Director (2024-present) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 23 |
Motivate and Retain
| DonnaLee A. DeMaio Age: 66 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) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 24 |
Motivate and Retain
| Amelia C. Fawcett Age: 68 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 • Wellcome Trust, Former Governor • Royal Botanic Garden, Chair (Kew) • International Advisory Panel on Biodiversity Credits, Co-Chair • Circular Bioeconomy Alliance, Chair • 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) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 25 |
Motivate and Retain
| William C. Freda Age: 72 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 • Nominating and Corporate Governance • 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) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 26 |
Motivate and Retain
| Patricia M. Halliday Age: 58 Director Since: 2024 Independent Director Qualifications and Attributes Significant experience assessing and establishing risk management frameworks across investment, corporate and banking organizations, offering State Street strong financial services risk oversight expertise • Global perspective and leadership experience in strategic planning, finance and governance • Extensive experience engaging with regulatory authorities for complex financial institutions | Key Skills | | | | | Financial Services | Governance & Social | | | | Legal & Regulatory | Risk Management | | | | Board Roles and Committees • None assigned | Education • University of Liverpool (B.A.) | Citizenship • United Kingdom • Ireland | | | Professional Highlights • Santander UK PLC and Santander UK Group Holdings PLC, both wholly-owned subsidiaries of Banco Santander S.A., a retail and commercial bank with a global presence based in Spain, Chief Risk Officer (2017-2020) • GE Capital International Holdings Limited, a wholly-owned subsidiary of GE Capital, Chief Risk Officer (2011-2017) • Deutsche Bank, Managing Director, Credit Risk - Global Head of Leveraged & Structured Finance (2006-2011) • Barclays Capital, a business of Barclays PLC, Director, Credit Risk (2000-2006) | | | | | Other Experience • Toronto-Dominion Bank Europe Limited, Director | | | | | Public Company Directorships • Close Brothers Group PLC, Director (2021-present) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 27 |
Motivate and Retain
| Sara Mathew Age: 69 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) • Lead Director Elect (1) | 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 • Star Mountain Capital, LLC, Senior Advisor • Federal Home Loan Mortgage Corporation, Former Non-Executive Chair | | | | | Public Company Directorships • Dropbox, Director (2021-present) • Carnival Corporation & Carnival plc, Director (2022-present(2)) • Reckitt Benckiser Group, plc, Former Director (2019-2022) • Xos, Inc., Former Director (2021-2022) • NextGen Acquisition Corporation, Former Director (2020-2021) | | |
Motivate and Retain
| 1 | As mentioned in Dame Amelia’s letter to shareholders beginning on page 1 of this proxy statement, in March 2025, the Board appointed Sara Mathew to serve as our independent Lead Director, commencing following the 2025 annual meeting of shareholders and subject to her re-election as a director at the annual meeting. |
Motivate and Retain
| 2 | Ms. Mathew is not standing for re-election to the Carnival Corporation & plc Boards of Directors and will step down with effect at the conclusion of the 2025 Carnival Corporation & plc annual meetings of shareholders scheduled to be held on April 16, 2025. |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 28 |
Motivate and Retain
| William L. Meaney Age: 64 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) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 29 |
Motivate and Retain
| Ronald P. O’Hanley Age: 68 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 Ireland Funds, Director • Beth Israel Lahey Health, Trustee • The Boston Foundation, Former Director | | | | | Public Company Directorships • Unum Group, Director (2015-present) | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 30 |
Motivate and Retain
| Sean P. O’Sullivan Age: 69 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 | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 31 |
Motivate and Retain
| Julio A. Portalatin Age: 66 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 • Truist Insurance Holdings, Director • ServPro, Director • Covenant House International, Director • Hofstra University, Director • AARP, Former Director | | | | | Public Company Directorships • None | | |
Motivate and Retain
| State Street — 2025 Notice of Meeting and Proxy Statement | 32 |
Motivate and Retain
| John B. Rhea Age: 59 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 • Red Cross Greater New York, Director • University of Detroit Jesuit School, Former Director • Wesleyan University, Former Director | | | | | Public Company Directorships • Invitation Homes, Inc., Director (2015-present) | | |
Directors Not Standing for Reelection at the 2025 Annual Meeting
Directors Not Standing for Reelection at the 2025 Annual Meeting Patrick de Saint-Aignan’s service as director will end at the 2025 annual meeting of shareholders, and the Board thanks him for his years of service. Mr. de Saint-Aignan served on the Risk Committee and the Technology and Operations Committee during 2024 and has been a member of State Street’s Board of Directors since 2009. Gregory L. Summe’s service as director will also end at the 2025 annual meeting of shareholders, and the Board thanks him for his years of service. Mr. Summe served on the Human Resources Committee and the Nominating and Corporate Governance Committee during 2024 and has been a member of State Street’s Board of Directors since 2001.
Directors Not Standing for Reelection at the 2025 Annual Meeting
| State Street — 2025 Notice of Meeting and Proxy Statement | 33 |
Compensation Philosophy
| • | Drive long-term shareholder value and align pay with performance results experienced by our shareholders |
Determining NEO Compensation
Incentive Compensation Mix. The HRC uses a total incentive compensation approach, making a single incentive compensation award decision and delivering that award in various short-term and long-term vehicles, as summarized below and described in more detail under “Compensation Vehicles.” As in past years, the HRC designed the 2024 incentive compensation mix to emphasize the link between pay and the performance experienced by our shareholders over time, as described in more detail below under “Executive Summary—Linking Pay with Performance Over Time.” The HRC strives to accomplish this goal by delivering a substantial proportion of our NEOs’ incentive compensation in the form of long-term equity-based vehicles. Each NEO’s long-term equity awards are also significantly performance-based, with more than 60% delivered through performance-based RSUs for our CEO and Other NEOs, as described in more detail below under “Compensation Vehicles—Performance-Based RSUs.” The HRC historically awarded incentive compensation to our NEOs with a significant percentage deferred in long-term vehicles, including cash-settled restricted stock units (CRSUs) and a deferred cash vehicle (Deferred Value Awards, or DVAs). Deferred compensation for our CEO since the 2020 performance year was delivered in a range of 90-100% long-term, deferred vehicles, exceeding most of our peers during that time. To better align the mix between short-term and long-term vehicles with our Compensation Peer Group, while maintaining an emphasis on deferred long-term incentive compensation, the HRC eliminated the deferred cash components of incentive compensation for the 2024 performance year. For the 2024 performance year(1),
Determining NEO Compensation
| • | 75% of incentive compensation for our CEO and 65% for Other NEOs was delivered in long-term deferred equity vehicles; and |
Determining NEO Compensation
| • | 50% of incentive compensation for our CEO and 40% for Other NEOs was tied to specific long-term performance metrics (i.e., performance-based RSUs). |
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. 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 2021 through 2023 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 a significant part of these awards.(2) 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.
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 31, 2024 of $98.15 (and assumes all shares are retained), plus the value of cash-based incentive compensation awarded. |
Linking Pay with Performance Over Time
| (2) Current estimated realizable value of performance-based RSUs reflects performance results certified by the HRC. See also footnote 1. |
Linking Pay with Performance Over Time
| (5) 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 2024. 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 2025 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. |
Shareholder Outreach and Responsiveness
Shareholder Outreach and Responsiveness In 2024, we continued an active shareholder outreach program, from which we gain additional insight into shareholder perspectives, including on our executive compensation program. We met with shareholders both before and after our 2024 “Say on Pay” vote, which received approximately 93% support at our annual meeting. During 2024, we engaged with shareholders representing approximately 57% of shares outstanding, and met with all of those who expressed an interest in providing feedback. The HRC chair, Ms. Mathew, participated in meetings with selected shareholders, which covered topics including our executive compensation program design, corporate governance practices and corporate strategy, and our investors’ perspectives on environmental and social matters. Most of the shareholders we met with expressed support for the design of our executive compensation program and appreciation for the clarity and level of transparency in our disclosures. The valuable feedback that we receive in these meetings helps inform the design of our executive compensation program and our approach to disclosure. For example, following the enhancements we made to our long-term performance-based RSU vehicle design in 2023, we solicited feedback on the design and disclosure of those enhancements in our 2024 Proxy Statement. Although shareholders were broadly supportive of these changes, which were intended to enhance focus on the key financial drivers of our long-term strategy, several shareholders requested clarity on our total incentive compensation approach and the distinction between the long- and short-term elements of our incentive compensation awards. In response to this feedback, our 2025 Proxy Statement strives to more clearly convey how we use the delivery of incentive awards to drive shareholder alignment on an annual, or short-term, basis and from a long-term perspective, as outlined in more detail above under “Executive Summary—Incentive Compensation Mix” and “Executive Summary—Linking Pay with Performance Over Time” and below under “Compensation Vehicles.” For the 2024 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. Additional detail on our shareholder outreach in 2024 can be found under “Corporate Governance at State Street—Shareholder Engagement and Communications.”
