SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Definitive Proxy Statement

   

  

Definitive Additional Materials

   

  

Soliciting Material Pursuant toSection 240.14a-12

   

STATE STREET CORPORATION

 

(Name of Registrant as Specified in its Charter)

 

 

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LOGO 

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION

 

Joseph L. Hooley

Ronald P. O’Hanley

Chairman, President and Chief Executive Officer

Kennett F. BurnesApril 8, 2020

Lead Director

April [], 2018

Dear Shareholder:

We cordially invite you to attend the 20182020 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36th Floor, Boston, Massachusetts, on May 16, 2018,20, 2020, at 9:00 a.m. Eastern Time. Due to the current Coronavirus (COVID-19) public health crisis, the annual meeting of shareholders will be conducted online via live audio webcast atwww.virtualshareholdermeeting.com/STT2020. Holding the annual meeting of shareholders in person could pose a risk to the health and safety of our shareholders, employees and directors, and as a result, we have decided to hold the annual meeting virtually. 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 communicate with you as shareholders, and for you to communicate with us, on important topics such as our performance, corporate governance, the effectiveness of the Board of Directors and executive compensation. 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. 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. We urge you to vote regardless of the number of shares you hold. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience. Your vote is very important to us.

In 2017, we celebrated our 225th anniversary—225 years since John Hancock signed into existence State Street’s earliest ancestor. Since that time, a lot has changed at State Street. We became the custodian for the first mutual fund, created the world’s first exchange traded fund, placed the Fearless Girl statue in the middle of New York’s financial district and expanded across countries and continents. What has remained constant is our ability to change and evolve to stay ahead of our clients’ needs and industry demands, and that is what defines our way ahead.

In our most recent year, we achieved our financial targets and continued to generate strong shareholder returns. Revenue, fee revenue, earnings per share and return on average common equity all exceeded 2016 results. Our financial results reflect increased demand from clients, continued strength across our asset management and servicing businesses and prudent expense management, as well as growing global equity markets and rising interest rates. In addition to our positive financial performance, we continued to make substantial progress against our four strategic priorities of strengthening our foundation, delivering highly valued services and solutions to our clients, engaging our people and driving our strategy.

We look forward to seeing you at the annual meeting. Your continued interest in State Street is very much appreciated.

 

Sincerely,

LOGO

LOGO

 

PLEASE NOTE: If you plan to attend the meeting, please allow time for registration and security clearance. You will be asked to present valid picture identification acceptable to our security personnel, such as a driver’s license or passport. If your State Street shares are held in “street name” through a broker, bank or other nominee, you should also bring proof of beneficial ownership (for further details, see “Meeting Admission” in the attachedNotice of State Street Corporation 2018 Annual Meeting of Shareholders).For security purposes, you and your bags are subject to search prior to your admittance to the meeting, and no cameras, recording equipment, mobile phones or other electronic devices, large bags or packages are permitted in the meeting. Publicfee-based parking is available at State Street’s headquarters at One Lincoln Street (entrance from Kingston Street). Other publicfee-based parking near One Lincoln Street is available at the Hyatt Hotel (entrance from Avenue de LaFayette). South Station is the closest MBTA station to One Lincoln Street.

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900


LOGO

NOTICE OF STATE STREET CORPORATION 2018 ANNUAL MEETING OF SHAREHOLDERS

Date

May 16, 2018

Time

9:00 a.m., Eastern Time

Place

One Lincoln Street, 36th Floor, Boston, Massachusetts

Purpose1.

To elect 10 directors

2.

To approve an advisory proposal on executive compensation

3.

To amend the Articles of Organization to implement a majority voting standard for specified corporate actions

4.

To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2018

5.

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 9, 2018, 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, please allow time for registration and security clearance. You will be asked to present valid picture identification acceptable to our security personnel, such as a driver’s license or passport. If your State Street shares are held in “street name” through a broker, bank or other nominee, your name does not appear on our list of shareholders, and these proxy materials are being forwarded to you by your broker, bank or other nominee. If you hold in “street name” and wish to attend the annual meeting, in addition to a valid form of picture identification, you will be required to present a letter or account statement showing that you were a beneficial owner of our shares on the record date. For security purposes, you and your bags are subject to search prior to your admittance to the meeting. In addition, cameras, recording equipment, mobile phones or other electronic devices, large bags or packages will not be permitted in the meeting.

Voting by Proxy

Please submit a proxy card or, for shares held in “street name,” 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 vote electronically 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 voting. 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,
Jeffrey N. Carp
Secretary

April [], 2018


PROXY STATEMENT

SUMMARY INFORMATION

2018 Annual Meeting of Shareholders
Date:May 16, 2018
Time:9:00 a.m., Eastern Time
Place:

State Street’s corporate headquarters

One Lincoln Street, Boston, Massachusetts (36th floor)

Record date:

March 9, 2018

The proxy statement and annual report, and the means to vote electronically, are available atwww.proxyvote.com. To view this material, you must have available the16-digit control number located on the notice mailed on April [], 2018, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

For more information about the annual meeting, see “General Information About the Annual Meeting.”

Voting Matters and Recommendations

Item

Board Recommendation

Election of Directors (see “Item 1—Election of Directors”)

FOREach Nominee

Sincerely,

Advisory Proposal on 2017 Executive CompensationFOR
(see “Item 2—Approval of Advisory Proposal on Executive Compensation”)

Amendment to Implement a Majority Voting Standard for Specified Corporate ActionsFOR
(see “Item 3—Amendment to Articles of Organization to Implement a Majority Voting Standard for Specified Corporate Actions”)

Ratification of Ernst & Young LLP as Independent Registered PublicFOR
Accounting Firm for 2018 (see “Item 4—Ratification of the Selection of the Independent Registered Public Accounting Firm”)



i

STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111


The summary below provides general information about State Street Corporation, referred to as State Street, 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 2017 annual report onForm 10-K. Our 2017 annual report on Form10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC.

About State Street

State Street Corporation 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, 2017, we had consolidated total assets of $238.43 billion, consolidated total deposits of $184.90 billion, consolidated total shareholders’ equity of $22.32 billion and 36,643 employees. We operate in more than 100 geographic markets worldwide, including the U.S., Canada, 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 $33.12 trillion of assets under custody and administration and $2.78 trillion of assets under management as of December 31, 2017. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.

In 2017, we continued to focus on four strategic priorities: strengthen our foundation, deliver highly valued services and solutions to our clients, engage our people and drive our strategy. We performed well against our strategic priorities and achieved our financial results—with revenue, fee revenue, earnings per share and return on average common equity exceeding 2016 results—all while maintaining a strong capital position, returning value to shareholders and continuing to manage expenses. Below are summary highlights of our 2017 consolidated corporate financial performance. Additional performance indicators are presented in “Compensation Discussion and Analysis—Executive Summary—2017 Corporate Performance Highlights.”

Financial Performance Highlights

Consolidated Financial Performance

 

  ($ In millions, except per share data)

  

2017

 

   

2016

 

   

% Change

 

 

 

  Revenue

 

  $

 

11,170

 

 

 

  $

 

10,207

 

 

 

   

 

9.4%   

 

 

 

 

  Total fee revenue

 

  

 

 

 

 

8,905

 

 

 

 

  

 

 

 

 

8,116

 

 

 

 

  

 

 

 

 

9.7%   

 

 

 

 

 

  Diluted earnings per share (EPS)

 

  

 

 

 

 

5.24

 

 

 

 

   4.97    5.4%    

 

  Return on average common equity (ROE)

   10.6%    10.5%    1.0%    

 

Total Shareholder Return (TSR)

 

      
    

State Street

 

   

S&P

Financial Index

 

   

Peer

Group Median(1)

 

 

  1-Year TSR

 

 

  

 

 

 

 

27.83

 

 

 

  

 

 

 

 

22.14

 

 

 

  

 

 

 

 

16.00

 

 

 

  3-Year TSR

 

   

 

31.90

 

 

   

 

47.58

 

 

   

 

39.13

 

 

(1)

Based on our12-firm compensation peer group; for more information on our compensation peer group see the heading, “Executive Compensation—Compensation Discussion and Analysis—Other Elements of Our Process—Peer Group and Benchmarking.”



ii


Board Composition Summary

Listed in the table below are the current members of State Street’s Board of Directors

Director Nominee

 Examining LOGO

 and Audit 

 Executive 

 Executive 

 Compensation 

 Nominating 

 and Corporate 

 Governance 

 Risk  Technology 

Kennett F. Burnes*L

Retired Chairman, President and Chief Executive Officer, Cabot Corporation

LOGOLOGOLOGOLOGO

Patrick de Saint-Aignan*

Retired Managing Director and Advisory Director, Morgan Stanley

LOGOLOGO

Lynn A. Dugle*

Chief Executive Officer and Chairman, Engility Holdings, Inc.

LOGOLOGOLOGO

Amelia C. Fawcett*

Deputy Chairman, Kinnevik AB

LOGOLOGOLOGO

William C. Freda*

Retired Senior Partner and Vice Chairman, Deloitte, LLP

LOGOLOGOLOGO

Linda A. Hill*

Wallace Brett Donham Professor of Business Administration, Harvard Business School

LOGOLOGOLOGO

Joseph L. Hooley

Chairman and Chief Executive Officer, State Street Corporation

LOGOLOGO

Sean O’Sullivan*

Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc

LOGOLOGOLOGO

RichardRonald P. Sergel*

Retired President and Chief Executive Officer, North American Electric Reliability Corporation

LOGOLOGOLOGOLOGO

Gregory L. Summe*

Managing Partner and Founder, Glen Capital Partners, LLC

LOGOLOGOLOGO

LOGO =Member            LOGO =Chair            *=Independent            L=Lead Director

Director Qualifications and Skills

State Street believes that our Board of Directors should have a diversity of qualifications, skill sets and experience that, when taken as a whole, best serve our company and our shareholders. Each of our directors has one or more of the following qualifications, skills or experience:

     Financial Industry

CEO Experience

Leadership

    Governance

Risk Management

International  or Global Experience

Legal and Regulatory Compliance

Audit

Technology

Cyber Security

Operations

Accounting



iii


Corporate Governance Summary

Our Board of Directors 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 is a summary of our corporate governance standards:

LOGO

For more information about State Street’s corporate governance practices, see “Corporate Governance at State Street.”

Corporate Responsibility

State Street’s commitment to social and environmental responsibility and our belief in giving back to the communities in which we live and work are critical to 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 firmly believe in the principles of sound governance and to helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We believe we have a responsibility to enrich our communities, and to be a leader in environmental sustainability, both in the way we carry out our operations and in the products and services we offer. Corporate responsibility highlights and achievements for 2017 include the following:

LOGO



iv


Overview of 2017 Executive Compensation Program

Sound Compensation and Corporate Governance Practices

State Street develops and implements a compensation program for our Named Executive Officers, or NEOs, and other executive officers with the goals of:

attracting, retaining and motivating superior executives

rewarding those executives for meeting or exceeding annual and long-term financial and strategic objectives

driving long-term shareholder value and financial stability

providing equal pay for work of equal value

achieving the preceding goals in a manner aligned with sound risk management and our corporate values

For each of our NEOs identified in the “Compensation Discussion and Analysis,” the Executive Compensation Committee, or Compensation Committee, determines the appropriate level of total compensation for the year. We engage our largest shareholders to understand their specific perspectives on our compensation and governance programs. For 2017, we held discussions with shareholders representing more than 30% of our outstanding common stock.

At State Street, compensation to our NEOs consists of two key elements:

Base Salary.Base salary is a fixed annual cash amount and is a relatively small portion of total compensation for our NEOs

Incentive Compensation. Incentive compensation is a variable amount, comprising both equity-based elements, awarded as a long-term incentive, and cash-based elements, awarded as an annual incentive both in immediate and deferred cash. The Compensation Committee believes a significant amount of incentive compensation should take the form of both deferred awards and equity awards. Therefore, to emphasize long-term performance, a high percentage of each NEO’s total incentive compensation is delivered as an equity-based long-term incentive and a portion of the annual incentive is deferredO’Hanley

 

LOGO

LOGO

For more information about executive compensation at State Street, see “Executive Compensation.”



v


TABLE OF CONTENTS

SUMMARY INFORMATION

i

CORPORATE GOVERNANCE AT STATE STREET

1

Governance Guidelines and Independence

1

Standards of Conduct

2

Composition of the Board and Director Selection Process

2

Board Leadership Structure

4

Meetings of the Board of Directors and Annual Shareholder Meeting

5

Committees of the Board of Directors

5

Non-Employee Director Compensation

8

Related Person Transactions

10

ITEM 1 – ELECTION OF DIRECTORS

12

EXECUTIVE COMPENSATION

23

Compensation Discussion and Analysis

23

Compensation Committee Report

46

Alignment of Incentive Compensation and Risk

47

Summary Compensation Table

49

CEO Pay Ratio Disclosure

51

2017 Grants of Plan-Based Awards

52

Outstanding Equity Awards at FiscalYear-End 2017

54

2017 Option Exercises and Stock Vested

55

2017 Pension Benefits

56

2017 Nonqualified Deferred Compensation

58

Potential Payments upon Termination or Change of Control as of December 31, 2017

60

ITEM 2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

67

ITEM  3 – AMENDMENT TO ARTICLES OF ORGANIZATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR SPECIFIED CORPORATE ACTIONS

68

EXAMINING AND AUDIT COMMITTEE MATTERS

69

Examining and Audit CommitteePre-Approval Policies and Procedures

69

Audit andNon-Audit Fees

69

Report of the Examining and Audit Committee

69

ITEM  4 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

71

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

72

Questions and Answers About Voting

72

Other Matters

75

Proposals and Nominations by Shareholders

75

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

76

Section 16(a) Beneficial Ownership Reporting Compliance

77

APPENDIX A:EXCERPT FROM STATE STREET’S CORPORATE GOVERNANCE GUIDELINES

A-1

APPENDIX B:PROPOSED AMENDMENT AND RESTATEMENT OF ARTICLE 6 OF STATE STREET ARTICLES OF ORGANIZATION

B-1

vi


2018 NOTICE OF MEETING AND PROXY STATEMENT   

LOGO

CORPORATE GOVERNANCE AT STATE STREET

State Street is a financial holding company whose principal subsidiary is State Street Bank and Trust Company, or State Street Bank or the Bank. State Street and the Bank are each organized under the laws of the Commonwealth of Massachusetts. In accordance with Massachusetts law and State Street’sby-laws, our Board of Directors has responsibility for overseeing the conduct of our business. 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.

Governance Guidelines and Independence

State Street’s Board of Directors, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines, or the Guidelines. Among other things, the Guidelines describe the role of the Board of Directors, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director. The Guidelines also contain categorical standards for determining director independence under New York Stock Exchange, or NYSE, listing standards. In general, a director would not be independent under these standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, specified relationships or affiliations with State Street, its external or internal auditors or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street—other than director fees—and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached asAppendix A to this proxy statement. The full Guidelines are available under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com. In addition to the Guidelines, the charters for each principal committee of the Board are also available in the same location on our website. Except as may be specifically incorporated by reference in this proxy statement, information on our website is not part of this proxy statement.

LOGO

Pursuant to the Guidelines, the Board undertook a review of director independence in early 2018. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Guidelines, the purpose of the director independence review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that all of ournon-management directors meet the categorical standards for independence under the Guidelines, have no material relationship with State Street (other than the role of director) and satisfy the qualifications for independence under listing standards of the NYSE. The Board had previously determined in 2017 that Ronald L. Skates and Thomas J. Wilson, who served on the Board

STATE STREET CORPORATION    1


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

during 2017, were independent. In making the independence determinations in 2018, the Board considered that the below identified individuals, or their respective family members, have the following relationships or arrangements that are deemed to be immaterial under the categorical standards for independence included in the Guidelines:

commercial or charitable relationships with an entity for which the State Street director or family member serves as anon-employee director, and with respect to which the director was uninvolved in negotiating such relationship (Ms. Hill and Messrs. Burnes, de Saint-Aignan and Freda)

commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to or from the entity are equal to or less than the greater of $1 million or 2% of the consolidated gross annual revenues of the other entity during the most recent completed fiscal year (Ms. Hill and Mr. Freda)

In 2017, none of these commercial or charitable relationships with affiliated entities involved amounts paid or received by State Street exceeding 1.7% of State Street’s annual gross revenue or the greater of $1 million or 0.6% of the affiliated entity’s annual gross revenue.

Standards of Conduct

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our business. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer), as required by the Sarbanes-Oxley Act and SEC rules. Each of these documents is available under the “Corporate Governance” section in the “For Our Investors” section of our website at www.statestreet.com. Only our Board may grant a waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers, and any waivers will be posted under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com.

Composition of the Board and Director Selection Process

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity, specific business background and global or international experience, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole.

LOGO

On an annual basis, the Nominating and Corporate Governance Committee assesses each director’s contributions to the overall effectiveness of the Board. The Committee also evaluates the experience, qualifications and attributes of each director and

2    STATE STREET CORPORATION


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

recommends to the Board the director nominees that should stand for election at the next annual meeting. Based on this evaluation, the Board believes that individually each of the nominees has had substantial achievement in his or her personal and professional pursuits and has talents, experience and integrity that will contribute to the best interests of State Street and to long-term shareholder value, and the nominees as a group possess the skill sets, specific business background and global or international experience that the Board desires. The director nominee biographies set forth in this proxy statement under the heading “Item 1—Election of Directors” indicate each nominee’s qualifications, skills, experience and attributes that led the Board to conclude he or she should serve as a director of State Street.

In carrying out its responsibility to find the best qualified candidates for directors, the Nominating and Corporate Governance Committee will consider proposals for nominees from a number of sources, including recommendations from shareholders submitted upon written notice to the Chair of the Nominating and Corporate Governance Committee, c/o the Office of the Secretary of State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile number(617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent with the above criteria used by the Board for director candidates.

By following the procedures set forth under “General Information About the Annual Meeting—Proposals and Nominations by Shareholders,” shareholders also have the right under ourby-laws to directly nominate director candidates and, in certain circumstances, to have their nominees included in State Street’s proxy statement.

The Nominating and Corporate Governance Committee’s process for identifying and evaluating candidates includes actively seeking to identify qualified individuals by reviewing lists of possible candidates and considering proposals from a number of sources, such as members of the Board, members of management, employees, shareholders and industry contacts. The Committee’s charter grants it the authority to retain search firms to assist in conducting this search. Upon identifying a possible candidate, from whatever source, the Committee makes an initial evaluation as to whether the individual would qualify under the criteria used by the Board for director candidates. A candidate who passes the initial evaluation is then further evaluated through a process which may include obtaining and examining the individual’s resume, speaking with the person who has recommended the individual, speaking with others who may be familiar with the individual, interviews by members of the Board and the Nominating and Corporate Governance Committee with the individual, discussion at the Committee level of the individual’s possible contribution to State Street and, if appropriate, voting on the individual as a candidate. The Committee evaluates possible nominees for director without regard to whether an individual is recommended by a shareholder or otherwise.

Annual Board and Committee Evaluations

On an annual basis, the Board of Directors and each committee conducts an annual self-evaluation of its performance and effectiveness. Directors complete a questionnaire evaluating the Board and each committee they serve on, specifically focusing on areas of potential improvement. The overall performance of the Board—including its contributions to the Company—and a compilation of director responses is reviewed and discussed by the Nominating and Corporate Governance Committee and the Board. Similarly, the performance of each committee, along with specific committee member responses, is reviewed and discussed by the respective committee. The Nominating and Corporate Governance Committee further assesses whether each of the Examining and Audit Committee, Executive Compensation Committee, Risk Committee, Nominating and Corporate Governance Committee and Technology Committee has a functioning self-evaluation process and reports its findings to the Board.

Diversity

State Street does not have a formal policy with respect to diversity but, taken as a whole, strives to have a Board that reflects the diversity (in terms of a number of characteristics including gender, race, national origin, age and tenure on the Board) of State Street’s key stakeholders and of the various communities in which we operate. Presently, the Nominating and Corporate Governance Committee and the Board believe the composition of the Board, which currently reflects a range of personal and professional backgrounds, experiences and other characteristics, is reflective of this diversity. As noted above, the Nominating and Corporate Governance Committee includes diversity as a consideration in making its recommendations for nominees for director. The Committee, however, does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination.

STATE STREET CORPORATION    3


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Board Leadership Structure

State Street has adopted a leadership structure that includes an independent Lead Director of the Board. This position is currently held by Kennett F. Burnes. Mr. Burnes was elected Lead Director to serve aone-year term as the presiding director of the independent directors of the Board (all directors, except for Mr. Hooley) in May 2017. Mr. Burnes has served in this capacity for eight annual terms. On November 7, 2017, State Street announced that Joseph L. Hooley will retire as Chief Executive Officer by the end of 2018 and will remain as a director and Chairman of the Board of Directors throughout 2019. Ronald P. O’Hanley will succeed Mr. Hooley as State Street’s Chief Executive Officer upon Mr. Hooley’s retirement.

Our Guidelines provide that any director who reaches the age of 75 will retire from the Board by the end of his or her then current term. The Board waived this requirement for our Lead Director, Mr. Burnes, who turned 75 in February 2018, so that he may continue, ifre-elected, as Lead Director until the 2019 annual meeting. The Board took this action to maintain continuity in the Lead Director position during the Company’s CEO transition described above.

LOGO

Mr. Hooley, as State Street’s Chairman of the Board, presides at all meetings of the Board at which he is present. The Chairman works with the independent Lead Director in setting Board agendas and coordinating other Board activities. The Nominating and Corporate Governance Committee coordinates the annual Lead Director nomination and election process. The Committee conducts a review of the current Lead Director by soliciting feedback from members of the Board, and based upon the review, recommends that the Board of Directors elect a member of the Board as its Lead Director to serve for aone-year term. The Board of Directors believes that Mr. Hooley’s role as Chairman and Mr. Burnes’ role as Lead Director is the most effective leadership structure for State Street at this time and is in the best interests of the Board, State Street and its shareholders. Among the factors considered by the Board in determining that this leadership structure continues to be the most appropriate are:

as our Chief Executive Officer, and with his extensive work history in different roles at State Street, Mr. Hooley is more familiar with our business and strategy than an independent,non-management Chairman would be, and is thus better positioned to focus our Board’s agenda on the key issues facing State Street

a single Chairman and Chief Executive Officer provides strong, consistent and accountable leadership for State Street, without risking overlap or conflict of roles

oversight of State Street is the responsibility of our Board as a whole, and this responsibility can be properly discharged without an independent Chairman

the Chairman and our Lead Director work together to play a strong and active role in the oversight of State Street’s leadership

4    STATE STREET CORPORATION


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Communication with the Board of Directors

Shareholders and interested parties who wish to contact the Board of Directors or the Lead Director should address correspondence to the Lead Director in care of the Secretary. The Secretary will review and forward correspondence to the Lead Director or appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111-2900


LOGOApril 8, 2020

NOTICE OF STATE STREET CORPORATION 2020 ANNUAL MEETING OF SHAREHOLDERS

Date

May 20, 2020

Time

9:00 a.m., Eastern Time

Location


Virtual annual meeting of shareholders conducted via live audio webcast at:
www.virtualshareholdermeeting.com/STT2020

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, 2020
4.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 11, 2020, as the record date for
determining shareholders entitled to notice of and to vote at the meeting.

Meeting Admission







If you wish to attend the annual meeting online, please enter the 16-digit control number
included in your notice of Internet availability of the proxy materials or your proxy card, or by
following 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 atwww.virtualshareholdermeeting.com/STT2020. To access
such list of registered holders beginning April 10, 2020 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 vote electronically 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
voting. 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,

Jeffrey N. Carp

Secretary


STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

Proxy Statement

Summary Information

2020 Annual Meeting of Shareholders
Date:May 20, 2020
Time:9:00 a.m., Eastern Time
Location:Virtual annual meeting of shareholders conducted via live audio webcast at:www.virtualshareholdermeeting.com/STT2020
Record date:March 11, 2020

The proxy statement and annual report, and the means to vote electronically prior to the annual meeting, are available atwww.proxyvote.com. To view this material, you must have available the16-digit control number located on the notice mailed beginning on April 8, 2020, 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

ItemBoard Recommendation

Election of Directors (see “Item 1—Election of Directors”)

FOR Each Director

Advisory Proposal on 2019 Executive Compensation

(see “Item 2—Approval of Advisory Proposal on Executive Compensation”)

FOR
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2020 (see “Item 3—Ratification of the Selection of the Independent Registered Public Accounting Firm”)FOR

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 2019 annual report onForm 10-K. Our 2019 annual report on Form10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC.

State Street Corporation

i


About State Street

State Street Corporation 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, 2019, we had consolidated total assets of $245.61 billion, consolidated total deposits of $181.87 billion, consolidated total shareholders’ equity of $24.43 billion and over 39,000 employees. We operate in more than 100 geographic markets worldwide, including the U.S., Canada, 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 $34.36 trillion of assets under custody and/or administration and $3.12 trillion of assets under management as of December 31, 2019. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.

2019 began with significant industry challenges, including financial market weakness, falling interest rates and increased client fee pricing pressure, and our GAAP-basis revenue,pre-tax margin, diluted earnings per share (EPS) and return on average common equity (ROE) all decreased in 2019 from 2018. In the face of these headwinds, we acted aggressively to stabilize revenues and reduce expenses and made progress on key business objectives. Actions included:

strengthening our value proposition to clients, including the ongoing build-out of ourfront-to-back State Street AlphaSM platform

successfully executing a firm-wide expense savings program that exceeded initial targets and resulted in approximately $415 million in gross expense savings during 2019

reorganized the leadership of our multi-regional international business under a single executive to further our growth objectives

Due to these actions and the steady recovery of U.S. average market levels in 2019,our financial results in the second half of the year improved relative to the first half of the year. On a GAAP basis, second half total revenue increased by approximately 3%, total fee revenue was up approximately 2% and EPS increased approximately 7% relative to the first half of the year. With regard to risk management performance, we made progress on initiatives to improve our financial risk posture, but did not achieve desired non-financial risk improvement. While we know more is required for us to advance our overall performance, we are nonetheless confident in the trajectory of our business and focused on continuing to improve our performance. The performance metrics used in our executive compensation programs are linked to the below financial results presented on anon-GAAP basis.

Financial Performance

Consolidated Financial Performance, excluding notable items,non-GAAP(1)

($ In millions, except per share data)

    

2019

     

2018

     

Change

 

Total fee revenue

    

 

$9,147

 

    

 

$9,462

 

    

 

(3.3

)% 

Total revenue

    

 

11,712

 

    

 

12,139

 

    

 

(3.5

)% 

Expenses

    

 

8,675

 

    

 

8,625

 

    

 

0.6

Pre-tax margin

    

 

25.8%

 

    

 

28.8%

 

    

 

(300

) bps 

EPS

    

 

6.17

 

    

 

7.21

 

    

 

(14.4

)% 

ROE

    

 

10.8%

 

    

 

13.7%

 

    

 

(290

) bps 

State Street Corporation

ii


($ In millions, except per share data)  2H 2019   1H 2019   Change 

Total fee revenue

  $4,627   $4,520    2.4

Total revenue

   5,907    5,805    1.8

Expenses

   4,263    4,412    (3.4)

Pre-tax margin

   27.7%    23.9%    380 bps 

EPS

   3.48    2.69    29.4

ROE

   11.9%    9.7%    220 bps 

(1)

Financial results are presented on anon-GAAP basis.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. For a reconciliation ofnon-GAAP measures presented in this proxy statement, seeAppendix C.

State Street’s 2019 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2019 annual report on Form10-K, which accompanies this proxy statement and was previously filed with the SEC.

State Street Corporation

iii


Director Nominees

We believe that our Board members should have complementary skills and qualifications that form a depth of broad and diverse experiences. We are intent on maintaining the Company’s reputation for quality, integrity and high ethical standards and 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 2020 annual meeting of shareholders.

Director Nominee      Principal OccupationOther Public Company
Boards (#)
State Street Board Roles
and Memberships

Marie A. Chandoha*D

Director Since 2019

Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc.None

•  Examining and Audit Committee

•  Technology and Operations Committee

Patrick de Saint-Aignan*

Director Since 2009

Retired Managing Director and Advisory Director,

Morgan Stanley

None

•  Examining and Audit Committee

•  Executive Committee

•  Risk Committee (Chair)

Lynn A. Dugle*

Director Since 2015

Retired Chief Executive Officer and Chairman, Engility Holdings, Inc.2

•  Examining and Audit Committee

•  Executive Committee

•  Technology and Operations Committee (Chair)

Amelia C. Fawcett*

Director Since 2006

Chairman, Kinnevik AB1

•  Lead Director

•  Executive Committee

•  Human Resources Committee

William C. Freda*

Director Since 2014

Retired Senior Partner and Vice Chairman, Deloitte, LLPNone

•  Examining and Audit Committee (Chair)

•  Executive Committee

•  Risk Committee

Sara Mathew*

Director Since 2018

Retired Chairman and Chief Executive Officer, The Dun & Bradstreet Corporation2

•  Nominating and Corporate Governance Committee

•  Risk Committee

William L. Meaney*

Director Since 2018

President, Chief Executive Officer and Director, Iron Mountain Inc.1

•  Human Resources Committee

•  Technology and Operations Committee

Ronald P. O’Hanley

Director Since 2019

Chairman, President and Chief Executive Officer, State Street Corporation1

•  Chairman

•  Executive Committee (Chair)

•  Risk Committee

•  Technology and Operations Committee

Sean O’Sullivan*

Director Since 2017

Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plcNone

•  Risk Committee

•  Technology and Operations Committee

Richard P. Sergel*

Director Since 1999

Retired President and Chief Executive Officer, North American Electric Reliability Corporation1

•  Examining and Audit Committee

•  Executive Committee

•  Human Resources Committee (Chair)

•  Nominating and Corporate Governance Committee

Gregory L. Summe*

Director Since 2001

Managing Partner and Founder, Glen Capital Partners, LLC1

•  Executive Committee

•  Human Resources Committee

•  Nominating and Corporate Governance Committee (Chair)

*=Independent         D=First-Time Nominee

State Street Corporation

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. In addition to adhering to the Investor Stewardship Group’s Corporate Governance Framework, as highlighted inAppendix B, the following summarizes our corporate governance standards:

LOGOLOGOLOGO
Board of DirectorsShareholders Rights and EngagementStrategy, Compensation and Risk

•   10 of 11 director nominees are independent

•   Annual director elections

•   Annual assessment of effectiveness and qualifications of each director nominee

•   36% of director nominees are women

•   Active independent Lead Director elected annually by all independent directors

•   Board and committees meet regularly in executive session without management present

•   At least 75% attendance by each director at Board and committee meetings

•   Directors are elected by a majority of votes cast in uncontested election and by plurality vote in contested elections

•   Active shareholder engagement program

•   No poison pill

•   Proxy accessby-law allows shareholders to include director nominees in State Street’s proxy materials

•   No supermajority vote requirements relating to common stock

•   Board and Committee oversight of:

–   strategy, financial performance, ethics and risk management

–   CEO and management succession planning

–   alignment of culture and human capital management with strategy and long-term objectives

•   Directors and executive officers are subject to stock ownership guidelines and are prohibited from short selling, options trading, hedging or speculative transactions in State Street securities

•   Incentive compensation subject to clawback, forfeiture and ex ante mechanisms

•   Monitor material activities and practices on ESG matters

Information about State Street’s corporate governance practices, is described under the heading “Corporate Governance at State Street.”

