STATE STREET CORP
For the period ended May 14, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 3, 2025
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| ☒ | Definitive Proxy Statement | ||
| ☐ | Definitive Additional Materials | ||
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 | ||
STATE STREET CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
| ☒ | No fee required | |
| ☐ | Fee paid previously with preliminary materials | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
April 3, 2025
Dear Shareholder:
We cordially invite you to the 2025 annual meeting of shareholders of State Street Corporation. The meeting will be held on May 14, 2025, at 9:00 a.m. Eastern Time and will be conducted online via live audio webcast atwww.virtualshareholdermeeting.com/STT2025. You will be able to participate, submit questions and vote your shares electronically.
The proxy statement and annual meeting provide an important opportunity for us to engage with you as shareholders, and for you to communicate with us on important topics such as our performance, executive compensation and corporate governance, including the effectiveness of the Board of Directors. Details regarding virtual admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement. Your vote is very important to us. Whether or not you plan to attend the meeting online, please carefully review the enclosed proxy statement, together with the annual report that accompanies it, and then cast your vote at your earliest convenience. We urge you to vote regardless of the number of shares you hold.
We look forward to the annual meeting. Your continued interest in State Street is very much appreciated.
Sincerely,
Ronald P. O’Hanley Chairman, Chief Executive Officer and President
April 3, 2025
NOTICE OF STATE STREET CORPORATION
2025 ANNUAL MEETING OF SHAREHOLDERS
| Date | May 14, 2025 | |
|---|---|---|
| Time | 9:00 a.m. Eastern Time | |
| Location | Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2025 | |
| Purpose | 1. | To elect 11 directors |
| 2. | To approve an advisory proposal on executive compensation | |
| 3. | To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2025 | |
| 4-5. | To vote on shareholder proposals, if properly presented at the meeting and not previously withdrawn | |
| 6. | To act upon such other business as may properly come before the meeting and any adjournments thereof | |
| Record Date | The Board has fixed the close of business on March 14, 2025, as the record date for determining shareholders entitled to notice of and to vote at the meeting. | |
| Meeting Admission | If you plan to attend the meeting online, please enter the 16-digit control number included in your notice of Internet availability of the proxy materials or in your proxy card, or follow the voting instructions that accompanied your proxy materials. A list of our registered holders as of the close of business on the record date will be made available to shareholders during the meeting at www.virtualshareholdermeeting.com/STT2025. To access such list of registered holders beginning April 5, 2025 and until the meeting, shareholders should email State Street Investor Relations at IR@statestreet.com. | |
| Voting by Proxy | Please submit a proxy card or, for shares held in “street name” through a broker, bank or nominee, a voting instruction form, as soon as possible, so your shares can be voted at the meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered shareholder, you may also submit your proxy by telephone or over the Internet by following the instructions included with your proxy card or notice of Internet availability of proxy materials. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or Internet submission of voting instructions. Follow the instructions on the voting instruction form or notice of Internet availability of proxy materials that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the annual meeting. | |
| By Order of the Board of Directors, | ||
| Mark Shelton | | |
| Secretary | | |
STATE STREET CORPORATION
One Congress Street, Boston, Massachusetts 02114
Proxy Statement Summary Information
2025 Annual Meeting of Shareholders
| Date: | May 14, 2025 |
| Time: | 9:00 a.m. Eastern Time |
| Location: | Virtual Annual Meeting of Shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2025 |
| Record date: | March 14, 2025 |
The proxy statement and annual report, and the means to submit a proxy electronically prior to the annual meeting, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed beginning on April 3, 2025, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.
More information about the annual meeting is described under the heading “General Information About the Annual Meeting.”
Voting Matters and Recommendations
| Item | Board Recommendation |
| Election of Directors (see “Item 1”) | FOR Each Director |
| Advisory Proposal on 2024 Executive Compensation (see “Item 2”) | FOR |
| Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2025 (see “Item 3”) | FOR |
| Shareholder Proposal, if properly presented at the meeting, requesting the adoption of a policy and amendment to the by-laws requiring the Chair of the Board be an independent member of the Board in the next CEO transition (see “Item 4”) | AGAINST |
| Shareholder Proposal, if properly presented at the meeting, requesting a report disclosing whether and how the Company addresses transition of workers and fairness to communities in its transition finance strategy (see “Item 5”) | AGAINST |
The following summary provides general information about State Street Corporation, referred to as State Street or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2024 annual report on Form 10-K. Our 2024 annual report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission (SEC). In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.
Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of United States securities laws, including statements about our goals and expectations regarding our business, strategy, financial and capital condition, results of operations, the financial and market outlook, the business environment, sustainability and impact, human capital and other matters that do not relate to historical facts. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “expect,” “will,” “strategy,” “believe,” “plan,” “intend,” “priority,” “estimate,” “goal,” “outlook,” “aim,” “target,” “outcome,” “future,” “objective,” “pipeline,” “anticipate,” “guidance,” “seek,” “trajectory,” “trend,” and “forecast,” or similar statements or variations of such terms. These statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Other important factors that could cause actual results to differ materially from those indicated by any forward-looking statements are set forth in our 2024 annual report on Form 10-K and our subsequent SEC filings. We encourage investors to read these filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time.
| State Street — 2025 Notice of Meeting and Proxy Statement | i |
About State Street
State Street is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. State Street provides financial and managerial support to our legal and operating subsidiaries. Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, we provide a broad range of financial products and services to institutional investors worldwide. We refer to State Street Bank and Trust Company as State Street Bank or the Bank.
As of December 31, 2024, on a consolidated basis we had total assets of $353.24 billion, total deposits of $261.92 billion, total shareholders’ equity of $25.33 billion and approximately 53,000 employees. We operate in more than 100 geographic markets worldwide, including the United States, Canada, Latin America, Europe, the Middle East and Asia.
We are a leader in providing financial services and products to meet the needs of institutional investors worldwide, with $46.56 trillion of assets under custody and/or administration and $4.72 trillion of assets under management as of December 31, 2024. We believe we are an essential partner to institutional investors and operate with the purpose of helping to create better outcomes for the world’s investors and the people they serve. Our clients—asset managers and owners, insurance companies, wealth managers, official institutions and central banks—rely on us to deliver solutions that support their goals across the investment life cycle.
We entered 2024 with a clear set of strategic priorities aimed at driving revenue growth, improving our sales performance, strengthening our market position and enhancing our operating model. We executed well against our objectives, enabling us to serve our clients and deliver strong financial performance and continued business momentum for our shareholders. These results included both positive fee and total operating leverage, pre-tax margin expansion and higher earnings growth, illustrating the power of our franchise and the effectiveness of our strategy. Regarding our financial highlights, in 2024 we demonstrated a notably improved revenue performance. Full-year fee and total revenue increased 7% and 9%, respectively, compared to 2023. Year-over-year, each income statement revenue line contributed positively, including double-digit growth in management fees, foreign exchange (FX) trading services and front office software and data revenues, while we also delivered a second consecutive year of record net interest income (NII). Our strong balance sheet position enabled us to return $2.2 billion of capital to shareholders in 2024, including common share repurchases and a 10% increase in our quarterly common dividend per share beginning in July 2024. Finally, 2024 was also an important year for our transformation. We made a number of key investments in operational simplification, automation and technology modernization. In summary, good execution against a clear set of strategic priorities enabled us to support our clients better and deliver strong financial results in 2024. Our strategic actions have positioned State Street to compete better and win, as evidenced by the business momentum we generated in 2024.
The financial measures used in our executive compensation programs are linked to the below financial results, which are presented on a non-GAAP basis, unless otherwise noted. See footnote (1) to the below table. Additional performance indicators are presented in “Compensation Discussion and Analysis—Executive Summary—Corporate Performance Summary.”
Financial Highlights
| Consolidated Financial Performance, excluding notable items, non-GAAP ( $ in millions, except per share data )(1) | ||||
|---|---|---|---|---|
| 2024 · 2023 · Change | ||||
| Total Fee Revenue · $10,075 · $9,480 · +6.3% | ||||
| Total Revenue | 13,000 | 12,239 | | +6.2% |
| Expenses | 9,342 | 8,963 | +4.2% | |
| Pre-Tax Margin | 27.6% | 26.4% | +1.2% pts | |
| EPS | $8.67 | $7.66 | +13.2% | |
| Return on average common equity (ROE) (GAAP) | 11.1% | 8.2% | +2.9% pts | |
| (1) | Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix B. |
State Street’s 2024 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2024 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.