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 (RC) and Examining and Audit Committee (E&A) • 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 | | What We Do Not Do | | | • No option grants or option repricing • No tax gross-up 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 • No short selling, options trading, hedging, pledging or speculative transactions in State Street securities |
Compensation Vehicles
| | Vehicle | Vehicle Description | | Equity-Based Incentive Compensation (Long-Term Incentive) | | | | 75% of incentive compensation for the CEO 65% of incentive compensation for the Other NEOs(2) | Performance-Based Restricted Stock Units (RSUs) (67% of the long-term incentive for the CEO and 62% of the long-term incentive for the Other NEOs) | • Earned based on Pre-Tax Margin and Fee Revenue Growth over the three-year performance period (2025 - 2027) • 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 | | | Deferred Stock Awards (DSAs) | • Vests in four equal annual installments beginning in February 2026 | | Cash-Based Incentive Compensation (Short-Term Incentive) | | | | 25% of incentive compensation for the CEO 35% of incentive compensation for the Other NEOs(2) | Cash | • Immediate cash component that provides limited monetization of the executive’s incentive compensation award(2) |
Compensation Vehicles
| — | Equity-Based Incentive Compensation. All equity-based incentive compensation delivered to Mr. Ambrosius, including performance-based RSUs and DSAs, is subject to a 12-month, post-vest retention period, and DSAs are immediately-vested. |
Performance-Based RSUs
Performance-Based RSUs 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 intended to sharpen focus on two key financial drivers of our long-term strategy: fee revenue growth and pre-tax margin. The HRC maintained this design for performance-based RSUs granted in 2025 for 2024 performance, as described in more detail below:
Performance-Based RSUs
| 2025 – 2027 Performance-Based RSU Design(1),(2),(3) | | | | | 2025 - 2027 Performance- Based RSU Metrics | Process for Setting Targets and Payout Levels | Each year, the HRC assesses targets 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 and payout levels that encourage focus aligned with our strategy provides substantial motivation to achieve and exceed these targets. In doing so, the HRC remains mindful not to incentivize excessive risk-taking. 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 • Target for 100% payout set at 3.0% compound annual growth rate (CAGR) over the three-year performance period | | | | Pre-Tax Margin | • Pre-tax margin reinforces our long-term strategy by reflecting our operating efficiency • Target for 100% payout set at 27.5% average annual rate over the three-year performance period(2) | | | 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 |
Performance-Based RSUs
| Core Performance Matrix(5) | | | | | | | | Relative TSR Modifier(4),(6) | | | ROE Modifier(5),(6) | | | Total Payout Range(6) | | | | | 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% | | | | | | | | 1.0% | 3.0% | 5.0% | | >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 | 25.0% | 50% | 62.5% | 92.5% | 137.5% | | ≥75th - <90th %ile | +10% | | 7.0% | -60% | | | | | Target | 27.5% | 62.5% | 75% | 100% | 150% | | ≥90th - 100th %ile | +25% | | 6.0% | -80% | | | | | Max | 29.0% | 100% | 125% | 150% | 150% | | | | | ≤5.0% | -100% | | |
Performance-Based RSUs
| (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. |
Performance-Based RSUs
| (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 |
Performance-Based RSUs
| State Street — 2025 Notice of Meeting and Proxy Statement | 42 |
Performance-Based RSUs
calculation, such as: changes in accounting principles, tax or banking law or regulations; acquisitions, dispositions and similar transactions and related securities issuances and expenses; restructuring charges and expenses; and litigation or regulatory settlements arising from events that occurred prior to the performance period. 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.
Performance-Based RSUs
| (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. |
Performance-Based RSUs
| (4) KBW Bank Index is 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. |
Performance-Based RSUs
| (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. |
Performance-Based RSUs
| (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%. Additionally, for the performance-based RSUs granted to Mr. Ambrosius, the initial percentage earned is subject to further adjustment in accordance with the Company’s EMEA Risk Adjustment Guidelines in effect from time to time. |
Performance-Based RSUs
Prior Year Performance-Based RSU Awards.(1) The performance-based RSUs granted for 2021 performance were earned at 61.5% of target in February 2025 based on the design and 2022 – 2024 performance as follows:(2)
Performance-Based RSUs
| (1) For additional information about the terms of these awards, see the narrative discussion following the “2024 Grants of Plan-Based Awards” table, the “Outstanding Equity Awards at Fiscal Year-End, December 31, 2024” table and our prior year proxy statements. |
Performance-Based RSUs
| (2) Achievement of ROE and pre-tax margin targets for the performance-based RSUs granted for 2021 performance and completed in 2024 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. |
Performance-Based RSUs
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: changes in accounting principles, tax or banking law or regulations; acquisitions, dispositions and similar transactions and related securities issuances and expenses; restructuring charges and expenses; and litigation or regulatory settlements arising from events that occurred prior to the performance period. 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 2021 performance year performance-based RSUs, the HRC approved adjustments to the three-year average GAAP ROE of 11.5%, the three-year average GAAP pre-tax margin of 27.4% and the three-year GAAP fee revenue growth (CAGR) of 0.2% to account for: changes in tax or banking law or regulations; acquisitions, dispositions and similar transactions and related expenses; restructuring charges and expenses; and legal and regulatory matters. See Appendix B for a reconciliation of these adjustments to the GAAP-basis results.
Performance-Based RSUs
| (3) Linear interpolation is used between the points shown in this table. |
Performance-Based RSUs
| (4) The Relative TSR Modifier percentage is added to or subtracted from the payout outcome calculated based on the three weighted metrics to determine the final payout percentage, except that the final payout percentage may be no greater than 150%. Performance-based RSU awards granted for the 2021 performance year use the S&P 500 Financial Index (Capital Markets and Banks Subsets) for relative comparison. |
Performance-Based RSUs
| State Street — 2025 Notice of Meeting and Proxy Statement | 43 |
Total Compensation Approach
Total Compensation Approach The HRC determines the amount of individual compensation to be awarded to our 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 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(1), supplemented with data from multiple compensation surveys and guidance from 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. 2024 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 2024 performance year is illustrated in the framework below. The HRC evaluates overall Company performance as the primary factor and individual performance as a potential modifier. The HRC also considers market compensation levels and expected trends. Overall Company performance drives the final incentive compensation award amount unless individual performance and/or market considerations warrant an adjustment, which is limited to an addition to or subtraction from the corporate performance factor of up to thirty percent. In evaluating performance, the HRC may consider additional factors and does not assign a specific weight to any one factor. Once the final incentive compensation amount is determined, it is delivered through the mix of vehicles shown below.