State Street Corporation

v


Corporate Responsibility

State Street’s commitment to social and environmental responsibility and our belief in giving back to the communities in which we live and work are critical to 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 firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We believe we have a responsibility to enrich our communities, and to be a leader in environmental sustainability, both in the way we carry out our operations and in the products and services we offer, and the Board monitors activities and practices on ESG related matters. Corporate responsibility highlights and achievements for 2019 include the following:

LOGO

Leadership and Governance data is as of April 8, 2020. All other data is as of December 31, 2019.

State Street Corporation

vi


Overview of 2019 Executive Compensation Program

Sound Compensation and Corporate Governance Practices

State Street develops and implements a compensation program for our Named Executive Officers, or NEOs, and other executive officers, which aims to:

attract, retain and motivate superior executives and drive strong leadership behaviors

reward those executives for meeting or exceeding individual and company financial and business 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

For each of our NEOs identified in the “Compensation Discussion and Analysis,” the Human Resources Committee, which was previously the Executive Compensation Committee, determines the appropriate level of total compensation for the year. We engage with our largest shareholders to understand their perspectives on our compensation and governance programs. For 2019, we engaged or requested engagement with shareholders representing more than half of our outstanding common stock.

The Committee evaluates individual compensation for our NEOs and other executive officers by looking at total direct compensation, consisting of base salary and incentive compensation. The Committee evaluates base salary and incentive compensation levels at least annually.

Base Salary.Base salary is a relatively small portion of total compensation for the NEOs.

Incentive Compensation Targets. The Committee establishes incentive compensation targets for our NEOs each year. The targets are based on each executive’s role and responsibilities, performance trend, competitive and market factors and internal equity.

LOGO

What We Do

•   Long-term performance-based equity awards in the form of performance-based RSUs

•   Significant deferred equity- and cash-based incentive compensation

•   Active engagement with shareholders on compensation and governance issues

•   Close interaction between the Human Resources Committee and our Risk Committee and Examining and Audit Committee

•   Independent compensation consultant

•   Clawback and forfeiture provisions to permit recoupment of incentive compensation

•   “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-compete and other restrictive covenants

•   Annual review of incentive compensation design for alignment with risk management principles

LOGO

What We Do Not Do

•   Nochange-of-control excise taxgross-up

•   No “single-trigger”change-of-control vesting or cash payments

•   No option repricing

•   No short-selling, options trading, hedging or speculative transactions in State Street securities

•   No taxgross-ups on perquisites(1)

•   No multi-year guaranteed incentive awards

(1)

Excluding certain international assignment and relocation benefits.

More information about executive compensation at State Street is described under the heading “Compensation Discussion and Analysis.”

State Street Corporation

vii


Table of Contents

SUMMARY INFORMATION

i

LETTER FROM OUR LEAD DIRECTOR

1

CORPORATE GOVERNANCE AT STATE STREET

2

Governance Guidelines and Independence

2

Standards of Conduct

3

Board Composition

3

Board Leadership Structure

7

Meetings of the Board of Directors and Annual Meeting of Shareholders

9

Committees of the Board of Directors

9

Non-Employee Director Compensation

11

Related Person Transactions

14

ITEM 1 – ELECTION OF DIRECTORS

16

EXECUTIVE COMPENSATION

24

Compensation Discussion and Analysis

24

Human Resources Committee Report

48

CEO Pay Ratio Disclosure

48

Alignment of Incentive Compensation and Risk

48

Summary Compensation Table

51

2019 Grants of Plan-Based Awards

54

Outstanding Equity Awards at Fiscal Year-End, December 31, 2019

57

2019 Stock Vested

59

2019 Pension Benefits

59

2019 Nonqualified Deferred Compensation

61

Potential Payments upon Termination or Change of Control as of December 31, 2019

63

ITEM  2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

69

EXAMINING AND AUDIT COMMITTEE MATTERS

70

Examining and Audit CommitteePre-Approval Policies and Procedures

70

Audit andNon-Audit Fees

70

Report of the Examining and Audit Committee

71

ITEM  3 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

72

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

73

Questions and Answers About Voting

73

Other Matters

76

Proposals and Nominations by Shareholders

76

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

77

Beneficial Owners

77

Management

78

Delinquent Section 16(a) Reports

79

NOTICE OF AMENDMENT OF BY-LAWS

79

APPENDIX A: EXCERPT FROM STATE STREET’S CORPORATE GOVERNANCE GUIDELINES

A-1

APPENDIX B: STATE STREET’S GOVERNANCE STANDARDS RELATIVE TO THE INVESTOR STEWARDSHIP GROUP’S CORPORATE GOVERNANCE FRAMEWORK

B-1

APPENDIX C: RECONCILIATION OFNON-GAAP MEASURES

C-1

State Street Corporation

viii


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

To our shareholders:

It is my privilege to serve as State Street’s independent Lead Director, and on behalf of the entire Board, I would like to thank all of you for investing in State Street.

2019 was a year of change for State Street as the Board completed its important responsibility of CEO and leadership succession planning by appointing Ron O’Hanley as Chief Executive Officer in January 2019, followed by my election in May to serve as independent Lead Director. In December, the Board appointed Ron as Chairman, after careful assessment and review of our Board leadership structure. This structure includes my role as independent Lead Director, which is similar to that of an independent Chair at many firms and includes my responsibilities to preside over Board meetings when the Chairman is not present, oversee Board and committee agendas, attend all committee meetings and work closely with the CEO. We are at a pivotal moment in State Street’s evolution, and I and the independent directors are thoughtfully engaging with Ron and his management team to oversee the implementation of our strategy and to maintain a focus on delivering long-term value for our shareholders.

In doing so, the Board is committed to strong corporate governance practices and in maintaining State Street’s reputation for quality, integrity and high ethical standards. The Board is assisted in this by our Corporate Governance Guidelines. These Guidelines define director qualification and independence standards, expectations for the Lead Director, pathways to communicate with the Board and other processes. In addition, they identify specific functions of the Board. These include reviewing the alignment of State Street’s culture with its strategy and monitoring its material activities and practices regarding environmental, social and governance matters, in addition to more traditional business and management oversight responsibilities.

As one of the largest servicers and managers of assets in the world, State Street understands the importance of effective, independent board leadership. As part of our commitment to effective governance, the Board actively evaluates its composition to reflect a balanced combination of skills, experience and diverse perspectives. In October 2019, we added to the strength and breadth of the Board with the election of Marie A. Chandoha, retired President and CEO of Charles Schwab Investment Management. As Marie joins the Board, my predecessor in the role of Lead Director, Ken Burnes, will not be standing for reelection this year. In his 17 years as a member of the Board, Ken has exemplified leadership, acumen and commitment to the Company and its shareholders, overseeing State Street’s navigation through growth and transformation. The Board and I especially thank him for his strength and dedication.

Once again, on behalf of the Board, I want to thank you for your continued support and interest in State Street and we look forward to the 2020 Annual Meeting of Shareholders.

Sincerely,

LOGO

Amelia C. Fawcett

Lead Director

State Street Corporation

1


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 20, 2020

The proxy statement and annual report, and the means to vote electronically, are available at www.proxyvote.com. To view this material, you must have available the16-digit control number located on the notice mailed on April 8, 2020, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

Corporate Governance at State Street

Governance Guidelines and Independence

State Street’s Board of Directors, or Board, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines, or the Guidelines. Among other things, the Guidelines describe the role of the Board, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director. The Guidelines also contain categorical standards for determining director independence under New York Stock Exchange, or NYSE, listing standards. In general, a director would not be independent under these standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, specified relationships or affiliations with State Street, its external or internal auditors or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street—other than director fees—and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached asAppendix A to this proxy statement. The full Guidelines are available under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com. In addition to the Guidelines, the charters for each principal committee of the Board are available in the same location on our website. State Street also follows the governance standards relative to the Investor Stewardship Corporate Governance Group’s (ISG) framework for U.S. listed companies. State Street’s alignment with the ISG framework is attached asAppendix B to this proxy statement.

Independent Director Governance

The independent directors meet in an executive session presided by the independent Lead Director at every regularly scheduled meeting of the Board and otherwise as needed

The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion. The regularity of these meetings fosters continuity for these discussions and allows for a greater depth and scope to the matters discussed

Pursuant to the Guidelines, the Board undertook its annual review of director independence in early 2020. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Guidelines, the purpose of the director independence review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that all of our directors, with the exception of Mr. O’Hanley, meet the categorical standards for independence under the Guidelines, have no material relationship with State Street (other than the role of director) and satisfy the qualifications for independence under listing standards of the NYSE.

In making the independence determinations in 2020, the Board considered that the below identified individuals, or their respective family members, have the following relationships or arrangements that are deemed to be immaterial under the categorical standards for independence included in the Guidelines:

commercial or charitable relationships with an entity for which the State Street director or family member serves as anon-employee director, and with respect to which the director was uninvolved in negotiating such relationship (Ms. Mathew and Messrs. Burnes and Freda)

commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to or from the entity are equal to or less than the greater of $1 million or 2% of the consolidated gross annual revenues of the other entity during the most recent completed fiscal year (Messrs. Freda and Meaney)

State Street Corporation

2


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

In 2019, none of these commercial or charitable relationships with affiliated entities involved amounts paid or received by State Street exceeding the greater of $1 million or 0.6% of the affiliated entity’s annual gross revenue.

Standards of Conduct

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our business. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer), as required by the Sarbanes-Oxley Act and SEC rules. Each of these documents is available under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com. Only our Board may grant a waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers, and any waivers will be posted under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com.

Board Composition

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity, specific business background and global or international experience, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole.

Director Nominee Characteristics and Qualifications

The Board expects all directors and director nominees to possess the following attributes or characteristics:

unquestionable business ethics, irrefutable reputation and superior moral and ethical standards

informed and independent judgment with a balanced perspective, financial literacy, mature confidence, high performance standards and incisiveness

ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with State Street’s operating and administrative procedures

a global vision of business with the ability and willingness to work closely with the other Board members

Taken as a whole, the Board expects one or more of its members to have the following skill sets, specific business background and global or international experience:

experience in the financial services industry

��

experience as a senior officer of a well-respected public company

experience as a senior business leader of an organization active in our key international growth markets

experience in key disciplines of significant importance to State Street’s overall operations

qualification as an audit committee financial expert

qualification as a risk management expert

State Street Corporation

3


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Annual Director Evaluations

The Nominating and Corporate Governance Committee annually assesses each director’s performance and contributions to the overall effectiveness of the Board. The Committee discusses each director and using the evaluation criteria illustrated below measures each director’s performance. Based on the results of the evaluation, the Board believes that each of the director nominees has substantial achievement in his or her personal and professional pursuits and has talents, experience, judgement and integrity that will contribute to the best interests of State Street and to long-term shareholder value. The nominees as a group possess the skill sets, specific business background and global or international experience that the Board desires. The director nominee biographies set forth in this proxy statement under the heading “Item 1—Election of Directors” indicate each nominee’s qualifications, skills, experience and attributes that led the Board to conclude he or she should serve as a director of State Street.

LOGO

Annual Board and Committee Self-Evaluation

In addition, the Board and each Board committee conducts an annual self-evaluation of its performance and effectiveness. Directors complete a questionnaire evaluating the Board and each committee on which they serve, specifically focusing on areas of potential improvement. The overall performance of the Board—including its contributions to State Street—and a compilation of director responses is reviewed and discussed by the Nominating and Corporate Governance Committee and by the full Board. Similarly, the performance of each committee, along with specific committee member responses, is reviewed and discussed by the respective committee. The Nominating and Corporate Governance Committee further assesses whether each of the Examining and Audit Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Risk Committee and Technology and Operations Committee has a functioning self-evaluation process and reports its findings to the Board. The Nominating and Corporate Governance Committee concluded, that for 2019, each of the respective committees had a functioning self-evaluation process.

State Street Corporation

4


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Director Identification and Selection Process

The Board regularly reviews its composition and size to evaluate its overall effectiveness and alignment with Company strategy. As part of this review, the Nominating and Corporate Governance Committee, in conjunction with the Board, establishes the desired criteria, skills and areas of expertise needed to continue to support the Board in advancing the Company’s businesses and strategy. Once the desired characteristics are established, the Committee reviews each director candidate. Illustrated below is an overview of the process used to identify the desired attributes and to select new candidates for the Board.

LOGO

Ms. Marie Chandoha is a first-time nominee for election as a director by shareholders at the 2020 annual meeting. Ms. Chandoha was first identified by a third-party search firm that was retained to identify potential director candidates. At the request of the Nominating and Corporate Governance Committee, the search firm first discussed with the members of the Committee the priority characteristics of a new director candidate, in light of the preferred individual and Board qualities discussed above. The search firm provided the Committee a list of candidates who were interested in State Street and who met the selection criteria, experience and characteristics, and the Chairman of the Board, Chair of the Nominating and Corporate Governance Committee and select members of the Committee and Board personally conducted interviews. The Board is nominating Ms. Chandoha as she meets several of the criteria identified by the Board for new directors, including Ms. Chanodha’s extensive leadership experience in the financial services industry and track record of transforming businesses. Both the Nominating and Corporate Governance Committee and the Board of Directors believes that Ms. Chandoha has the background and requisite experience to make significant contributions on many levels to State Street through her continued service as a director. Ms. Chandoha was deemed independent by the Board under the Corporate Governance Guidelines.

In carrying out its responsibility to identify the best qualified candidates for directors, the Nominating and Corporate Governance Committee will consider proposals for nominees from a number of sources, including recommendations from shareholders submitted upon written notice to the Chair of the Nominating and Corporate Governance Committee, c/o the Office of the Secretary of State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile number(617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent with the identified criteria.

By following the procedures set forth under “General Information About the Annual Meeting—Proposals and Nominations by Shareholders,” shareholders also have the right under ourby-laws to directly nominate director candidates and, in certain circumstances, to have their nominees included in State Street’s proxy statement.

State Street Corporation

5


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Director Nominee Qualifications, Diversity and Skills

We believe that our Board of Directors should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominating and Corporate Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds, gender, race, national origin and tenure of Board service. The Nominating and Corporate Governance Committee is committed to considering diversity in its director candidate recommendations. 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 directors brings to the Board a variety of qualifications and skills and, collectively, these qualifications form a depth of broad and diverse experiences that help the Board effectively oversee our activities and operations.

LOGO

State Street Corporation

6


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

Board Leadership Structure

Leadership Transition

During the past year, the Company completed its leadership transition. On January 1, 2019, Ronald P. O’Hanley assumed the role of Chief Executive Officer and effective January 1, 2020, he was appointed as Chairman of the Board. In addition to serving as Chairman and Chief Executive Officer, Mr. O’Hanley has served as President since November 2017.

Board Governance

State Street’s leadership structure includes an independent Lead Director of the Board. This position is currently held by Amelia C. Fawcett. Dame Amelia was elected Lead Director in May 2019 for a term that expires in May 2020.

As Chairman, Mr. O’Hanley presides at all meetings of the Board of Directors during which he is present and he works with the independent Lead Director to establish the agendas for these meetings and matters on which the Board will vote.

Role of the Independent Lead Director

Elected annually by the independent directors to serve aone-year term

Expected to participate in, and attend, meetings of all of the Board’s committees, providing valuable committee membership overlap to enable optimal agenda coordination, insight and consistency across all committees

Presides at all meetings of the Board during which the Chairman is not present, including all executive sessions of independent directors

Serves as a liaison between the Chairman and the independent directors

Authorized to call additional meetings of the independent directors

Conducts an annual process for reviewing the Chief Executive Officer’s performance and reports the results of the process to the other independent directors

Communicates with the Chairman to provide feedback and implement the decisions and recommendations of the independent directors

Represents the Board in discussions with stakeholders and communicates with regulators

Approves, in consultation with the Chairman, the agendas for Board meetings and information sent to the Board and the matters voted on by the full Board

State Street Corporation

7


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Board Leadership Review Process

The Nominating and Corporate Governance Committee coordinates the annual independent Lead Director nomination and election process. In addition, the Board of Directors reviews the Board leadership structure at least annually to assess and determine the appropriate structure for the Company. The Board values the flexibility to permit frequent review and determination of the appropriate leadership structure based on the opportunities and circumstances of the Company at any given time.

After the independent directors’ review and assessment, the Board of Directors believes that Mr. O’Hanley’s role as Chairman, together with a strong independent Lead Director, is currently the most effective leadership structure for State Street and is in the best interests of the Board, State Street and its shareholders.

Among the factors considered by the Board in determining that the current leadership structure is the most appropriate are:

as our Chief Executive Officer, and with his experience in various leadership roles at State Street, Mr. O’Hanley has extensive knowledge of our business and strategy and is well positioned to work with the independent Lead Director to focus our Board’s agenda on the key issues facing State Street

oversight of State Street is the responsibility of our Board as a whole, which maintains a majority of independent directors (10 out of 11 director nominees), and this responsibility can be properly discharged with a strong, active and engaged independent Lead Director

the Chairman and independent Lead Director work together to play a strong and active role in the oversight of State Street’s business strategy and operational management

Communication with the Board of Directors

Shareholders and interested parties who wish to contact the Board of Directors or the Lead Director should address correspondence to the Lead Director in care of the Secretary. The Secretary will review and forward correspondence to the Lead Director or appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

In addition, State Street has established a procedure for communicating directly with the Lead Director, by utilizing a third-party independent provider, regarding concerns about State Street or its conduct, including complaints about accounting, internal accounting controls or auditing matters. An interested party who wishes to contact the Lead Director may use any of the following methods, which are also described on State Street’s website atwww.statestreet.com:

 

LOGOLOGOLOGO
From within the United States and Canada:The Network/NAVEXwww.tnwinc.com/webreport
1-888-736-9833 (toll-free)ATTN: State Street
333 Research Court
Norcross, GA 30092 USA

LOGO

For country-specific phone numbers, please visitwww.statestreet.com.

The Lead Director may forward to the Examining and Audit Committee, or to another appropriate group or department, for appropriate review, any concerns the Lead Director receives. The Lead Director periodically reports to the independent directors as a group regarding concerns received.

State Street Corporation

8


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Meetings of the Board of Directors and Annual Shareholder Meeting of Shareholders

During 2017,2019, the Board of Directors held 128 meetings, and each of the incumbent directors attended at least 75 percent of the total of all meetings of the Board and committees on whichfor such director served for the period during whichas the director served. Although State Street does not have a formal policy regarding attendance of directors at the annual meeting of shareholders, all directors are encouraged to attend. Each of the 912 directors on the Board at the time of our 20172019 annual meeting of shareholders attended the meeting.

Committees of the Board of Directors

The Board of Directors has the following principal committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section in the “For Our Investors” section of our website atwww.statestreet.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, is annually reviewed and approved by the Board.

STATE STREET CORPORATION    5


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Examining and Audit Committee

 

 

LOGO

Current Members:

•   William C. Freda, Chair

•   Marie A. Chandoha

•   Patrick de Saint-Aignan

•   Lynn A. Dugle

•   Richard P. Sergel

11 Meetings in 2019

  

Primary Responsibilities:

 

•   Responsible for the appointment (including qualifications, performance, independence and periodic consideration of retaining a different firm), compensation, retention, evaluation and oversight of the work of State Street’s independent registered public accounting firm, including sole authority for the establishment ofpre-approval policies and procedures for all audit engagements and anynon-audit engagements

 

•   Discusses with the independent auditor critical accounting policies and practices, alternative treatments of financial information, the effect of regulatory and accounting initiatives and other relevant matters

 

•   Oversees the operation of our system of internal controlscontrol covering the integrity of our consolidated financial statements and reports; compliance with laws, regulations and corporate policies; and the performance of corporate audit

 

•   Reviews the effectiveness of State Street’s compliance program and conducts an annual performance evaluation of the General Auditor, and of the Chief Compliance Officer and other senior members of management as appropriate

•   Oversees the Company’s efforts to promote and advance a culture of compliance and ethical business practices

Independence:All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.SEC and are considered audit committee financial experts (as defined by SEC rules).

State Street Corporation

9


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Executive Committee

 

 

LOGO

Current Members:

•   Ronald P. O’Hanley, Chair

•   Patrick de Saint-Aignan

•   Lynn A. Dugle

•   Amelia C. Fawcett

•   William C. Freda

•   Richard P. Sergel

•   Gregory L. Summe

0 Meetings in 2019

  

Primary Responsibilities:

 

•   AuthorizedCommittee members are the Chairs of each Committee, the independent Lead Director and Chairman of the Board and are authorized to exercise all the powers of the Board, of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or the Committee’s charter

 

•   Reviews, approves and acts on matters on behalf of the Board of Directors at times when it is not practical to convene a meeting of the Board to address such matters

 

•   Depending on meeting activities, if any, periodically reports to the Board

 

6    STATE STREET CORPORATION


   Corporate Governance(continued)Human Resources Committee

 

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Executive Compensation Committee

 

 

LOGO

Current Members:

•   Richard P. Sergel, Chair*

•   Kennett F. Burnes

•   Amelia C. Fawcett

•   William L. Meaney

•   Gregory L. Summe

8 Meetings in 2019

*Sara Mathew, Chair-elect

(effective May 2020)

  

Primary Responsibilities:

 

•   Oversees human capital management strategies, the operation of all compensation plans, policies and programs in which executive officers participate and certain other incentive, retirement, health and welfare and equity plans in which all other employees participate

 

•   Oversees the alignment of our incentive compensation arrangements with the safety and soundness of State Street, including the integration of risk management objectives and related policies, arrangements and control processes, consistent with applicable regulatory rules and guidance

 

•   Acting together with the other independent directors, annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation; evaluates the Chief Executive Officer’s performance; and reviews, determines and approves, in consultation with the other independent directors, the Chief Executive Officer’s compensation level

 

•   Reviews, evaluates and approves the total compensation of all executive officers

 

•   Approves the terms and conditions of employment and any changes thereto, including any restrictive provisions, severance arrangements and special arrangements or benefits, of any executive officer

 

•   Adopts equity grant guidelines in connection with its overall responsibility for all equity plans and monitors stock ownership of executive officers

 

•   Appoints and oversees compensation consultants and other advisors retained by the Committee

Independence:All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.NYSE.

State Street Corporation

10


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Nominating and Corporate Governance Committee

 

 

LOGO

Current Members:

•   Gregory L. Summe, Chair

•   Kennett F. Burnes

•   Sara Mathew

•   Richard P. Sergel

5 Meetings in 2019

  

Primary Responsibilities:

 

•   Assists the Board with respect to issues and policies affecting our governance practices, including management succession planning, identifying and recommending director nominees recommending the membership ofand shareholder matters

•   Recommends each committeecommittee’s composition and leadingleads the Board in its annual review of the Board’s and each committee’s performance

 

•   Reviews and approves State Street’s related person transactions, reviews the amount and form of director compensation and reviews reports on regulatory, political and lobbying activities of State Street

Independence:All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.NYSE.

STATE STREET CORPORATION    7


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

 

 

Risk Committee

 

 

LOGO

Current Members:

•   Patrick de Saint-Aignan, Chair

•   William C. Freda

•   Ronald P. O’Hanley

•   Sara Mathew

•   Sean O’Sullivan

9 Meetings in 2019

  

Primary Responsibilities:

 

•   Oversees the operation of our global risk management framework, including the risk management policies for our operations

 

•   Reviews the management of all risk applicable to our operations, including credit, market, interest rate, liquidity, operational, andtechnology, business, risks, as well as compliance and reputational riskreputation risks

 

•   Oversees our strategic capital governance principles and controls, monitors capital adequacy in relation to risk and discharges the duties and obligations of the Board under applicable Basel, Comprehensive Capital Analysis and Review, Comprehensive Liquidity Assessment and Review and resolution and recovery planning requirements

 

•   Conducts an annual performance evaluation of the Chief Risk Officer

Technology and Operations Committee

 

 

LOGO

Current Members:

•   Lynn A. Dugle, Chair

•   Kennett F. Burnes

•   Marie A. Chandoha

•   William L. Meaney

•   Ronald P. O’Hanley

•   Sean O’Sullivan

8 Meetings in 2019

  

Primary Responsibilities:

 

•   AssistsOversees technology and operational risk management and the Boardrole of these risks in executing the oversightCompany’s strategy in support of State Street’s technology, including the use of technology inCompany’s global operations and business activities, and our technology
strategiesrequirements

 

•   Advises the Board onReviews material strategic initiatives from a technology and operational risk perspective

•   Reviews technology related risks, including cyber andcorporate information security, riskscybersecurity and data management

Non-Employee Director Compensation

General

The Nominating and Corporate Governance Committee annually reviews, and recommends to the Board, the form and amount ofnon-employee director compensation and makes a related recommendation to the Board. Mr. Hooley is the only director who is also one of our employees, and the determination of his compensation is described under the heading “Executive Compensation—Compensation Discussion and Analysis.” Mr. Hooley receives no additional compensation for his service as a director.compensation. In conducting its review, the Committee has access to compensation consultants and other resources it deems appropriate, including peer group data. The Committee uses the same peer group the CompensationHuman Resources Committee uses for executive compensation generally and, like the CompensationHuman Resources Committee, used the services of Meridian Compensation Partners for 2017. For information2019. Information on State Street’s peer group and compensation consultant seeis described under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Elements of Our Process.”

Each year, our compensation consultant assists in preparing a review of director compensation within the peer group.

State Street Corporation

11


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

The Committee did not treat peer group data as definitive when determiningnon-employee director compensation. Rather, it referenced peer group compensation as well as trends in director compensation generally and within the industry and formed its own perspective on compensation for ournon-employee directors. In 2017,2019, the Committee made its recommendation to the Board, which, following the May 20172019 annual meeting of shareholders, approved director compensation for allnon-employee directors effective through the 20182020 annual meeting of shareholders. Mr. O’Hanley, as an employee director, does not receive any additional compensation for his services as a director.

8    STATE STREET CORPORATION


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Compensation

For the 2019–2020 Board year (the period between eachthe 2019 and 2020 annual meetingmeetings of shareholders,shareholders) thenon-employee directors receive the following compensation:

 

Compensation Component(1)  Value ($)(2)   Vehicle(3)

Annual Retainer

  $90,000   Cash or shares of State Street common stock

Annual Equity Award

   195,000   Shares of State Street common stock

Additional Independent Lead Director Retainer

   125,000   Cash or shares of State Street common stock

Examining and Audit Committee and Risk Committee Chair Retainers

   30,000   Cash or shares of State Street common stock

Human Resources Committee Chair Retainer

   25,000   Cash or shares of State Street common stock
Nominating and Corporate Governance Committee and Technology and Operations Committee Chair Retainers   20,000   Cash or shares of State Street common stock

Examining and Audit Committee and Risk Committee Member Retainers(4)

   20,000   Cash or shares of State Street common stock

 

  Compensation Component

Value ($)

Vehicle(1)

Annual Retainer(2)

$  75,000

Cash or shares of State Street common stock

Annual Equity Award(2)

150,000

Shares of State Street common stock

Board and Committee Meeting Fee(3)

1,500

Cash

Additional Lead Director Retainer

150,000

Cash or shares of State Street common stock

Examining and Audit Committee and Risk Committee Chair Retainers

25,000

Cash or shares of State Street common stock

Executive Compensation Committee Chair Retainer

20,000

Cash or shares of State Street common stock

Nominating and Corporate Governance Committee and Technology Committee Chair Retainers

15,000

Cash or shares of State Street common stock

Examining and Audit Committee and Risk Committee Member Retainers

15,000

Cash or shares of State Street common stock
(1)

AllA Board meeting fee of $1,500 applies after the 10th Board meeting attended during the Board year.Non-employee directors also receive reimbursement of expenses incurred as a result of Board service.

(2)

The annual retainer and annual equity award arepro-rated for anynon-employee director joining the Board after the annual meeting. Committee retainers arepro-rated for anynon-employee director joining a committee during the Board year.

(3)

Fornon-employee directors elected at the annual meeting, all awards made in shares of State Street common stock are granted based uponon the closing price of our common stock on the NYSE on the date of the annual meeting that begins the period, rounded up to the nearest whole share, unless otherwise noted. Under the 2017 Stock Incentive Plan, with limited exceptions, the total value of all compensation components to anon-employee director cannot exceed $1.5 million in a calendar year.

(2)(4)

The annualExamining and Audit Committee and Risk Committee member retainer is payable to each member other than the Lead Director and annual equity award are prorated for anynon-employee director joining the Board after the annual meeting that begins the period, with awards made in shares of State Street common stock granted based on the closing price of our common stock on the NYSE on the date of election, rounded up to the nearest whole share.each committee’s chair.

(3)

Non-employee directors receive meeting fees of $1,500, payable in cash, for each Board and committee meeting attended, including meetings of a State Street affiliate, together with reimbursement of expenses incurred as a result of Board service. The Lead Director does not receive any committee meeting fees, but does receive Board meeting fees and reimbursement of expenses for Board service.

For his service asNon-Executive Chairman during the 2019 calendar year, Mr. Hooley, our former Chief Executive Officer, received a cash annual retainer of $250,000 in January 2019 and an award of State Street common stock of $250,000, based on the closing price of our common stock on the NYSE on May 15, 2019, rounded up to the nearest whole share. These amounts were intended to recognize that theNon-Executive Chairman would serve for a limited duration and preside at all meetings of the Board of Directors during which he was present; work with the Chief Executive Officer and independent Lead Director to establish the agendas for Board meetings; serve as a resource to senior management and the Board on a variety of matters, including strategy, operations and stakeholder relations; and help guide the leadership transition.

Pursuant to State Street’s Deferred Compensation Plan for Directors,non-employee directors may elect to defer the receipt of 0% or 100% of their (1) retainers, (2) meeting fees annual equity award and/or (3) annual equity grant award.meeting fees.Non-employee directors also may elect to receive their retainers in cash or shares of State Street common stock.Non-employee directors who elect to defer the cash payment of their retainers or meeting fees may choose from four notional investment fund returns for such deferred cash. Deferrals of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or other distributions on State Street common stock. Deferred amounts will be paid (a) as elected by thenon-employee director, on either the date of their terminationthe conclusion of service on the Board or on the earlier of such terminationconclusion and a future date specified, and (b) in the form elected by thenon-employee director as either a lump sum or in installments over atwo- to five-year period.

State Street Corporation

12


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Director Stock Ownership Guidelines

Under our stock ownership guidelines, allnon-employee directors are required to maintain a target level of stock ownership equal to 58 times the annual equity awardretainer of $150,000$90,000 for a total of $750,000. There is a five-yearphase-in period to achieve compliance with the guidelines.$720,000.Non-employee directors must hold all net shares received until they reach the full (notpro-rated) target ownership level is achieved.level. For purposes of these stock ownership guidelines, the value of shares owned is based on the closing price of our common stock on the NYSE on the date that we use for the beneficial ownership table below under the heading “Security Ownership of Certain Beneficial Owners and Management—Management.”Non-employee directors are credited with all shares they beneficially own for purposes of the beneficial ownership table, which includes all shares awarded as director compensation, whether immediate orincluding share awards that have been deferred.Non-employee directors are expected to attain the ownership level ratably over the phase-ina five-year period.

STATE STREET CORPORATION    9


   Corporate Governance(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Our Securities Trading Policy prohibits directors from short selling State Street securities, engaging in hedging transactions in State Street securities and engaging in speculative trading of State Street securities.

As of March 1, 2018, each2, 2020, Mses. Chandoha and Mathew and Messrs. Meaney and O’Sullivan exceeded thepro-rated expected level of ownership but are below the full target ownership level, and therefore subject to the holding requirement. Each of the othernon-employee directors exceeded the full target level of ownership under the guidelines.

