April 3, 2024
Dear Shareholder:
We cordially invite you to the 2024 annual meeting of shareholders of State Street Corporation. The
meeting will be held on May 15, 2024, at 9:00 a.m. Eastern Time and will be conducted online via live audio
webcast at www.virtualshareholdermeeting.com/STT2024. 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, 2024
NOTICE OF STATE STREET CORPORATION
2024 ANNUAL MEETING OF SHAREHOLDERS
Date | May 15, 2024 |
Time | 9:00 a.m. Eastern Time |
Location | Virtual annual meeting of shareholders conducted via live audio webcast at: |
www.virtualshareholdermeeting.com/STT2024 | |
Purpose | 1. To elect 12 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, 2024 | |
To act upon such other business as may properly come before the meeting and any | |
adjournments thereof. | |
Record Date | The directors have fixed the close of business on March 18, 2024, as the record |
date for determining shareholders entitled to notice of and to vote at the meeting. | |
Meeting | If you plan to attend the meeting online, please enter the 16-digit control number |
Admission | 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/STT2024. To access such list of registered | |
holders beginning April 5, 2024 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
[THIS PAGE INTENTIONALLY LEFT BLANK]
STATE STREET CORPORATION
One Congress Street, Boston, Massachusetts 02114
Proxy Statement Summary Information
2024 Annual Meeting of Shareholders
Date: | May 15, 2024 |
Time: | 9:00 a.m. Eastern Time |
Location: | Virtual Annual Meeting of Shareholders conducted via live audio |
webcast at: www.virtualshareholdermeeting.com/STT2024 | |
Record date: | March 18, 2024 |
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, 2024, 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 2023 Executive Compensation (see ''Item 2'') | FOR |
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm | |
FOR | |
for 2024 (see ''Item 3'') | |
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 2023 annual
report on Form 10-K. Our 2023 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 without
limitation, statements regarding our strategic, business and financial objectives, the industry and market environment and sustainability
and impact matters. Forward-looking statements are often, but not always, identified by such forward-looking terminology as ''priority,''
''will,'' ''expect,'' ''strategy,'' ''aim,'' ''target,'' ''plan,'' ''intend,'' ''believe,'' ''may,'' ''outcome,'' ''estimate,'' ''goal,'' ''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, and those statements should not be relied upon as representing our expectations or beliefs as of any time
subsequent to the time this proxy statement is first filed with the SEC. Other important factors that could cause actual results to differ
materially from those indicated by any forward-looking statements are set forth in our 2023 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 - 2024 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, 2023, on a consolidated basis we had total assets of $297.26 billion, total deposits of $220.97 billion, total
shareholders' equity of $23.80 billion and approximately 46,000 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
$41.81 trillion of assets under custody and/or administration and $4.13 trillion of assets under management as of December 31,
2023. 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,
official institutions, and central banks-rely on us to deliver solutions that support their goals across the investment life cycle.
The operating environment in 2023 was dynamic with a complex set of challenges for our industry. Despite various headwinds
we continued to execute against our strategic agenda in 2023; we focused and delivered on that agenda in three key
areas: achieving strong sales wins across our businesses, driving strategic change in our Investment Services business, and
remaining disciplined on productivity and broader underlying cost management. For example, during 2023 we implemented key
productivity actions and announced additional efficiency measures that will enable us to enhance the productivity of our
operating model beginning in 2024. We took these actions all while investing in our business and returning substantial capital to
our shareholders. While our full-year overall financial results benefited from higher interest rates globally last year, daily average
global equity markets only increased by low-single-digits in 2023, providing just a modest tailwind to our fee revenue, while
client activity was muted for much of the year. Further, equity and foreign exchange (FX) market volatility continued to contract
in 2023, creating revenue headwinds for our trading businesses. Full-year earnings per share (EPS) decreased 22%
year-over-year to $5.58, compared to $7.19 in 2022. The decline was mainly driven by the impact of notable items primarily
related to the Federal Deposit Insurance Corporation (FDIC's) special assessment, net losses related to investment securities,
repositioning charges, as well as lower total fee revenue and expense growth. Excluding notable items (non-GAAP, see footnote
-
to the below ''Financial Highlights'' table), full-year EPS increased 3% year-over-year to $7.66, supported by $3.8 billion of
common share repurchases, a record level of net interest income (NII), continued growth of our front office software and data
business and higher securities finance revenues, the combination of which more than offset the impact of lower servicing and
management fees and underlying expense growth. In total, State Street returned approximately $4.6 billion to our shareholders in
the form of common stock dividends and common stock repurchases in 2023, compared to approximately $2.4 billion in 2022.
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-ExecutiveSummary-Corporate Performance Summary.''