Total Compensation Approach
| (1) The HRC periodically reviews peer group data as an input into its compensation oversight decisions. The Compensation Peer Group comprises 19 companies with which we compete in some aspects of our businesses and for executive talent. Additional detail is provided under the heading “Other Elements of Our Compensation-Setting Process—Peer Groups and Compensation Market Data.” |
Adjustment and Recourse Mechanisms
Adjustment and Recourse Mechanisms Incentive compensation awards to our NEOs are subject to adjustment and recourse mechanisms, including ex ante adjustment, forfeiture and clawback, which may be applied jointly, or separately, as appropriate. Ex Ante Adjustment. Before incentive compensation awards are made for a given performance year, all awards for our NEOs, including deferred incentive compensation awards and immediate cash incentive compensation, are subject to downward adjustment, in whole or in part, upon the occurrence of specified events. The HRC, in its discretion, determines whether this ex ante adjustment is appropriate. The events for which ex ante adjustment may occur include: • if the executive’s actions exposed State Street to significant inappropriate risks, or • if the executive incurred significant or repeated compliance or risk-related violations of State Street’s policies Forfeiture. Before vesting and delivery to the executive, all deferred incentive compensation awards to our NEOs 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: • if the executive’s actions exposed State Street to inappropriate risks, including in a supervisory capacity, 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, • if the executive engaged in fraud, gross negligence or any misconduct, including in a supervisory capacity, that was materially detrimental to the interests or business reputation of State Street or any of its businesses, • if the executive engaged in conduct that constituted a violation of State Street policies and procedures or our Standard of Conduct in a manner which either caused or could have caused reputational harm that is material to State Street or either placed or could have placed State Street at material legal or financial risk, or • if, as a result of a material financial restatement contained in an SEC filing, or miscalculation or inaccuracy in the determination of performance metrics, financial results or other criteria used in determining the amount of the incentive compensation award, the executive would have received a smaller or no award In addition, all outstanding deferred incentive compensation awards are forfeited if an executive’s employment is terminated by State Street for gross misconduct. Clawback. All amounts delivered to our NEOs as incentive compensation awards, including deferred incentive compensation awards and immediate cash incentive compensation, are subject to clawback mechanisms 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: • if the executive engaged in fraud or willful misconduct, including in a supervisory capacity, that resulted in financial or reputational harm that is material to State Street and resulted in termination of the executive’s employment • if, as a result of the occurrence of a material financial restatement by State Street contained in a filing with the SEC or miscalculation or inaccuracy in financial results, performance metrics, or other criteria used in determining the amount of the incentive compensation award, the executive would have received a smaller or no award, or if the executive failed to comply with the terms of any covenant not to compete entered into with State Street
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, 2024.”
Change-of-Control Agreements
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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:
Peer Groups and Compensation Market Data
| Peer Group | | Purpose | | Compensation Peer Group | • | Comprises 19 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, 2024, comprised State Street, our Direct Peers and 21 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 “2024 Compensation—Corporate Performance—Financial Performance” | | | • | Performance-based RSUs granted for the 2024 performance year are subject to modification based on three-year relative TSR as described under “Compensation Vehicles— Performance-Based RSU Design” |
Peer Groups and Compensation Market Data
The Compensation Peer Group provides a reference for setting top executive target pay levels, making actual pay decisions, reviewing compensation design and comparing State Street’s relative pay and performance to market. The HRC uses benchmarking derived from publicly-sourced compensation data for this group, supplemented with data from multiple compensation surveys, and guidance from the HRC’s independent compensation consultant to understand market compensation levels for executives in comparable roles and executive pay practices, including program design and pay mix. 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 (The Bank of New York Mellon Corporation and Northern Trust Corporation) and other companies with which we compete in some aspects of our businesses and for executive talent. The companies vary in size, business lines, the nature of executive roles and 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. Therefore, the HRC did not treat Compensation Peer Group data as definitive when determining executive compensation for 2024. Rather, it referenced this data, but formed its own perspective on compensation for our NEOs based on its subjective evaluation of many factors, including those described under the heading “Performance and Compensation Decisions—Total Compensation Approach.” In addition to the survey data, the HRC received regular updates during 2024 and the first quarter of 2025 regarding market trends and compensation actions at major financial services institutions.
Peer Groups and Compensation Market Data
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Peer Groups and Compensation Market Data
Compensation Peer Group Changes for 2024. The HRC’s 2024 Compensation Peer Group review included an evaluation of relevant industry sectors; peer size, including revenue, assets and market capitalization; business model; and regulatory oversight. In reviewing the peer group for 2024, the HRC focused on the following:
Peer Groups and Compensation Market Data
| • | State Street’s current business model and strategic direction; |
Peer Groups and Compensation Market Data
| • | Maintaining a balance of size relative to State Street, which can be expressed by assets, market capitalization and revenues; and |
Peer Groups and Compensation Market Data
| • | Continuing to include companies with which State Street competes for executive talent and that must comply with similar regulatory requirements |
Peer Groups and Compensation Market Data
Accordingly, the HRC approved the removal of Broadridge Financial Solutions, Inc. from our Compensation Peer Group. As a result, the Compensation Peer Group approved by the HRC for the 2024 performance year consisted of the following firms: *Indicates firms in our Compensation Peer Group which are designated as global systemically important financial institutions for 2024
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 2024.
Role of the Compensation Consultant
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Role of the Compensation Consultant
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 2024, 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.
HRC Process Concerning Risk Alignment
HRC Process Concerning Risk Alignment The HRC is focused on aligning incentive compensation with risk management principles. We provide incentives that are designed not to encourage unnecessary or excessive risk-taking, and we maintain related process controls and oversight. These features include: • HRC Interaction and Overlap with the Risk Committee (RC) and Examining and Audit Committee (E&A). Members of the HRC regularly communicate with the RC and the E&A to integrate input from these other committees into compensation decisions. The HRC Chair also serves on the E&A and another member of the HRC serves on the RC. In addition, our Lead Director, who serves as a member of the HRC, participates in meetings of the RC and the E&A as part of her leadership role on the Board. • Corporate Risk Summary Review. The HRC periodically reviews an assessment of firm-wide risk, prepared by the CRO and confirmed by the RC. • Annual Compensation Risk Review. The HRC annually meets with our Chief Human Resources Officer, CRO and Chief Compliance Officer to evaluate our compensation programs and review an assessment of the design and operation of State Street’s incentive compensation system in providing risk-taking incentives that are consistent with the organization’s safety and soundness, as described in more detail under the heading “Alignment of Incentive Compensation and Risk.” • Risk-Based Adjustments to Incentive Compensation Awards. We use a two-pronged process for risk-based adjustments to incentive compensation awards for our NEOs. 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.” • Emphasis on Deferral and Equity-Based Compensation. We maintain significant levels of deferred and equity-based compensation for our executives to align each executive’s compensation with the risks and performance results experienced by our shareholders, and the proportion of our NEOs’ incentive compensation delivered in the form of deferred compensation continues to place a significant amount of compensation at risk for ex post adjustments in specified circumstances. • Metrics and Targets and Payout Levels 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 them at levels that the HRC believes are appropriate to incentivize our executives to achieve our strategic goals and enhance long-term shareholder value, while not creating incentives for excessive risk-taking. In setting targets and payout ranges, the HRC considers publicly-stated guidance and projections and current-year results, among other factors. For more detail, see the discussion under “Alignment of Incentive Compensation and Risk.”