2019 Director Compensation

The following table shows the compensation ournon-employee directors exceptearned for Ms. Dugle and Mr. O’Sullivan, exceeded the full level of ownership under these guidelines. Ms. Dugle and Mr. O’Sullivan exceeded the pro-rated expected level of ownership, and therefore, the holding requirement applies only to them during thephase-in period.

2017 Director Compensationtheir services in 2019:

 

Name  Fees Earned
or Paid in
Cash
($)
   Stock Awards(1)
($)
   All Other
Compensation(2)
($)
   Total
($)
   Fees Earned
or Paid in
Cash
($)
   Stock  Awards(1)
($)
   All Other
Compensation(2)
($)
   Total
($)
 

(a)

  

(b)

 

   

(c)

 

   

(g)

 

   

(h)

 

   (b)   (c)   (g)   (h) 

Kennett F. Burnes

  

 

 

 

$243,000

 

 

  

 

 

 

$150,062

 

 

  

 

 

 

$35,627

 

 

  

 

$

 

428,689

 

 

  $90,000   $195,011   $40,752   $325,763 

Marie A. Chandoha(3)

   71,667    130,021        201,688 

Patrick de Saint-Aignan

  

 

 

 

169,500

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  35,627

 

 

  

 

 

 

355,189

 

 

   140,000    195,011    40,752    375,763 

Lynn A. Dugle

  

 

 

 

157,500

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  25,289

 

 

  

 

 

 

332,851

 

 

   130,000    195,011    32,345    357,356 

Amelia C. Fawcett

  

 

 

 

164,500

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  19,406

 

 

  

 

 

 

333,968

 

 

   215,000    195,011        410,011 

William C. Freda

  

 

 

 

178,000

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  35,406

 

 

  

 

 

 

363,468

 

 

   140,000    195,011    40,752    375,763 

Linda A. Hill

  

 

 

 

118,500

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  16,520

 

 

  

 

 

 

285,082

 

 

Sean O’Sullivan

  

 

 

 

114,000

 

 

  

 

 

 

150,062

 

 

  

 

 

 

—  

 

 

  

 

 

 

264,062

 

 

Joseph L. Hooley(4)

   250,000    250,021    80,100    580,121 

Sara Mathew

   110,000    195,011        305,011 

William L. Meaney

   90,000    195,011    35,345    320,356 

Sean P. O’Sullivan

   110,000    195,011        305,011 

Richard P. Sergel

  

 

 

 

170,000

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  13,015

 

 

  

 

 

 

333,077

 

 

   135,000    195,011    29,999    360,010 

Ronald L. Skates(3)

  

 

 

 

31,500

 

 

  

 

 

 

—  

 

 

  

 

 

 

  16,476

 

 

  

 

 

 

47,976

 

 

Gregory L. Summe

  

 

 

 

135,000

 

 

  

 

 

 

150,062

 

 

  

 

 

 

  15,406

 

 

  

 

 

 

300,468

 

 

   110,000    195,011    40,486    345,497 

Thomas J. Wilson(3)

  

 

 

 

 

19,500

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

19,500

 

 

 

 

 

(1)

For theOn May 2017-April 2018 Board year,15, 2019, eachnon-employee director, other than Messrs. Skatesexcept Mr. Hooley and Wilson,Ms. Chandoha, received 1,8803,155 shares of State Street common stock valued at $150,062 on the date of grant for the annual equity award. All of these shares were valued$195,011 based on the closing price of our common stock on the NYSE on May 17, 2017 of $79.82.$61.81. Stock awards tonon-employee directors vest immediately, and there were no unvestednon-employee director stock awards as of December 31, 2017.2019.

State Street Corporation

13


  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

(2)

Perquisites that Messrs. Burnes, de Saint-Aignan, Freda, Sergel, Skates and Summe as well as Dame Amelia and Mses. Dugle and Hill received in 2017 include:2019 include director life insurance coverage and business travel accident insurance paid for by State Street ($627752 for Messrs. Burnes, de Saint-Aignan, Freda and Sergel; $406$486 for Messrs. FredaHooley and Summe, Dame AmeliaSumme; and Ms. Hill; $289$345 for Ms. Dugle;Dugle and $261 for Mr. Skates)Meaney). DonationsCharitable contributions bynon-employee directors to approved charities are eligible for a Company matchmatching contribution of up to $35,000$40,000 per calendar year under the State Street matching gift program. Matching charitable contributions made on behalf of thenon-employee directors were: $35,000during 2019 were $40,000 for Messrs. Burnes, de Saint-Aignan, Freda, Hooley and Freda; $25,000Summe; $35,000 for Mr. Meaney; $32,000 for Ms. Dugle; $19,000 for Dame Amelia; $16,114 for Ms. Hill; $15,000 for Mr. Summe; and $12,388$29,247 for Mr. Sergel. Perquisites for Mr. SkatesHooley’s perquisites also include retirement gifts of $16,215 in recognition of his 15 years of service as a member of the Board.company car and driver ($14,225) and personal and home security ($25,389). The total amount of perquisites and other personal benefits for Messrs.Dame Amelia, Mses. Chandoha and Mathew and Mr. O’Sullivan and Wilson have not been itemizedreported because the total did not exceed $10,000.

(3)

Messrs. Skates and Wilson retired fromMs. Chandoha joined the Board in September 2019. For her service through the 2020 annual meeting of shareholders, she received apro-rated annual retainer of $60,000 in cash and apro-rated annual equity award of 2,128 shares of State Street common stock with a total value of $130,021 based on the closing price of our common stock on the NYSE on September 19, 2019 of $61.10. Ms. Chandoha was appointed to the Examining and Audit Committee in October 2019 and for her service through the 2020 annual meeting, she received apro-rated member retainer of $11,667 in cash.

(4)

For his service as Non-Executive Chairman during 2019, Mr. Hooley, our former CEO, received a $250,000 cash retainer in January 2019 and 4,045 shares of State Street common stock valued at $250,021 based on the May 2017. Amounts reported15, 2019 closing price of our common stock on the NYSE of $61.81. The table does not include compensation awarded to Mr. Hooley in 2019 related to his service as State Street’s Chief Executive Officer during 2018: 40,261 deferred stock awards valued at approximately $2,720,000; 61,344 performance-based restricted stock units valued at approximately $4,080,000; and previously disclosed deferred value awards and immediate cash awarded to Mr. Hooley on March 1, 2019. These awards remain subject to the vesting schedules, recourse mechanisms, restrictive covenants and other terms and conditions described in the “Fees Earned or Paid in Cash” column reflect Board and committeeproxy statement for State Street’s 2019 annual meeting feesof shareholders. The table also excludes dividend credits of $61,497 Mr. Hooley earned in 2017 while Messrs. Skates and Wilson were still serving2019 on his outstanding deferred value awards granted for his service as directors.State Street’s Chief Executive Officer. Mr. Hooley retired as Non-Executive Chairman of the Board on December 31, 2019.

Related Person Transactions

The Board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest. A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s Chief Legal Officer. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Nominating and Corporate Governance Committee (or the Committee Chair) after full disclosure of the related person’s interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to the transaction. If advance review is not practicable or was otherwise not obtained, the Committee will review and, if deemed appropriate, ratify the related-person transaction. The policy also permits the Committee Chair of the Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting. Any ongoing related-person transactions are reviewed annually.

 

10    STATE STREET CORPORATION


Considerations

As appropriate for the circumstances, the Nominating and Corporate Governance Committee (or the Committee Chair) will review and consider:

   Corporate Governance(continued)

the related person’s interest in the related-person transaction

 
2018 NOTICE OF MEETING AND PROXY STATEMENT

the approximate dollar value of the amount involved in the related-person transaction

 

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the approximate dollar value of the related person’s interest in the transaction without regard to any profit or loss

whether the transaction was undertaken in the ordinary course of State Street’s business

whether the transaction with the related person is on terms no less favorable to State Street than terms that could be reached with an unrelated third-party

the purpose of the transaction and the potential benefits to State Street

any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction

The Nominating and Corporate Governance Committee may approve or ratify the related-person transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, State Street’s best interests. The Committee may, in its sole discretion, impose such conditions as it deems appropriate on State Street or the related person in connection with approval of the related-person transaction.

State Street Corporation

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  Corporate Governance(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

 

interests arising solely from the related person’s position as an executive officer, employee or consultant of another entity (whether or not the person is also a director of such entity) that is a party to the transaction, where (1) the related person and his or her immediate family members do not receive any special benefits as a result of the transaction and (2) the annual amount involved in the transaction equals less than the greater of $1 million or 2% of the consolidated gross revenues of the other entity that is a party to the transaction during that entity’s last completed fiscal yearyear; or

 

a transaction that involves discretionary charitable contributions from State Street to atax-exempt organization where a related person is a director, trustee, employee or executive officer, provided the related person and his or her immediate family members do not receive any special benefits as a result of the transaction, and further provided that, where a related person is an executive officer of thetax-exempt organization, the amount of the discretionary charitable contributions in any completed year in the last 3 fiscal years is not more than the greater of $1 million, or 2% of that organization’s consolidated gross revenues in the last completed fiscal year of that organization (in applying this test, State Street’s automatic matching of director or employee charitable contributions to a charitable organization will not be included in the amount of State Street’s discretionary contributions)

On March 27, 2017, State Street entered into a series of definitive agreements with DST Systems, Inc., or DST, and its affiliates providing for, among other things, the acquisition by affiliates of DST of State Street’s interests in the parties’ joint ventures, Boston Financial Data Services, Inc., or BFDS, and International Financial Data Services Limited, or IFDS Ltd. BFDS provides shareholder recordkeeping, intermediary and investor services and regulatory compliance solutions to financial services clients in the United States, and IFDS Ltd. is an investor and policy holder administrative services and technology provider to the collective funds, insurance and retirement industries. State Street exchanged its interest in BFDS for approximately 2 million shares of State Street common stock, valued at approximately $158 million. State Street sold its interest in IFDS Ltd. and related assets for cash consideration of approximately $175 million. Stephen C. Hooley, President and Chief Executive Officer of DST, is the brother of Joseph L. Hooley, Chairman and Chief Executive Officer of State Street. Due to the change in ownership of BFDS, in accordance with the terms of the BFDS deferred compensation plan, on June 22, 2017, Mr. Joseph L. Hooley received a distribution from BFDS of his full account balance under the BFDS deferred compensation plan (approximately $2.9 million). Mr. Hooley’s participation in the plan resulted from his previously disclosed employment at BFDS, which ended in 2000. Each of these transactions was approved by State Street’s Nominating and Corporate Governance Committee in accordance with our Related Person Transaction Policy.

Based on information provided by the directors and executive officers, and obtained by the legal department, no other related-person transactions wereare required to be reported in this proxy statement under applicable SEC regulations. In addition, neither State Street nor the Bank hadhas extended a personal loan or extension of credit to any of its directors or executive officers.

 

STATE STREET CORPORATION    11

State Street Corporation

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2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

ITEMItem 1 – ELECTION OF DIRECTORSElection of Directors

 

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The Board of Directors unanimously recommends that you vote

FOR

each of the nominees for director (Item 1 on your proxy card)

Each director elected at the 20182020 annual meeting of shareholders will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’sby-laws. Of the 1011 director nominees, 910 are independent,non-management directors and 1one serves as the Chief Executive Officer of State Street. All of thenon-management directors are independent, as determined by the Board in its opinion, under the applicable definition in the NYSE listing standards and the State Street Corporate Governance Guidelines.

Pursuant to State Street’sby-laws, on February 15, 2018,20, 2020, the Board fixed the number of directors at 10, effective11 as of the date2020 annual meeting of the 2018 annual meeting.shareholders. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 1011 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 not available 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:

age and period of service as a director of State Street

business experience during at least the past five years (including directorships at other public companies)

community activities

other experience, qualifications, attributes or skills that led the Board to conclude the director should serve or continue to serve as a director of State Street

The Board of Directors recommends that shareholders approve each director nominee for election based upon the qualifications and attributes discussed below. See “Corporate Governance at State Street—Composition of the Board and Director Selection Process”Composition” for a further discussion of the Board’s process and reasons for nominating these candidates.

 

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State Street Corporation

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MARIE A. CHANDOHA

Age 58, Director since 2019

Board Roles and Committees

•   Examining and Audit Committee

•   Technology and Operations Committee

Career Highlights

•   Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc., the investment management subsidiary of Charles Schwab Corporation, an NYSE-listed brokerage and wealth management firm (2010 to 2019); Chief Investment Officer (2010)

•   Former Managing Director, Head, ETF, Index and Model-Based Fixed Income Portfolio Management, BlackRock, Inc., an investment management company (2009 to 2010); Global Head, Fixed Income Business, Barclays Global Investors (2007 to 2009) prior to acquisition by BlackRock, Inc.

•   FormerCo-Head and Senior Portfolio Manager of the Montgomery Fixed Income Division, Wells Capital Management, an investment management company (1999 to 2007)

Qualifications and Attributes

In her prior role as President and Chief Executive Officer of Charles Schwab Investment Management, Inc., Ms. Chandoha implemented a new vision of the business by reorganizing the leadership team, adding strong governance and risk management and delivering transparent,low-cost and straightforward investment products and solutions. In addition, Ms. Chandoha transformed the technology and operational platform to efficiently scale and grow the company and increased third-party distribution capabilities. Before joining Charles Schwab Investment Management, Inc., Ms. Chandoha was the Global Head of the Fixed Income Division of BlackRock, Inc. where she focused on commercialization, innovation and new product development. Ms. Chandoha’s more than 35 years of experience as a leader in the financial services industry and her record transforming businesses provides the Board with valuable expertise as State Street continues its technological innovation to continue meeting industry and client expectations. Ms. Chandoha is a trustee of the California chapter of the Nature Conservancy and previously served as member of the Board of Governors and Executive Committee of the Investment Company Institute. She received a B.A. degree in economics from Harvard University.

 

 

 

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PATRICK DE SAINT-AIGNAN

Age 71, Director Since 2009

Board Roles and Committees

•   Examining and Audit Committee

•   Executive Committee

•   Risk Committee (Chair)

Career Highlights

•   Retired Managing Director and Advisory Director, Morgan Stanley, an NYSE-listed global financial services company (1974 to 2007); firm-wide head of the company’s risk management function (1995 to 2002)

•   Director, Edaris Health, Inc., a private healthcare information technology company (2007 to present) (2007 to 2016 as Forerun, prior to name change to Edaris Health, Inc. in 2016); member of the Compensation Committee

•   Member of Supervisory Board, BH PHARMA, a private generic drug development company (2015 to present)

•   Former Director, Allied World Assurance Company Holdings AG, a former NYSE-listed specialty insurance and reinsurance company acquired by Fairfax Financial Holdings in 2017 (2008 to 2017); member of the Enterprise Risk Committee (Chairman), Compensation Committee, Audit Committee and Investment Committee

•   Former Director, Bank of China Limited (2006 to 2008); member of the Audit Committee (Chairman), the Risk Policy Committee and the Personnel and Remuneration Committee

Qualifications and Attributes

Mr. de Saint-Aignan’s extensive experience in risk management, corporate finance, capital markets and firm management brings to the Board a sophisticated understanding of risk, particularly with respect to the implementation of risk and monitoring programs within a global financial services organization. Mr. de Saint-Aignan’s service on the board of directors and committees of several other companies gives him additional perspective on global management and governance. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

 

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Career Highlights

Retired Chairman, President and Chief Executive Officer, Cabot

State Street Corporation an NYSE-listed manufacturer of specialty chemicals and performance materials (2001 to 2008); President (1995 to 2008)

Former Director, Watts Water Technologies, Inc., an NYSE-listed supplier of products for use in the water quality, water safety, water flow control and water conservation markets (2009 to 2015)

Qualifications and Attributes

Mr. Burnes’ significant experience in leading a global organization, with facilities and operations in approximately 20 countries, brings to State Street’s Board a focus on developing new products and new businesses in diverse, international environments. Prior to joining Cabot Corporation in 1987, he was a partner at the Boston-based law firm of Choate, Hall & Stewart where he practiced corporate and business law for nearly 20 years. Mr. Burnes obtained experience in evaluating complex legal issues that arise in the types of material transactions boards of directors are called on to consider, including mergers and acquisitions and financing transactions. Mr. Burnes serves as a trustee for the Dana Farber Cancer Institute, a director for More Than Words and chairman of the board of trustees at the New England Conservatory and the Schepens Eye Research Institute. Mr. Burnes holds both an LL.B. and B.A. degree from Harvard University.

STATE STREET CORPORATION    13

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LYNN A. DUGLE

Age 60, Director Since 2015

Board Roles and Committees

•   Examining and Audit Committee

•   Executive Committee

•   Technology and Operations Committee (Chair)

Career Highlights

•   Retired Chief Executive Officer and Chairman, Engility Holdings, Inc., an NYSE-listed engineering and technology consulting company (2018 to 2019); Chief Executive Officer and Director (2016 to 2018); Director (2014 to 2018) (2014 to 2015 as TASC, prior to acquisition by Engility Holdings, Inc.; 2015 to 2018 as Engility Holdings, Inc., prior to acquisition by Science Applications International Corp. in 2019)

•   Director KBR, Inc., an NYSE-listed engineering, procurement, and construction company (February 2020 to present); member of Audit Committee

•   Director TE Connectivity Ltd., an NYSE-listed and Swiss-domiciled technology company (March 2020 to present); member of Audit Committee

•   Former Corporate Vice President and President, Intelligence, Information and Services, Raytheon Company, an NYSE-listed defense contractor and electronics manufacturer (2004 to 2015); Vice President, Engineering, Technology and Quality, Network Centric Systems (2004 to 2009); Vice President, Support Engineering and Six Sigma (1997 to 1999)

•   Former Vice President, Product, Systems Software Division, ADC Telecommunications, Inc., a former Nasdaq-listed communications company acquired in 2010 by Tyco Electronics (2002 to 2004); General Manager, Cable Systems Division (1999 to 2002)

•   Former Vice President, Quality & Support Engineering, Texas Instruments, Inc., a Nasdaq-listed electronics manufacturer (1982 to 1997)

Qualifications and Attributes

As the former Chief Executive Officer and Chairman of Engility Holdings, a leading provider of integrated solutions and services for the U.S. government, Department of Defense, federal civilian agencies and international customers, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Her understanding of information and technology matters provides the Board with perspective as State Street continues to transform and digitize products and services. Prior to her role at Engility, Ms. Dugle was the president of Intelligence, Information and Services at Raytheon where she was responsible for the company’s advanced cyber solutions, cyber security services and information-based solutions. She also served as vice president of engineering, technology and quality for the former Network Centric Systems business at Raytheon and was responsible for the strategic direction, leadership and operations of the engineering, technology and quality functions. Prior to Raytheon, Ms. Dugle held executive positions at ADC Telecommunications with responsibility for leading teams across Europe, Middle East and Africa and the Asia-Pacific region. She holds B.S. and B.B.A. degrees from Purdue University and an M.B.A. with a concentration in international business from the University of Texas at Dallas.

 

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Career Highlights

Retired Managing Director and Advisory Director, Morgan Stanley, an NYSE-listed global financial services company (1974 to 2007); firm-wide head of the company’s risk management function (1995 to 2002)

Director, Edaris Health, Inc., a private healthcare information technology company (2007 to present) (2007 to 2016 as Forerun, prior to name change to Edaris Health, Inc.; 2016 to present as Edaris Health, Inc.); member of the Compensation Committee

Member of Supervisory Board, BH PHARMA, a private generic drug development company (2015 to present)

Former Director, Allied World Assurance Company Holdings AG, a former NYSE-listed specialty insurance and reinsurance company acquired by Fairfax Financial Holdings in 2017 (2008 to 2017); member of the Enterprise Risk Committee (Chairman), Compensation Committee, Audit Committee and Investment Committee

Former Director, Bank of China Limited, (2006 to 2008); member of the Audit Committee (Chairman), the Risk Policy Committee and the Personnel and Remuneration Committee

Former Director,Non-Executive Chairman, European Kyoto Fund (2008 to 2012)

Qualifications and Attributes

Mr. de Saint-Aignan’s extensive experience in risk management, corporate finance, capital markets and firm management brings to the Board a sophisticated understanding of risk, particularly with respect to the implementation of risk and monitoring programs within a global financial services organization. Mr. de Saint-Aignan’s service on the board of directors and committees of several other companies gives him additional perspective on global management and governance. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

14    STATE STREET CORPORATION

State Street Corporation

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  Item 1(continued)(cont.)

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

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AMELIA C. FAWCETT

Age 63, Director Since 2006

Board Roles and Committees

Lead Director

•   Executive Committee

•   Human Resources Committee

Career Highlights

•   Chairman, Kinnevik AB, a Nasdaq Stockholm-listed long-term oriented investment company (2018 to present); Deputy Chairman (2013 to 2018);Non-Executive Director (2011 to present); member of Remuneration Committee (Chair) and Governance, Risk and Compliance Committee (Chair)

•   Chairman, Standards Board for Alternative Investments (2011 to present) (2011 to 2017 as Hedge Fund Standards Board; 2017 to present as Standards Board for Alternative Investments) (U.K.), a global standard-setting body for the alternative investment industry

•   FormerNon-Executive Director, HM Treasury, the British Government’s Economic & Finance Ministry (2012 to 2018)

•   FormerNon-Executive Director, Millicom International Cellular S.A., an international telecommunications and media company (2014 to 2016); member of the Remuneration Committee (Chair) and Compliance and Business Practices Committee

•   FormerNon-Executive Chairman, Guardian Media Group plc, a privately held diversified multimedia business in London (2009 to 2013);Non-Executive Director (2007 to 2013)

•   Former Vice Chairman and Chief Operating Officer of European Operations, Morgan Stanley, an NYSE-listed global financial services company (2002 to 2006) and Morgan Stanley International Limited, London (2006 to 2007); Senior Adviser (2006 to 2007); Managing Director and Chief Administrative Officer for European Operations (1996 to 2002); Executive Director (1992 to 1996); Vice President (1990 to 1992)

Qualifications and Attributes

Dame Amelia Fawcett, a dual American and British citizen, has many years of extensive and diverse financial services experience. At Morgan Stanley, she served in many roles including Vice Chairman and Chief Operating Officer of Morgan Stanley International and had responsibility for development and implementation of the company’s business strategy (including business integration), as well as oversight of the company’s operational risk functions, infrastructure support and corporate affairs. Prior to joining Morgan Stanley, she was an attorney at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law in both New York and Paris. Her service on both the Court of Directors of the Bank of England (the Board of the British Central Bank) and the British Treasury provided her with valuable experience with the complex regulatory and compliance frameworks of the financial industry, both in the U.K. and internationally. Dame Amelia was awarded a CBE (Commander of the Order of the British Empire) and a DBE (Dame Commander of the Order of the British Empire) by the Queen, in both instances for services to the finance industry and in 2018 the Queen made her a Commander of the Royal Victorian Order for services as Chairman of The Prince of Wales’s Charitable Foundation. In addition, in 2004, she received His Royal Highness The Prince of Wales’s Ambassador Award recognizing responsible business activities that have a positive impact on society and the environment. Dame Amelia’s public policy experience and experience in the European banking markets provide a valuable international financial markets perspective to State Street. She formerly has served, or currently serves, in the capacity as governor of the Wellcome Trust, chairman of the Royal Botanic Gardens (Kew) (current), chairman of The Prince of Wales’s Charitable Foundation, deputy chairman and governor of the London Business School, a commissioner of theU.S.-U.K. Fulbright Commission, deputy chairman of the National Portrait Gallery, chairman of the American Friends of the National Portrait Gallery and a trustee of Project Hope (current). Dame Amelia received a B.A. degree from Wellesley College and a J.D. degree from the University of Virginia.

 

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Career Highlights

Chief Executive Officer and Chairman, Engility Holdings, Inc., an NYSE-listed engineering and technology consulting company (2018 to present); Chief Executive Officer and Director (2016 to 2018); Director (2014 to 2018) (2014 to 2015 as TASC, prior to acquisition by Engility Holdings, Inc.; 2015 to 2018 as Engility Holdings, Inc.)

Former Corporate Vice President and President, Intelligence, Information and Services, Raytheon Company, an NYSE-listed defense contractor and electronics manufacturer (2004 to 2015); Vice President, Engineering, Technology and Quality, Network Centric Systems (2004 to 2009); Vice President, Support Engineering and Six Sigma (1997 to 1999)

Former Vice President, Product, Systems Software Division, ADC Telecommunications, Inc., a former Nasdaq-listed communications company acquired in 2010 by Tyco Electronics (2002 to 2004); General Manager, Cable Systems Division (1999 to 2002)

Former Vice President, Quality & Support Engineering, Texas Instruments, Inc., a Nasdaq-listed electronics manufacturer (1982 to 1997)

Qualifications and Attributes

As the Chief Executive Officer and Chairman of Engility Holdings, a leading provider of integrated solutions and services for the U.S. government, Department of Defense, federal civilian agencies and international customers, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Her understanding of information and technology matters provides the Board with perspective as State Street continues to transform and digitize products and services. Prior to her role at Engility, Ms. Dugle was the president of Intelligence, Information and Services at Raytheon where she was responsible for the company’s advanced cyber solutions, cyber security services and information-based solutions. She also served as vice president of engineering, technology and quality for the former Network Centric Systems business at Raytheon and was responsible for the strategic direction, leadership and operations of the engineering, technology and quality functions. Prior to Raytheon, Ms. Dugle held executive positions at ADC Telecommunication with responsibility for leading teams across Europe, Middle East and Africa and the Asia-Pacific region. She holds B.S. and B.B.A. degrees from Purdue University and an M.B.A. in international business from the University of Texas at Dallas.

STATE STREET CORPORATION    15

State Street Corporation

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WILLIAM C. FREDA

Age 67, Director Since 2014

Board Roles and Committees

•   Examining and Audit Committee (Chair)

•   Executive Committee

•   Risk Committee

Career Highlights

•   Retired Senior Partner and Vice Chairman, Deloitte, LLP, a global professional services firm (2011 to 2014); Managing Partner of Client Initiatives (2007 to 2011); member of U.S. Executive Committee

•   Chairman, Hamilton Insurance Group, a global insurance and reinsurance company (2014 to present); Director (2014 to 2017); Chairman (2017 to present)

•   Director, Guardian Life Insurance Company, a mutual life insurance company (2014 to present)

•   Former Director, Deloitte Touche Tohmatsu Limited (2007 to 2013); member of Risk Committee (Chairman) (2011 to 2013) and Audit Committee (Chairman) (2008 to 2011)

Qualifications and Attributes

As senior partner and vice chairman of Deloitte, LLP, Mr. Freda served Deloitte’s most significant clients and maintained key relationships, acting as a strategic liaison to the marketplace as well as to professional and community organizations. Mr. Freda joined Deloitte in 1974 and built a distinguished record of service during his40-year career, having served on a wide range of multinational engagements for many of Deloitte’s largest and most strategic clients. Mr. Freda brings to the Board key insight and perspective on risk management, international expansion and client relationships gained through his extensive experience interacting with audit committees, boards of directors and senior management. He serves as a trustee of Bentley University. Previously, Mr. Freda has served as the chairman of Catholic Community Services, the United Way of Essex and West Hudson and the AICPA Insurance Companies Committee and was a U.S. Representative to the International Accounting Standards Committee’s Insurance Steering Committee. Mr. Freda received a B.S. in accounting from Bentley University.

 

 

 

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SARA MATHEW

Age 64, Director Since 2018

Board Roles and Committees

•   Nominating and Corporate Governance Committee

•   Risk Committee

Career Highlights

•   Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation, an NYSE-listed international commercial data and analytics provider (2010 to 2013); President and Chief Operating Officer (2007 to 2009); Chief Financial Officer (2001 to 2007)

•   Non-Executive Chairman, Federal Home Loan Mortgage Company, a government-sponsored firm operating in the secondary residential mortgage market (2019 to present); Director (2013 to present); member of Audit Committee (Chair), Executive Committee and Nominating and Governance Committee

•   Director, Reckitt Benckiser Group plc, an FTSE-listed Health and hygiene company (2019 to present); member of Audit Committee

•   Former Director, Campbell Soup Company, an NYSE-listed consumer food producer (2005 to 2019); member of Audit Committee (Chair) and Finance and Corporate Development Committee

•   Former Director, Shire Plc, a Nasdaq-listed FTSE 25 biopharmaceutical company (2015 to 2019; prior to acquisition by Takeda Pharmaceutical Company Limited in 2019); Chair of Audit and Risk Committee and member of Compliance and Nomination and Governance Committee

•   Former Director, Avon Products, Inc., an NYSE-listed beauty, household and personal care products manufacturer (2014 to 2016)

•   Former Vice President of Finance, ASEAN, Australasia and India, Procter and Gamble Company, an NYSE-listed international manufacturer of consumer goods (2000 to 2001); Controller and Chief Financial Officer, Baby-Care and Paper Products (1998 to 2000); other various positions through her18-year tenure

Qualifications and Attributes

In her prior role as chairman and chief executive officer of Dun & Bradstreet Corporation, Ms. Mathew led the company’s transformation from a data collection business into an innovative provider of data analytics and insights. Prior to her role as chairman and chief executive officer, she served as president and chief operating officer, overseeing the company’s consumer segments, and chief financial officer where she initiated and managed the redesign of the company’s accounting processes and controls. Before joining Dun & Bradstreet Corporation, Ms. Mathew held various positions at Procter and Gamble Company within finance, accounting, investor relations and brand management. Her deep background in finance, technology, corporate strategy and operations, combined with her experiences leading and overseeing a diverse assortment of international consumer-focused companies and transformational initiatives, allows Ms. Mathew to provide a unique, innovative and global perspective to State Street. Ms. Mathew received a B.S. degree in physics, mathematics and chemistry from the University of Madras, India and an M.B.A. degree in finance and marketing from Xavier University.

 

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Career Highlights

Deputy Chairman, Kinnevik AB, a long-term oriented investment company (2013 to present);Non-Executive Director (2011 to present); member of Remuneration Committee (Chair) and Governance, Risk and Compliance Committee (Chair)

Chairman, Standards Board for Alternative Investments (2011 to present) (2011 to 2017 as Hedge Fund Standards Board; 2017 to present as Standards Board for Alternative Investments) (U.K.), a global standard-setting body for the alternative investment industry

Non-Executive Director, HM Treasury, the British Government’s Economic & Finance Ministry (2012 to present)

FormerNon-Executive Director, Millicom International Cellular S.A., an international telecommunications and media company (2014 to 2016); member of the Remuneration Committee (Chair) and Compliance and Business Practices Committee

FormerNon-Executive Chairman, Guardian Media Group plc, a privately held diversified multimedia business in London (2009 to 2013);Non-Executive Director (2007 to 2013)

Former Vice Chairman and Chief Operating Officer of European Operations, Morgan Stanley, an NYSE-listed global financial services company (2002 to 2006) and Morgan Stanley International Limited, London (2006 to 2007); Vice President (1990 to 1992); Executive Director (1992 to 1996); Managing Director and Chief Administrative Officer for European Operations (1996 to 2002); Senior Adviser (2006 to 2007)

Qualifications and Attributes

Dame Amelia Fawcett, a dual American and British citizen, has many years of extensive and diverse financial services experience. At Morgan Stanley, she served in many roles including Vice Chairman and Chief Operating officer of Morgan Stanley International and had responsibility for development and implementation of the company’s business strategy (including business integration), as well as oversight of the company’s operational risk functions, infrastructure support and corporate affairs. Prior to joining Morgan Stanley, she was an attorney at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law in both New York and Paris. Her service on both the Court of Directors of the Bank of England (the Board of the British Central Bank) and the British Treasury (the latter a position she still holds) provided her with valuable experience with the complex regulatory and compliance frameworks of the financial industry. Dame Amelia was awarded a CBE (Commander of the Order of the British Empire) and a DBE (Dame Commander of the Order of the British Empire) by the Queen, in both instances for services to the finance industry. In addition, in 2004, she received His Royal Highness The Prince of Wales’s Ambassador Award recognizing responsible business activities that have a positive impact on society and the environment. Dame Amelia’s public policy experience and experience in the European banking markets provide a valuable international financial markets perspective to State Street. She formerly has served, or currently serves, in the capacity as chairman of the American Friends of the National Portrait Gallery, deputy chairman of the National Portrait Gallery, chairman of The Prince of Wales’s Charitable Foundation, deputy chairman and governor of the London Business School (current), a commissioner of theU.S.-U.K. Fulbright Commission and a trustee of Project Hope (current). Dame Amelia received a B.A. degree from Wellesley College and a J.D. degree from the University of Virginia.