Financial Highlights
(1)
Consolidated Financial Performance, excluding notable items, non-GAAP ( $ in millions, except per share data )
2023 | 2022 | Change | ||
Total fee revenue | $9,480 | $9,583 | ||
(1.1)% | ||||
Total revenue | 12,239 | 12,125 | ||
0.9% | ||||
Expenses | 8,963 | 8,666 | ||
3.4% | ||||
Pre-Tax Margin | 26.4% | 28.4% | (2.0)% pts | |
EPS | 7.66 | 7.41 | ||
3.4% | ||||
Return on average common equity (ROE) (GAAP) | 8.2% | 11.1% | (2.9)% pts | |
- Non-GAAPfinancial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street's
normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to,
financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement,
see Appendix C.
State Street - 2024 Notice of Meeting and Proxy Statement | ii |
State Street's 2023 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results
of operations and financial condition, in our 2023 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 form
a depth of broad and diverse experiences. We seek director nominees who have had substantial achievement in their personal
and professional pursuits and possess the talent, experience and integrity necessary to effectively oversee our businesses
and strategy and enhance long-term shareholder value. Based on these desired attributes, the Board has nominated the
following 12 director nominees for election at the 2024 annual meeting of shareholders.
Other Public | State Street Board Roles and | ||||
Director Nominee | Principal Occupation | Company Boards (#) | Committee Memberships | ||
Marie A. Chandoha* | Retired President and Chief Executive | 1 | • | Examining and Audit | |
Director Since 2019 | Officer, Charles Schwab Investment | • | Executive | ||
Age 62 | Management, Inc. | • | Risk (Chair) | ||
• | Technology and Operations | ||||
DonnaLee A. DeMaio* | Retired Global Chief Operating Officer, | 1 | • | Examining and Audit | |
Director Since 2022 | American International Group, Inc. | • | Technology and Operations | ||
Age 65 | (AIG) | ||||
Patrick de Saint-Aignan* | Retired Managing Director and | None | • | Examining and Audit | |
Director Since 2009 | Advisory Director, Morgan Stanley | | • | Risk | |
Age 75 | • | Technology and Operations | |||
Amelia C. Fawcett* | Retired Chairman, Kinnevik AB | None | • | Lead Director | |
Director Since 2006 | • | Executive | |||
Age 67 | • | Human Resources | |||
• | Nominating and Corporate | ||||
Governance | |||||
William C. Freda* | Retired Senior Partner and Vice | 1 | • | Examining and Audit (Chair) | |
Director Since 2014 | Chairman, Deloitte LLP | • | Executive | ||
Age 71 | • | Risk | |||
Sara Mathew* | Retired Chairman and Chief Executive | 2 | • | Examining | and Audit |
Director Since 2018 | Officer, Dun & Bradstreet Corporation | • | Executive | ||
Age 68 | • | Human Resources (Chair) | |||
William L. Meaney* | President, Chief Executive Officer and | 1 | • | Executive | |
Director Since 2018 | Director, Iron Mountain Inc. | • | Human Resources | ||
Age 63 | • | Nominating and Corporate | |||
Governance (Chair) | |||||
Ronald P. O'Hanley | Chairman, Chief Executive Officer and | 1 | • | Chairman of the Board | |
Director Since 2019 | President, State Street Corporation | • | Executive (Chair) | ||
Age 67 | • | Risk | |||
Sean O'Sullivan* | Retired Group Managing Director and | None | • | Executive | |
Director Since 2017 | Group Chief Operating Officer, HSBC | • | Risk | ||
Age 68 | Holdings, plc | • | Technology and Operations | ||
(Chair) | |||||
Julio A. Portalatin* | Retired President and Chief Executive | None | • | Human Resources | |
Director Since 2021 | Officer, Mercer Consulting Group, Inc. | • | Risk | ||
Age 65 | |||||
John B. Rhea* | Partner, Centerview Partners, LLC | 1 | • | Examining & Audit | |
Director Since 2021 | • | Technology and Operations | |||
Age 58 | |||||
Gregory L. Summe* | Managing Partner and Founder, Glen | 2 | • | Human Resources | |
Director Since 2001 | Capital Partners, LLC | • | Nominating and Corporate | ||
Age 67 | Governance |
* = Independent |
State Street - 2024 Notice of Meeting and Proxy Statement | iii |
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. In addition to adhering to the Investor Stewardship Group's Corporate Governance
Framework, as highlighted in Appendix B, the following summarizes key aspects of our corporate governance:
Board of Directors
- 11 of 12 director nominees are independent
- Annual director elections
-
Annual assessment of effectiveness of the Board, its
committees and each director nominee - 33% of director nominees are female and 25% are racially
diverse
- Active independent Lead Director elected 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 • No poison pill
elections and by plurality vote in contested elections
• Proxy access by-law allows shareholders to include
• Continuous shareholder outreach program with directordirector nominees in State Street's proxy materials
participation;
• No common stock supermajority vote requirements
-
Engaged with shareholders representing approximately
60% of shares outstanding - Met with all that expressed an interest in meeting, including
shareholders representing approximately 25% of shares
outstanding
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
-
Strategy, financial performance, technology, human capital,
- 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 - 2024 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 that
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 the 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, including climate-related matters. Additional 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), can be found in our annually reported