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 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(1)(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(1)(5) ($) | All Other Compensation(1)(6) ($) | Total ($) | | Ronald P. O’Hanley Chairman, Chief Executive Officer and President | 2024 | $1,200,000 | $— | $11,099,930 | $4,255,984 | | $160,053 | $16,715,967 | | | 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 | | Eric W. Aboaf * Former Vice Chairman and Chief Financial Officer | 2024 | 700,000 | — | 4,033,195 | 140,923 | | 94,016 | 4,968,134 | | | 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 | | Joerg Ambrosius Executive Vice President and President of Investment Services | 2024 | 2,578,767 | — | 1,126,081 | 1,605,621 | 122,088 | 83,018 | 5,515,575 | | Bradford Hu Executive Vice President and Chief Risk Officer | 2024 | 700,000 | — | 2,651,957 | 2,072,660 | | 134,924 | 5,559,541 | | | 2023 | 700,000 | — | 3,119,991 | 1,468,599 | | 116,542 | 5,405,132 | | Yie-Hsin Hung President and Chief Executive Officer, State Street Global Advisors | 2024 | 700,000 | — | 5,069,971 | 3,579,147 | | 97,606 | 9,446,724 | | | 2023 | 700,000 | 4,500,000 | 4,999,960 | 2,937,128 | | 57,341 | 13,194,429 |
Summary Compensation Table
| * Mr. Aboaf ceased serving in these roles and departed State Street on February 13, 2025. |
Summary Compensation Table
| (1) For Mr. Ambrosius, includes his salary ($631,167) and a fixed allowance paid in cash ($1,947,600). Salary, fixed allowance and compensation included in the “All Other Compensation” column for Mr. Ambrosius were converted from EUR to USD using a monthly-average exchange rate of 1.082; non-equity incentive plan compensation and change in pension value were converted from EUR to USD using a December 1, 2024 exchange rate of 1.058. |
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 on December 5, 2022. |
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, 2024. The amounts included for the 2024 performance-based RSUs reflect target level performance, as reflected in the “2024 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 2024 performance-based RSUs would have a maximum payout as follows: Mr. O’Hanley – 128,870 shares and value of $8,325,002; Mr. Aboaf – 57,632 shares and value of $3,723,027; Mr. Ambrosius – 11,918 shares and value of $703,895; Mr. Hu – 37,895 shares and value of $2,448,017; and Ms. Hung – 72,446 shares and value of $4,680,012. Based on the grant date fair value and assuming that performance results in the maximum number of shares vesting, each previously disclosed 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; and Mr. Hu – 36,576 shares and value of $2,879,994. 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 Mr. Aboaf – 51,213 shares and value of $4,157,983. |
Summary Compensation Table
| (4) Represents the immediate and deferred cash (granted in DVAs) portions of incentive compensation, as well as any dividends credited on DVAs outstanding during 2024, 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. |
Summary Compensation Table
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Summary Compensation Table
| | 2024 Non-Equity Incentive Plan Compensation | | | | | Name | Immediate Cash | DVAs | Dividends Credited on Outstanding DVAs | Total | | Ronald P. O’Hanley | $4,255,000 | $— | $984 | $4,255,984 | | Eric W. Aboaf | — | — | 140,923 | 140,923 | | Joerg Ambrosius | 651,052 | 868,070 | 86,499 | 1,605,621 | | Bradford Hu | 2,016,000 | — | 56,660 | 2,072,660 | | Yie-Hsin Hung | 3,412,500 | — | 166,647 | 3,579,147 |
Summary Compensation Table
| (5) Because our deferred compensation plans do not provide above-market earnings, no earnings are included in this column. The amounts in this column represent the change in the actuarial present value of the accumulated benefits under the Versorgungsplan für die Mitarbeiter der State Street GmbH Munich (“State Street GmbH Munich Retirement Plan”). The State Street GmbH Munich Retirement Plan is a defined benefit pension plan with on-going benefit accruals; it is frozen to new participants. For 2024, the change in value presented in the Summary Compensation Table above reflects a year-over-year update to applicable actuarial calculation assumptions from December 31, 2023 to December 31, 2024, including an increase in the discount rate assumption as well as formula-driven changes due to an additional year of age and service. These updates resulted in an increase in the actuarial present value of Mr. Ambrosius’s benefits totaling $122,088, of which a $280,253 increase is attributable to additional age and service, offset by a $158,165 decrease attributable to changes in assumptions. The change in pension value presented in the Summary Compensation Table above represents actuarial calculations based upon assumptions on the relevant dates to the extent relevant factors are unknown. The actuarial present value of the accumulated pension benefits calculated on future dates may increase or decrease, based on assumptions applicable on those future dates and on formula-driven changes due to Mr. Ambrosius’s age and service at that time. |
Summary Compensation Table
| (6) The following table describes the amounts set forth for 2024 in the “All Other Compensation” column: |
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 | $58,587 | $20,700 | $65,000 | $15,766 | $160,053 | | Eric W. Aboaf | ― | 28,450 | 60,000 | 5,566 | 94,016 | | Joerg Ambrosius | ― | ― | ― | 83,018 | 83,018 | | Bradford Hu | ― | 28,450 | 55,000 | 51,474 | 134,924 | | Yie-Hsin Hung | ― | 20,700 | 47,250 | 29,656 | 97,606 |
Summary Compensation Table
| (A) The Board approved an executive security package for Mr. O’Hanley that includes a car and driver and residential security. The aggregate incremental cost of the car and driver for 2024 was $42,674, calculated by allocating the total cost of the car and driver between non-business and business use by mileage traveled. The aggregate incremental cost of residential security was $1,413, reflecting amounts invoiced for alarm monitoring and maintenance. In addition, the Company conducted an independent security study for Mr. O’Hanley at a cost of $14,500. |
Summary Compensation Table
| (B) Company contributions to savings plans: (1) $20,700 to the Salary Savings Program (SSP) for Messrs. O’Hanley, Aboaf and Hu and Ms. Hung; and (2) $7,750 to the Management Supplemental Savings Plan (MSSP) for Messrs. Aboaf and Hu. |
Summary Compensation Table
| (C) Messrs. O’Hanley, Aboaf and Hu 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 ($35,000), Mr. Hu ($30,000) and Ms. Hung ($22,250) under our matching gift program, which will match contributions made by employees to eligible charitable and educational organizations in accordance with specified annual limits. |
Summary Compensation Table
| (D) Includes $10,200 for parking benefits for Messrs. O’Hanley and Hu; and $2,405 for personal liability coverage and $3,161 for an executive health screening available to each NEO. Mr. Ambrosius receives access to office parking at no aggregate incremental cost to the Company. For Mr. Hu, includes $35,708 for relocation benefits (including $21,210 for family expenses, and a tax gross-up of $14,498). For Ms. Hung, includes $24,090 for relocation benefits (including $13,939 for family expenses, and a tax gross-up of $10,151). For Mr. Ambrosius, includes $12,148 for life and accident insurance, capital-forming benefits and meal allowance. The Company provides its German executives with use of a company car. For Mr. Ambrosius, the cost of that car was $65,304 during 2024. |
Summary Compensation Table
The table above otherwise does not include any amounts for personal travel in connection with business travel by our NEOs because such travel had no aggregate incremental cost to the Company.
Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Award | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Ronald P. O’Hanley | 2024 Cash-Based Incentive | | $3,700,000 | $7,400,000 | ― | ― | ― | $― | | | CRSU(4) | 2/23/2024 | ― | ― | ― | ― | 39,665 | 2,774,963 | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 85,913 | 128,870 | ― | 5,549,980 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 41,988 | 2,774,987 | | Eric W. Aboaf | 2024 Cash-Based Incentive | | 2,905,000 | 5,810,000 | ― | ― | ― | ― | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 38,421 | 57,632 | ― | 2,481,997 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 23,471 | 1,551,198 | | Joerg Ambrosius | 2024 Cash-Based Incentive | | 1,215,298 | 2,430,596 | ― | ― | ― | ― | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 2,554 | 3,831 | ― | 156,458 | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 5,391 | 8,087 | ― | 312,786 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 6,377 | 469,220 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 970 | 62,526 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 2,156 | 125,091 | | Bradford Hu | 2024 Cash-Based Incentive | | 1,680,000 | 3,360,000 | ― | ― | ― | ― | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 25,263 | 37,895 | ― | 1,631,990 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 15,433 | 1,019,967 | | Yie-Hsin Hung | 2024 Cash-Based Incentive | | 2,730,000 | 5,460,000 | ― | ― | ― | ― | | | Performance-Based RSU(4) | 2/23/2024 | ― | ― | 48,297 | 72,446 | ― | 3,119,986 | | | DSA(4) | 2/23/2024 | ― | ― | ― | ― | 29,505 | 1,949,985 |
2024 Grants of Plan-Based Awards
| (1) The 2024 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 2024. The cash-based incentive amounts earned for 2024 were made in the form of immediate cash and, for Mr. Ambrosius, in immediate cash and DVAs, and are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Mr. Aboaf did not receive an incentive award for the 2024 performance year. |
2024 Grants of Plan-Based Awards
| (2) Performance-based RSUs granted in 2024 do not have a threshold payout. |
2024 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, 2024. |
2024 Grants of Plan-Based Awards
| (4) CRSUs, performance-based RSUs and DSAs were granted in 2024 as a part of 2023 compensation. |
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 2024 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 2024 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 2025 under the State Street Corporation Supplemental Cash Incentive Plan for 2024 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 2024 Grants of Plan-Based Awards table were awarded to Mr. O’Hanley as a component of his 2023 performance year incentive compensation. These awards vest in 12 quarterly installments (50% in three equal installments beginning in May 2024 and the balance in nine equal installments from February 2025 to February 2027). 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.