16    STATE STREET CORPORATION

State Street Corporation

20


  Item 1(continued)(cont.)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

WILLIAM L. MEANEY

Age 59, Director Since 2018

Board Roles and Committees

•   Human Resources Committee

•   Technology and Operations Committee

Career Highlights

•   President, Chief Executive Officer and Director, Iron Mountain, Inc., an NYSE-listed information management and data backup and recovery company (2013 to present)

•   Former Director, Qantas Airways, an Australian Securities Exchange-listed airline (2012 to 2018); member of the Safety, Health, Environment and Security Committee and the Remuneration Committee

•   Former Chief Executive Officer, Zuellig Group, a privately owned long-term holding company based in Hong Kong (2004 to 2012)

Qualifications and Attributes

Mr. Meaney, a citizen of the United States, Switzerland and Ireland, has extensive domestic and international business experience across both established and emerging markets. As the president and chief executive officer of Iron Mountain, he has continued to lead the company as it evolves and expands its secure storage and digital transformation offerings. Before joining Iron Mountain, Mr. Meaney was the chief executive officer of Zuellig Group, where he was responsible for a diverse portfolio of Asia Pacific businesses that spanned a variety of heavily regulated and consumer-based industries, including health care, agriculture, pharmaceuticals and materials handling. He has held several senior positions throughout the airline industry, including chief commercial officer of Swiss International Airlines and executive vice president of South African Airways, founded and managed his own consulting firm and served as an operations officer with the U.S. Central Intelligence Agency. Mr. Meaney provides State Street’s Board with an acute global viewpoint on corporate strategy and business expansion founded upon his background in leading and developing large U.S. and international companies. Mr. Meaney is a member of both the FM Global advisory board and President’s Council of Massachusetts General Hospital and is a former trustee of Rensselaer Polytechnic Institute and Carnegie Mellon University. He holds a B.S. degree from Rensselaer Polytechnic Institute and an M.B.A. from Carnegie Mellon University.

 

 

 

LOGO

RONALD P. O’HANLEY

Age 63, Director Since 2019

Board Roles and Committees

Chairman of the Board

•   Executive Committee (Chair)

•   Risk Committee

•   Technology and Operations Committee

Career Highlights

•   State Street Corporation, Chairman (2020 to present); President and Chief Executive Officer (2019 to present); President and Chief Operating Officer (2017 to 2019); Vice Chairman (2017); Chief Executive Officer and President, State Street Global Advisors (2015 to 2017)

•   Director, Unum Group, an NYSE-listed provider of financial protection benefits in the United States and United Kingdom (2015 to present); member of the Human Capital Committee and Governance Committee

•   Former President of Asset Management & Corporate Services, Fidelity Investments, Inc., a multinational financial services corporation (2010 to 2014)

•   Former Chief Executive Officer and President, BNY Mellon Asset Management (2007 to 2010)

Qualifications and Attributes

Mr. O’Hanley joined State Street in 2015 to lead State Street’s investment management business as the Chief Executive Officer and President of State Street Global Advisors. Since that time, he has held several senior leadership positions within the Company, serving as Vice Chairman from January 2017 to November 2017 and President and Chief Operating Officer from November 2017 to February 2019. Effective January 1, 2019, Mr. O’Hanley began his service as Chief Executive Officer and as a member of the Board of Directors and effective January 1, 2020, he was appointed Chairman of the Board. His extensive leadership, executive management and operational experience over the last three decades in asset management and global financial services provides the Board with the experience necessary to help navigate the Company’s strategic priorities on data management, client experience and technology enhancement. Mr. O’Hanley received a B.A. degree from Syracuse University and an M.B.A. from Harvard Business School.

 

LOGO

Career Highlights

Retired Senior Partner and Vice Chairman, Deloitte, LLP, a global professional services firm (2011 to 2014); Managing Partner of Client Initiatives (2007 to 2011); member of U.S. Executive Committee

Former Director, Deloitte Touche Tohmatsu Limited (2007 to 2013); member of Risk Committee (Chairman) (2011 to 2013) and Audit Committee (Chairman) (2008 to 2011)

Director, Guardian Life Insurance Company, a mutual life insurance company (2014 to present)

Chairman, Hamilton Insurance Group, a global insurance and reinsurance company (2014 to present) (Director 2014 to 2017; Chairman 2017 to present)

Qualifications and Attributes

As senior partner and vice chairman of Deloitte, LLP, Mr. Freda served Deloitte’s most significant clients and maintained key relationships, acting as a strategic liaison to the marketplace as well as to professional and community organizations. Mr. Freda joined Deloitte in 1974 and built a distinguished record of service during his40-year career, having served on a wide range of multinational engagements for many of Deloitte’s largest and most strategic clients. Mr. Freda brings to the Board key insight and perspective on risk management, international expansion and client relationships gained through his extensive experience interacting with audit committees, boards of directors and senior management. He serves as a trustee of Bentley University. Previously, Mr. Freda has served as the chairman of Catholic Community Services, the United Way of Essex and West Hudson and the AICPA Insurance Companies Committee and was a U.S. Representative to the International Accounting Standards Committee’s Insurance Steering Committee. Mr. Freda received his B.S. in accounting from Bentley University.

STATE STREET CORPORATION    17

State Street Corporation

21


  Item 1(continued)(cont.)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

SEAN O’SULLIVAN

Age 64, Director Since 2017

Board Roles and Committees

•   Risk Committee

•   Technology and Operations Committee

Career Highlights

•   Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc., an NYSE-listed banking and financial services organization (2011 to 2014); Executive Director and Chief Technology and Services Officer, HSBC Bank plc. (2007 to 2010); other various positions throughout his34-year tenure

Qualifications and Attributes

As the Group Managing Director and Group Chief Operating Officer of HSBC Holdings, plc., Mr. O’Sullivan led the bank’s global operations and information technology functions, with worldwide responsibilities for business transformation, organizational restructuring and operational effectiveness. Prior to assuming the role of Group Managing Director and Group Chief Operating Officer, Mr. O’Sullivan held various positions throughout HSBC in the U.S., Canada and Europe. His long tenure at HSBC provided him with valuable experience with the operational and technology challenges faced by a large, global financial institution as well as the management of overall company effectiveness and efficiency, including development of a global approach to expense management and operational risk management. Mr. O’Sullivan is a member of the Information Technology Advisory Committee at the University of British Columbia and a former trustee of the York University Foundation. He is a dual citizen of Canada and the U.K. and received a B.A. degree from the Ivey School of Business at Western University.

 

 

 

LOGO

RICHARD P. SERGEL

Age 70, Director Since 1999

Board Roles and Committees

•   Examining and Audit Committee

•   Executive Committee

•   Human Resources Committee (Chair)

•   Nominating and Corporate Governance Committee

Career Highlights

•   Retired President and Chief Executive Officer, North American Electric Reliability Corporation (NERC), a self-regulatory organization for the bulk electricity system in North America (2005 to 2009)

•   Director, Emera, Inc., a Toronto Stock Exchange-listed energy and services company (2010 to present)

•   Former President and Chief Executive Officer, New England Electric System (and its successor company, National Grid USA), an NYSE-listed electric utility (1998 to 2004)

Qualifications and Attributes

Mr. Sergel’s responsibilities as chief executive officer of the North American Electric Reliability Corporation included imposing statutory responsibility and regulating the industry through adoption and enforcement of standards and practices. To do so, he led NERC to establish the first set of legally enforceable standards for the U.S. bulk power system. Prior to joining NERC, he spent 25 years with the New England Electric System, where he oversaw the merger with National Grid in 2000. His extensive practical and technical expertise in navigating the energy market through regulatory change and major transactions offers the Board important perspective on the evolving financial services industry and regulatory environment. Mr. Sergel served in the United States Air Force reserve from 1973 to 1979 and has served as a director of Jobs for Massachusetts and the Greater Boston Chamber of Commerce. He is a former trustee of the Merrimack Valley United Way and the Worcester Art Museum, prior chairman of the Consortium for Energy Efficiency and was a member of the Audit Committee for the Town of Wellesley, Massachusetts. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University and an M.B.A. from the University of Miami.

 

LOGO

Career Highlights

Wallace Brett Donham Professor of Business Administration, Harvard Business School (1984 to present); former Faculty Chair, Leadership Initiative, High Potentials Leadership Program and Organizational Behavior Unit

Director, Harvard Business Publishing

Former Director, Eaton

State Street Corporation an NYSE-listed power management company providing energy-efficient solutions that manage electrical, hydraulic, and mechanical power (1994-2017) (1994 to 2012 as Cooper Industries, Inc., prior to merger with Eaton Corporation; 2012 to 2017 as Eaton Corporation); member of the Governance Committee and Compensation and Organization Committee

Qualifications and Attributes

Ms. Hill is the author of several books and articles focusing on the principles and qualifications for effective leadership and management. Through her research, consulting and academic perspectives, affiliation with Harvard Business School and experience as a public company director, Ms. Hill brings to the Board an effective understanding of market and competitive trends in executive talent development, leading innovation, corporate governance matters and implementation of global strategies. She is an active member in her community, serving as trustee to the Global Citizens Initiative and The Art Center College of Design, and is a special representative to the board of trustees of Bryn Mawr College. Ms. Hill is a former trustee of The Rockefeller Foundation and the Nelson Mandela Children’s Fund U.S.A. She received an A.B. degree in psychology from Bryn Mawr College, an M.A. in educational psychology from the University of Chicago and a Ph.D. in behavioral sciences from the University of Chicago and completed her post-doctoral research fellowship at the Harvard Business School.

18    STATE STREET CORPORATION

22


  Item 1(continued)(cont.)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

GREGORY L. SUMME

Age 63, Director Since 2001

Board Roles and Committees

•   Executive Committee

•   Human Resources Committee

•   Nominating and Corporate Governance Committee (Chair)

Career Highlights

•   Managing Partner and Founder, Glen Capital Partners, LLC, an alternative asset investment fund (2013 to present)

•   Former Managing Director and Vice Chairman of Global Buyout, Carlyle Group, a Nasdaq-listed global asset manager (2009 to 2014)

•   Former Chairman, Chief Executive Officer and President, PerkinElmer, Inc., an NYSE-listed developer and producer of life science equipment and services (1998-2009)

•   Director, NXP Semiconductors, a Nasdaq-listed semiconductor manufacturer (2010 to present) (Director, 2010 to 2015 and Chairman, 2013 to 2015 as Freescale Semiconductor, Inc., prior to its acquisition by NXP Semiconductors in 2015; 2015 to present as NXP Semiconductors)

•   Former Director, LMI Aerospace, a Nasdaq-listed designer and provider of aerospace structures (2014 to 2017)

Qualifications and Attributes

Mr. Summe has extensive management experience leading large and complex corporate organizations in evolving environments. While vice chairman of Carlyle Group, he was responsible for buyout funds in financial services, infrastructure, Japan, the Middle East and African markets and served on the firm’s operating and investment committees. His experience in private equity has afforded him a deepened exposure to understanding varied business models, practices, strategies and environments and assessing value in varied international regions. During his tenure as chairman and chief executive officer at PerkinElmer, Mr. Summe led the company’s transformation from a diversified defense contractor to a technology leader in health sciences. Prior to joining PerkinElmer, Mr. Summe held leadership positions at AlliedSignal (now Honeywell), General Electric and McKinsey & Co. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, respectively, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He is also in the Engineering Hall of Distinction at the University of Kentucky.

 

 

DIRECTOR NOT STANDING FOR REELECTION AT THE 2020 ANNUAL MEETING

LOGO

Career Highlights

State Street Corporation, Chairman (2011 to present); Chief Executive Officer (2010 to present); PresidentKennett F. Burnes’ service as a director will end at the 2020 annual meeting of shareholders and Chief Operating Officer (2008 to 2014)

Former President and Chief Executive Officer, Boston Financial Data Services (1990 to 2000)

Former President and Chief Executive Officer, National Financial Data Services (1988 to 1990)

Qualifications and Attributes

the Board thanks him for his service. Mr. Hooley joined State Street in 1986 andBurnes currently serves as Chairman and Chief Executive Officer. He served as President and Chief Operating Officer from April 2008 to December 2014. From 2002 to April 2008, Mr. Hooley served as Executive Vice President and head of Investor Services and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading. Mr. Hooley was elected to serve on the Board of Directors in October 2009,Human Resources Committee, Nominating and he was appointed Chairman of the Board in January 2011. His leadership experienceCorporate Governance Committee and core understanding of State Street’s full range of services brings to the Board a detailed, innovativeTechnology and thorough perspective on State Street’s key operations, strategic initiatives and client relationships globally. Mr. Hooley serves asOperations Committee. He has been a member of the board of directors ofBoard since 2003 and preceded Amelia Fawcett as the Federal Reserve Bank of Boston and a member of the Financial Services Forum in Washington D.C. He is a director on the board of Boys & Girls Clubs of Boston, the President’s Council of the Massachusetts General Hospital and the Massachusetts Competitive Partnership and is a trustee of the board of Boston College. He received his B.S. degree from Boston College.independent Lead Director.

 

STATE STREET CORPORATION    19

State Street Corporation

23


   Item 1(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO

Career Highlights

Retired Group Managing Director and Group Chief Operating Officer (2011 to 2014), HSBC Holdings, plc., an NYSE-listed banking and financial services organization; Executive Director and Chief Technology and Services Officer, HSBC Bank plc. (2007-2010); other various positions throughout his34-year tenure.

Qualifications and Attributes

As the Group Managing Director and Group Chief Operating Officer of HSBC Holdings, plc., Mr. O’Sullivan led the bank’s global operations and information technology functions, with worldwide responsibilities for business transformation, organizational restructuring and operational effectiveness. Prior to assuming the role of Group Managing Director and Group Chief Operating Officer, Mr. O’Sullivan held various positions throughout HSBC in the U.S., Canada and Europe. His long tenure at HSBC provided him with valuable experience with the operational and technology challenges faced by a large, global financial institution as well as the management of overall company effectiveness and efficiency, including development of a global approach to expense management and operational risk management. Mr. O’Sullivan is a member of the Information Technology Advisory Committee at the University of British Columbia and a former trustee of the York University Foundation. He is a dual citizen of Canada and the U.K. and received a B.A. degree from the Ivey School of Business at Western University.

20    STATE STREET CORPORATION


   Item 1(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

LOGO

Career Highlights

Retired President and Chief Executive Officer, North American Electric Reliability Corporation, NERC, a self-regulatory organization for the bulk electricity system in North America (2005 to 2009)

Director, Emera, Inc., a Toronto Stock Exchange-listed energy and services company (2010 to present)

Former President and Chief Executive Officer, New England Electric System (and its successor company, National Grid USA), an NYSE-listed electric utility (1998 to 2004)

Qualifications and Attributes

Mr. Sergel’s responsibilities as chief executive officer of the North American Electric Reliability Corporation included imposing statutory responsibility and regulating the industry through adoption and enforcement of standards and practices. To do so, he led NERC to establish the first set of legally enforceable standards for the U.S. bulk power system. Prior to joining NERC, he spent 25 years with the New England Electric System, where he oversaw the merger with National Grid in 2000. His extensive practical and technical expertise in navigating the energy market through regulatory change and major transactions offers the Board important perspective on the evolving financial services industry and regulatory environment. Mr. Sergel served in the United States Air Force reserve from 1973 to 1979 and has served as a director of Jobs for Massachusetts and the Greater Boston Chamber of Commerce. He is a former trustee of the Merrimack Valley United Way and the Worcester Art Museum, prior chairman of the Consortium for Energy Efficiency and was a member of the Audit Committee for the Town of Wellesley, Massachusetts. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University and an M.B.A. from the University of Miami.

STATE STREET CORPORATION    21


   Item 1(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

LOGO

Career Highlights

Managing Partner and Founder, Glen Capital Partners, LLC, an alternative asset investment fund (2013 to present)

Former Managing Director and Vice Chairman of Global Buyout, Carlyle Group, a Nasdaq-listed global asset manager (2009 to 2014)

Former Chairman, Chief Executive Officer and President, PerkinElmer Corp, an NYSE-listed developer and producer of life science equipment and services (1998-2009)

Director, NXP Semiconductors, a Nasdaq-listed semiconductor manufacturer (2010 to present) (Director, 2010 to 2015 and Chairman, 2013 to 2015 as Freescale Semiconductor, Inc., prior to its acquisition by NXP Semiconductors in 2015; 2015 to present as NXP Semiconductors)

Former Director, LMI Aerospace, a Nasdaq-listed designer and provider of aerospace structures (2014 to 2017)

Former Director, Automatic Data Processing, Inc., a Nasdaq-listed provider of business outsourcing solutions (2007 to 2014)

Qualifications and Attributes

Mr. Summe has extensive management experience leading large and complex corporate organizations in evolving environments. While vice chairman of Carlyle Group, he was responsible for buyout funds in financial services, infrastructure, Japan, the Middle East and African markets and served on the firm’s operating and investment committees. His experience in private equity has afforded him a deepened exposure to understanding varied business models, practices, strategies and environments and assessing value in varied international regions. During his tenure as chairman and chief executive officer at PerkinElmer, Mr. Summe led the company’s transformation from a diversified defense contractor to a technology leader in health sciences. Prior to joining PerkinElmer, Mr. Summe held leadership positions at AlliedSignal (now Honeywell), General Electric and McKinsey & Co. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He is also in the Engineering Hall of Distinction at the University of Kentucky.

22    STATE STREET CORPORATION


2018 NOTICE OF MEETING AND PROXY STATEMENT   

 

EXECUTIVE COMPENSATIONExecutive Compensation

Compensation Discussion and Analysis

In this compensation discussion and analysis, or CD&A, we describe our approach to executive compensation, including our philosophy, design and process and the alignment of our incentive compensation with our risk alignment.management principles. We also describe 2017 compensation decisions for 2019 for the following named executive officers, who we refer to as our NEOs.or NEOs:

 

Joseph L. HooleyRonald P. O’HanleyChairmanPresident and Chief Executive Officer

 

Eric W. Aboaf — Executive Vice President and Chief Financial Officer

 

Ronald P. O’HanleyFrancisco Aristeguieta Executive Vice President and Chief OperatingExecutive Officer for International Business

 

Jeffrey N. Carp— Executive Vice President, Chief Legal Officer and Secretary

Andrew J. Erickson— Executive Vice President and Head of State Street Global Services

Cyrus Taraporevala — President and Chief Executive Officer of State Street Global Advisors (SSGA)

Michael W. Bell — Former Executive Vice President and Chief Financial Officer

In this CD&A, references to the Compensation Committee, or to the Committee are references to the Executive CompensationHuman Resources Committee of our Board of Directors.the Board.

CD&A Table of Contents

CD&A Table of ContentsPage

Executive Summary

25

Compensation Philosophy

28

New Compensation Program Features for the 2019 Compensation Year

28

Compensation Vehicles and Design

30

2019 Compensation Decisions

31

Prior Year Performance-Based RSU Awards

40

Other Elements of Compensation

40

Other Elements of Our Process

43

Human Resources Committee Process Concerning Risk Alignment

45

Executive Equity Ownership Guidelines, Practices and Policies

45

 

  

 Page 

  Executive Summary

State Street Corporation

 

 

23  

   Shareholder Outreach and“Say-on-Pay”24

28  

  Compensation Committee Process Concerning Risk Alignment

28  

  Compensation Philosophy

29  

  Compensation Design Elements

30  

  2017 Compensation Decisions

31  

  Other Elements of Our Process

41  

  Other Elements of Compensation

43  

  Executive Equity Ownership Guidelines, Practices and Policies

45  

Tax Deductibility of Executive Compensation

46  

Executive Summary

2017 Corporate Performance Highlights

In 2017, our 225th anniversary year, we honored State Street’s heritage of stewardship and innovation by continuing to invest in, strengthen and evolve our business to meet our clients’ ever-changing needs. We achieved strong financial results for the year while advancing our digital strategy, developing new solutions to support our clients, positioning State Street for continued growth and demonstrating our ongoing commitment to risk excellence. Our results reflect strength across our asset servicing and asset management businesses, increased client demand for our products and services and disciplined expense control. Strong global equity markets and rising interest rates also created a favorable environment for revenue growth. Below are selected key indicators we use to monitor our performance. The Committee also considered these indicators in evaluating 2017 corporate performance for compensation purposes. Additional factors considered by the Committee are described under the heading “2017 Compensation Decisions—Corporate Performance.”

STATE STREET CORPORATION    23


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Financial Performance HighlightsExecutive Summary

Consolidated Financial Performance

 

  ($ In millions, except per share data)

 

  

2017

 

   

2016

 

   

% Change     

 

 

 

  Revenue

 

  

 

$

 

 

  11,170

 

 

 

 

  

 

$

 

 

  10,207

 

 

 

 

  

 

 

 

 

9.4%

 

 

 

 

 

  Total fee revenue

 

 

  

 

 

 

 

8,905

 

 

 

 

  

 

 

 

 

8,116

 

 

 

 

  

 

 

 

 

9.7%

 

 

 

 

  Diluted earnings per share (EPS)

 

  

 

 

 

 

5.24

 

 

 

 

  

 

 

 

 

4.97

 

 

 

 

  

 

 

 

 

5.4%

 

 

 

 

 

  Return on average common equity (ROE)

 

 

  

 

 

 

 

10.6%

 

 

 

 

  

 

 

 

 

10.5%

 

 

 

 

  

 

 

 

 

1.0%

 

 

 

 

Revenue, EPSTo better align pay outcomes with both individual and ROE, presented in accordance with U.S. generally accepted accounting principles (GAAP), all increased in 2017 from 2016corporate performance results for the year, including providing a more direct link to annual corporate results, the Committee approved a new compensation structure as shown indescribed under the table above. Results also increasedheading “New Compensation Program Features for the 2019 Compensation Year.” The payout under the 2019 program is determined based on an operating(non-GAAP) basis, which includes revenue fromnon-taxable sources on a fully taxable equivalent basis and excludes the impact of revenue and expenses outsideindividual performance (60% of the normal courseincentive award target) and corporate performance (40% of business. See “Other Elementsthe incentive award target).

Corporate Performance Summary

2019 began with significant challenges, including financial market weakness, falling interest rates and increased client fee pricing pressure, and our revenue,pre-tax margin, diluted earnings per share (EPS) and return on average common equity (ROE) all decreased in 2019 from 2018. In the face of ourProcess—Non-GAAP Information” below for an explanation of our operating(non-GAAP) basis financial presentation.

Total Shareholder Return (TSR)

    

State Street

 

 

S&P

Financial

Index

 

 

Peer

Group

Median(1)

 

  1-Year TSR

 

 

   

 

 

 

 

27.83

 

 

%

 

  

 

 

 

 

22.14

 

 

%

 

  

 

 

 

 

16.00

 

 

%

 

  3-Year TSR

 

    

 

31.90

 

%

 

   

 

47.58

 

%

 

   

 

39.13

 

%

 

(1)

Based on our12-firm compensation peer group; for more information on our compensation peer group see below under the heading, “Other Elements of Our Process—Peer Groupthese headwinds, we acted aggressively to stabilize revenues and reduce expenses and Benchmarking.”

Strategic Objective Performance Highlights

We made progress on several important strategic objectives during 2017. Thesekey business objectives. Actions included:

 

Grewstrengthening our asset servicing and asset management businesses,value proposition to clients, including increasingthe ongoingyear-endbuild-out assets under custody and administration (AUCA) by 15% to $33.12 trillion and assets under management (AUM) by 13% to $2.78 trillion, each compared toof ouryear-endfront-to-back 2016, supported by strong global equity marketsState Street Alpha platform

 

Made major stridessuccessfully executing a firm-wide expense savings program that exceeded initial targets and resulted in the implementation of State Street Beacon, our multi-year strategy to digitize our business, deliver significant value and innovation for our clients and lower expenses across the organization, includingapproximately $415 million in gross expense savings during 2019

 

delivered industry-leading improvementsreorganized the leadership of our multi-regional international business under a single executive to further our growth objectives

Due to these actions and the steady recovery of U.S. average market levels in speed2019,our financial results in the second half of servicethe year improved relative to the first half of the year. Total revenue for the second half of the year increased by approximately 3%, total fee revenue increased approximately 2% and transparencyEPS increased approximately 7%, in each case relative to the first half of the year. With regard to risk management performance, we made progress on initiatives to improve our financial risk posture, but did not achieve desired non-financial risk improvement. While we know more is required for our clients

achieved approximately $150 million of netpre-tax program savings target for 2017, approximately $10 million more than projected

Developed new solutions to meet our clients’ needs, including launching

a suite of 15ultra-low-cost SPDR® Portfolio exchange-traded funds (ETFs) that provide investors access to a wide range of equity and fixed income asset classes

ESGXSM, an analytics tool designed to identify and highlight potential sources of environmental, social and governance risk that may be overlooked by traditional financial analysis

Continuedus to advance risk excellence as a top organizational priority, making considerable progressour overall performance, we are nonetheless confident in strengthening our controls and operating environment and reinforcing a strong culture

For further details on these and other initiatives, see below under the headings “2017 Compensation Decisions—Corporate Performance” and “2017 Compensation Decisions—Individual Compensation Decisions.”



24    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Additional Performance Highlights

Returning Value to Shareholders

We declared total quarterly common stock dividends of $1.60 per share in 2017, or approximately $596 million, compared to total quarterly common stock dividends of $1.44 per share, or approximately $559 million, in 2016

We purchased approximately 16.8 million sharestrajectory of our common stock in 2017 at a total cost of approximately $1.45 billion, comparedbusiness and focused on continuing to purchases of approximately 21.1 million shares at a total cost of approximately $1.37 billion in 2016

Capital Levels

Our regulatory capital levels remained well above current regulatory minimum requirements in 2017.

  Capital Ratio

 

State Street Corporation

December 31, 2017(1)

 

 

2017 Minimum Requirements    

Including Capital Conservation Buffer    

andG-SIB Surcharge(2)

 

 

  Common Equity Tier 1 Risk-Based Capital

 

 

 

 

 

11.9

 

 

%

 

 

 

 

 

6.5%    

 

 

 

 

  Tier 1 Risk-Based Capital

 

 

 

 

 

15.0

 

 

%

 

 

 

 

 

8.0%    

 

 

 

 

  Total Risk-Based Capital

 

 

 

 

 

16.0

 

 

%

 

 

 

 

 

10.0%    

 

 

 

 

  Tier 1 Leverage

 

 

 

 

 

7.3

 

 

%

 

 

 

 

 

4.0%    

 

 

 

(1)

Calculated in conformity with the “standardized approach” provisions of the Basel III final rule issued by the Board of Governors of the Federal Reserve System in July 2013.

(2)

Minimum common equity tier 1 risk-based capital, minimum tier 1 risk-based capital and minimum total risk-based capital presented include the transitional capital conservation buffer as well as the estimated transitionalG-SIB surcharge beingphased-in beginning January 1, 2016 through January 1, 2019 based on an estimated 1.5% surcharge in all periods.

CCAR Results

We completed the Federal Reserve’s 2017 Comprehensive Capital Analysis and Review, or CCAR process, without Federal Reserve objection toimprove our 2017 capital plan. Under Federal Reserve rules, we must submit an annual capital plan to the Federal Reserve, taking into account the results of separate stress tests designed by us and by the Federal Reserve.

Resolution Plan Assessment

As a requirement of the regulatory reforms under the Dodd-Frank Act, State Street, along with other banking institutions with $50 billion or more in total assets, periodically prepares and files its resolution plan in order to demonstrate State Street’s plan of orderly resolution in the event of major financial distress or failure. We submitted our 2017 Resolution Plan, commonly referred to as a “living will,” to the Federal Reserve and the Federal Deposit Insurance Corporation on June 30, 2017, and the agencies announced that they did not identify any deficiencies or shortcomings in the plan.

Other Matters

State Street’s 2017 performance is reviewed in greater detail, along with relevant risks associated with our business, results of operations and financial condition, in our annual report on Form10-K,performance. which accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC.

2017 Leadership Transition

On November 7, 2017, we announced that Mr. Hooley will retire as Chief Executive Officer by the end of 2018 and will remain as Chairman of the Board of Directors throughout 2019. State Street’s Board of Directors appointed Mr. O’Hanley to serve as our President and Chief Operating Officer effective November 6, 2017. Mr. O’Hanley will succeed Mr. Hooley as State Street’s Chief Executive Officer upon Mr. Hooley’s retirement. As part of this transition we announced several other changes to the leadership team, including retirements, promotions and other key leadership changes. Messrs. Aboaf, Erickson and Taraporevala, in particular, saw significant increases in their responsibilities, supporting the implementation of this transition. Mr. Taraporevala was appointed President and Chief Executive Officer of SSGA, Mr. Erickson was appointed Head of State Street Global Services and Mr. Aboaf took on responsibility for our Global Strategy function, in addition to his responsibilities as our Chief Financial Officer that he assumed earlier this year.



STATE STREET CORPORATION    25


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

2017 Corporate and NEO Performance Evaluations

Corporate Performance

In determining our current NEOs’ compensation for 2017,2019, the Compensation Committee evaluated State Street’s overall corporate performance. ThisConsistent with prior years, this evaluation included a structured assessment of corporate performance based on three discrete scorecards that capture State Street’s annual performance against financial, strategicbusiness and risk management objectives. Improvement in the second half of the year, particularly with respect to financial and business performance, tempered the disappointing start to 2019. However, the Committee concluded that State Street’s full year Overall Performance was Below Expectations as a result of financial and risk management performance against objectives. Our corporate performance is described in more detail under the heading “2019 Compensation Decisions—Corporate Performance.” The Committee’s conclusions are shown below:

 

Corporate Performance Scorecards

2019 Committee Evaluation
Financial PerformanceBelow Expectations
Business PerformanceAt Expectations
Risk Management PerformanceBelow Expectations
Overall PerformanceBelow Expectations

Corporate Performance Evaluation Outcome.Based on the Committee’s evaluation of State Street’s overall performance, the Committee applied a 62.5% factor against target for the corporate component of the 2019 incentive awards made to all executive officers, as described below.