| State Street — 2025 Notice of Meeting and Proxy Statement | ii |
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 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 | ||||
| State Street — 2025 Notice of Meeting and Proxy Statement | iii |
* = Independent
^ = First-Time Nominee
** 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
Corporate Governance Summary
Our Board is committed to strong corporate governance practices and is intent on maintaining State Street’s reputation for quality, integrity and high ethical standards. The following summarizes key aspects of our corporate governance:
| Board of Directors | |
| • 10 of 11 director nominees are independent • Annual director elections • Annual assessment of effectiveness of the Board, its committees and each director nominee • Board members are reflective of diverse experiences, skills and backgrounds | • Active independent Lead Director appointed annually by the independent directors • Board and committees meet regularly in executive session without management present • Effective Board refreshment process, adding four new independent directors in the last five years |
| Shareholder Rights and Engagement | |
| • Directors are elected by a majority of votes cast in uncontested elections and by plurality vote in contested elections • Continuous shareholder outreach program with director participation – During 2024, contacted shareholders representing approximately 57% of shares outstanding – Met with all that expressed an interest in meeting | • No poison pill • Proxy access by-law allows shareholders to include director nominees in State Street’s proxy materials • No common stock supermajority vote requirements |
| Strategy, Compensation and Risk | |
| • Board and Committee oversight of: – Strategy, financial performance, technology, human capital, ethics and risk management – Succession planning for Chief Executive Officer (CEO) and other executive officers – Sustainability and impact related obligations, initiatives and strategies – Alignment of our incentive compensation arrangements with our safety and soundness | • Directors and executive officers subject to stock ownership guidelines and prohibited from short selling, pledging, options trading, hedging and speculative transactions in State Street securities • Incentive compensation subject to clawback and forfeiture mechanisms |
| State Street — 2025 Notice of Meeting and Proxy Statement | iv |
Sustainability and Impact
State Street recognizes that managing our business activities in a socially and environmentally responsible manner and giving back to the communities in which we live and work are important for our long-term success. We recognize that sustainable growth comes from operating with absolute integrity and in a way that respects our shareholders, clients, employees, communities and the environment. We adhere to principles of sound governance and aim to help our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We feel a responsibility to enrich our communities and we pursue environmental sustainability, both in the way we carry out our operations and in the products and services we offer. As part of these efforts, the Board oversees our activities and practices related to sustainability and impact and each of the committees of the Board oversees these matters within their respective scope of responsibilities. Our Sustainability Report provides information about our sustainability activities and reporting according to the frameworks created by the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD) and Global Reporting Initiative (GRI).
Operating Responsibly:(1)
| 16 ISO 14001 sites(2) 2023: 17 | $6.6B Accessed broad investor base for $6.6B senior debt issued in 2024 using diverse syndicate of underwriters 2023: $6.3B | $498.1M Allocated to green and social projects under the Sustainability Bond Framework(3) 2023: $365.8M |
Employees and Communities:
| | $100MIn deposits with community-based depository institutions 2023: $0 | $21.7MTotal giving by State Street Foundation 2023: $25.8M | 102,727Employee volunteer hours 2023: 84,691 |
|---|
| (1) | All data as of December 31, 2024, unless otherwise noted. |
| (2) | State Street maintains ISO 14001 Environmental Management certification in 16 global offices. Scala/Frankfurt was closed in October 2024. ISO is the International Organization for Standardization, and ISO 14001 sets out the criteria for an environmental management system and certification. It maps out a framework that a company or organization can follow to set up an effective environmental management system. |
| (3) | Represents total amount allocated over time as of September 30, 2024 since inception of the Sustainability Bond Framework. |
| State Street — 2025 Notice of Meeting and Proxy Statement | v |
Overview of 2024 Executive Compensation Program
Compensation Philosophy
Our executive compensation program is designed to drive Company and individual performance and to align the pay ultimately received by each executive with the performance experienced by our shareholders over time by placing a strong emphasis on long-term equity-based vehicles, including performance-based equity. Our executive compensation philosophy is summarized in the following principles:
| • | attract, retain and motivate our executives and drive strong leadership behaviors |
|---|
| • | reward our executives for meeting or exceeding Company and individual performance objectives |
|---|
| • | drive long-term shareholder value and align pay with performance results experienced by our shareholders |
|---|
| • | achieve the preceding goals in a manner aligned with sound risk management and our corporate values |
|---|
For each of our Named Executive Officers (NEOs) identified in the “Compensation Discussion and Analysis,” the Human Resources Committee (HRC) determines the appropriate level of total compensation for the year. The HRC evaluates base salary and target incentive compensation levels at least annually. The targets are based on each executive’s role, responsibilities and performance trend, as well as competitive and market factors and internal equity.
Sound Compensation and Corporate Governance Practices
Our NEO compensation practices are designed to support good governance and mitigate against excessive risk-taking. We regularly review and refine our corporate governance practices considering several factors, including feedback from ongoing shareholder engagement.
| What We Do | |
| • Long-term performance-based equity awards in the form of performance-based restricted stock units (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 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 |
| (1) | Excluding (a) a small meal allowance provided as a customary benefit to all German employees, including Mr. Ambrosius, and (b) certain international assignments and relocation benefits. |
More information about executive compensation at State Street is described under the heading “Compensation Discussion and Analysis.”
| State Street — 2025 Notice of Meeting and Proxy Statement | vi |
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.