Sustainability Report located on our website. Related highlights and achievements for 2023 include the following:
Environmental | Social | Governance | |||
30% CO | emissions reduction | Progressed many of our ''10 Actions | Active board refreshment with 4 new | ||
2 | |||||
as compared to 2019 | Against Racism and Inequality'' such as | independent directors in the last 5 years | |||
(Goal: 46% by 2030) | $258M spend with diverse suppliers | ||||
33% of director nominees are female | |||||
43% H O reduction as compared | More than $25M total giving by | and 25% are racially diverse | |||
2 | |||||
to 2019 (Goal: 25% by 2030) | State Street Foundation philanthropic | ||||
92% of director nominees are | |||||
contributions | |||||
(1) | |||||
1,336mt | annual carbon savings | independent | |||
from 2023 projects | More than 84,000 hours | ||||
Engagement with shareholders | |||||
volunteered by employees | |||||
(2) | |||||
100% carbon neutral operations | representing approximately 60% of | ||||
shares outstanding in 2023 |
2023 Notable Sustainability and ESG Achievements
Placed #38 on the 2023 DiversityInc Top 50 | Moved to our new global headquarters in |
companies for diversity and ranked #13 as a | Boston, MA in the fall of 2023, which |
top company for the Board of Directors which | surpasses industry standards across leading |
evaluates board diversity representation | wellness and green building certification |
overall, board committee diversity and board | programs-including the US Green Building |
governance, involvement and practices | Council's Leed Platinum certification |
Made tangible progress against our | Named to the 2023 Dow Jones Sustainability |
10 Actions to Address Racial Inequality, | Index, North America, for the fifth year in a |
including completing and publishing an | row, which represents sustainability leaders |
external civil rights audit and establishing a | as identified by RobecoSAM |
governance and execution strategy to begin | |
implementation of recommendations included | |
in the published report |
- Metric tons of carbon dioxide equivalent.
-
For Scope 1 and 2, based on independently reviewed data and resultant investment in renewable energy credits and carbon offset
projects.
State Street - 2024 Notice of Meeting and Proxy Statement | v |
Overview of 2023 Executive Compensation Program
Compensation Philosophy
State Street's compensation program for Named Executive Officers (NEOs) and other executive officers aims to:
- attract, retain and motivate our executives and drive strong leadership behaviors
- reward our executives for meeting or exceeding company and individual financial, business and human capital-related objectives
- drive long-term shareholder value and financial stability
- align incentive compensation with the performance results experienced by our shareholders through the use of significant
levels of deferred equity-based compensation - provide equal pay for work of equal value
- achieve the preceding goals in a manner aligned with sound risk management and our corporate values
In 2023, we continued an active shareholder outreach program, which allowed us to gain additional insight into shareholder
perspectives, including on our executive compensation program. We engaged with shareholders representing approximately 60%
of shares outstanding, and met with all of those who expressed an interest in providing feedback, including shareholders
representing approximately 25% of shares outstanding. The Chair of our Human Resources Committee participated in select
engagements, and shareholder feedback from all engagements was relayed directly to the Human Resources Committee and the
Nominating and Corporate Governance Committee. Based on discussions with our shareholders and the results of our ''Say on
Pay'' vote, the Human Resources Committee believes that our shareholders support our overall executive compensation program.
For each of our 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-termperformance-based equity awards in the form
of performance-based RSUs - Significant deferred equity-based incentive compensation
- Active engagement with shareholders on compensation,
corporate governance and other issues - Close interaction between the HRC and the Board's Risk
Committee and Examining and Audit Committee - Independent compensation consultant
-
Clawback and forfeiture provisions to recoup
compensation following financial restatements and
specified misconduct or other actions
- ''Double-trigger''change-of-control required for deferred
incentive compensation acceleration and cash payments - Stock ownership policy, including holding requirements for
NEOs who are below full ownership guidelines - Non-competitionand other restrictive covenants
- Annual review of incentives compensation design for
alignment with risk management principles - Prohibit short selling, options trading, hedging, pledging or
speculative transactions in State Street securities
What We Do Not Do
- No option repricing
(1)
- No tax gross-up on perquisites
- No multi-year guaranteed incentive awards
- No ''single-trigger''change-of-control vesting or cash
payments - No change-of-control excise tax gross-up
- Excluding 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 - 2024 Notice of Meeting and Proxy Statement | vi |
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State Street Corporation published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 02:25:01 UTC.