NEO Performance Summary

In determining our NEOs’ compensation for 2019, the Committee also evaluated each NEO’s individual performance, including assessments of:

financial, business and risk management objectives derived from the corporate scorecards

leadership and talent-related performance, including a focus on diversity and inclusion and employee engagement and development



State Street Corporation

 

 

2017 Committee Evaluation

Financial Performance

Above Expectations

Strategic Objectives Performance

Above Expectations

Risk Management Performance

At Expectations

Overall Performance

Above Expectations

25

NEO Performance and Compensation

Based on the year’s strong performance as described above, and detailed further under the heading “2017 Compensation Decisions—Individual Compensation Decisions,” our current NEOs were paid above their target incentives for 2017.(1)

Annual Incentive. The Compensation Committee awarded annual incentives to our current NEOs ranging from 125% to 158% of target for 2017, based on the Above Expectations assessment of overall corporate performance. Individual awards reflect the Committee’s evaluation of the current NEOs’ overall 2017 performance, which included particularly strong strategic and financial performance, achieved with appropriate consideration to risk management. Consequently, the Committee believed annual incentives above target to be appropriate.

Long-Term Incentive. The value ultimately realized from long-term incentives will be based on future stock price performance. In addition, a majority of the long-term incentive is only paid if specific financial targets are achieved. Therefore, our long-term incentive awards remain relatively consistent with target compensation levels, absent a change in the executive’s responsibilities, State Street’s long-term performance trend or market practices. As noted below under “New Compensation Program Elements,” in 2017 the Committee formalized its assessment of actions and behaviors upon which the long-term incentive may vary. The formalized assessment evaluated leadership qualities based on factors such as diversity and inclusion, talent development and employee engagement. The Committee awarded long-term incentive awards for our current NEOs ranging from 95% to 100% of target for 2017.

For additional information concerning how the Committee incorporated the individual performance of Mr. Hooley and our other current NEOs into 2017 compensation decisions, see “2017 Compensation Decisions—Individual Compensation Decisions.”

(1)

Mr. Bell ceased serving as our Chief Financial Officer in March 2017 and did not receive incentive compensation for 2017 performance.



26    STATE STREET CORPORATION


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

While overall corporate performance for 2019 was Below Expectations, State Street’s management team took a number of actions that delivered strong results in the second half of 2019, reversing unsatisfactory revenue trends and exceeding expense management goals. The Committee’s review of each NEO’s individual performance is discussed in more detail in the discussion under “2019 Compensation Decisions—Individual Performance and Compensation Decisions” below.

NEO Incentive Compensation Decisions

For 2019, the Committee awarded our NEOs total incentive awards ranging from 83% to 97% of target, reflecting both our performance as a company as well as each NEO’s individual performance, as described in more detail under the heading “2019 Compensation Decisions—Individual Performance and Compensation Decisions.”

Given Mr. O’Hanley’s responsibility as Chief Executive Officer for overall company performance, the Committee’s decision on his compensation was primarily driven by its evaluation of overall company results, and he received a total incentive award of 83% of target. This decision resulted in equity- and cash-based incentive elements below target, as presented in the chart below:

LOGO

NEO Incentive Compensation Mix(1)

Incentive awards are delivered through four award vehicles, as described in the “Compensation Vehicles and Design” table below. The incentive compensation mix emphasizes deferral and performance-based equity. 90% of incentive awards for our NEOs are deferred. In addition, 67% of our CEO’s and 62% of our other NEOs’ equity awards are performance-based restricted stock units, referred to as performance-based RSUs. This structure is designed to drive financial performance and to align incentives with the performance experienced by our shareholders. For 2019, incentive awards were delivered in: performance-based RSUs; deferred stock awards, referred to as DSAs; deferred value awards (deferred cash), referred to as DVAs; and immediate cash, as shown below:

LOGO

LOGO

(1)

Does not include Mr. Aristeguieta. In connection with his offer of employment, State Street agreed to provide Mr. Aristeguieta with 2019 incentive compensation via a pay mix consisting of: 40% performance-based RSUs; 25% DSAs; 20% DVAs; and 15% cash.



State Street Corporation

26


 

 

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Sound Compensation and Corporate Governance Practices

Our NEO compensation practices are designed to support good governance and avoidmitigate against excessive risk-taking incentives.risk-taking. We regularly review and refine our governance practices considering several factors, including feedback from ongoing engagement with our shareholders.

 

LOGO

 

LOGO



STATE STREET CORPORATION    27


LOGO

What We Do

   Executive Compensation(continued)•   Long-term performance-based equity awards in the form of performance-based RSUs

•   Significant deferred equity- and cash-based incentive compensation

•   Active engagement with shareholders on compensation and governance issues

•   Close interaction between the Human Resources Committee and our Risk Committee and Examining and Audit Committee

•   Independent compensation consultant

 

  2018 NOTICE OF MEETING AND PROXY STATEMENT   

•   Clawback and forfeiture provisions to permit recoupment of incentive compensation

•   “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-compete and other restrictive covenants

•   Annual review of incentive compensation design for alignment with risk management principles

 

 

LOGO

What We Do Not Do

•   Nochange-of-control excise taxgross-up

•   No “single-trigger”change-of-control vesting or cash payments

•   No option repricing

•   No short-selling, options trading, hedging or speculative transactions in State Street securities

•   No taxgross-ups on perquisites(1)

•   No multi-year guaranteed incentive awards

 

(1)

Excluding certain international assignment and relocation benefits.

  New Compensation Program Elements

  We made the following enhancements to NEO compensation policies and practices in 2017:

LOGO



Shareholder Outreach and“Say-on-Pay”

In reviewing compensation design and governance practices, the Compensation Committee considers market practicetrends and regulatory guidance, as well as other factors, including shareholder feedback. The Committee receives feedback from our shareholders through two primary channels:

 

 

Shareholder Outreach. We engage with our largest shareholders to understand their specific perspectives on our compensation and governance programs. For 2017,2019, we held discussionsengaged or requested engagement with shareholders representing more than 30%half of our outstanding common stock

 

 

“Say-on-Pay.” At our annual shareholder meeting, we ask our shareholders to approve anon-binding advisory proposal on executive compensation. At our 20172019 annual meeting, our shareholders approved thatthe proposal with over 96%90% of the votes cast

Based on discussions with our shareholders and the results of our“say-on-pay” vote, and shareholder outreach, the Committee believes that our shareholders support our overall executive compensation program. For the 20172019 compensation year, we therefore continued many of the elements of our existing compensation program, such as maintaining a high level of performance-based equity and deferral for incentive compensation awards to our NEOs, as well as emphasizingNEOs. One area of specific discussion we had with several of our shareholders in recent years involved the clarity and transparency of the relationship between individual pay foroutcomes and company performance. For example, several shareholders requested additional detail on the relationship between scorecard-based evaluations of corporate performance and alignmentindividual pay decisions. These discussions, together with shareholder interests.

long-term strategic and other considerations, informed the changes to the structure of our compensation program for 2019, described under “New Compensation Committee Process Concerning Risk AlignmentProgram Features for the 2019 Compensation Year,” below.

For 2017, we continued our focus on aligning incentive compensation with appropriate risk management principles. We provide incentives designed not to encourage unnecessary or excessive risk-taking and have established additional process controls and oversight. These features include:



 

  

Compensation Committee Interaction and Overlap with Risk Committee.The Compensation Committee regularly communicates with the Risk Committee of our Board of Directors to integrate the Risk Committee’s input into compensation decisions. The Chair of the Risk Committee also serves on the Compensation CommitteeState Street Corporation

27

28    STATE STREET CORPORATION


   Executive Compensation(continued)

      

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Corporate Risk Summary Review. The Compensation Committee periodically reviews a corporate risk summary, prepared by the Chief Risk Officer, evaluating firm-wide risk in several categories

Annual Compensation Risk Review.The Compensation Committee annually reviews a presentation by the Chief Risk Officer and the Chief Human Resources Officer evaluating our compensation programs and covering:

the alignment of State Street’s compensation plans with its safety and soundness

the activities of a multi-disciplinary control function committee created by management to formally review and assess incentive compensation arrangements throughout the organization

the identification of executives and other individuals whose roles or activities may expose State Street to material amounts of risk (referred to as “material risk-takers”)

the mechanisms in place for monitoring risk performance and, where appropriate, implementing risk-based adjustments to incentive compensation

Risk-Based Adjustments to Incentive Compensation. We use atwo-pronged process for risk-based adjustments to incentive compensation awards for material risk-takers. This process involves, as appropriate, both: (1) adjustments at the time awards are made(so-calledex ante” adjustments) and (2) adjustments after the awards are made(so-calledex post” adjustments) through possible recoupment of incentive compensation that has already been awarded via forfeiture (before vesting and delivery) or clawback (after vesting and delivery). For more information, see the discussion under “Other Elements of Compensation—Recourse Mechanisms” below

Emphasis on Deferral and Equity-Based Compensation. We maintain significant levels of deferred compensation and equity-based compensation for our executives. Combined, these elements align an executive’s compensation with the risks and performance results experienced by our shareholders. The high level of deferral places a significant amount of compensation at risk for possible forfeiture or other downward adjustments in specified circumstances

For a further discussion of the risk alignment of our compensation practices, see below under the heading “Alignment of Incentive Compensation and Risk.”

Compensation Philosophy

State Street’s compensation program for NEOs and other executive officers aims to:

 

attract, retain and motivate superior executives and drive strong leadership behaviors

 

reward those executives for meeting or exceeding annualindividual and long-termcompany financial and strategicbusiness 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

New Compensation Program Features for the 2019 Compensation Year

To better align pay outcomes with both corporate and individual performance results for the year, the Committee approved a new compensation structure. The changes from theSTATE STREET CORPORATIONpre-2019    29 compensation program along with the associated rationale are outlined below:

LOGO

Comparison of Pre-2019 Compensation Program vs. 2019 Compensation Program for NEOs Pre-2019 Compensation Program 2019 Compensation Program Incentive Compensation Targets and Delivery Vehicles Separate annual and long-term incentive targets established for each executive officer Annual incentive award varied within a range of 0 - 200% of target and was delivered through immediate cash and DVAs Long-term incentive award varied within a range of 80 - 120% of target and was delivered through performance-based RSUs and DSAs A single total incentive target established for each executive officer Incentive award may vary within a range of 0-200% of target and is delivered through the same four vehicles used previously and described below To determine final incentive value, target is split into individual performance and corporate performance components Determining Individual Compensation Awards Annual incentive award driven by enterprise- and individual-level scorecard-based evaluations of financial, strategic and risk management performance Long-term incentive award driven by State Street's long term performance trend and the core responsibilities associated with the NEO's role overtime, including leadership and talent-related performance Determining Individual Compensation Awards Individual performance component driven by individual-level scorecard-based evaluations of individual financial, strategic, risk and leadership and talent-related performance Corporate performance component driven by enterprise-level scorecard-based evaluations of financial, strategic and risk management performance Individual and corporate performance component values are summed and delivered through established incentive award mix Rationale for Changes Separate individual and corporate performance components provide clearer accountability for individual and corporate results Pay structure results in a wider range of possible pay outcomes and more closely links equity-based awards to current year performance Individual performance component increases individual accountability for current year outcomes and results in greater pay variability The same factor is applied to the corporate performance component for all executive officers, providing a more transparent link to annual corporate results and promoting shared accountability

State Street Corporation

28


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Accordingly, the Committee used the following framework to determine 2019 compensation year awards for the NEOs:

 

LOGO

Preliminary Incentive Compensation (1C) Recommendation Consideration of Other Factors Outcome & Delivery Individual Component (Individual Performance = 60% of Total 1C Tarqet) Corporate Component (Corporate Performance = 40% of Total 1C Taraet) Based on performance against individual objectives: Financial Business Risk Excellence Leadership & Talent Based on Corporate Performance scorecards: Financial Business Risk Excellence Committee and Other Directors' Evaluation of the NEOs Market compensation levels, trends, and practices Relative Performance vs. Peer Companies(1) Final CEO 1C delivered in: 10% Immediate Cash 15% Deferred Value Awards 25% Deferred Stock Awards 50% Performance-based RSUs (represents 67% of equity delivered) Final Other NEO IC delivered in(2): 10% Immediate Cash 25% Deferred Value Awards 25% Deferred Stock Awards 40% Performance-based RSUs (represents 62% of equity delivered)

(1)

Our15-company compensation peer group is described below under the heading, “Other Elements of Our Process—Peer Group and Benchmarking.”

(2)

In connection with his offer of employment, State Street agreed to provide Mr. Aristeguieta with 2019 incentive compensation via a pay mix consisting of: 40% performance-based RSUs; 25% DSAs; 20% DVAs; and 15% cash.

State Street Corporation

29


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Compensation Vehicles and Design Elements

Elements of Compensation.Compensation Design. Key elements of our total Total compensation program for our NEOs2019 was delivered via base salary and incentive compensation. Incentive compensation for 2017 are described below.2019 was delivered through the following vehicles:

 

   ElementVehicle  Vehicle Description  Considerations and Rationale

Clawback,  

Forfeiture  

and  

Ex Ante

Mechanisms(1)

  SalaryEquity-Based Incentive Compensation

(75% of incentive compensation for CEO; 65% for Other NEOs)

Performance-

  Base Salary

Based Restricted

•   Fixed annual cash amountStock Units

•   Paid periodically throughout the year

•   Compensates employees throughout the year forday-to-day responsibilities

  Annual Incentive Compensation

  Cash Incentive

  (non-deferred)

•   Variable cash amount

•   Paid as part of annual incentive compensation

•   Provides a limited, immediately paid incentive opportunity based on annual performance

  Deferred Value

  Awards (DVAs)(2)

•   DVAs are units representing a notional invest
ment in a money market fund

•   Upon vesting, notional units are paid in cash

•   Vest ratably in 16 quarterly installments begin
ning in May 2018

•   Number of actual units awarded is increased to provide an estimated annual return of approximately 3% over the deferral period

•   Subject to time vesting requirements

•   Retains benefits of deferral for a portion of cash-based incentive compensation

•   Cash-based DVAs mitigate the dilutive effects of deferred equity compensation

  Long-Term Incentive Compensation

  Performance -

  Based

  Restricted Stock

  Units (RSUs)

  

•   Equity-based compensation

•   The numberNumber of performance-based RSUs ultimately earned for awards based on 2017 performance are based on State Street’s average annual GAAP ROE performanceand pre-tax margin over the three-year performance period 2018-2020, subject to adjustment forpre-established, objectively determinable factors(3)

•   GAAP ROE performance target is 13%; RSUs are earned under the following schedule:

LOGO(2020 – 2022)

 

•   RSUs ultimately earned “cliff” vestROE and pre-tax margin weighted equally in one installmentdetermining the performance-based RSU payout, resulting in February 2021a total payout range of 0 – 150%, shown in the table below

  

•   Subject to performance-based vesting to align with long-term performance

•   ROE is an important financial performance metric that is monitored closely in our industry

   NEW for 2017 ROE threshold for receiving any of the shares awarded increased from 5% to 8%, with threshold payout rate increasing from 40% to 50%

   NEW for 2017 ROE performance target increased from 11% to 13%

   NEW for 2017 ROE performance required for maximum payout increased to 18% (from 15%). Each award has a maximum payout of 150% (increased from 140%) of the initial number of RSUs awarded which, combined with other design features, results in a risk-balanced incentive for performance above the target

•   Equity-based compensation directly reflectsaligns the rewards and risks shared by our NEOs and our shareholders

•   Performance-based RSUs are aligned with our long-term performance and financial goals

•   Performance-based RSUs granted for 2019 and 2018 performance included pre-tax margin as a second metric in equal weight with ROE, further aligning NEO compensation with our business strategy

LOGO

50% Weighting 50% Weighting ROE ROE Performance Pre-tax Margin Pre-tax Margin Performance Total Payout Range < 8% No Payout + < 24% No Payout 8.0% Threshold + 24.0% Threshold 13.0% Target + 29.0% Target > 18.0% Maximum + >34.0% Maximum = 0 - 150% Total Payout

  

•   Performance-based RSUs ultimately earned “cliff” vest in one installment in February 2023

•   Paid in State Street shares upon vesting

Deferred Stock

Awards (DSAs)

  

•   Equity-based compensation

•   VestDSAs vest ratably in four equal annual installments beginning(with the first installment vesting in February 20192021)

•   Paid in State Street shares upon vesting

  

•   Subject to time vesting requirements

•   Equity-based compensation directly reflectsaligns the rewards and risks shared by our NEOs and our shareholders

Cash-Based Incentive Compensation

(25% of incentive compensation for CEO; 35% for Other NEOs)

Deferred Value

Awards (DVAs)

  

•   DVAs are notionally invested in a money market fund

•   Vest ratably in 16 quarterly installments (with the first installment vesting in May 2020)

•   Paid in cash upon vesting

•   Subject to vesting requirements

Immediate Cash

(non-deferred)

•   Immediate cash award

•   Provides a limited immediate incentive

 

(1)

For more information, see the discussion under “Other Elements of Compensation—Recourse Mechanisms” below.State Street Corporation

30
(2)

For 2017, Mr. Taraporevala participated in an arrangement referred to as the SSGA Long Term Incentive Plan (SSGA LTIP) based on his role prior to his appointment as President and Chief Executive Officer of SSGA in November 2017. Granting of awards, vesting and payment terms under the SSGA LTIP mirror the terms of the DVAs granted

30    STATE STREET CORPORATION


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Recourse Provisions. All incentive compensation awards for our NEOs are subject to clawback and forfeiture provisions. For more information, see the discussion under “Other Elements of Compensation—Adjustment and Recourse Mechanisms” below.

to our other current NEOs. The one material difference is that participants choose among three notional investment options under the SSGA LTIP, including a money market option, which Mr. Taraporevala selected. The money market notional investment is increased to approximate a total annual return target of 3% over the deferral period in the same manner as under the DVA terms.

(3)

Early in each compensation year, the Compensation Committee identifies specific types of objectively determinable factors that could affect performance measures during the year and which will be excluded from the performance measure calculation. Factors that result in an adjustment to the calculation of performance measures include: acquisitions, dispositions and similar transactions and related securities issuances and expenses; changes in accounting principles, tax or banking law or regulations; litigation or regulatory settlements arising from events that occurred prior to the performance period; and restructuring charges and expenses. However, the Committee retains the power to exercise negative discretion, as it deems appropriate, to reduce the actual payouts under performance awards as a result of any of these factors.

Restrictive Covenants.Covenants. Each of ourthe deferred incentive compensation awards granted to our NEOs in 2019 includes restrictive covenants applicable to our NEOs. Beginning with awards granted for 2015 performance, we added provisions concerningnon-competition to thenon-solicitation, confidentiality andnon-disparagementnon-solicitation. provisions included historically in these awards.

20172019 Compensation Decisions

Total Compensation Approach

The Compensation Committee evaluates individual compensation for our NEOs and other executive officers by looking at total direct compensation, consisting of base salary and incentive compensation. The Committee evaluates base salary and incentive compensation levels at least annually.

Base Salary. Base salary is a fixed annual cash amount and is a relatively small portion of total compensation for the NEOs. 2017 annualNone of the NEOs received a base salary rates for the NEOs, other than Mr. Erickson, remained unchanged from their levelsincrease in 2016. Effective April 1, 2017, Mr. Erickson received an increase of $46,727 to his 2016 salary in recognition of his June 2016 appointment as Head of Investment Servicing, Americas and relative internal and external salary levels. Mr. Erickson was appointed to his current role, Head of State Street Global Services, effective in November 2017, but received no further increase to his salary at that time. Mr. Erickson’s base salary is paid in Hong Kong Dollars (HK$) rather than U.S. Dollars (US$). Base salary displayed in this CD&A for Mr. Erickson is converted from HK$ to US$ using the December 29, 2017 exchange rate of 1 HK$ to 0.127948 US$.2019.

Setting Individual Incentive Compensation.Compensation Targets. Incentive compensation is a variable amount, comprising both equity-based elements, awarded as a long-term incentive, and cash-based elements, awarded as an annual incentive both in immediate and deferred cash. The Committee believes a significant amount ofestablishes incentive compensation should take the form of both deferred awards and equity awards. Therefore, to emphasize long-term performance, a high percentage of each NEO’s total incentive compensation is delivered as an equity-based long-term incentive and a portion of the annual incentive is deferred.

By paying a significant portion of our NEOs’ compensation in equity and by requiring vesting of that component over multiple years, the Committee creates an incentive structure where both the rewards and risks of share ownership are shared by our executives and shareholders.

Individual Compensation Targets. For 2017, the Compensation Committee established compensation targets for our NEOs each current NEO’s annual and long-term incentive. Theseyear. The targets wereare based upon an assessment of theon each executive’s role and responsibilities, at State Street and relevantperformance trend, competitive and market factors as well asand internal equity.

For 2019, each NEO’s target total compensation was allocated as follows:

 

Annual Incentive.The annual incentive is composed ofnon-deferred cash and DVAs (and SSGA LTIP awards in lieu of DVAs for Mr. Taraporevala), and is designed to reflect the executive’s performance for the year, including on a strategic, financial and risk management basis. Therefore, the actual annual incentive can vary from target year to year based on State Street’s and the executive’s performance. The final annual incentive award can range between 0% and 200% of target to reflect performance. 2017 annual incentive awards (granted in February 2018) for our current NEOs ranged from 125% to 158% of target.

Long-Term Incentive.The long-term incentive is composed of performance-based RSUs and DSAs and is designed to reflect State Street’s long-term performance trend, as well as the core responsibilities associated with the executive’s role over time. Therefore, the actual long-term incentive awarded is expected to be consistent from year to year, absent a change in (1) State Street’s long-term performance trend, (2) the executive’s responsibilities or (3) market compensation practices. Absent any of these changes, the long-term incentive may still vary within a range of 80% to 120% of the target based on an assessment of actions or behaviors that affect the NEOs’ long-term value to State Street. These behaviors may include prioritizing cross-organization initiatives in support of State Street’s business strategy, serving as an ethical role model, enhancing a culture of compliance and prudent risk-taking and ensuring that management practices, such as diversity and inclusion and employee engagement initiatives, are in place to deliver the required talent pipeline, as well as other considerations deemed appropriate by the Committee. The Committee emphasizes different behaviors from year to year in making long-term incentive decisions

STATE STREET CORPORATION    31


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

relative to each NEO’s target. For 2017, the Committee emphasized factors such as diversity and inclusion, talent development and employee engagement. 2017 long-term incentive awards (granted in February 2018) for our current NEOs ranged from 95% to 100% of target.

NEW for 2017. In determining NEO long-term incentive grants for 2017 performance, the Compensation Committee formalized its assessment of actions and behaviors (as described above) to include factors such as diversity and inclusion, talent development and employee engagement.

The Committee establishes annual and long-term incentive compensation targets for NEOs as well as members of State Street’s Management Committee at the beginning of each year. The 2017 annual and long-term incentive compensation targets established for each of our NEOs, other than Mr. Bell, are listed in the following chart:

  Name(1)  

Base

Salary Rate

   

Target Incentive Compensation(2)

 

   Target Total
Compensation
 
    Annual   Long-Term   Total   
  

 

  Joseph L. Hooley

 

  

 

$

 

 

1,000,000

 

 

 

 

  

 

$

 

 

3,000,000

 

 

 

 

  

 

$

 

 

10,000,000

 

 

 

 

  

 

$

 

 

13,000,000

 

 

 

 

  

 

$

 

 

14,000,000

 

 

 

 

  Eric W. Aboaf(3)

 

   

 

700,000

 

 

 

   

 

1,700,000

 

 

 

   

 

3,100,000

 

 

 

   

 

4,800,000

 

 

 

   

 

5,500,000

 

 

 

  Ronald P. O’Hanley

 

   

 

800,000

 

 

 

   

 

2,900,000

 

 

 

   

 

5,300,000

 

 

 

   

 

8,200,000

 

 

 

   

 

9,000,000

 

 

 

  Andrew Erickson(3)

 

   

 

446,539

 

 

 

   

 

1,050,000

 

 

 

   

 

2,000,000

 

 

 

   

 

3,050,000

 

 

 

   

 

3,496,539

 

 

 

  Cyrus Taraporevala(3)(4)

 

   

 

400,000

 

 

 

   

 

1,600,000

 

 

 

   

 

1,600,000

 

 

 

   

 

3,200,000

 

 

 

   

 

3,600,000

 

 

 

Name  

Base

Salary Rate

  Total Target Incentive
Compensation
    Target Total
Compensation

Ronald P. O’Hanley

   $800,000   $13,200,000     $14,000,000

Eric W. Aboaf

    700,000    5,800,000      6,500,000

Francisco Aristeguieta(1)

    704,000    6,800,000      7,504,000

Jeffrey N. Carp

    650,000    5,500,000      6,150,000

Andrew J. Erickson

    500,480    6,009,600      6,510,080

 

(1)

Mr. Bell ceased serving as our Chief Financial Officer in March 2017 as part of a planned transition. The Committee therefore did not establish incentive compensation targets for his 2017 performance.

(2)

The Committee retains the ability to deviate from the annual and long-term incentive targets (higher or lower), their designed purposes or the form of compensation delivered as it deems appropriate based on performance or other factors or circumstances.

(3)

The award granted to Mr. Aboaf inIn connection with his hiring and the promotion awards grantedoffer of employment, State Street agreed to Messrs. Aboaf, Erickson and Taraporevala described under “2017 Compensation Decisions—Individual Compensation Decisions” were not considered in setting annual and long-term incentive targets and are therefore excluded from this table.

(4)

provide Mr. Taraporevala was not a memberAristeguieta with compensation designed to maintain his 2019 compensation near his expected level of State Street’s Management Committee when 2017 incentive compensation targets were set by the Compensation Committee. His targets were set by Messrs. O’Hanley and Hooley in March 2017, based upon considerations consistent with those used by the Compensation Committee in setting targets for each member of the Management Committee.at his prior employer.

32Determining Incentive Compensation Awards. STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Compensation Assessment Framework

ForFollowing the end of the performance year, the Committee evaluates the individual and corporate component values for each NEO in light of input from the Compensation Committee determinesCEO (on the appropriate level of totalother NEOs) as well as other directors, market compensation for the year. This determination is based on a subjective evaluation of many factors, includinglevels, trends and practices and corporate financial performance individual performance and market, regulatory and shareholder considerations. In evaluating these factors and making 2017 compensation decisions for the current NEOs, the Committee used the following framework:

LOGO

Performance assessed under this framework drives incentive compensation determinations relative to each NEO’s targets, particularly for the annual incentive. The Committee balances corporate and individual resultspeers to reach final total compensation decisions.incentive award amounts, as described above under “New Compensation Program Features for the 2019 Compensation Year”. In doing so,evaluating performance, the Committee may consider additional factors or give greater or less weight to specific notable factors.any factor.

Once the final incentive compensation amount has been determined, the total incentive value is delivered through the established mix of performance-based RSUs, DSAs, DVAs and immediate cash vehicles described in the “Compensation Vehicles and Design” table above.

Corporate Performance

LOGO

Framework Evaluation.As referenced above, theThe corporate performance framework uses a structured evaluation of three discrete, and multi-factor scorecards, which contain both quantitative and qualitative metrics, and cover:

 

financial performance

 

business performance against strategic objectives

 

risk management performance including

State Street Corporation

31


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

The Committee considered the risk management performance of significant individualfinancial, business lines and functions

The Compensation Committee received financial, strategic objectives and risk management performance scorecard updatesscorecards in July and December 2017. The Compensation Committee also received an additional interim financial performance scorecard update in September 2017,2019, as well as the final 2017 financial, strategic objectives and risk management2019 scorecards in early 2018.2020. The full Board of Directors also reviews financial performance at each Board meeting. The Committee’s overall evaluation of corporate performance, balancing positive and negative performance outcomes in each of these scorecards, is a primary driver of incentive compensation decisions for our Chief Executive Officer and for the corporate performance incentive factor for our other NEOs.

In 2017, we achieved strongUnder the 2019 compensation program, all executive officers receive the same corporate performance factor for the 40% of their total target incentive that is based on the Committee’s evaluation of overall corporate performance. Improvement in the second half of the year, particularly with respect to financial and business performance, tempered the disappointing start to 2019. However, the Committee concluded that State Street’s full year performance was Below Expectations as a result of financial and risk management performance against objectives. Consequently, all executive officers received only 62.5% of the corporate performance component of their incentive compensation target, impacting both equity- and cash-based incentive compensation awards. A description of each of the three corporate performance scorecards, including second half trend evaluations, is found below.

Financial Performance.During its evaluation of 2019 performance, the Committee had access to financial results while advancingpresented in conformity with GAAP, as well as financial results presented on a basis that excludes or adjusts one or more items from GAAP. This latter basis is anon-GAAP presentation. In general, our digital strategy, developing new solutionsnon-GAAP financial results adjust selected GAAP-basis financial results to supportexclude the impact of revenue and expenses outside of State Street’s normal course of business or other notable items. Management believes that this presentation of financial information facilitates an investor’s and the Committee’s further understanding and analysis of State Street’s financial performance and trends with respect to State Street’s business operations fromperiod-to-period, including providing additional insight into our underlying margin and profitability. Financial results are presented on anon-GAAP basis in this section, unless otherwise noted.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 ofnon-GAAP measures presented in this CD&A, seeAppendix C.

2019 began with significant challenges, including financial market weakness, falling interest rates and increased client fee pricing pressure, and our revenue,pre-tax margin, EPS and ROE all decreased in 2019 from 2018. In the face of these headwinds, we acted aggressively to stabilize revenues and reduce expenses. Actions included strengthening our value proposition to clients, positioningincluding the ongoingbuild-out of ourfront-to-back State Street for continued growthAlpha platform, and demonstratingthe successful execution of a firm-wide expense savings program that exceeded initial targets and resulted in approximately $415 million in gross expense savings during 2019.

Due to these actions and the steady recovery of U.S. average market levels in 2019, our ongoing commitmentfinancial results in the second half of the year improved relative to risk excellence. Our results reflect strength across our asset servicing and asset management businesses, increased client demand for our products and services and disciplined expense control. Strong global equity markets and rising interest rates also created a favorable environment for revenue growth.the first half of the year.