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
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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 2024 Grants of Plan-Based Awards table are performance-based RSUs. These awards were granted in 2024 as a component of each NEO’s 2023 performance year incentive compensation. The percent at which these awards are earned will be determined based on the core performance matrix over a three-year performance period (January 1, 2024 to December 31, 2026): (a) the simple average of each calendar year’s pre-tax margin; and (b) the compound annual growth rate for fee revenue, with each subject to adjustment by the Human Resources Committee for pre-established factors, then as modified by two performance metrics: (x) State Street’s relative total shareholder return (TSR) versus the KBW Bank Index over the performance period and (y) return on equity (ROE) over the performance period, as adjusted by the Human Resources Committee for pre-established factors. For pre-tax margin and fee revenue growth, the earned percentage will be determined using bilinear interpolation to adjust between the points shown in the Core Performance Matrix table below. For ROE, linear interpolation will be used between the points shown in the ROE Modifier table below. The relative TSR modifier and ROE modifier shown below are added to the earned percentage outcome calculated based on the core performance matrix to determine the percentage earned. Additionally, for the performance-based RSUs granted to Mr. Ambrosius, the initial percentage earned is subject to further adjustment in accordance with the Company’s EMEA Risk Adjustment Guidelines in effect from time to time. In all cases, the final percentage earned shall range from 0% to 150%.
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
| Core Performance Matrix | | | | | | | | Relative TSR Modifier | | | ROE Modifier | | | Total Payout Range | | | | | 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% | | |
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
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 2024 Grants of Plan-Based Awards table for NEOs were awarded in 2024 as a component of each NEO’s 2023 performance year incentive compensation. These awards, other than the DSAs granted to Mr. Ambrosius, vest ratably in annual installments over four years from the date of grant. The DSAs granted to Mr. Ambrosius have three separate vesting schedules: ratably in annual installments over five years from the date of grant; over seven years with 20% per year vesting starting from the third anniversary of the date of grant; or immediately on the date of grant. All CRSUs, performance-based RSUs, and DSAs were granted under the Amended and Restated 2017 Stock Incentive Plan. These awards are subject to “double-trigger” change-of-control vesting, such that service-based restrictions lapse and, for the U.S. NEOs, 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, 2024” 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, for the U.S. NEOs, 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.
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
| State Street — 2025 Notice of Meeting and Proxy Statement | 67 |
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
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.”
Narrative Disclosure Accompanying Grants of Plan-Based Awards Table
| State Street — 2025 Notice of Meeting and Proxy Statement | 68 |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(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 | 02/26/21(3) | 12,154 | $1,192,915 | | | | | 02/25/22(4) | 2,516 | 246,945 | | | | | 02/25/22(5) | 23,537 | 2,310,157 | | | | | 02/25/22(6) | 58,800 | 5,771,220 | | | | | 02/24/23(7) | 6,714 | 658,979 | | | | | 02/24/23(8) | 31,578 | 3,099,381 | | | | | 02/24/23(9) | | | 85,725 | 8,413,909 | | | 02/23/24(10) | 19,833 | 1,946,609 | | | | | 02/23/24(11) | 41,988 | 4,121,122 | | | | | 02/23/24(12) | | | 128,870 | 12,648,591 | | Eric W. Aboaf | 02/26/21(3) | 5,891 | 578,202 | | | | | 02/25/22(5) | 10,506 | 1,031,164 | | | | | 02/25/22(6) | 20,997 | 2,060,856 | | | | | 02/24/23(8) | 17,076 | 1,676,009 | | | | | 02/24/23(9) | | | 37,084 | 3,639,795 | | | 02/23/24(11) | 23,471 | 2,303,679 | | | | | 02/23/24(12) | | | 57,632 | 5,656,581 | | Joerg Ambrosius | 2/26/2018(13) | 809 | 79,403 | | | | | 2/26/2018(14) | 136 | 13,348 | | | | | 3/1/2019(15) | 1,654 | 162,340 | | | | | 2/27/2020(16) | 282 | 27,678 | | | | | 2/27/2020(17) | 1,806 | 177,259 | | | | | 2/26/2021(18) | 354 | 34,745 | | | | | 2/26/2021(19) | 1,082 | 106,198 | | | | | 2/26/2021(20) | 2,784 | 273,250 | | | | | 2/26/2021(21) | 1,581 | 155,175 | | | | | 2/25/2022(22) | 2,501 | 245,473 | | | | | 2/25/2022(23) | 6,151 | 603,721 | | | | | 2/24/2023(24) | | | 11,290 | 1,108,114 | | | 11/30/2023(25) | 24,684 | 2,422,735 | | | | | 2/23/2024(26) | 970 | 95,206 | | | | | 2/23/2024(27) | 2,156 | 211,611 | | | | | 2/23/2024(28) | | | 3,831 | 376,013 | | | 2/23/2024(29) | | | 8,087 | 793,739 | | Bradford Hu | 12/17/21(30) | 2,945 | 289,052 | | | | | 02/25/22(5) | 1,183 | 116,111 | | | | | 02/25/22(6) | 2,363 | 231,928 | | | | | 02/24/23(8) | 11,228 | 1,102,028 | | | | | 02/24/23(9) | | | 24,384 | 2,393,290 | | | 02/23/24(11) | 15,433 | 1,514,749 | | | | | 02/23/24(12) | | | 37,895 | 3,719,394 |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| State Street — 2025 Notice of Meeting and Proxy Statement | 69 |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(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 ($) | | Yie-Hsin Hung | 02/24/23(31) | 40,820 | 4,006,483 | | | | | 02/23/24(11) | 29,505 | 2,895,916 | | | | | 02/23/24(12) | | | 72,446 | 7,110,575 |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(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”. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(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 31, 2024 ($98.15). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (3) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2022. The last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (4) 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 last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (5) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2023. The balance of the award will vest in two equal installments, one of which vested on February 15, 2025; the remaining installment will vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (6) Performance-based RSUs with a three-year performance measurement period (January 1, 2022-December 31, 2024). The awards were earned at 61.5% of target and vested in one installment on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (7) 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 five equal installments, one of which vested on February 15, 2025; the remaining four installments will vest quarterly from May 15, 2025 to February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (8) DSAs vest in four equal annual installments (25% per year) starting on February 15, 2024. The balance of the award will vest in three equal installments, one of which vested on February 15, 2025; the remaining two installments will vest on February 15, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (9) 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%). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (10) CRSUs vest in 12 quarterly installments; 50% in three equal installments beginning in May 2024 and 50% in nine equal installments from February 2025 to February 2027. The balance of the award will vest in nine equal installments, one of which vested on February 15, 2025; the remaining eight installments will vest quarterly from May 15, 2025 to February 15, 2027. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (11) DSAs vest in four equal annual installments (25% per year). The first installment vested on February 15, 2025; the remaining three installments will vest on February 15, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (12) Performance-based RSUs with a three-year performance measurement period (January 1, 2024-December 31, 2026) 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 150% of target (i.e., maximum). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (13) DSAs vest in five equal annual installments (20% per year) starting on February 15, 2021. The last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (14) Performance-based RSUs with a three-year performance measurement period (January 1, 2018-December 31, 2020). The awards were earned at 83.0% of target and vested in five equal annual installments (20% per year) starting on February 15, 2021. The last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (15) DSAs vest in five equal annual installments (20% 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, 2025; the remaining installment will vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (16) DSAs vest in five equal annual installments (20% per year) starting on February 15, 2021. The last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (17) Performance-based RSUs with a three-year performance measurement period (January 1, 2020-December 31, 2022). The awards were earned at 92.3% of target and vested in three equal annual installments (33.33% per year) starting on February 15, 2023. The last installment vested on February 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (18) DSAs vest in five equal annual installments (20% 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, 2025; the remaining installment will vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (19) DSAs vest in five equal annual installments (20% per year) starting on February 15, 2024. The balance of the award will vest in four equal installments, one of which vested on February 15, 2025; the remaining three installments will vest on February 15, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| State Street — 2025 Notice of Meeting and Proxy Statement | 70 |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (20) 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 will vest in five equal annual installments (20% per year) starting on February 15, 2024. One installment vested on February 15, 2025, the remaining installments will vest on February 15, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (21) 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 will vest in three equal annual installments (33% per year) starting on February 15, 2024. One installment vested on February 15, 2025, the remaining installment will vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (22) DSAs vest in five equal annual installments (20% per year). The first installment vested on February 15, 2025; the remaining four installments will vest on February 15, 2026, 2027, 2028 and 2029. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (23) Performance-based RSUs with a three-year performance measurement period (January 1, 2022-December 31, 2024). The awards were earned at 61.5% of target and will vest in five equal annual installments (20% per year). One installment vested on February 15, 2025 and the remaining installments will vest on February 15, 2026, 2027, 2028 and 2029. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (24) Performance-based RSUs with a three-year performance measurement period (January 1, 2023-December 31, 2025) that will vest in five equal annual installments 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%). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (25) DSAs vest in three equal annual installments (33.33% per year) on November 15, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (26) DSAs vest in five equal annual installments (20% per year). The first installment vested on February 15, 2025; the remaining four installments will vest on February 15, 2026, 2027, 2028 and 2029. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (27) DSAs vest in five equal annual installments (20% per year) on February 15, 2027, 2028, 2029, 2030 and 2031. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (28) Performance-based RSUs with a three-year performance measurement period (January 1, 2024-December 31, 2026) that will vest in three equal annual installments (33.33% per year) 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 150% of target (i.e., maximum). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (29) Performance-based RSUs with a three-year performance measurement period (January 1, 2024-December 31, 2026) that will vest in five equal annual installments (20% per year) 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 150% of target (i.e., maximum). |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (30) 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 two equal installments, one of which vested on February 15, 2025; the remaining installment will vest on February 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End, December 31, 2024(1)
| (31) 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) starting on February 15, 2024. The balance of the award will vest in two equal installments, one of which vested on February 15, 2025; the remaining installment will vest on February 15, 2026. |
2024 Stock Vested
2024 Stock Vested
2024 Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Ronald P. O’Hanley | 146,878 | $11,041,456 | | Eric W. Aboaf | 47,089 | 3,438,910 | | Joerg Ambrosius | 12,170 | 892,282 | | Bradford Hu | 5,805 | 423,939 | | Yie-Hsin Hung | 20,409 | 1,490,469 |
2024 Stock Vested
| (1) Includes DSAs, performance-based RSUs and CRSUs as follows: |
2024 Stock Vested
| — | The number of shares underlying DSAs that vested in 2024: Mr. O’Hanley: 45,270; Mr. Aboaf: 22,368; Mr. Ambrosius: 8,740; Mr. Hu: 5,805; and Ms. Hung: 20,409. |
2024 Stock Vested
| — | The number of performance-based RSUs earned for the performance period that vested and settled in shares in 2024: Mr. O’Hanley: 63,762; Mr. Aboaf: 24,721; and Mr. Ambrosius: 3,430. |
2024 Stock Vested
| — | The number of CRSUs that vested and were paid in cash in 2024: Mr. O’Hanley: 37,846. |
2024 Stock Vested
| State Street — 2025 Notice of Meeting and Proxy Statement | 71 |
2024 Stock Vested
| (2) For CRSUs granted in 2021 and 2022, DSAs and performance-based RSUs, the value realized on vesting is based on the closing price of our common stock on the NYSE on the relevant vesting date. For CRSUs granted in 2023 and 2024, the value realized on vesting is based on the average closing price of our common stock during the 30 trading days occurring on or immediately prior to the applicable vesting date. |
2024 Pension Benefits(1)
2024 Pension Benefits(1)
2024 Pension Benefits(1)
| Name | Plan Name | Number of Years Credited Service(2) (#) | Present Value of Accumulated Benefits(3) ($) | | Joerg Ambrosius | State Street GmbH Munich Retirement Plan | 22 | $2,524,652 |
2024 Pension Benefits(1)
| (1) Mr. Ambrosius is the only NEO currently eligible to participate in a defined benefit pension plan. |
2024 Pension Benefits(1)
| (2) State Street GmbH Munich Retirement Plan service is credited from pensionable service date. |
2024 Pension Benefits(1)
| (3) Actuarial assumptions for the year ended December 31, 2024, include the following: |
2024 Pension Benefits(1)
| — | Benefit obligations are determined using a discount rate of 3.75%. |
2024 Pension Benefits(1)
| — | Retirement age is assumed to be normal retirement age (65) as defined by State Street GmbH Munich Retirement Plan. |
2024 Pension Benefits(1)
| — | No pre-retirement mortality, disability or termination were assumed. |
2024 Pension Benefits(1)
Consistent with valuation assumptions, the form of payment reflected in this December 31, 2024 disclosure is a life annuity with 80% survivor benefits. Mr. Ambrosius participates in the State Street GmbH Munich Retirement Plan, a defined benefit pension plan for employees in Germany that was established in 1993, but is frozen to new participants. For participants, the pension benefit is calculated based on the average eligible earnings of the last five years of base salary, the Social Security contribution ceiling of the German state pension system (split benefit formula), and service duration, capped at a maximum of 30 years. The normal retirement age under the State Street GmbH Munich Retirement Plan is age 65, although earlier retirement options are available. Participants in the State Street GmbH Munich Retirement Plan are eligible to receive early retirement benefits at age 63 and onwards, with reductions of 0.5% for each month that the early retirement date precedes age 65. Mr. Ambrosius was not eligible for early retirement as of December 31, 2024. For the State Street GmbH Munich Retirement Plan, the statutory vesting provisions are binding, depending on hire date and pension promise date. After a minimum period (which Mr. Ambrosius has completed), partial vesting of benefits applies in case of termination, prorated by accrued service versus possible service at normal retirement age.
2024 Nonqualified Deferred Compensation(1)
2024 Nonqualified Deferred Compensation(1)
2024 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 | $— | $— | $24,008 | $530,974 | | Eric W. Aboaf | 14,000 | 7,750 | 32,862 | 258,989 | | Joerg Ambrosius | ― | ― | ― | ― | | Bradford Hu | 14,000 | 7,750 | 4,208 | 49,957 | | Yie-Hsin Hung | ― | ― | ― | ― |
2024 Nonqualified Deferred Compensation(1)
| (1) Messrs. O’Hanley, Aboaf and Hu held balances in the Management Supplemental Savings Plan (MSSP) during 2024. |
2024 Nonqualified Deferred Compensation(1)
| (2) Employee deferrals under the MSSP. |
2024 Nonqualified Deferred Compensation(1)
| (3) Company contributions made under the MSSP for the 2024 plan year. These amounts are included in the Summary Compensation Table. |
2024 Nonqualified Deferred Compensation(1)
| (4) Of the total amounts shown in this column, MSSP Company contributions of $40,250 for Mr. O’Hanley, $69,500 for Mr. Aboaf and $16,250 for Mr. Hu have been reported in the Summary Compensation Table in this proxy statement and prior years’ proxy statements. |
2024 Nonqualified Deferred Compensation(1)
| State Street — 2025 Notice of Meeting and Proxy Statement | 72 |
2024 Nonqualified Deferred Compensation(1)
State Street maintains the MSSP for a select group of highly compensated U.S. employees. All NEOs other than Mr. Ambrosius were eligible to participate in 2024. 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 whole percentage (a) from 1% to 50% of base salary for the year, and/or (b) 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 2024 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 ($345,000 in 2024). MSSP participants have certain 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 the conditions and 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. A bookkeeping account is maintained for each participant in the MSSP. MSSP holdings reflect increases or decreases based on the performance of notional investments selected by the participant. The notional investments selected by NEO participants for 2024 and the rate of return for the year were as set forth below. The notional investments selected by our NEO participants are also investment options offered under the SSP.
2024 Nonqualified Deferred Compensation(1)
| Notional Investment | 2024 Rate of Return | | MSSP Investments | | | SSGA U.S. Bond Index Fund | 1.4% | | Vanguard CR Federal Money Market Admin Fund | 5.2% | | State Street World Developed ex U.S. Index Securities Lending Series Fund | 4.8% | | SSGA S&P 500 Index Fund | 25.0% |
Potential Payments upon Termination or Change of Control as of December 31, 2024
Potential Payments upon Termination or Change of Control as of December 31, 2024 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, 2024 under various scenarios. In all cases, the summaries below exclude pension benefits or nonqualified deferred compensation that may be paid to an NEO upon termination as described in the “2024 Pension Benefits” and “2024 Nonqualified Deferred Compensation” sections. All U.S. 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 and Aboaf had satisfied this retirement provision as of December 31, 2024. 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.
