STATE STREET CORP
For the period ended May 20, 2026. Filed Apr 8, 2026.
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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 20, 2026 · Filed Apr 8, 2026
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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 8, 2026
Dear Shareholder:
We cordially invite you to the 2026 annual meeting of shareholders of State Street Corporation. The meeting will be held on May 20, 2026, at 9:00 a.m. Eastern Time and will be conducted online via live audio webcast atwww.virtualshareholdermeeting.com/STT2026. 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 8, 2026
NOTICE OF STATE STREET CORPORATION
2026 ANNUAL MEETING OF SHAREHOLDERS
| Date | May 20, 2026 | |
|---|---|---|
| Time | 9:00 a.m. Eastern Time | |
| Location | Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2026 | |
| Purpose | 1. | To elect 13 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, 2026 | |
| 4. | To vote on a shareholder proposal, if properly presented at the meeting and not previously withdrawn | |
| 5. | 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 25, 2026, 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/STT2026. To access such list of registered holders beginning April 10, 2026 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 other 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
2026 Annual Meeting of Shareholders
| Date: | May 20, 2026 |
| Time: | 9:00 a.m. Eastern Time |
| Location: | Virtual Annual Meeting of Shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2026 |
| Record date: | March 25, 2026 |
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 8, 2026, 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 2025 Executive Compensation (see “Item 2”) | FOR |
| Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026 (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 |
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 2025 annual report on Form 10-K. Our 2025 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 2025 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 — 2026 Notice of Meeting and Proxy Statement | i |
About State Street
State Street Corporation, or State Street, is one of the world’s leading providers of financial services to institutional investors, including investment servicing, markets and financing solutions and investment management. Our clients—asset managers and owners, insurance companies, wealth managers, official institutions and central banks—rely on us to deliver solutions that support their business objectives across the investment life cycle. Leveraging our strength and scale, innovation and platforms, and industry expertise, we are an essential partner to our clients. In all aspects of our business, we work toward a singular purpose: to help create better outcomes for the world’s investors and the people they serve.
Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, referred to as State Street Bank, we operate in more than 100 geographic markets worldwide, providing a broad range of financial products and services to institutional investors globally. As of December 31, 2025, we reported $53.80 trillion in assets under custody and/or administration (AUC/A) and $5.67 trillion in assets under management (AUM). We had consolidated total assets of $366.05 billion, consolidated total deposits of $274.35 billion, consolidated total shareholders’ equity of $27.84 billion and approximately 52,000 employees as of December 31, 2025.
State Street Corporation, referred to as the Parent Company, was organized in 1969 under the laws of the Commonwealth of Massachusetts and is a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act of 1956. The Parent Company is a source of financial and managerial strength to our subsidiaries. We conduct our business primarily through State Street Bank, which traces its beginnings to 1792, with the founding of our oldest ancestor bank, Union Bank. State Street Bank’s current charter was authorized by a special Act of the Massachusetts Legislature in 1891, and its present name was adopted in 1960. State Street Bank operates as a specialized bank, referred to as a trust or custody bank, that services and manages assets on behalf of its institutional clients.
2025 was another successful year for State Street and we entered 2026 with momentum and a proven strategy to deliver strong results and meaningful value for our clients, shareholders, and employees. Our progress reflects the strategic actions and investments we have made in recent years—deepening and broadening our capabilities while elevating our client value proposition—which have strengthened our position as our clients’ essential partner, enabling us to compete from a position of strength. This solid foundation positioned us well to capitalize on a dynamic yet constructive market environment in 2025, and we delivered another year of accelerating financial performance.
For the year ended December 31, 2025, State Street reported GAAP total revenue of $13.9 billion, compared to $13.0 billion in the prior year, reflecting growth in fee revenue across Investment Services, Investment Management, and State Street Markets. GAAP total expenses were $10.2 billion, reflecting continued investment in technology modernization, client‑facing capabilities, and strategic growth initiatives, partially offset by productivity savings. GAAP net income available to common shareholders was $2.7 billion, and GAAP diluted earnings per share were $9.40, compared to $8.21 in the prior year. State Street ended 2025 with record AUC/A and AUM, driven by higher market levels and continued strength in flows across Investment Servicing and Investment Management. For 2025, we expanded our pre‑tax margin by 70 basis points, relative to 2024. Our strong financial performance underscores the effectiveness of our strategy, and in 2025 we built on that success with a number of key strategic milestones which reflect our disciplined focus on reinvesting to drive near-term and long-term growth across our franchise, enhance client experience and capabilities, and further strengthen our platform while delivering strong shareholder returns.