 

STATE STREET CORPORATION    33

State Street Corporation

32


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

A brief description of each of the three performance scorecards follows:Financial Performance

   

Performance Scorecard

 

 

2019 Performance Highlights

 

 

  

2019 Committee Evaluation

 

 

Key Areas Reviewed:

 

 

Consolidated Financial Performance (excluding notable items,
non-GAAP
(1))

 

        

 

Full Year Evaluation:

Below Expectations

• Revenue

 

($ in millions, except per share data)

 

    

 

2019

 

 

 

    

 

    2018

 

 

 

    

 

    Change

 

 

 

  

• Expenses

 

Total fee revenue

   $9,147      $9,462      (3.3)%     

Second Half Trend:

 

• Pre-tax Margin

 

Total revenue

   11,712      12,139      (3.5)%     At Expectations

• EPS

 

Expenses

   8,675      8,625      0.6%     

• ROE

 

Pre-tax margin

   25.8%      28.8%      (300) bps     

• Structural Expense Savings

 

EPS

   6.17      7.21      (14.4)%     
 

ROE

   10.8%      13.7%      (290) bps     
             
 

($ in millions, except per share data)

 

   

 

2H 2019

 

 

 

   

 

1H 2019

 

 

 

   

 

Change

 

 

 

  
 

Total fee revenue

   $4,627      $4,520      2.4%     
 

Total revenue

   5,907      5,805      1.8%     
 

Expenses

   4,263      4,412      (3.4)%     
 

Pre-tax margin

   27.7%      23.9%      380 bps     
 

EPS

   3.48      2.69      29.4%     
 

ROE

   11.9%      9.7%      220 bps     
         
   
 

Total Shareholder Return (TSR):

   
State
Street
 
 
   
Peer Group
Median(2)
 
 
   

S&P

Financial

Index

 

 

 

  
 

1-Year TSR

   29.3%      31.8%      32.1%     
 

3-Year TSR

   9.2%      24.8%      40.4%     

Additional Financial Performance Detail

(excluding notable items,non-GAAP(1))

Full Year 2019

 

  Performance Scorecard Key Areas ReviewedRevenue declined approximately 3% from 2018, reflecting the elevated level of industry servicing fee pricing pressure, which began to moderate for us in the second half of 2019

 2017 Performance HighlightsExpenses were well managed in 2019, up slightly from 2018 reflecting our acquisition of Charles River Development, which closed on October 1, 2018. We achieved approximately $415 million in structural/ gross expense savings in 2019, exceeding our initial goal of $350 million

 

2017 Committee

Evaluation

  Financial Performance

•   Revenue

•   EPS

•   ROE

•   TSR

•  Overall revenue as well as total fee revenue and net interest revenue increased from 2016 on both a GAAP and operating (non-GAAP) basis(1);2019pre-tax margin, EPS and ROE alsodeclined from 2018

We returned a total of $2.3 billion to our shareholders during 2019 in the form of common stock dividends and share repurchases

2019 revenue growth, EPS and ROE were in the bottom quartile relative to our peer group on a GAAP basis. Ourone-year TSR improved from (34.0%) in 2018 to 29.3% in 2019, but was slightly below our peer group median

1H to 2H 2019

Total revenue and fee revenue both increased approximately 2% and servicing fees increased approximately 3% in the second half of 2019 relative to the first half of 2019

Expenses decreased from the first half of 2019 by approximately 3% for the second half of 2019 as the company executed on its expense savings plan

Pre-tax margin increased from 2016 on both a GAAP and operating basis

•  Selected 2017 GAAP-basis performance metrics, comparedthe first half of 2019 by 380 bps to 27.7% for the mediansecond half of our12-firm compensation peer group(2). Results as follows:

2019

 

 Above ExpectationsEPS increased from the first half of 2019 by $0.79 in the second half of 2019

  ROE increased from the first half of 2019 by 220 bps to 11.9% for the second half of 20192017 Performance Metric

 

12-Firm Compensation

Peer Group(1)

We increased our quarterly dividend 11% to $0.52 per share for each of the third and fourth quarters of 2019 

Revenue growth

Top quartile    

EPS growth

Above median    

ROE

Above median    

TSR (1-Year)

Top quartile    

  Strategic Objectives

  Performance

•   Strengthen our foundation

•   Deliver highly valued services and solutions to our clients

•   Engage our people

•   Drive our strategy

•   Grew our asset servicing and asset management businesses, including increasingyear-end AUCA by 15% to $33.12 trillion and AUM by 13% to $2.78 trillion, each compared toyear-end 2016

•   Made major strides in the implementation of State Street Beacon, our multi-year strategy to digitize our business, deliver significant value and innovation for our clients and lower expenses across the organization, including

•    delivered industry-leading improvements in speed of service and transparency for our clients

•    Achieved ~$150 million of netpre-tax program savings target for 2017, ~$10 million more than projected, supported by strong global equity markets

•   Developed new solutions to meet our clients’ needs, including launching

•    a suite of 15ultra-low-cost SPDR® Portfolio ETFs that provide investors access to a wide range of equity and fixed income asset classes

•    ESGXSM, an analytics tool designed to identify and highlight potential sources of environmental, social and governance risk that may be overlooked by traditional financial analysis

•   Continued to advance risk excellence as a top organizational priority, making considerable progress in strengthening our controls and operating environment and reinforcing a strong culture

Above Expectations

  Risk Management

  Performance

•   Financial risk

•   Non-financial risk

•   Business unit risks

•   Capital/stress testing

•   Regulatory posture

•   Performance across top risk exposures was in line with the firm’s risk tolerance

•   Continued achievement against expectations for the firm’s risk excellence initiatives aimed at strengthening the risk and control framework

•   Completed the Federal Reserve’s 2017 CCAR process without the Federal Reserve objecting to our 2017 capital plan

•   The Federal Reserve and FDIC reported that they did not identify any shortcomings or deficiencies in State Street’s 2017 Resolution Plan

At Expectations
Overall Performance

•   Financial performance

•   Strategic objectives performance

•   Risk management performance

   Reflects an overall assessment of all three summaries of corporate performance

Above Expectations

 

(1)

See “Other ElementsFinancial results are presented on anon-GAAP basis in this section, unless otherwise noted.Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of our Process—notable items outside of State Street’s normal course of business.Non-GAAP Information” below financial measures should be considered in addition to, not as a substitute for an explanationor superior to, financial measures determined in conformity with GAAP. For a reconciliation of our operating (non-GAAP) basis financial presentation.non-GAAP measures presented in this CD&A, seeAppendix C.

(2)

Our12-firm15-company compensation peer group is described below under the heading, “Other Elements of Our Process—Peer Group and Benchmarking.”

 

34    STATE STREET CORPORATION

State Street Corporation

33


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Business Performance

Performance Scorecard2019 Performance Highlights2019 Committee Evaluation

Key Goals:

•   Be an essential partner—trusted, strategic and proactive

•   Develop a scalable, configurableend-to-end operating model that sets the industry standard

•   Establish initial version of ourfront-to-back platform

•   Establish leadership in our key products

•   Be a global destination for talent and become a high performing organization

•   Took key actions to drive our strategic and operational objectives, including:

–   rolling out State Street Alpha, the industry’s firstfront-to-back platform from a single provider;

–   re-engineering asset servicing design in support of our plannedend-to-end operating model;

–   completing our senior executive client coverage model for our largest clients; and

–   implementing a new pricing committee that has brought a firm-wide view to client relationships, profitability and new revenue opportunities

•   Aligned our operating model by combining Operations, Technology and Delivery teams to strengthen business and operational connectivity

•   Initiated a systematic transformation of State Street with a goal of improving client, employee and shareholder experience

•   Broadened the composition of the company’s Management Committee, our most senior strategy and policy-making team, resulting in a more globally-focused and diverse body

•   Reorganized the leadership of our multi-regional international business under a single executive to further our growth objectives

Full Year Evaluation:

At Expectations

Second Half Trend:

Consistent with Full Year Evaluation

Risk Management Performance

Performance Scorecard2019 Performance Highlights2019 Committee Evaluation

Key Areas Reviewed:

•   Financial and non-financial risks

•   Progress against risk and compliance commitments and risk mitigation programs

•   Process improvements in higher risk areas or activities

•   Did not achieve desired non-financial risk improvement

•   Demonstrated positive trends in financial risk performance, including across measures of the Company’s credit, asset liability management, liquidity and capital adequacy activities

•   Experienced higher operational loss rates relative to the last two years due to increasedre-investment in enterprise change programs

•   Completed the Federal Reserve’s 2019 CCAR process, without the Federal Reserve objecting to our 2019 capital plan

Full Year Evaluation:

Below Expectations

Second Half Trend:

Consistent with Full Year Evaluation

State Street’s 2019 performance is reviewed in greater detail, along with relevant risks associated with our business, results of operations and financial condition, in our 2019 annual report on Form10-K, which accompanies this proxy statement and was previously filed with the SEC.

State Street Corporation

34


  Executive Compensation

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Individual Performance and Compensation Decisions

LOGO

In addition to State Street’s overall performance described above, the Committee also consideredevaluating each NEO’s individual performance, in determining the current NEO’s total compensation. Accordingly, the Committee reviewed performance scorecards derived from our corporate performance goals and tailored to each current NEO in the following areas: strategic, financial,financial; business; risk management,management; and leadership and talent. Performance highlights and 2017the Committee’s incentive compensation and total compensation decisions for 2019 for the NEOs are describedpresented in the tablesummaries below.(1) For detail on the relationship between the 2019 amounts reported in the summaries below and those amounts reported in the Summary Compensation Table (as required by SEC rules) and related tables, please refer to the discussion under “2019 Compensation Decisions—Individual Compensation Decisions” below.

 

 Joseph L. HooleyRonald P. O’Hanley, President and Chief Executive Officer

20172019 Performance Highlights

FinancialBusinessRisk ExcellenceLeadership & Talent

Strategic

•   Took swift actions to address financial headwinds

 

–   Stabilized servicing fee revenues

–   Announced approximately $1.8 trillion in new servicing business wins

–   Announced a State Street record level of assets under management reflecting higher market levels and net inflows of approximately $100 billion

•   Revenue declined from 2018, reflecting the elevated level of industry servicing fee pricing pressure;pre-tax margin, EPS and ROE each declined from 2018

•   Actively managed expenses, driven by new resource discipline, process reengineering and automation efforts. Exceeded initial target of $350 million in gross expense savings, finishing the year at approximately $415 million

 

Financial

Risk Excellence

Leadership & Talent

•   AdvancedExecuted against our multi-year Digital Strategystrategic and operational objectives

 

   Launched State Street Alpha, the next phase ofindustry’s firstfront-to-back platform from a single provider; signed first four Alpha clients

–   Re-engineered asset servicing design to support our technology transformation initiativeplannedend-to-end operating model

—  Achieved operating efficiencies through automation, process redesign and global workforce strategy

—  Delivered improved speed of service and transparency to–   Completed our senior executive client coverage model for our largest clients

 

•   Strengthened the coreCombined Operations, Technology and Delivery teams to strengthen business

—  Restructured service delivery and operations organizations to better meet clients’ strategic needs

—  Won key outsourcing mandates and increasedyear-end AUCA 15% from 2016year-end to $33.12 trillion, supported by strong global equity marketsoperational connectivity

 

•   Invested in differentiated capabilitiesInitiated a systematic transformation of State Street with a goal of improving client, employee and growth

—  Added new data and analytics capabilities to support our clients’ risk and portfolio management needs

—  Delivered innovative new ETFs and increasedyear-end AUM 13% from 2016year-end to $2.78 trillion, supported by strong global equity marketsshareholder experience

 

•   Delivered1-Year TSR of 27.83%Improved transparency and accountability across senior leadership team to investors

—  Returned ~$2 billion to shareholders through dividends and share repurchasesstrengthen risk excellence in key focus areas

 

•   Exceeded financial targets(2)

—  Increased EPS on bothCompleted CCAR 2019, allowing for a GAAPcapital return of approximately 116% of earnings(1), and operating (non-GAAP) basis

—  Grew revenue on bothexecuted an additional capital action, in addition to our original CCAR plan, with a GAAP and operating basis

—  Increased ROE on both a GAAP and operating basis

—  Maintained a strong capital position, improving Common Equity Tier 1 Risk-Based Capital and Tier 1 Risk-Based Capital ratiosredemption of $750M of preferred equity

 

•   Accelerated Beacon savingsEnhanced Anti-Money Laundering program, Liquidity Risk, Model Risk Management and Recovery and Resolution Planning

 

—  Achieved ~$150 million•   Demonstrated positive trends in 2017 netfinancial risk performance

•   Did not achieve desired non-financial risk improvement

•   Experienced higher operational loss rates relative to the last two years aspre-taxre-investment savingsthrough enterprise change programs has increased

 

•   Strengthened risk excellence with improvements in controls, culture and governance

—  Strengthened business controls and put programs in place to methodically address risk management priorities

—  Executed an enterprise-wide management training program to elevate professional challenge

—  Redesigned our conduct standards framework and governanceCompleted transition into Chief Executive Officer position

 

•   Maintained focus on meeting regulatory expectationsReorganized the leadership of our multi-regional international business under a single executive to further our growth objectives

 

—  Completed the Federal Reserve’s 2017 CCAR process without the Federal Reserve objecting to our 2017 capital plan

—  The Federal Reserve and FDIC reported that they did not identify any shortcomings or deficiencies in our 2017 Resolution Plan

•   Strengthened our workforce
and leadership team

—  Increased diversity, internal mobility, and professional development across the workforce

—  Executed on leadership succession plan

—  Expanded theBroadened Management Committee to enrich perspectivedrive global strategies and improve diversity

 

•   Transformed talentImproved company-wide performance management processes with a focus on improving employee engagement and recognition

 

—  Redesigned our employee performance management processes

—  Implemented new Human Capital Management platform as a basis for introducing new talent management capabilities•   Identified and articulated cultural traits and behaviors required to achieve strategic objectives

2017 Compensation

for 2019

  

•  Mr. Hooley was awardedO’Hanley received total compensation of $15,750,000$11,800,000 for 2017, up2019. This compensation is an increase from $13,500,000 in 2016,his total compensation for 2018, which includes annual incentives at 158%reflected his prior role of President and Chief Operating Officer. The individual component of his incentive was 97% of target and long-term incentives at 100%reflecting both overall corporate results as well as his leadership on actions taken in light of target. Overallthe significant challenges described earlier. State Street’s corporate component was 62.5% of target for all executive officers. These components resulted in Mr. O’Hanley receiving total incentive compensation was awarded at 113%of $11,000,000 for 2019, representing83% of target.

  

 

LOGOLOGO

(1)

Capital return represents total common stock dividends and common stock purchases of $2,331 million during 2019 as a percentage of net income available to common shareholders for the year ended December 31, 2019 of $2,009 million.

 

(1)

Mr. Bell ceased serving as our Chief Financial Officer in March 2017 and did not receive incentive compensation for 2017 performance.State Street Corporation

35
(2)

Compared toyear-end 2016, as appropriate. See “Other Elements of our Process—Non-GAAP Information” below for an explanation of our operating (non-GAAP) basis financial presentation.

STATE STREET CORPORATION    35


  Executive Compensation(continued)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Eric W. Aboaf, Chief Financial Officer

Eric W. Aboaf

20172019 Performance Highlights

Compensation for 2019

As Chief Financial Officer,,Mr. Aboaf droveresponded to challenges in the revenue environment with strong corporate financial resultsleadership and a more effective Finance function.execution

 

•   Delivered 1-Year TSRRevenue declined from 2018, reflecting the elevated level of 27.83%, including returning ~$2 billion to shareholders through common stock purchasesindustry servicing fee pricing pressure;pre-tax margin, EPS and dividendsROE each declined from 2018

 

•   Exceeded corporate financial targets, increasing revenue, EPS and ROE on both a GAAP and operating (non-GAAP)(1) basis from year-end 2016, while maintaining a strong capital positionEnhanced net interest income performance with additional deposit gathering initiatives

 

•   Actively intervened to maintain expensemanaged expenses, driven by new resource discipline, including achieving ~$150process reengineering and automation efforts. Exceeded initial target of $350 million in 2017 net pre-taxgross expense savings, throughfinishing the Beacon initiativeyear at approximately $415 million

 

•   Implemented effective liability pricing actionsprocess improvements in financial reporting to improve net interest margin (NIM)drive increased internal transparency and accountability

 

•   Delivered on regulatory commitmentsCompleted CCAR 2019, allowing for a capital return of approximately 116% of earnings(1), and executed an additional capital action, in addition to our original CCAR plan, with a redemption of $750M of preferred equity

 

•   Supported culture ofDemonstrated positive trends in financial risk excellence with particular focus on regulatory risk managementperformance

 

•   Realigned Finance’s global operating model to drive efficiency and effectivenessDid not achieve desired non-financial risk improvement

 

•   Effectively progressed talent development, employee engagementheadcount management and diversity initiatives in the Finance function

 

2017 Compensation

•   Mr. Aboaf was hired in December 2016Assumed responsibility for our Global Credit Finance Division, which offers a broad array of credit and liquidity products spanning various sectors to succeed Mr. Bell as Chief Financial Officer and was appointed to the role on February 28, 2017

•  The Committee granted an award to Mr. Aboaf in connection with his hiring, awarded in the first quarter of 2017 and designed to compensate for the loss of 2016 incentive compensation from Mr. Aboaf’s prior employer. This award was granted in a combination ofnon-deferred cash, DSAs and performance-based RSUs, on the same terms and vesting in the same manner as 2016 incentive compensation awards made tosupport our other NEOs in February 2017. The award was granted as follows:clients’ financing needs

•  $892,500 innon-deferred cash;

•  $663,000 in DSAs; and

•  $994,500 in performance-based RSUs

•  The Committee also granted a promotion award valued at $2,000,000 to Mr. Aboaf in February 2018 in recognition of the additional responsibilities he assumed, in support of the implementation of our leadership transition announced in November 2017. This award was granted entirely in the form of performance-based RSUs, which vest in the same manner as 2017 incentive compensation awards made to our other current NEOs in February 2018

•  Mr. Aboaf was awarded total compensation of $6,367,000$6,325,000 for 2017, excluding the award made in connection with2019. The individual component of his hiring and the promotion award noted above. This total includes annual incentives at 151%incentive was 120% of target. State Street’s corporate component was 62.5% of target and long-term incentives at 100% of target. Overallfor all executive officers. These components resulted in Mr. Aboaf receiving total incentive compensation was awarded at 118%of $5,625,000 for 2019, representing97% of target.

 

•  Note on 2018 Compensation – In connection with the expansion of Mr. Aboaf’s role to include responsibility for our Global Strategy function noted above, the Committee increased his target total compensation for 2018 from $5,500,000 to $6,500,000LOGO

 LOGO   

 

(1)

See “Other ElementsCapital return represents total common stock dividends and common stock purchases of our Process—Non-GAAP Information” below$2,331 million during 2019 as a percentage of net income available to common shareholders for an explanationthe year ended December 31, 2019 of our operating (non-GAAP) basis financial presentation.$2,009 million.

 

36    STATE STREET CORPORATION

State Street Corporation

36


  Executive Compensation(continued)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Ronald P. O’Hanley

2017 Performance Highlights

AsFrancisco Aristeguieta, Chief Executive Officer for International Business

2019 Performance Highlights

Compensation for 2019

Mr. Aristeguieta joined State Street in July of SSGA, Mr. O’Hanley delivered2019 as Chief Executive Officer for International Business and made significant progress on international strategy while establishing strong financial results, innovative new products and improved marketingpartnerships with the global leadership team

 

•   Improved revenueDeveloped a new vision, strategy and margin through focused investmentsorganizational design for sustainable growth, consistency and expense disciplinescale across the firm’s global businesses

 

•   Expanded ETF business withIdentified Latin America as a growth priority, developed a new strategy and enhanced resource deployment in the launch of low cost ETFs and innovative new productsregion

 

•   Raised market profileQuickly established effective relationships with Fearless Girlsenior leaders across the globe to assess current state, focusing on opportunities for improved performance and SSGA’s leadershipclient outcomes

Mr. Aristeguieta received 2019 incentive compensation of $6,800,000. Including an annualized base salary, his total compensation for 2019 would have been $7,504,000, as reflected in strong corporate governancethe 2019 Total Compensation Mix chart below. This compensation, together with equity-based awards granted to Mr. Aristeguieta in July 2019 and described under “Other Elements of Compensation—Other Awards and Agreements” below, were designed to provide compensation levels consistent with his expected compensation from his prior employer.

 

•  Achieved accretion

LOGO

Jeffrey N. Carp, Chief Legal Officer and full integration of the 2016 GE Asset Management acquisition ahead of planSecretary

2019 Performance Highlights

•  Launched Office of the CIO business, securing key client wins in 2017

•  Executed leadership succession plan with the appointment of Mr. Taraporevala to President and Chief Executive Officer of SSGA in November 2017

•  Supported culture of risk excellence, delivering results with appropriate focus on risks and controls, in particular regarding development of State Street’s 2017 resolution plan

•  Executed on key talent development and employee engagement initiatives, with continued focus needed to enhance the diversity of our workforce in SSGA

Compensation for 2019

2017 CompensationAs Chief Legal Officer and Secretary, Mr. Carp set a high standard for proactive execution, risk excellence and executive collaboration

•   Strengthened and evolved our legal, regulatory and security functions globally

•   Effectively partnered with other senior leaders to drive targeted outcomes for risk, regulatory and business initiatives, including leading initiatives to create new capacity in risk-weighted assets and optimize capital and liquidity

•   Provided a balanced approach to legal matters and overall thought leadership to the executive team, including as an important advisor to the Chief Executive Officer

•   Through disciplined resourcing and headcount management, successfully delivered against expense management objectives for the legal, regulatory and security functions

•   Provided effective oversight and coordination of overall relationships with regulators

  

•  Mr. O’HanleyCarp was awarded total compensation of $9,779,000$5,650,000 for 2017, up from $8,670,000 in 2016, which includes annual incentives at 136%2019. The individual component of his incentive was 110% of target. State Street’s corporate component was 62.5% of target and long-term incentives at 95% of target. Overallfor all executive officers. These components resulted in Mr. Carp receiving total incentive compensation was awarded at 110%of $5,000,000 for 2019, representing91% of target.

 

•  Note on 2018 Compensation – In connection with Mr. O’Hanley’s promotion described above under “Executive Summary—2017 Leadership Succession,” the Committee increased his target total compensation for 2018 from $9,000,000 to $10,500,000

 LOGO 

LOGO

 

STATE STREET CORPORATION    37

State Street Corporation

37


  Executive Compensation(continued)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Andrew J. Erickson,

2017 Performance Highlights

As Head of InvestorGlobal Services Americas, Mr. Erickson attracted significant new business, improved quality of service for existing clients and prudently managed expenses

•  Achieved transformational sales wins, while leading his peers in efficiency improvements

•  Developed enhanced reporting to improve service levels and relationship coverage for State Street’s clients and optimize internal processes

•  Strengthened control environment within function with an active focus on risk excellence

•  Continued to improve employee engagement, reducing unplanned turnover and increasing internal mobility while championing professional challenge initiatives. However, additional focus needed to further enhance the diversity of our workforce in Investor Services Americas

2017 Compensation

  

2019 Performance Highlights

Compensation for 2019

As Head of Global Services, Mr. Erickson was appointed Head of State Street Global Services effective in November 2017. Prior to his appointment, he served as Executive Vice Presidentstrengthened client partnerships through internal leadership and Head of Investment Servicing, Americasexternal collaboration

 

•   The Committee also granted a promotion award valued at $4,000,000Took aggressive actions to Mr. Erickson in November 2017 in recognition of his promotionstabilize and role in the implementation of our leadership transition announced in November 2017. This award, granted entirely in the form of performance-based RSUs, was originally granted with a GAAP ROE performance target of 12%, an increase from 11% for 2016 and 2015 awards reflecting evolving market conditions and increased visibility into the effects of new regulatory standards. However, in February 2018strengthen revenues

 

•   Mr. Erickson agreedImplemented client initiatives to modify the awarddrive better service quality and deepen relationships

•   Completed our senior executive client coverage model for our largest clients

•   Introduced a new pricing committee that has brought a firm-wide view to increase the ROE targetclient relationships, profitability and new revenue opportunities

•   Introduced a new client onboarding process that enabled us to 13% to reflect the expected effects of the U.S. tax legislation enactedscale rapidly and take on an industry-leading $1.8 trillion in December 2017new servicing wins in 2019

•   Successfully launched Global Clients Division, which is responsible for building strategic relationships with our largest and to align with the terms of the 2017 awards made tomost complex global clients; also assumed responsibility for our other current NEOs in February 2018 Global Marketing Division

Mr. Erickson was awarded total compensation of $3,937,539$6,325,480 for 2017, excluding the promotion award noted above, which includes annual incentives at 142%2019. The individual component of his incentive was 120% of target. State Street’s corporate component was 62.5% of target and long-term incentives at 100% of target. Overallfor all executive officers. These components resulted in Mr. Erickson receiving total incentive compensation was awarded at 114%of $5,825,000 for 2019, representing97% of target.

 

•  Note on 2018 Compensation – In connection with Mr. Erickson’s promotion to Head of State Street Global Services noted above, the Committee increased his target total compensation for 2018 from approximately $3,500,000 to $5,000,000, which includes an approved base salary increase, effective in April 2018, from $446,539 to $500,000(1)

LOGO   LOGO

(1)

The Committee set Mr. Erickson’s 2018 target total compensation and base salary increase in HK$ at 39,060,000 HK$ and 3,910,000 HK$, respectively. US$ values quoted are approximate and based on the December 29, 2017 exchange rate of 1 HK$ to 0.127948 US$.

38    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Cyrus Taraporevala

2017 Performance Highlights

As Head of the Global Institutional Group at SSGA, oversaw a remodeling of Institutional distribution, successful price competitiveness and product innovation efforts and improved marketing for our SSGA and SPDR® brands

•  Defined a more effective Institutional distribution strategy and operating model

•  Improved revenue and achieved accretion for the 2016 GE Asset Management acquisition ahead of plan

•  Successfully launched expanded investment capabilities, while rationalizing and repricing existing product ranges

•  With Mr. O’Hanley, improved our market profile with Fearless Girl and SSGA’s leadership in strong corporate governance

•  Executed talent plan, including widespread skills upgrades within the global institutional group organization

•  Maintained critical focus on risk management activities through close partnerships with Compliance and Audit functions

2017 Compensation

•  Mr. Taraporevala was appointed President and CEO of SSGA effective November 2017. Prior to his appointment, he served as Executive Vice President and Head of the Global Institutional Group at SSGA. As a result, his 2017 compensation reflects the compensation program applicable to SSGA Executive Vice Presidents. This program was substantially similar to the compensation program for the other current NEOs, except for the following:

•  He received a lower percentage of his long-term incentive in performance-based RSUs (20% instead of 60%), with the remainder of his long-term incentive composed of DSAs;

•  He received deferred cash-based incentive compensation in the form of SSGA LTIP awards, discussed under “Compensation Design Elements,” above, rather than DVAs

•  The Committee also granted a promotion award valued at $4,000,000 to Mr. Taraporevala in November 2017 in recognition of his promotion and role in the implementation of our leadership transition announced in November 2017. This award, granted entirely in the form of performance-based RSUs, was originally granted with a GAAP ROE performance target of 12%, an increase from 11% for 2016 and 2015 awards reflecting evolving market conditions and increased visibility into the effects of new regulatory standards. However, in February 2018 Mr. Taraporevala agreed to modify the award to increase the ROE target to 13% to reflect the expected effects of the U.S. tax legislation enacted in December 2017 and to align with the terms of the 2017 awards made to our other current NEOs in February 2018

•  Mr. Taraporevala was awarded total compensation of $4,000,000 for 2017, excluding the promotion award noted above, which includes annual incentives at 125% of target and long-term incentives at 100% of target. Overall incentive compensation was awarded at 113% of target

•  Note on 2018 Compensation – In connection with Mr. Taraporevala’s promotion to President and CEO of SSGA noted above, the Committee increased his target total compensation for 2018 from $3,600,000 to $5,000,000, which includes an approved base salary increase, effective in April 2018, from $400,000 to $450,000

LOGO   

STATE STREET CORPORATION    39


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Additional Factors and Individual Compensation Decisions

LOGO

In addition to the corporate and individual performance factors summarized above, the Committee also took into account market compensation competitiveness in finalizing its compensation decisions.

. The Compensation Committee’s 2017 totalincentive compensation decisions for 2019 for the current NEOs relative to their targets are presented in the table below.

 

     Annual Incentive     Long-Term Incentive 

  Named Executive

  Officer(1)

     

•  Reflects performance specific to the
relevant year and designed  to vary
from target year to year

 
 
 
     

•  Designed to promote long-term  performance
and leadership behaviors and expected to
be relatively consistent year to year

 
 
 
    Target     Actual     Target     Actual 

 

  Joseph L. Hooley

 

    

 

 

 

 

$3,000,000

 

 

 

 

    

 

 

 

 

$4,750,000

 

 

 

 

    

 

 

 

 

$10,000,000

 

 

 

 

    

 

 

 

 

$10,000,000

 

 

 

 

 

  Eric W. Aboaf(2)

 

    

 

 

 

 

1,700,000

 

 

 

 

    

 

 

 

 

2,567,000

 

 

 

 

    

 

 

 

 

3,100,000

 

 

 

 

    

 

 

 

 

3,100,000

 

 

 

 

 

  Ronald P. O’Hanley

 

    

 

 

 

 

2,900,000

 

 

 

 

    

 

 

 

 

3,944,000

 

 

 

 

    

 

 

 

 

5,300,000

 

 

 

 

    

 

 

 

 

5,035,000

 

 

 

 

 

  Andrew Erickson(2)

 

    

 

 

 

 

1,050,000

 

 

 

 

    

 

 

 

 

1,491,000

 

 

 

 

    

 

 

 

 

2,000,000

 

 

 

 

    

 

 

 

 

2,000,000

 

 

 

 

 

  Cyrus Taraporevala(2)

 

    

 

 

 

 

1,600,000

 

 

 

 

    

 

 

 

 

2,000,000

 

 

 

 

    

 

 

 

 

1,600,000

 

 

 

 

    

 

 

 

 

1,600,000

 

 

 

 

    Equity-Based Incentive   Cash-Based Incentive 
Named Executive Officer  Actual   Target   Actual   Target 

Ronald P. O’Hanley

  $8,250,000   $9,900,000   $2,750,000   $3,300,000 

Eric W. Aboaf

   3,656,250    3,770,000    1,968,750    2,030,000 

Francisco Aristeguieta(1)

   4,420,000    4,420,000    2,380,000    2,380,000 

Jeffrey N. Carp

   3,250,000    3,575,000    1,750,000    1,925,000 

Andrew J. Erickson

   3,786,250    3,906,240    2,038,750    2,103,360 

 

(1)

Mr. Bell ceased serving as our Chief Financial Officer in March 2017 and did not receive any incentive awards for 2017 performance.

(2)

The award granted to Mr. Aboaf inIn connection with his hiring and the promotion awards grantedoffer of employment, State Street agreed to Messrs. Aboaf, Erickson and Taraporevala described under “2017 Compensation Decisions—Individual Compensation Decisions” were not considered in setting annual and long-term incentive targets and are therefore excluded from this table.provide Mr. Aristeguieta with compensation designed to maintain his 2019 compensation near his expected level of compensation at his prior employer.

State Street Corporation

38


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

The Compensation Committee’s 2017 total compensation decisions for 2019 for the current NEOs are presented in the table below. The table below is intended to help shareholders understand the process and philosophy the Committee used in calculating current NEO compensation for 2017 performance. Note (1) to the table below describes the relationship between the 2019 amounts reported in the table below and those amounts reported in the Summary Compensation Table (as required by SEC rules) and related tables beginning on page 49.tables.While the table below summarizes how the Committee views annual compensation, it is not a substitute for the tables and disclosures required by the SEC’sSEC rules.