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 73 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| 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 | $— | $— | $— | $623,077 | $2,400,000 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | — | 10,723,575 | 10,723,575 | ― | 10,723,575 | | Accelerated Vesting and Payment of Cash-Settled RSUs (CRSUs) | — | 2,852,799 | 2,852,799 | ― | 2,852,799 | | Accelerated Vesting and Payment of Performance-Based RSUs (RSUs) | — | ― | ― | ― | 21,996,821 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | 10,723,575 | ― | ― | 10,723,575 | ― | | Continued Vesting and Payment of Cash-Settled RSUs (CRSUs) | 2,852,533 | ― | ― | 2,852,533 | ― | | Continued Vesting and Payment of Performance-Based RSUs (RSUs) | 24,524,741 | 24,524,741 | 24,524,741 | 24,524,741 | ― | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | — | ― | ― | ― | ― | | Additional Benefits | | | | | | | Current Year Incentive Compensation | ― | ― | ― | 2,775,000 | ― | | Defined Contribution Retirement Cash Equivalent | ― | ― | ― | ― | 41,400 | | Health & Welfare Benefits | ― | 18,237 | ― | 11,848 | 45,638 | | Outplacement Services | ― | ― | ― | 40,000 | 40,000 | | Total Value | 38,100,849 | 38,119,352 | 38,101,115 | 41,550,774 | 38,100,233 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 74 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| Eric W. Aboaf | Retirement(1)(2) ($) | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $— | $323,077 | $4,575,400 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | — | 5,589,054 | 5,589,054 | ― | 5,589,054 | | Accelerated Vesting and Payment of Performance-Based RSUs (RSUs) | — | ― | ― | ― | 9,184,036 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | — | 2,136,914 | 2,136,914 | ― | 2,136,914 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | 5,589,054 | ― | ― | 5,589,054 | ― | | Continued Vesting and Payment of Performance-Based RSUs (RSUs) | 10,334,999 | 10,334,999 | 10,334,999 | 10,334,999 | ― | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | 2,136,914 | ― | ― | 2,136,914 | ― | | Additional Benefits | | | | | | | Current Year Incentive Compensation | ― | ― | ― | 1,551,250 | 2,171,750 | | Defined Contribution Retirement Cash Equivalent | ― | ― | ― | ― | 56,900 | | Health & Welfare Benefits | ― | 26,791 | ― | 9,856 | 42,711 | | Outplacement Services | ― | ― | ― | 40,000 | 40,000 | | Total Value | 18,060,967 | 18,087,758 | 18,060,967 | 19,985,150 | 23,796,765 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 75 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| Joerg Ambrosius | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $— | $8,121,961 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | 3,385,390 | 3,385,390 | 3,385,390 | 3,385,390 | | Continued Vesting and Payment of Performance-Based RSUs (RSUs) | 3,259,365 | 3,259,365 | 3,259,365 | 3,012,826 | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | 1,809,546 | 1,809,546 | 1,809,546 | 1,809,546 | | Additional Benefits | | | | | | Current Year Incentive Compensation | ― | ― | ― | 729,707 | | Pension Benefit | ― | ― | ― | 244,176 | | Health & Welfare Benefits | ― | ― | ― | 21,551 | | Outplacement Services | ― | ― | 21,000 | 21,000 | | Total Value | 8,454,301 | 8,454,301 | 8,475,301 | 17,346,157 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 76 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| Bradford Hu | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $161,538 | $4,256,000 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | 3,021,940 | 3,021,940 | ― | 3,021,940 | | Accelerated Vesting and Payment of Performance-Based RSUs (RSUs) | ― | ― | ― | 4,858,274 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | 1,003,265 | 1,003,265 | ― | 1,003,265 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | ― | ― | 3,021,940 | ― | | Continued Vesting and Payment of Performance-Based RSUs (RSUs) | 5,672,481 | 5,672,481 | 5,672,481 | ― | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | ― | ― | 1,003,265 | ― | | Additional Benefits | | | | | | Current Year Incentive Compensation | ― | ― | 1,020,000 | 1,428,000 | | Defined Contribution Retirement Cash Equivalent | ― | ― | ― | 56,900 | | Health & Welfare Benefits | 2,267 | ― | 1,099 | 9,527 | | Outplacement Services | ― | ― | 40,000 | 40,000 | | Total Value | 9,699,953 | 9,697,686 | 10,920,323 | 14,673,906 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 77 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| Yie-Hsin Hung | Death(1)(3) ($) | Disability(1)(4) ($) | Involuntary Termination without Cause(1)(5) ($) | Termination in Connection with Change of Control(6) ($) | | Cash Severance | $— | $— | $161,538 | $6,860,000 | | Accelerated Vesting of Deferred Incentive Compensation Awards | | | | | | Accelerated Vesting and Payment of Deferred Stock Awards (DSAs) | 6,902,399 | 6,902,399 | ― | 6,902,399 | | Accelerated Vesting and Payment of Performance-Based RSUs (RSUs) | ― | ― | ― | 4,856,263 | | Accelerated Vesting and Payment of Deferred Value Awards (DVAs) | 2,846,317 | 2,846,317 | ― | 2,846,317 | | Continued Vesting of Deferred Incentive Compensation Awards | | | | | | Continued Vesting and Payment of Deferred Stock Awards (DSAs) | ― | ― | 6,902,399 | ― | | Continued Vesting and Payment of Performance-Based RSUs (RSUs) | 6,209,852 | 6,209,852 | 6,209,852 | ― | | Continued Vesting and Payment of Deferred Value Awards (DVAs) | ― | ― | 2,846,317 | ― | | Additional Benefits | | | | | | Current Year Incentive Compensation | ― | ― | 1,950,000 | 2,730,000 | | Defined Contribution Retirement Cash Equivalent | ― | ― | ― | 41,400 | | Health & Welfare Benefits | 26,791 | ― | 5,180 | 44,895 | | Outplacement Services | ― | ― | 40,000 | 40,000 | | Total Value | 15,985,359 | 15,958,568 | 18,115,286 | 24,321,274 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (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: |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | DSAs and CRSUs: Represents the value of outstanding awards based on the closing share price of our common stock on the NYSE on December 31, 2024 ($98.15), except for Death and Disability in relation to CRSUs granted in 2023 and 2024, 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, 2024 ($98.16). |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Performance-based RSUs: Represents the value of 2022 performance-based RSUs, which were earned at 61.5% of target, plus the estimated value of unearned performance-based RSUs granted in 2023 and 2024 based on Company ROE performance, pre-tax margin performance, fee revenue growth and relative TSR through December 31, 2024 and performance at 100% of target for future years, based on the closing share price of our common stock on the NYSE on December 31, 2024 ($98.15). The actual percent at which the 2023 and 2024 awards are earned will be determined at the end of the three-year performance period. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | DVAs: Represents the value of outstanding DVAs as of December 31, 2024. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Outstanding DSAs, outstanding CRSUs, unearned performance-based RSUs and outstanding DVAs granted to U.S. NEOs include post-termination restrictive covenants concerning non-competition for a period of 12 months; non-solicitation for a period of 18 months; and ongoing obligations of confidentiality and non-disparagement. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
Outstanding DSAs, unearned performance-based RSUs and outstanding DVAs granted to Mr. Ambrosius in 2024 are subject to ongoing obligations of confidentiality and non-disparagement.