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—Performance and Compensation Decisions—Corporate Performance.”
| State Street — 2026 Notice of Meeting and Proxy Statement | ii |
Financial Highlights
| Consolidated Financial Performance, excluding notable items, non-GAAP ( $ in millions, except per share data )(1) | |||
|---|---|---|---|
| 2025 · 2024 · Change | |||
| Total Fee Revenue | $11,001 | $10,075 | +9.2% |
| Total Revenue | 13,965 | 13,000 | +7.4% |
| Expenses | 9,831 | 9,342 | +5.2% |
| Pre-Tax Margin | 29.2% | 27.6% | +1.6% pts |
| EPS | $10.30 | $8.67 | +18.8% |
| Return on average common equity (ROE) (GAAP) | 11.5% | 11.1% | +0.4% 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 2025 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2025 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.
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 13 director nominees for election at the 2026 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 64 | 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 67 | Retired Global Chief Operating Officer, American International Group, Inc. (AIG) | 1 | • | Examining and Audit |
| • · Technology and Operations | ||||
| Amelia C. Fawcett* Director Since 2006 Age 69 | Retired Chairman, Kinnevik AB | None | • | Human Resources |
| • · Nominating and Corporate Governance | ||||
| William C. Freda* Director Since 2014 Age 73 | Retired Senior Partner and Vice Chairman, Deloitte LLP | None | • | Examining and Audit (Chair) |
| • · Executive | ||||
| • · Nominating and Corporate Governance | ||||
| • · Risk | ||||
| Susan M. Gordon*^Director Since 2026Age 67 | Former Principal Deputy Director of National Intelligence, United States Government | 2 | • | Examining and Audit |
| • · Technology and Operations | ||||
| State Street — 2026 Notice of Meeting and Proxy Statement | iii |
| Director Nominee · Principal Occupation · Other Public Company Boards (#) · State Street Board Roles and Committee Memberships | ||||
|---|---|---|---|---|
| Patricia M. Halliday* Director Since 2024 Age 59 | Retired Chief Risk Officer, Santander UK PLC and Santander UK Group Holdings PLC | None | • | Risk |
| • · Technology and Operations | ||||
| Sara Mathew* Director Since 2018 Age 70 | Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation | None | • | Lead Director |
| • · Executive | ||||
| • · Human Resources | ||||
| • · Nominating and Corporate Governance | ||||
| William L. Meaney* Director Since 2018 Age 66 | 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 69 | 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 70 | 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 67 | Retired President and Chief Executive Officer, Mercer Consulting Group, Inc. | None | • | Human Resources |
| • · Risk | ||||
| Brian J. Porter*^Director Since 2025Age 68 | Retired President and Chief Executive Officer of the Bank of Nova Scotia | 2 | • | Human Resources |
| • · Risk | ||||
| John B. Rhea* Director Since 2021 Age 60 | Partner, Centerview Partners, LLC | 1 | • | Examining & Audit |
| • · Human Resources (Chair) | ||||
| • · Executive | ||||
* = Independent
^ = First-Time Nominee
| State Street — 2026 Notice of Meeting and Proxy Statement | iv |
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 | |
| • 12 of 13 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 six 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 2025, contacted shareholders representing approximately 56% 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 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 • Non-management directors required to hold all net shares received as compensation for service until separation from State Street • Incentive compensation subject to clawback and forfeiture mechanisms |
| State Street — 2026 Notice of Meeting and Proxy Statement | v |
Sustainability
We view sustainability through the lens of creating and preserving long-term value for our clients, employees, and our communities, with the ultimate objective of driving shareholder value creation. 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, engaged and empowered to thrive. We feel a responsibility to enhance the communities where we live and work 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 sustainability strategy and each of the committees of the Board oversees our sustainability activities and practices within their respective scope of responsibilities.
Our Sustainability Report, which can be found on our website, provides information about our sustainability activities according to the frameworks created by the Sustainability Account Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD), and the Global Reporting Initiative (GRI).
Overview of 2025 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:
For each of our Named Executive Officers (NEOs) identified in the “Compensation Discussion and Analysis,” the Human Resources Committee (HRC) determines the amount of individual compensation to be awarded to our NEOs by looking at total compensation, consisting of fixed compensation and incentive 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.
| State Street — 2026 Notice of Meeting and Proxy Statement | vi |
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, where permissible • 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 |
| (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 — 2026 Notice of Meeting and Proxy Statement | vii |
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.