 

  Named Executive

  Officer

  Year   Annual Base
Salary
   Annual Incentive
Awards
   Long-Term Incentive
Awards
   Total
Compensation
 
      Non-Deferred
Cash
   DVAs/SSGA
LTIP
   Performance-
Based RSUs
   DSAs   

 

 

  Joseph L. Hooley

 

  

 

 

 

 

2017

 

 

 

 

  

 

$

 

 

1,000,000

 

 

 

 

  

 

$

 

 

3,087,500

 

 

 

 

  

 

$

 

 

1,662,500

 

 

 

 

  

 

$

 

 

6,000,000

 

 

 

 

  

 

$

 

 

4,000,000

 

 

 

 

  

 

$

 

 

15,750,000  

 

 

 

   

 

2016

 

 

 

   

 

1,000,000

 

 

 

   

 

625,000

 

 

 

   

 

1,875,000

 

 

 

   

 

6,000,000

 

 

 

   

 

4,000,000

 

 

 

   

 

13,500,000  

 

 

   

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

1,000,000

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

5,400,000

 

 

 

 

  

 

 

 

 

3,600,000

 

 

 

 

  

 

 

 

 

10,000,000  

 

 

 

 

  Eric W. Aboaf

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

700,000

 

 

 

 

  

 

 

 

 

1,103,810

 

 

 

 

  

 

 

 

 

1,463,190

 

 

 

 

  

 

 

 

 

1,860,000

 

 

 

 

  

 

 

 

 

1,240,000

 

 

 

 

  

 

 

 

 

6,367,000  

 

 

 

 

  Ronald P. O’Hanley

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

800,000

 

 

 

 

  

 

 

 

 

1,695,920

 

 

 

 

  

 

 

 

 

2,248,080

 

 

 

 

  

 

 

 

 

3,021,000

 

 

 

 

  

 

 

 

 

2,014,000

 

 

 

 

  

 

 

 

 

9,779,000  

 

 

 

   

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

800,000

 

 

 

 

  

 

 

 

 

393,500

 

 

 

 

  

 

 

 

 

2,176,500

 

 

 

 

  

 

 

 

 

3,180,000

 

 

 

 

  

 

 

 

 

2,120,000

 

 

 

 

  

 

 

 

 

8,670,000  

 

 

 

 

  Andrew Erickson

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

446,539

 

 

 

 

  

 

 

 

 

641,130

 

 

 

 

  

 

 

 

 

849,870

 

 

 

 

  

 

 

 

 

1,200,000

 

 

 

 

  

 

 

 

 

800,000

 

 

 

 

  

 

 

 

 

3,937,539  

 

 

 

 

  Cyrus Taraporevala

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

400,000

 

 

 

 

  

 

 

 

 

600,000

 

 

 

 

  

 

 

 

 

1,400,000

 

 

 

 

  

 

 

 

 

320,000

 

 

 

 

  

 

 

 

 

1,280,000

 

 

 

 

  

 

 

 

 

4,000,000  

 

 

 

         Equity-Based Incentive   Cash-Based Incentive      
Named Executive Officer  Annual Base
Salary
   Performance-
Based RSUs
   DSAs   Immediate
Cash
   DVAs   Total
Compensation(1)
 

Ronald P. O’Hanley

   $800,000    $5,500,000    $2,750,000    $1,100,000    $1,650,000    $11,800,000

Eric W. Aboaf

     700,000      2,250,000      1,406,250         562,500      1,406,250        6,325,000

Francisco Aristeguieta(2)

     704,000      2,720,000      1,700,000      1,020,000      1,360,000        7,504,000

Jeffrey N. Carp

     650,000      2,000,000      1,250,000         500,000      1,250,000        5,650,000

Andrew J. Erickson

     500,480      2,330,000      1,456,250         582,500      1,456,250        6,325,480 

 

(1)

The 2019 compensation described in the table above, which summarizes how the Committee evaluates annual total compensation, differs from the compensation described in the Summary Compensation Table beginning on page 49below in the following respects:

 

Annual Base Salary. The table above reflects theyear-end annual base salary rate applicable for each current NEO. Column (c) in the Summary Compensation Table presents the amount of base salary actually earned by each NEO during the relevant year.

40    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

 

DVAs/SSGA LTIP.DVAs. The table above, like the Summary Compensation Table, reflects the value of deferred cash compensation designatedawarded by the Committee andfor the 2019 performance year. However, the table above does not include the adjustment factor intended to provide the notional investment return of a money market instrumentreflect any dividends credited on DVAs outstanding during the deferral period. The DVA and SSGA LTIP award amounts included in the Summary Compensation Table2019, which are increased to reflect this adjustment factor, which is more fully described in note (4) to the Summary Compensation Table.

 

Long-TermEquity-Based Incentive Awards.The Compensation Committee grants long-term incentive equity awards based on the prior year’s performance. In the table above, equity awards are shown for the year of performance (e.g.(i.e., equity granted in 20182020 for 20172019 performance is shown as 20172019 compensation). Under applicable SEC rules, the Summary Compensation Table presents equity awards in the year in which they are madegranted (e.g., equity granted in 20172019 for 20162018 performance will beis shown as 20172019 compensation).

 

Other Awards. The award In considering Mr. Aristeguieta’s 2019 incentive compensation, the Committee did not include the equity-based awards granted to Mr. AboafAristeguieta in connection with his hiringJuly 2019 and the promotion awards granted to Messrs. Aboaf, Erickson and Taraporevala described under “2017 Compensation Decisions—Individual Compensation Decisions”“Other Elements of Compensation—Other Awards and Agreements.” Those awards were not considered in setting annual and long-term incentive targetsdesigned to replace deferred compensation at his former employer that Mr. Aristeguieta forfeited to join State Street and are therefore excluded from the Total Compensation column in this table. SuchThese awards includeconsist solely of equity-based components,compensation, which, under applicable SEC rules, are presented in the Summary Compensation Table in the year in which the awards arewere granted. The promotion awards were granted entirely in the form of performance-based RSUs in the following amounts in recognition of each executive’s promotion and role in implementing our leadership transition announced in November 2017: $4,000,000 to Mr. Erickson in November 2017, $4,000,000 to Mr. Taraporevala in November 2017 and $2,000,000 to Mr. Aboaf in February 2018.

 

Total Compensation. The amounts disclosed above differ from the amounts reported in column (j) of the Summary Compensation Table due to the different methodologies discussed in the notes above. Additionally, this presentationtable excludes several items fromrequired to be included in the Summary Compensation Table that State Street does not view as primary components of regular annual compensation and therefore were not considered in setting incentive targets or determining incentive awards, such as Changethe change in Pension Valuepension value (which is due solely to variances in actuarial computations over time).

(2)

In connection with his offer of employment, State Street agreed to provide Mr. Bell ceased serving as our Chief Financial Officer in March 2017 and did not receive any incentive awards for 2017 performance.Aristeguieta with compensation designed to maintain his 2019 compensation near his expected level of compensation at his prior employer.

(3)

SSGA LTIP awards granted only to Mr. Taraporevala. He received SSGA LTIP awards for 2017 based on his role prior to his appointment to President and Chief Executive Officer of SSGA in November 2017.

Other Elements of Our Process

Roles of the Committee and the CEO

The Compensation Committee has direct responsibility for executive officer compensation plans, policies and programs at State Street and for establishing the overall compensation philosophy for executive officers, other than the Chief Executive Officer. The Committee performs those same functions for the Chief Executive Officer in consultation with the other independent directors. Accordingly, the Committee’s compensation decisions for the Chief Executive Officer include input from the other independent directors of the Board, whether or not specifically referenced in this CD&A. In making compensation decisions for the other NEOs, the Committee considers the recommendations of the Chief Executive Officer and input from the other independent directors.

The Committee met eight times from July 2017 through March 2018 regarding 2017 NEO compensation and evaluated a broad range of corporate performance factors, individual performance updates, market information, regulatory updates and input from our shareholder engagement efforts, as well as itspay-for-performance practices and the results of our annual shareholder meeting, including“say-on-pay” results. The Committee also considered evolving trends, practices, guidance and requirements in the design, regulation, risk-alignment and governance of compensation matters in the U.S. and other jurisdictions, including Europe and Asia. During these meetings, the Committee received regular updates, including from the Committee’s independent compensation consultant, on these and other matters, particularly with respect to the financial services industry.

Peer Group and Benchmarking

Among the many factors used in determining executive compensation, we benchmark our total compensation against a peer group of other major financial services companies. The Compensation Committee did not treat peer group data as definitive when determining 2017 executive compensation. Rather, it referenced peer group compensation data as well as performance data, but formed its own perspective on compensation for our current NEOs based on a subjective evaluation of many factors.

We consider few firms to be true comparators for the specific scope of our primary business activities. We include our direct competitors as well as other firms with which we compete in some aspects of our businesses and for executive talent. The group varies in firm size and business lines and the nature of applicable regulation, including status (like State Street) as a systemically important financial institution. The peers were selected based on a screening methodology that accounts for our industry sector, size, specific business model and applicable regulatory frameworks. Our generally applicable peer group, periodically reviewed and approved by the Committee, consists of the following 12 firms:

 

Ameriprise Financial, Inc.

  

JPMorgan Chase & Co.

The Bank of New York MellonState Street Corporation

 

 

Morgan Stanley

BlackRock, Inc.

Northern Trust Corporation

Capital One Financial Corporation

The PNC Financial Services Group, Inc.

Franklin Resources, Inc.

U.S. Bancorp

The Goldman Sachs Group, Inc.

Wells Fargo & Company

39

STATE STREET CORPORATION    41


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Prior Year Performance-Based RSU Awards

Performance-based RSUs granted to our NEOs, as described above under “Compensation Vehicles and Design,” are subject to the achievement ofpre-established performance metrics. Our performance-based RSUs outstanding on December 31, 2019 are summarized below:

 

Performance
Year(1)
  

Year of

Grant

  Performance
Period
  Performance Metric Target  Potential
Payout
 Payout(2)
2016  2017  2017 – 2019  Average ROE of 11% for the 2017 to 2019 performance period  0 – 140% 107.7% in February 2020 based on an average adjusted ROE of 11.77%
2017  2018  2018 – 2020  Average ROE of 13% for the 2018 to 2020 performance period  0 – 150% Current estimated payout below target based on 2018 – 2019 average ROE; any payout to be approved by the Committee in February/ March 2021(3)
2018  2019  2019 – 2021  Average ROE of 13% and averagepre-tax margin of 29% for the 2019 to 2021 performance period  0 – 150% Current estimated payout below target based on 2019 ROE andpre-tax margin; any payout to be approved by the Committee in February/ March 2022(3)

 

(1)

For additional information about the terms of these awards, see the discussion below under “Other Elements of Compensation—Adjustment and Recourse Mechanisms,” the narrative discussion following the “2019 Grants of Plan-Based Awards” table below, the “Outstanding Equity Awards at FiscalYear-End, December 31, 2019” table below and our prior year proxy statements.

(2)

Achievement of ROE andpre-tax margin targets for performance-based RSUs is subject to adjustment forpre-established, objectively determinable factors. For the 2016 performance year awards, the Committee approved adjustments to the three-year average ROE of 10.70% to account for changes in tax laws, acquisitions and dispositions, merger and integration expenses, restructuring expenses, securities issuances and redemption expenses and legal and regulatory matters arising from prior performance periods, resulting in a three-year average adjusted ROE of 11.77%. SeeAppendix C for a reconciliation of the three-year average ROE to the three-year average adjusted ROE. In addition, all awards are subject to the Committee’s ability to exercise negative discretion in determining the payout achieved, as well as recourse mechanisms described in more detail under “Other Elements of Compensation—Adjustment and Recourse Mechanisms” below.

(3)

Current estimated payouts based on estimated performance of relevant criteria only for completed fiscal years within the three-year performance period. This performance has not been certified and is therefore subject to adjustment based on the terms of the relevant awards. No estimate of performance for incomplete fiscal years within the performance period has been made. Final payout will be based on satisfaction of the performance criteria as certified by the Committee following the end of the full performance period.

A subsetOther Elements of the above firms, consisting of Bank of New York Mellon, Capital One, JPMorgan, Northern Trust, PNC Financial Services, U.S. BancorpCompensation

Other Awards and Wells Fargo,Agreements

In July 2019, Mr. Aristeguieta was also used to benchmark Mr. Hooley’s compensation. The Committee believes this subset contains the comparator companies most appropriate for evaluating compensation ofhired as the Chief Executive Officer position. The Committee recognized thatfor International Business. In this role, he leads all of our international business activities including driving strategy, stewarding client engagement, developing talent, pursuing growth opportunities and maintaining regulatory relationships. Prior to joining State Street, he served as the peer group companies varyChief Executive Officer of Citigroup Asia where he was responsible for all businesses in sizethe region’s 16 markets. Mr. Aristeguieta’s hire supports a key objective of our long term strategy—namely, to win in the fastest growing and business lines. highest potential markets.

In addition, the nature of the roles of executives varies by firm. Therefore, as noted above,July 2019, in connection with his hiring, the Committee referenced peer group data, but formed its own perspectives on appropriategranted Mr. Aristeguieta equity awards totaling approximately $9.5 million, including approximately $2.35 million in performance-based RSUs, to compensate him for the loss of outstanding deferred incentive compensation levels for our current NEOs on a subjective evaluationfrom his prior employer. These awards were an important element of many factors, including those described under the heading “2017 Compensation Decisions—Total Compensation Approach.”

In 2017,attracting Mr. Aristeguieta to join State Street worked with Meridian Compensation Partners,and are described in more detail below in the Committee’s independent compensation consultant, to compile market compensation data from each applicable peer group for benchmarking purposes. The peer market compensation data, based on publicly disclosed information, was supplemented with multiple compensation surveys provided by other compensation data providers. This survey data generally covered large financial services companies with whom we may compete for talent for our executive roles. In evaluating this data, the Committee considers total compensation to consist“2019 Grants of base salary and incentive compensation. In addition to this market data, the Committee received regular updates during 2017Plan-Based Awards” table and the first quarter of 2018 regarding identified market trends and compensation actions at major financial services institutions.

Compensation Consultant

The Compensation Committee directly retains Meridian Compensation Partners to provide compensation consultingfootnotes to the Committee. Meridian regularly participated in meetings“Outstanding Equity Awards at FiscalYear-End, December 31, 2019” table.

Adjustment and executive sessions of the Committee. Meridian did not provide any other servicesRecourse Mechanisms

Incentive compensation awards to State Street during 2017.

The Committee believes the consultant’s primary representatives advising the Committee mustour NEOs are subject to adjustment and recourse mechanisms, includingex ante adjustment, forfeiture and clawback, which may be independent of management and the Committee for the consultant to provide appropriate advice on compensation matters. Therefore, the Committee adopted a policy requiring an annual assessment of compensation consultant independence based on the requirements of the NYSE. In December 2017, the Committee reviewed the independence of Meridian’s primary representatives under the policy. Following its review, the Committee determined the primary representatives of Meridian to be independent and that no conflicts of interest were raised by the services of Meridianapplied jointly, or its primary representatives.

The Committee reviews data prepared by Willis Towers Watson PLC and McLagan Partnersseparately, as part of its consideration of compensation matters. Each of these firms, 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.

Non-GAAPappropriate. Information

During its evaluation of 2017 performance, the Compensation Committee had access to financial results presented in conformity with GAAP, as well as financial results presented on an operating basis, which is anon-GAAP presentation. Management has historically believed its operating-basis presentation supports additional meaningful analysis and comparisons of trends with respect to State Street’s business operations from period to period. Management may also provide, as appropriate, additionalnon-GAAP measures, including capital ratios calculated under regulatory standards scheduled to be effective in the future or other standards that management uses in evaluating State Street’s business and activities. For the full-year 2016 comparative financial information, our operating-basis financial results are presented with additional adjustments to highlight the effects of the acceleration of compensation expense and aggregate reduction of accrued tax expense we experienced in the fourth quarter of 2016. This type of additional presentation is consistent with the intent of our historical operating-basis presentation. In general, our operating-basis financial results adjust our GAAP-basis financial results to both: (1) exclude the impact of revenue and expenses outside of State Street’s normal course of business, such as restructuring charges and theone-time effects of the Tax Cuts and Jobs Act of 2017; and (2) present revenue fromnon-taxable sources, such as interest income fromtax-exempt investment securities and processing fees and other revenue associated withtax-advantaged adjustments, on a fully taxable-equivalent basis. Management has historically believed that operating-basis financial information facilitates an investor’s further understanding and analysis of State Street’s financial performance and trends, including providing additional insight into our underlying margin and profitability, in addition to financial information prepared and reported in conformity with GAAP. Thetax-equivalent adjustments provide additional comparisons of yields and margins on assets and the evaluation of investment opportunities with different tax profiles.Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in conformity with GAAP.

 

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Other Elements of Compensation

Additional elements of ourEx Ante Adjustment. Before awards are made for a given compensation programyear, all incentive awards for our NEOs, includeincluding deferred incentive awards and the following.

Recourse Mechanisms

Theimmediate cash incentive, compensation awards to our NEOs are subject to recourse mechanisms, including clawback, forfeiture andex antedownward adjustment, as described below. These awards are also subject to any compensation recovery or similar requirements under applicable law and implementing regulations and related State Street policies. This approach is intended to comply with applicable banking regulations and regulatory guidance on incentive compensation and will be interpreted and administered accordingly. In 2017, the Compensation Committee reviewed the terms of these recourse mechanisms in light of evolving market practices and extended the clawback and forfeiture provisions applicable to current NEOs to also apply to all employees at the Executive Vice President level and broadened the circumstances that may result in clawback or forfeiture under these provisions. The Committee may continue to adjust its approach for future incentive compensation awards based on market practice and regulatory guidance.

Clawback. After vesting (if applicable) and delivery to the executive, all amounts delivered to our NEOs as incentive compensation awards, including cash incentive, performance-based RSUs, DSAs, DVAs and SSGA LTIP awards, contain clawback provisions providing for the repayment of those amounts, in whole or in part, upon the occurrence of specified events. The Compensation Committee, in its discretion, determines whether clawbackthisex ante adjustment is appropriate, making that determination within four years (in the case of performance-based RSUs) or three years (in the case of all other forms of incentive compensation) of the date of the grant of the award.appropriate. The events for which clawbackex ante adjustment may occur include either:include:

if the executive’s actions exposed State Street to inappropriate risks that resulted in a “Significantly Below Expectations” rating on any of the factors on State Street’s corporate multi-factor risk scorecard, which guides State Street’s risk assessment process, or

 

if the executive engaged in fraudincurred significant or willful misconduct, including in a supervisory capacity, that resulted in financialrepeated compliance or reputational harm that is material torisk-related violations of State Street and resulted in termination of the executive’s employment, orStreet’s policies

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 award, the executive would have received a smaller or no award

Forfeiture. Before vesting and delivery to the executive, all deferred incentive compensation awards to our NEOs, including performance-based RSUs, DSAs DVAs and SSGA LTIP awards,DVAs, allow reduction or cancellation of the award, in whole or in part, upon the occurrence of specified events. The Compensation Committee, 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 award, the executive would have received a smaller or no award

In addition, all incentive awards are forfeited if thean executive’s employment is terminated by State Street for gross misconductmisconduct.

Ex Ante Adjustment.Clawback. Before planned awards are made All amounts delivered to the executive for a given compensation year, all incentive compensation for our NEOs as incentive awards, including both deferred incentive compensation awards and thenon-deferredimmediate cash incentive is subject to downward adjustment,awards, performance-based RSUs, DSAs and DVAs, contain clawback provisions providing for the repayment of those amounts, in whole or in part, upon the occurrence of specified events. The Compensation Committee, in its discretion, determines whetherex ante adjustment clawback is appropriate.appropriate, making that determination within four years (in the case of performance-based RSUs) or three years (in the case of all other incentive awards) of the award’s grant date. The events for whichex ante adjustment clawback may occur include:

 

if the executive’s actions exposed State Street to inappropriate risksexecutive engaged in fraud or willful misconduct, including in a supervisory capacity, that resulted in a “Significantly Below Expectations” rating on anyfinancial or reputational harm that is material to State Street and resulted in termination of the factors onexecutive’s employment

if, as a result of the occurrence of a material financial restatement by State Street’s corporate multi-factor risk scorecard, which guides State Street’s risk assessment processStreet 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 award, the executive would have received a smaller or no award, or

 

if the executive incurred significantfailed to comply with the terms of any covenant not to compete entered into with State Street

All incentive awards are also subject to any compensation recovery or repeated compliance or risk-related violationssimilar requirements under applicable laws, rules and regulations and related State Street policies and are interpreted and administered accordingly. This approach is intended to comply with applicable banking regulations and regulatory guidance on incentive compensation. In 2019, the Committee reviewed the terms of these recourse mechanisms in light of evolving market practices and added a clawback provision applicable to State Street’s policiesexecutive officers and other senior leaders providing for the repayment of incentive compensation in the event of prohibited competition during or following employment, as noted above.

 

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Retirement Benefits

Our U.S.-based NEOs are eligible to participate in our 401(k) defined contribution retirement plan available to our U.S.-based employees generally. For 2017, theThe plan includedincludes a matching employer contribution of 5%. We also maintain a frozen qualified defined benefit pension plan for certain U.S. employees that determines benefits based on an account balance that is increased annually by interest credits. Mr. Hooley is the only current NEO who participates in this plan; no additional annual pay credits, however, are provided6% up to his account.Internal Revenue Code limits.

Because pension benefits under our now-frozen U.S. qualified defined benefit plan arewere limited by Internal Revenue Code restrictions, we now maintain two frozen supplemental pension programs, both of which are frozen.programs. One was designed to make up for limits imposed by the qualified plan or by thelost contributions due to Internal Revenue Code on qualified-plan benefitslimits and was frozen along with the qualified defined benefit pension plan. Mr. HooleyCarp is the only current NEO who participates in this plan. The second plan was originally designed to provide executive vice presidents orExecutive Vice Presidents and above with competitive retirement benefits to encourage their continued employment based upon a specified percentage of compensation. It was later changed to include two separate benefit components: (1) thea traditional defined benefit component, in which only Mr. HooleyCarp participates, which was substantially frozen in 2007 with all accruals ending in 2017; and (2) a defined contribution component, which was substantially frozen in January 2017 following an executive supplemental retirement plan market analysis, and in which only Messrs. HooleyCarp and Erickson participate.

hold plan balances and in which only Mr. Carp continues to receive contributions (and upon his expected retirement during 2020, no further contributions will be made to any participant under the plan). These plans are described in further detail below under the heading “Pension Benefits at FiscalYear-End.headings “2019 Pension Benefits” and “2019 Nonqualified Deferred Compensation.

Mr.Messrs. Aristeguieta and Erickson participatesparticipate in our Hong Kong defined contribution Mandatory Provident Fund (MPF) and Occupational Retirement Scheme Ordinance (ORSO), which are retirement programs available to our Hong Kong employees generally, including Mr. Erickson.generally. In aggregate, the participant contributes 5% of his or her base salary and State Street contributes an amount equal to 10% of the participant’s base salary to the MPF and ORSO. Participant and State Street contributions based on the first 5% of monthly base salaries of up to 30,000 HK$ (approximately 3,800 US$) are contributed to the MPF; participant contributions based on monthly base salary earnings above that limit, and State Street contributions that exceed 5% of the participant’s monthly base salary (or 1,500 HK$ per month if the participant’s monthly base salary is more than 30,000 HK$), are contributed to the ORSO.

Deferred Compensation

We maintain a nonqualified deferred compensation plan that allows our U.S. NEOs and other executive officers and otherssenior employees to defer base salary and/or thea portion of annual incentive bonusesawards otherwise payable in immediate cash. State Street matches all deferrals made under this plan up to a maximum of 5% of a participant’s match-eligible compensation, comprising the lesser of (i) base salary plus immediately available cash.payable annual cash incentive compensation or (ii) $500,000, in either case reduced by the applicable Internal Revenue Code cap on annual compensation ($280,000 in 2019). Participants receive a return based on one or more notional investment options selected by the participant. Currently, the investment options available to our NEOs include a money market fund, three State Street index funds and a State Street common stock fund. The nonqualified deferred compensation plan supplements deferrals made under ourtax-qualified 401(k) plan. We provide these nonqualified deferred compensation benefits because in our experience, mostmany companies of our size provide a similar benefit to their senior employees. This plan is described below under the heading “2017“2019 Nonqualified Deferred Compensation.”

Perquisites

We provide our NEOs a modest level of perquisites, such as financial planning, annual physicals and personal liability coverage, to our NEOs.coverage. In addition, we providethe Board provided Mr. O’Hanley with an executive security package consisting of a car and driver and other security benefitsbenefits. These security measures, along with the car and driver provided to Mr. Hooley. We offerAristeguieta and the parking benefits provided to our other NEOs. We provide these benefits because we believe they are appropriate in scope and amount toNEOs, promote the effectiveness of our senior executives, allowing them greater opportunity to focus their attention on our business operations and activities. We also provided Mr. Erickson with customary international assignment benefits related to his service in the U.S. These benefits included allowances for goods, services and housing; tax preparation and advisory services; and tax equalization payments. In connection with his offer of employment, State Street agreed to provide Mr. Aristeguieta with a car and driver and club memberships, which are customary benefits for leaders in the region. The club memberships provide a venue for hosting clients, building networks with local industry leaders and developing prospects in support of Mr. Aristeguieta’s role as Chief Executive Officer for International Business. In addition, we provided Mr. Aristeguieta international assignment benefits, which included a goods and services allowance, relocation services, tax preparation and advisory services and tax equalization payments. In limited circumstances, our NEOs have combined personal travel with business travel at no incremental cost to us. We do not provide a taxgross-up for the income attributable to any perquisite for our NEOs, other than for standardcertain international assignment and relocation benefits.

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Change-of-Control Agreements

Under a long-standing program, we havechange-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 the possible inherentpotential distractions during the period leading up to a possible change of control.

Ourchange-of-control arrangements are further described below under the heading “Potential Payments upon Termination or Change of Control as of December 31, 2017.2019.

NEO Compensation Changes for 2020

Effective at the end of the first quarter of 2020, Messrs. O’Hanley and Erickson received base salary increases to $1,000,000 and $700,000, respectively. This is the first increase to Mr. O’Hanley’s base salary since he was appointed as Chief Executive Officer on January 1, 2019. The Committee increased target total compensation for 2020 for Messrs. O’Hanley and Erickson to $14,500,000 and $7,000,000, respectively. The Committee also increased target total compensation for 2020 for Mr. Aboaf to $7,000,000. The Committee considers these base salary and target compensation increases to be appropriate based on the recent expansion of each executive’s role described in more detail under “2019 Compensation Decisions—Individual Performance and Compensation Decisions,” as well as relevant internal and external benchmarks.

Other Elements of Our Process

Roles of the Committee and the Chief Executive Officer

The Committee has direct responsibility for our executive officer compensation plans, policies and programs. The Committee performs these responsibilities for the Chief Executive Officer in consultation with the other independent directors. In making compensation decisions for the other NEOs, the Committee considers the recommendations of our Chief Executive Officer, as well as input from the other independent directors.

After establishing each NEO’s total compensation target for 2019, the Committee met nine times from July 2019 through March 2020 regarding 2019 NEO compensation and related topics and evaluated a broad range of corporate performance factors, individual performance updates, market information, regulatory updates and input from our shareholder engagement efforts, as well as itspay-for-performance practices and the results of our annual shareholder meeting, including“say-on-pay” results. The Committee also considered evolving trends, practices, guidance and requirements in the design, regulation, risk-alignment and governance of compensation matters in the U.S. and other jurisdictions. During these meetings, the Committee received regular updates, including from the Committee’s independent compensation consultant, on these and other matters, particularly with respect to the financial services industry.

Peer Group and Benchmarking

The Committee reviews market data from our peer group as one factor evaluated in determining executive compensation. The Committee also considers peer group data in structuring the design of its executive compensation programs.

We consider few companies to be true comparators for the specific scope of our primary business activities, so we include in our peer group our direct competitors and other companies with which we compete in some aspects of our businesses and for executive talent. The companies also vary in size and the nature of applicable regulation, including status (like State Street) as a systemically important financial institution. The Committee, with the assistance of its independent compensation consultant, periodically reviews the composition of our peer group to ensure it continues to serve as an appropriate market reference for executive compensation purposes. Our generally applicable peer group, periodically reviewed and approved by the Committee, consists of the following 15 firms:

 

44    STATE STREET CORPORATION

State Street Corporation

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   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Ameriprise Financial, Inc.

Franklin Resources, Inc.

Northern Trust Corporation

The Bank of New York Mellon Corporation

The Goldman Sachs Group, Inc.

The PNC Financial Services Group, Inc.

BlackRock, Inc.

Intercontinental Exchange, Inc.

Prudential Financial, Inc.

Capital One Financial Corporation

Invesco Ltd.

S&P Global Inc.

The Charles Schwab Corporation

JPMorgan Chase & Co.

U.S. Bancorp

During 2019, the Committee reviewed peer group compensation data from public sources, supplemented with data from multiple compensation surveys. This survey data generally covered large financial services companies with whom we may compete for executive talent. In evaluating the market data, the Committee considers total compensation to consist of base salary and incentive compensation. In addition to the market data, the Committee received regular updates during 2019 and the first quarter of 2020 regarding market trends and compensation actions at major financial services institutions.

The Committee recognized that the peer group companies vary in size and business lines and that the nature of executive roles varies by company. Therefore, the Committee did not treat peer group data as definitive when determining executive compensation for 2019. Rather, it referenced peer group compensation data and performance 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 “2019 Compensation Decisions—Total Compensation Approach.”

Compensation Consultant

The Committee directly retains Meridian Compensation Partners to provide independent compensation consulting to the Committee. Meridian regularly participated in meetings and executive sessions of the Committee. Meridian did not provide any other services to State Street during 2019.

The Committee believes the consultant’s primary representatives advising the Committee should be independent of management and the Committee for the consultant to provide appropriate advice on compensation matters. Therefore, the Committee adopted a policy requiring an annual assessment of compensation consultant independence based on the requirements of the NYSE. In December 2019, the Committee reviewed the independence of Meridian and its primary representatives under the policy. Following its review, the Committee 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 Committee 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.

Tax Deductibility of Executive Compensation

Section 162(m) of the U.S. Internal Revenue Code generally limits to $1 million the U.S. federal income tax deductibility of compensation paid to certain executive officers. The Committee believes that shareholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs will result innon-deductible compensation expenses. Therefore, the Committee has approved compensation for 2019 for our NEOs that will not be fully deductible.

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Human Resources Committee Process Concerning Risk Alignment

For 2019, we continued our focus on aligning incentive compensation with appropriate risk management principles. We provide incentives that are designed not to encourage unnecessary or excessive risk-taking and have established related process controls and oversight. These features include:

 

Human Resources Committee Interaction and Overlap with Examining and Audit Committee.Members of the Committee regularly communicate with the Board’s Risk Committee and its Examining and Audit Committee to integrate input from these other committees into compensation decisions. In addition, the current Chair of the Human Resources Committee also serves on the Examining and Audit Committee.

 

Corporate Risk Summary Review. The Human Resources Committee periodically reviews a corporate multi-factor risk scorecard, prepared by the Chief Risk Officer and confirmed by the Risk Committee, assessing firm-wide risk in several categories.

Annual Compensation Risk Review.The Committee annually meets with our Chief Human Resources Officer, Chief Risk Officer 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 below under the heading “Alignment of Incentive Compensation and Risk.”

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

Emphasis on Deferral and Equity-Based Compensation. We maintain significant levels of deferred compensation and equity-based compensation for our executives and we continue to deliver a higher percentage of our NEOs’ incentive compensation in the form of deferred compensation relative to our peer group. Combined, these elements align an executive’s compensation with the risks and performance results experienced by our shareholders. The high level of deferral places a significant amount of compensation at risk forex postadjustments in specified circumstances.

Metrics and Targets for Performance-Based RSUs Aligned to Long-Term Goals. We deliver a substantial proportion of equity compensation for our executives in performance-based RSUs, aligning realized pay outcomes with our long-term strategy. Metrics used in our performance-based RSUs directly align NEO compensation with our goals. Each year, we assess target and payout ranges for new awards and set targets that the Committee believes are challenging, but achievable, which mitigates excessive risk-taking incentives. In setting targets and payout ranges, the Committee considers publicly-stated guidance and projections, current-year results and peer company financial results, among other factors.

For a further discussion of the risk alignment of our compensation practices, see below under the heading “Alignment of Incentive Compensation and Risk.”