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (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. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Deferred incentive compensation awards: Service-based restrictions lapse and the awards continue to vest according to their original terms. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| State Street — 2025 Notice of Meeting and Proxy Statement | 78 |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Health & welfare benefits: State Street provides U.S. NEOs a retiree medical benefit if the NEO was participating in the State Street medical plan at the time of retirement. Retirement eligible U.S. 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. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (3) Death: |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Deferred incentive compensation awards: For all NEOs, service-based restrictions lapse. For U.S. NEOs, the vesting of DSAs, CRSUs and DVAs is accelerated, while performance-based RSUs continue to vest according to their original terms. For Mr. Ambrosius, all deferred incentive compensation awards continue to vest according to their original terms. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Health & welfare benefits: For U.S. NEOs, 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. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (4) Termination due to Disability: |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Deferred incentive compensation awards: For all NEOs, service-based restrictions lapse. For U.S. NEOs, 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. For Mr. Ambrosius, all deferred incentive compensation awards continue to vest according to their original terms. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (5) Involuntary Termination without Cause: Our U.S. NEOs are covered by State Street’s U.S. Severance Plan. The U.S. Severance Plan provides benefits to all eligible employees upon specified involuntary separations from service due to an organizational change, such as a reduction in force. The U.S. 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, 2024. For these purposes, the severance amounts are not discounted for payment over time, and health and welfare benefits are valued at 2024 rates. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | 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. Mr. Ambrosius is not entitled to formulaic cash severance upon termination; however, the maximum severance to which he would be entitled under local regulations is estimated to be equal to his current base salary until the standard retirement age of 67. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Deferred incentive compensation awards: Service-based restrictions lapse and the awards continue to vest according to their original terms. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | 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, 2024. Mr. Ambrosius is not entitled to formulaic incentive compensation under the State Street Corporation Incentive Compensation Program; however, the maximum current year incentive compensation to which he would be entitled under local regulations is estimated to be equal to his actual incentive compensation award for the 2024 performance year, as described under the heading “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Decisions Summary.” |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | 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. In Germany, health and welfare benefits end when the employee is terminated. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Outplacement services: Personal outplacement and career consulting services by a third-party provider. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| (6) Termination in Connection with Change of Control: Calculations assume a change of control occurred on December 31, 2024 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. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | 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. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | DSAs and CRSUs: For all NEOs, the service-based restrictions lapse and for the U.S. NEOs, 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 31, 2024 ($98.15), except that for CRSUs granted in 2023 and 2024, 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, 2024 ($98.16). |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Performance-based RSUs: For all NEOs, the service-based restrictions lapse on unearned performance-based RSUs and for U.S. NEOs, vesting is accelerated. The estimated value of unearned performance-based RSUs is calculated as follows: |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| i) | Performance-based RSUs granted in 2022 are based on actual Company ROE performance and pre-tax margin performance for 2022 and 2023 and 100% of target for 2024. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| ii) | Performance-based RSUs granted in 2023 are based on actual Company ROE performance, pre-tax margin performance and fee revenue growth for 2023 and 100% of target for 2024 and 2025. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| iii) | Performance-based RSUs granted in 2024 are based on 100% of target for 2024 - 2026. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
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Potential Payments upon Termination or Change of Control as of December 31, 2024
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” ($100.55), 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, 2024.
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | DVAs: For all NEOs, service-based restrictions lapse and for the U.S. NEOs, vesting is accelerated. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Current year incentive compensation: The prior year’s cash-based incentive award (immediate cash and DVA) paid to each NEO in February 2024 for the 2023 performance year. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Defined contribution retirement cash equivalent (U.S. NEOs)/Pension benefit (Mr. Ambrosius): A lump sum payment equal to two times State Street’s annual contributions to the defined contribution retirement plans applicable to the U.S. NEOs, and two times the increase in pension value for Mr. Ambrosius. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Health & welfare benefits: Continued employee health and welfare benefits for two years after the date of termination. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Outplacement services: Personal outplacement and career consulting services by a third-party provider. |
Potential Payments upon Termination or Change of Control as of December 31, 2024
| • | Assumes zero for the legal fee benefit in connection with the enforcement of the NEO’s rights under the agreement. |
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.”
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 $100 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) | | 2024 | $16,715,967 | $28,221,197 | $6,372,494 | $9,788,000 | 145.0 | 132.6 | $2,686,875,520 | 11.7% | | 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% |
Pay Versus Performance
| (1) The closing share price of our common stock on the NYSE was $98.15 on December 31, 2024, $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 Mr. Aboaf (all years), Mr. Maiuri (2020, 2021, 2022 and 2023), Messrs. Aristeguieta and Erickson (2020, 2021 and 2022), Mr. Taraporevala (2022), Mr. Hu and Ms. Hung (2023 and 2024) and Mr. Ambrosius (2024). |
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 2024. There were adjustments with respect to the actuarial value of the pension plan in which Mr. Ambrosius participated, based on the annual service cost under the State Street GmbH Munich Retirement Plan. The SCT amount and the CAP amount do not reflect the actual amount of compensation earned by or paid during 2024, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K. |
Pay Versus Performance
| | 2024 | | | Adjustments(1) | PEO | Non-PEO NEOs(3) | | Total Compensation from SCT | $16,715,967 | $6,372,494 | | (Subtraction): Change in pension value reported in SCT for covered fiscal year (if positive value) | 0 | (30,522) | | Addition: Pension service cost attributable to covered fiscal year | 0 | 36,901 | | Adjustments for stock awards | | | | (Subtraction): Stock Awards from SCT | (11,099,930) | (3,220,301) | | Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | 15,994,933 | 5,208,739 | | 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 | 5,195,675 | 1,341,141 | | Addition: Vesting date fair value of awards granted and vesting during such year | 1,636,280 | 117,305 | | 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 | (221,728) | (37,757) | | Compensation Actually Paid (as calculated) | 28,221,197 | 9,788,000 |
Pay Versus Performance
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| (3) Amounts presented are averages for the entire group of non-PEO NEOs in each respective year. |
Pay Versus Performance
| (4) Total Shareholder Return (TSR) data is calculated based on an initial investment on December 31, 2019 and reflects for 2024 – five-year cumulative TSR (December 31, 2019 – December 31, 2024); 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 |
Pay Versus Performance
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Pay Versus Performance
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 21 other constituents with which we competed in some aspects of our businesses as of January 1, 2024.
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 B. |
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:
Analysis of the Information Presented in the Pay Versus Performance Table
| • | Equity-based vehicles comprised 100% of incentive compensation awarded to our PEO in 2024 for the 2023 performance year, 90% 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 |
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 (other than Mr. Ambrosius)* in 2024, 2023, 2022, 2021 and 2020 for the 2023, 2022, 2021, 2020 and 2019 performance years, respectively |
Analysis of the Information Presented in the Pay Versus Performance Table
* Equity-based vehicles comprised 60% of incentive compensation awarded to Mr. Ambrosius in 2024 for the 2023 performance year 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 2024 and earlier years, ROE (non-GAAP) was a core metric or modifier in our performance-based RSU program, with the potential to impact 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).
Analysis of the Information Presented in the Pay Versus Performance Table
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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 2024, CAP for our PEO is $28.2 million and the average CAP for our Non-PEO NEOs is $9.8 million, above the SCT compensation of $16.7 million for our PEO and the average SCT compensation of $6.4 million for our Non-PEO NEOs, respectively, consistent with the increase of TSR from 111.4 in 2023 to 145.0 in 2024. 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).
Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
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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).
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 2024:
CEO Pay Ratio Disclosure
| • | the estimated median of the annual total compensation of all employees of State Street (other than Mr. O’Hanley), was $41,630; and |
CEO Pay Ratio Disclosure
| • | the annual total compensation of Mr. O’Hanley was $16,715,967. |
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 402 to 1. As described in more detail in our 2023 and 2024 Annual Reports on Form 10-K, as part of ongoing transformation and productivity initiatives, we assumed full ownership of our two operations joint ventures in India. The approximately 10,000 employees who joined State Street as part of these business combinations in late 2023 and mid 2024 were not included in the calculations for the 2023 CEO Pay Ratio contained in our 2024 Proxy Statement, but are included in the calculations for the 2024 CEO Pay Ratio contained in this proxy statement. We identified our median employee for 2024 based on our employee population as of October 1, 2024 and used a local currency-to-U.S. dollar exchange rate as of that date to enable a U.S. dollar-based assessment. 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 2024. We annualized the base pay of all full and part-time employees in our employee
CEO Pay Ratio Disclosure
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CEO Pay Ratio Disclosure
population who were hired during 2024. Similarly, for all such employees who did not receive incentive compensation in 2024 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 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.
CEO Pay Ratio Disclosure
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