Executive Equity Ownership Guidelines, Practices and Policies

State Street believes executive stock ownership is key to aligningaligns our executives’ interests with those of our shareholders. It also incentsincentivizes our executives to meet our financial, strategicbusiness and risk management objectives. Therefore, we implementedmaintain the following practices, policies and guidelines.guidelines:

Stock Ownership Guidelines. Our stock ownership guidelines apply to all members of our Management Committee, including our current NEOs. These guidelines require executives to own shares of common stock with a value equal to thea multiple of the relevant executive’s annual base salary as shown below. Guideline levels are phased in over a period of five years, with the first year starting on the first January 1 after the person becomes an executive officer.is appointed to the Management Committee. The executive is expected to attain the ownership level ratably over five years and is deemed to satisfy the guideline if that ratable ownership level is met.

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Our Stock Ownership Guidelines also include a holding requirement. Under this requirement, during the five-yearphase-in period, each executive must hold 50% of the number of net shares received from a vesting event untilif the ownership requirement is not met. Following the five yearphase-in period, if the ownership guideline is not met by an executive, that executive must hold 100% of the number of net shares received from a 100% holding requirement appliesvesting event until the ownership guideline is satisfied. As of March 1, 2018,2, 2020, the holding requirement does not apply to any of the current NEOs other than Mr. Aboaf, as each exceeds their full (not ratable) ownership guideline. Mr. Aboaf joined our Management Committee in December 2016 and exceeds his ratable ownership guideline, but is subject to the holding requirement described above, as he does not yet exceed his full ownership guideline.

 

Name

  

Common Stock Ownership
Guideline Multiple of
Annual Base Salary

Executive Exceeds
Ownership
Guideline

Ronald P. O’Hanley

  

Executive Exceeds  

Ownership  

Guideline  

7

  Joseph L. Hooley

Eric W. Aboaf

  5

7

Francisco Aristeguieta

  

5

  Eric W. Aboaf

Jeffrey N. Carp

  5

5

Andrew J. Erickson

  

On a Pro Rata Basis

  Ronald P. O’Hanley

5
  

5

  Andrew Erickson

5

  Cyrus Taraporevala

5

The level of ownership iswas calculated on March 2, 2020, the same date used for the beneficial ownership table in our annual meeting proxy statement“Security Ownership of Certain Beneficial Owners and Management Table” below, and by reference to the closing price of our common stock on the NYSE on that date. Ownership includes unvested time-vesting shares directly owned, DSAs and earned performance-based RSUs (all on anafter-tax basis), including shares held under our 401(k) retirement plan, vested shares in other State Street retirement plans and certain indirectly held shares, but excludes stock options, stock appreciation rights and unearned performance-based RSUs. This calculation differs from the calculation of shares under applicable SEC rules for purposes of the beneficial ownership table on page 76.Security Ownership of Certain Beneficial Owners and Management Table.

As noted in the table above, the stockeach NEO currently exceeds their ownership of each current NEO exceeded the expected level of ownership under these guidelines.guideline.

Securities Trading Policy; No Hedging or Speculative Trading; Rule10b5-1 Plans. State Street has a Securities Trading Policy that contains specific provisions and trading restrictions. The policy assists our directors, executive officers including our NEOs, and other designated employees with access to sensitive information to complyin complying with U.S. federal securities laws when trading in State Street securities. The policy prohibits short selling State Street securities, short, engaging in hedging transactions in State Street securities and engaging in speculative trading in State Street securities.securities by directors, executive officers, and other designated employees, as well as by other members of their household and their dependent family members, and certain accounts or entities over which the person has a control or a beneficial interest. The policy permits individuals, including our NEOs, to enter into trading plans designed to comply with Rule10b5-1 under the Securities Exchange Act of 1934. Rule10b5-1 allows executives to prearrange sales of their company’s securities in a manner designed to avoid initiating stock transactions while in possession of materialnon-public information. Our NEOs and other executive officers may, from time to time, adopt trading plans underRule 10b5-1 and effect transactions in our securities under those plans. The Securities Trading Policy is in addition to the requirementsrequirement in the State Streetour Standard of Conduct applicable tothat all employees, that theiremployees’ trading activities must be in compliance with applicable law and that they may not tradebe made on the basis of materialnon-public information.

In addition, the Standard of Conduct prohibits all employees from engaging in options, hedging, or short sales involving securities issued by State Street, and provides that anything beyond simple purchases or sales of State Street stock is strictly prohibited.

STATE STREET CORPORATION    45


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Equity Grant Guidelines. The Compensation Committee adoptedCommittee’s Equity Grant Guidelines asare described below:

 

 

Annual Equity Award Grants. Annual grants of equity awards to our NEOs, other executive officers and other employees are typically made by the Committee on the date of a scheduled meeting of the Committee or the Board of Directors to be held in February or March of each year following the public release of financial results for the prior fiscal year. Pursuant to authority delegated by the Board, and subject to any limitations that the Board or the Committee may establish, another committee of the Board (which may consist of a single member) may make annual grants to persons other than executive officers on the date of the scheduled meeting in February or MarchMarch.

 

 

Other Equity Award Grants. Grants of equity awards to NEOs and other executive officers in connection with new hirings,hires, promotions, special recognition, retention or other special circumstances are made by the Committee. Awards to other individuals may be made either by the Committee or, subject to any limitations that the Board or the Committee may establish, a committee of the Board

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

composed of (1) the Chairman of the Board, (2) the Chief Executive Officer, if a member of the Board, (3) the Committee Chair or (4) the Committee Chair along with any other member of the Committee. This type of award may be granted on the date of a scheduled meeting of the Committee, a scheduled meeting of the Board or the last business day of a calendar monthmonth.

 

The exercise price for all stock options and stock appreciation rights will be the NYSE closing price of State Street’s common stock on the date of grantgrant.

Except for the setting of the February or March2020 meeting to occur after our public release of 2020 annual earnings, there was no program, plan or practice with respect to 2017 of timing equity awards in coordination with the release of materialnon-public information.

State Street Corporation

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Other Executive Compensation Information

Tax Deductibility of Executive Compensation

Section 162(m) of the U.S. Internal Revenue Code, or Section 162(m), generally limits to $1 million the U.S. federal income tax deductibility of compensation paid in one year to “covered employees.” Performance-based compensation paid through calendar year 2017 was not subject to the limits on deductibility of Section 162(m), provided such compensation met specified requirements, including shareholder approval of material terms of compensation. Deductibility of performance-based compensation under Section 162(m) was eliminated by the Tax Cuts and Jobs Act of 2017 effective January 1, 2018, subject to transition rules. In addition, the definition of “covered employees” under Section 162(m) was amended to expand the definition of “covered employees.” As such, effective January 1, 2018 “covered employees” include any person who was the chief executive officer or chief financial officer at any time during the tax year, as well as the next three most highly paid NEOs as of the last day of the taxable year. In addition, any person who was a covered employee as of January 1, 2017 or becomes a covered employee thereafter will remain a covered employee in perpetuity.

The Compensation Committee considers tax deductibility in making compensation decisions, to the extent deductibility is reasonably practicable and consistent with our other compensation objectives. The Compensation Committee continues to believe that shareholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs will result innon-deductible compensation expenses.

CompensationHuman Resources Committee Report

The Compensation Committee furnishes the following report:

The Committee has reviewed and discussed the Compensation Discussion and Analysis with State Street management. Based on this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by,

Richard P. Sergel, Chair

Kennett F. Burnes

Amelia C. Fawcett

Linda A. Hill

Gregory L. Summe

46    STATE STREET CORPORATION


   Executive Compensation(continued)Richard P. Sergel, Chair

Kennett F. Burnes

Amelia C. Fawcett

    2018 NOTICE OF MEETING AND PROXY STATEMENT   

William L. Meaney

Gregory L. Summe

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, under applicable SEC regulations. As a result, the information may not be comparable to similar information disclosed by other companies. In addition, because the value of health and welfare benefits paid by State Street can vary significantly, depending on the employee’s annual benefits elections, we decided to exclude the value of these benefits from the total compensation of the median employee and Mr. O’Hanley. Accordingly, the methodology differs from the methodology we used for 2018, which included health and welfare benefits.

For 2019:

 

the estimated median of the annual total compensation of all employees of State Street (other than Mr. O’Hanley), was $56,610; and

 

the annual total compensation of Mr. O’Hanley was $8,699,401

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 154 to 1.

We identified our median employee for 2019 based on our employee population as of December 1, 2019. State Street employees are generally eligible for base pay and incentive compensation. We therefore analyzed our employee population based on these compensation elements for full year 2019. We annualized the base pay of all full and part-time employees in our employee population who were hired during 2019. Similarly, for all such employees who did not receive incentive compensation in 2019 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 twelve closest employees to that value to further analyze. We then identified an employee from this group, who was reasonably representative of our workforce and whose pay was a reasonable estimate of the median pay at our organization, as the median employee. For the median employee, we combined all forms of compensation that would have been reported in the “Total” column (column (j)) 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 (column (j)) of our Summary Compensation Table.

Alignment of Incentive Compensation and Risk

We align incentive compensation with appropriate risk management principles, such as providing incentives that dodesigned not to encourage unnecessary or excessive risk-taking and establishing additional process controls and oversight where appropriate. We utilize broad and integrated processes to maintain this alignment, including to:

 

conduct risk-based reviews of incentive plan design

 

identify individuals whose normal activities may expose State Street toinvolve material amounts of riskrisk-taking

 

adjustapply risk-based adjustments to compensation for risk

 

 

implement specific Board committee review of selected control function compensation (e.g.,Board-level Examining and AuditRisk Committee review of Chief ComplianceRisk Officer and Compliance DepartmentEnterprise Risk Management department compensation)

 

LOGO

STATE STREET CORPORATION    47

State Street Corporation

48


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

LOGO       

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 of senior representatives of our risk management 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 Human Resources Committee and a management committee focusing on compliance and ethics (the Compliance and Ethics 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 Human Resources Committee 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 Human Resources Committee 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

 

LOGO       

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

 

LOGO       

Risk-Based Adjustments to Compensation for Material Risk Takers

• Incentive compensation awarded to material risk-takers is subject to risk-based adjustments both before and after the compensation is awarded (ex ante andex post adjustments, respectively)

• Ex ante adjustments are guided by a corporate multi-factor risk scorecard, prepared by the Chief Risk Officer and confirmed by the Risk Committee, assessing firm-wide risk in several categories

• Ex post adjustments include a forfeiture provision, which operates to reduce or cancel the amount remaining to be paid under the relevant award if the Committee determines that the actions of the material risk-taker exposed State Street to inappropriate risks that resulted or could reasonably be expected to result in material losses that are or would be substantial in relation to State Street’s or a relevant business unit’s revenue, capital and overall risk tolerance

• Additionalex post adjustment mechanisms, including our misconduct and financial restatement-related forfeiture and clawback provisions, are applicable to all Executive Vice Presidents, including our NEOs. See above under the heading “Other Elements of Compensation—Adjustment and Recourse Mechanisms”

 

State Street Corporation

49

LOGO


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

LOGO       

Risk-Based Adjustments to Compensation for All Employees

• Results of business unit- and corporate function-level risk assessments are used as an input to allocate bonus pools to each business unit and corporate function, as well as for furthersub-allocations

• Poor risk performance, including significant or repeated compliance or risk-related violations of State Street’s policies, may result inex ante adjustments to an individual’s incentive compensation as part of a progressive discipline structure to hold individual employees accountable for their performance

• All outstanding performance-based RSUs, DSAs and DVAs are subject to forfeiture if an employee is terminated for gross misconduct

LOGO       

Board Committee Review of Selected Control Function Compensation

• Committees of the Board of Directors with oversight of an area managed by specific control functions assess the performance of, and individual compensation recommendations for, the heads of the relevant control function and review the compensation for the entire control function

• Results of the Board-level committee assessments are reported to the Human Resources Committee as an input into final compensation determinations

• This process provides the relevant committee with additional perspective on the performance of the relevant control function and whether that function is being allocated appropriate resources and compensation

As a result of these reviews and processes, we believe that our compensation policies and practices for employees do not promote excessive risk taking and do not provide incentives to create risks that are reasonably likely to have a material adverse effect on us. We will continue to monitor developments in this area and may, as we believe appropriate, make related adjustments to our compensation practices.

 

48    STATE STREET CORPORATION

State Street Corporation

50


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Summary Compensation Table

 

  Name and Principal
  Position

  (a)

 

Year

(b)

 

Salary(1)

($)

(c)

 

Bonus(2)

($)

(d)

 

Stock
Awards(3)

($)

(e)

 

Non-Equity
Incentive Plan
Compensation(4)

($)

(g)

 

Change in
Pension
Value  and
Nonqualified
Deferred
Compensation
Earnings(5)

($)

(h)

 

All Other
Compensation(6)

($)

(i)

 

Total

($)

(j)

 

 

Total without
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings*

($)

 

 

  Joseph L. Hooley

 2017 $1,000,000 $—   $10,000,028 $4,842,269 $3,524,957 $113,406$19,480,660$15,955,703

  Chairman and Chief

  Executive Officer

 

 

 

2016

2015

 


 

 

 

980,769

1,038,462

 


 

 

 

—  

—  

 


 

 

 

8,999,997

10,200,000

 


 

 

 

2,596,750

—  

 


 

 

 

2,014,620

—  

 


 

 

 

99,705

103,025

 


 

 

 

14,691,841

11,341,487

 


 

 

 

12,677,221

11,341,487

 


 

 

  Eric W. Aboaf

 

 

 

2017

 

 

 

 

700,000

 

 

 

 

892,500

 

 

 

 

1,657,398

 

 

 

 

2,648,207

 

 

 

 

—  

 

 

 

 

237,246

 

 

 

 

6,135,351

 

 

 

 

6,135,351

 

  Executive Vice

  President and Chief

  Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Ronald P. O’Hanley

 

 

 

2017

 

 

 

 

800,000

 

 

 

 

—  

 

 

 

 

5,299,912

 

 

 

 

4,068,768

 

 

 

 

—  

 

 

 

 

79,215

 

 

 

 

10,247,895

 

 

 

 

10,247,895

 

  President and Chief

  Operating Officer

 

 2016 784,615 —   4,769,962 2,682,307 —   55,948 8,292,832 8,292,832

 

  Andrew Erickson

 

 

 

2017

 

 

 

 

436,253

 

 

 

 

—  

 

 

 

 

5,430,042

 

 

 

 

1,538,168

 

 

 

 

—  

 

 

 

 

1,022,205

 

 

 

 

8,426,668

 

 

 

 

8,426,668

 

  Executive Vice

  President and Head

  of State Street   Global

  Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Cyrus Taraporevala

 

 

 

2017

 

 

 

 

400,000

 

 

 

 

—  

 

 

 

 

5,543,721

 

 

 

 

2,077,700

 

 

 

 

—  

 

 

 

 

68,615

 

 

 

 

8,090,036

 

 

 

 

8,090,036

 

  President and Chief

  Executive Officer,

  State Street Global

  Advisors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Michael W. Bell

 

 

 

2017

 

 

 

 

153,846

 

 

 

 

—  

 

 

 

 

3,999,906

 

 

 

 

—  

 

 

 

 

—  

 

 

 

 

35,111

 

 

 

 

4,188,863

 

 

 

 

4,188,863

 

  Former Executive

  Vice President and

  Chief Financial

  Officer

 

 

2016

2015


 

784,615

830,769


 

—  

—  


 

3,599,969

4,200,046


 

1,159,337

623,088


 

—  

—  


 

34,498

34,500


 

5,578,419

5,688,403


 

5,578,419

5,688,403


Name and Principal Position Year Salary(1)
($)
  Bonus(2)
($)
  

Stock

Awards(3)
($)

  Non-Equity
Incentive Plan
Compensation(4)
($)
  

Change in
Pension  Value
and
Nonqualified
Deferred
Compensation
Earnings(5)

($)

  All Other
Compensation(1)(6)
($)
  

Total

($)

 
(a) (b) (c)  (d)  (e)  (g)  (h)  (i)  (j) 

Ronald P. O’Hanley

President and Chief Executive Officer

 2019 $800,000  $  $4,926,560  $2,837,004  $  $135,837  $8,699,401 
 2018  800,000      5,034,952   2,378,391      123,322   8,336,665 
 2017  800,000      5,299,912   4,068,768      79,215   10,247,895 

Eric W. Aboaf

Executive Vice President and Chief

Financial Officer

 2019  700,000      2,584,015   2,010,066      82,925   5,377,006 
 2018  700,000      5,099,903   1,585,609      52,711   7,438,223 
 2017  700,000   892,500   1,657,398   2,648,207      237,246   6,135,351 

Francisco Aristeguieta

Executive Vice President and Chief

Executive Officer for International Business

 

 2019  325,505      9,511,387   2,380,000      1,135,364   13,352,256 
        
                              

Jeffrey N. Carp

Executive Vice President, Chief Legal

Officer and Secretary

 2019  650,000      2,580,012   1,810,265   1,205,255   245,747   6,491,279 
        
                              

Andrew J. Erickson

Executive Vice President and Head of Global Services

 2019  500,480      2,283,584   2,070,122      1,312,673   6,166,859 
 2018  487,040      1,999,976   1,111,299      1,616,081   5,214,396 
 2017  436,253      5,430,042   1,538,168      1,022,205   8,426,668 

*(1)

AmountsMr. Aristeguieta’s 2019 salary reflects thepro-rated portion of his annual salary of $704,000 from commencement of his employment in this column show totalJuly 2019 through December 31, 2019. Salaries and compensation as determined under applicable SEC rules and reported in column (j), minus the change in pension value reported in column (h). This is provided to illustrate the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules and to highlight the effect of the Executive Compensation Committee’s (ECC) decisions on total compensation year-over-year. Refer to the compensation table included in the Compensation Discussion“All Other Compensation” column for Mr. Aristeguieta and Analysis on page 40 for the ECC’s compensation decisions for each NEO. The amounts reported in the Total without Change in Pension Value and Nonqualified Deferred Compensation Earnings column differ from the amounts reported in the Total column (column (j)) and are not a substitute for total compensation calculated in accordance with SEC rules. The change in pension value is subject to external variables that are not related to the Company’s performance.

(1)

Salary column displays actual 2017 compensation paid as salary. Mr. Erickson is a Hong Kong employee and his salary waswere converted from HK$ to US$ using the average 2017an exchange rate of 0.128359.0.128 for 2019 and 2018, and 0.128359 for Mr. Bell’s 2017 salary reflects a partial year as he left State StreetErickson in March 2017. In 2016, all US employees transitioned to a one week in arrears pay schedule which resulted in only 51 weeks of salary being paid in 2016. State Street employees are paidbi-weekly. There were 27 pay periods in 2015 (vs. 26 pay periods in 2016 and 2017).

(2)

Reflects thea 2017 cash payment of $892,500 that Mr. Aboaf received in February 2017made in connection with his hire in 2016Mr. Aboaf’s commencement of employment with State Street to compensate him for the loss of 2016 incentive compensation from his prior employer.

(3)

Amounts represent the grant date fair value of awards granted to the NEOs during the indicated years for DSAsDSA and performance-based RSU awards. FairRSUs. The fair value for the awards forof each yearaward 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 Form10-K for the year ended December 31, 2017.2019. The amounts included for the 2019 performance-based RSUs reflect target level performance, as reflected in the 20172019 Grants of Plan-Based Awards table. Please refer toBased on the “2017 Grants of Plan-Based Awards” table forgrant date value and assuming that performance results in the threshold, target and maximum number of shares associated with thevesting, each NEO’s 2019 performance-based RSUs awarded to each NEO. Thewould have a maximum payout as follows: Mr. O’Hanley – 66,666 shares and value of $4,433,956; Mr. Aboaf – 34,967 shares and value of $2,325,655; Mr. Aristeguieta – 67,017 shares and value of $3,527,105; Mr. Carp – 32,205 shares and value of $2,141,955; and Mr. Erickson – 30,902 shares and value of $2,055,292. Based on the grant date value and assuming that performance results in the maximum number of shares vesting, the 2018 performance-based RSUs would have a maximum payout as follows: Mr. O’Hanley – 44,751 shares and value of $4,531,272; Mr. Aboaf – 57,179 shares and value of $5,789,672; and Mr. Erickson –17,777 shares and value of $1,800,099. Based on the grant for each NEO’sdate value and assuming that performance results in the maximum number of shares vesting, the 2017 performance-based RSUs arewould have a maximum payout as follows: For grants awarded on February 27, 2017: Mr. Hooley: $8,400,036; Mr. Aboaf: $1,392,282; Mr. O’Hanley:O’Hanley – 60,137 shares and value of $4,451,942; Mr. Erickson: $1,201,211;Aboaf – 18,807 shares and value of $1,392,282; and Mr. Bell: $3,360,000;Erickson – 83,371 shares and for grants awarded on November 30, 2017: Messrs. Erickson and Taraporevala: $6,000,077.value of $7,201,288.

State Street Corporation

51


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

(4)

Represents the immediate and deferred cash (granted in DVAs) portions of incentive compensation.compensation, as well as dividends credited on DVAs outstanding during 2019, as shown in the table below. DVAs are units representing thethat receive a notional investment return of a money market instrument. The number of units is increased to provide an estimated annual return overDuring the deferral period: 3.00% forperiod, DVAs awardedare 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 February 2018 for 2017 performance, 2.50% for DVAs awarded in February 2017 for 2016 performance and 2.75% for DVAs awarded in February 2016 for 2015 performance. The adjustment factorthe same form as the related DVA unit.

 

STATE STREET CORPORATION    49


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

is 5.55% for DVAs awarded in February 2018 for 2017, and was 5.16% for DVAs awarded in February 2017 for 2016 and 5.92% for DVAs awarded in February 2016 for 2015. The amounts shown in the“Non-Equity Incentive Plan Compensation” column above include these adjustments. The cash portion of incentive compensation for 2017 was awarded as follows (including the DVA adjustment factor) in the table below:

  2017Non-Equity Incentive Plan Compensation

 

  Name

 

 

Immediate Cash

($)

 

 

 

DVAs (including
adjustment factor)

($)

 

 

Total

($)

 

 

  Joseph L. Hooley

 

  

 

 

 

 

$3,087,500

 

 

 

  

 

 

 

 

$1,754,769

 

 

 

  

 

 

 

 

$4,842,269  

 

 

 

 

  Eric W. Aboaf

 

  

 

 

 

 

1,103,810

 

 

 

  

 

 

 

 

1,544,397

 

 

 

  

 

 

 

 

2,648,207  

 

 

 

 

  Ronald P. O’Hanley

 

  

 

 

 

 

1,695,920

 

 

 

  

 

 

 

 

2,372,848

 

 

 

  

 

 

 

 

4,068,768  

 

 

 

 

  Andrew Erickson

 

  

 

 

 

 

641,130

 

 

 

  

 

 

 

 

897,038

 

 

 

  

 

 

 

 

1,538,168  

 

 

 

 

  Cyrus Taraporevala(A)

 

  

 

 

 

 

600,000

 

 

 

  

 

 

 

 

1,477,700

 

 

 

  

 

 

 

 

2,077,700  

 

 

 

(A)

For 2017, Mr. Taraporevala participated in a similar arrangement to the DVA referred to as the SSGA LTIP based on his role prior to his appointment as President and Chief Executive Officer of SSGA on November 7, 2017. Granting of awards, vesting and payment terms under the SSGA LTIP (including the adjustment factor of 5.55%) mirror the terms of the DVAs granted to our other current NEOs.

    2019Non-Equity Incentive Plan Compensation 
Name  Immediate Cash   DVAs   Dividends
Credited on
Outstanding
DVAs
   Total 

Ronald P. O’Hanley

  $1,100,000   $1,650,000   $87,004   $2,837,004 

Eric W. Aboaf

   562,500    1,406,250    41,316    2,010,066 

Francisco Aristeguieta

   1,020,000    1,360,000        2,380,000 

Jeffrey N. Carp

   500,000    1,250,000    60,265    1,810,265 

Andrew J. Erickson

   582,500    1,456,250    31,372    2,070,122 

 

(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 our qualified and nonqualified defined benefit pension plans. The plans arewere frozen as of December 31, 2010 (December 31, 2017 for the Executive Supplemental Retirement Plan defined benefit provisions(ESRP-DB)),and none of the NEOs are receiving additional credits under the plans.therefore there were no accruals during 2019. Mr. HooleyCarp is the only NEO eligible to participate inwith accrued benefits under our defined benefit pension plans since the other NEOs were either hired or appointed to an eligible role after January 1, 2008.plans. For 2017,2019, 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, 20162018 to December 31, 2017,2019, including a change to the lump sum mortality assumption related to the current mandated Internal Revenue Service (IRS) table under Code Section 417(e) and a decrease in the discount rate assumption for the State Street Retirement Plan (SSRP)(Retirement Plan), the Management Supplemental Retirement Plan (MSRP) and the Executive Supplemental Retirement Plan (ESRP),ESRP-DB, as well as formula-driven changes due to Mr. Hooleya participant being older and closer to retirement. These updates resulted in increases in the actuarial present value of Mr. Carp’s benefits astotaling $1,205,255, of December 31, 2017 for Mr. Hooley. The table below describes the change in pension value for 2017, as presented in the Summary Compensation Table above, highlighting the split between (i) the amountwhich $289,094 is attributable to changeMr. Carp’s age in proximity to the normal retirement age including ESRP benefit indexing,of 65 and (ii) the amount$916,161 is attributable to the actuarial present value effect of the decreasechanges in market interest rates and mortality improvements.assumptions. The change in pension value presented in the Summary Compensation Table above and in the following table represents actuarial calculations based upon assumptions on the relevant dates.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 uponon assumptions applicable on those future dates and on formula-driven changes due to the executive’s age and ESRP benefit indexing. ESRP defined benefits are indexed three percent per year as acost-of-living adjustment up to December 31, 2017. The aggregate change in pension value was positive for Mr. Hooley primarily due toat the changes in the discount rate and lump sum conversion factor changes. For more details, refer to footnote B of the “2017 Change in Pension Value” table below.time.

 

  2017 Change in Pension Value

 

  Name 

Due to Age and

Proximity to Retirement(A)

($)

 

Due to Change in
Assumptions(B)

($)

 

Total

($)

 

  Joseph L. Hooley

 

 

 

$1,297,107

 

 

 

$2,227,850

 

 

 

$3,524,957  

 

  (A)

State Street Corporation

52


 

The change in pension value due to an additional year of age was quantified by comparing (i) the December 31, 2016 present value of pension benefits with (ii) the present value of pension benefits calculated on December 31, 2017 holding the December 31, 2016 discount rate and mortality assumptions constant. Since the plans were frozen as of December 31, 2010 and there are no service accruals provided after that date, the increase in value reflects the effects on the present value calculation of pension benefits of Mr. Hooley having aged one additional year closer to normal retirement age (65).

(B)

The change in pension value due to changes in assumptions was quantified by comparing (i) the present value of pension benefits calculated as of December 31, 2017 based on the December 31, 2017 discount rates and mortality assumptions and (ii) subtracting from that the relevant amounts determined to be due to additional age, as set forth in footnote (A) above. The impact of reflecting the lump sum mortality table change and decrease in discount rate assumption for each plan resulted in an increase in pension value.    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

(6)

The following table describes the amounts set forth for 20172019 in the “All Other Compensation” column:

 

  Name Travel
Benefits(A)
($)
 Personal and
Home
Security(B)
($)
 Executive
Health
Screening
($)
 International
Assignment(C)
($)
 Financial
Planning/
Tax
Services
($)
 Personal
Liability
Coverage
($)
 

Company
Contributions
to Defined
Contribution
Plans(D)

($)

 Other
Benefits(E)
($)
 

Total

($)

 

  Joseph L. Hooley

  

 

 

 

$45,193

 

  

 

 

 

$9,698

 

  

 

 

 

$2,395

 

  

 

 

 

 

$ —  

 

 

 

  

 

 

 

$ —  

 

  

 

 

 

$1,120

 

  

 

 

 

$25,000

 

  

 

 

 

$30,000

 

 

 

$113,406  

 

  Eric W. Aboaf

  

 

 

 

—  

 

  

 

 

 

—  

 

  

 

 

 

2,395

 

  

 

—  

  

 

 

 

12,000

 

  

 

 

 

560

 

  

 

 

 

1,346

 

  

 

 

 

220,945

 

 

 

237,246  

 

  Ronald P. O’Hanley

  

 

 

 

7,200

 

  

 

 

 

—  

 

  

 

 

 

2,395

 

  

 

 

 

—  

 

  

 

 

 

—  

 

  

 

 

 

1,120

 

  

 

 

 

13,500

 

  

 

 

 

55,000

 

 

 

79,215  

 

  Andrew Erickson

  

 

 

 

6,600

 

  

 

 

 

—  

 

  

 

 

 

2,395

 

  

 

 

 

968,604

 

  

 

 

 

—  

 

  

 

 

 

1,120

 

  

 

 

 

43,486

 

  

 

 

 

—  

 

 

 

1,022,205  

 

  Cyrus Taraporevala

  

 

 

 

6,600

 

  

 

 

 

—  

 

  

 

 

 

2,395

 

  

 

 

 

—  

 

  

 

 

 

—  

 

  

 

 

 

1,120

 

  

 

 

 

13,500

 

  

 

 

 

45,000

 

 

 

68,615  

 

  Michael W. Bell

  

 

 

 

—  

 

  

 

 

 

—  

 

  

 

 

 

2,395

 

  

 

 

 

—  

 

  

 

 

 

6,000

 

  

 

 

 

1,120

 

  

 

 

 

15,143

 

  

 

 

 

10,453

 

 

 

35,111  

50    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

Name  Executive
Security(A)
   International
Assignment(B)
   Company
Contributions
to Defined
Contribution
Plans(C)
   Charitable
Donations and
Matching
Contributions(D)
   Other
Benefits(E)(F)
   Total 

Ronald P. O’Hanley

  $46,112   $   $16,800   $55,000   $17,925   $135,837 

Eric W. Aboaf

           27,800    45,000    10,125    82,925 

Francisco Aristeguieta

       755,319    32,551        347,494    1,135,364 

Jeffrey N. Carp

           227,800    6,022    11,925    245,747 

Andrew J. Erickson

       1,250,700    50,048        11,925    1,312,673 

 

(A)

Amount includes the cost ofThe Board approved an executive security package that provides a car and driver for($23,629) and residential security ($22,483) to Mr. Hooley. For the carO’Hanley. Car and driver in 2017, the aggregatenon-business incremental cost of $37,993 was determinedvalues are calculated by allocating the total cost of the car and driver betweennon-business and business use by mileage traveled. Amount also includes parking benefits for Messrs. Hooley and O’Hanley of $7,200 and for Messrs. Erickson and Taraporevala of $6,600.

(B)

Amount represents theThe cost of security at Mr. Hooley’sO’Hanley’s residence determined by invoicereflects the amounts invoiced for alarm monitoring and maintenance.

(C)(B)

Amount shown includes expatriateIn connection with his offer of employment, State Street agreed to provide Mr. Aristeguieta international assignment benefits received by Mr. Erickson in accordanceincluding: a goods and services fixed allowance; relocation services; tax preparation and advisory services; and tax equalization payments. In connection with his international assignment.assignment, State Street provides expatriate employees with cost of living, housingprovided Mr. Erickson benefits including: allowances for goods, services, and other relocation assistance as well as ahousing; tax preparation and advisory services; and tax equalization policy (designed to maintain a level of income tax equivalent to that applicable in the home country) applicable to all employees working on temporary international assignments in jurisdictions other than their home country.payments.

(D)(C)

Includes the following Company contributions:contributions to savings plans: (1) $13,500$16,800 to the Salary Savings Program (SSP) for Messrs. Hooley, O’Hanley, TaraporevalaAboaf and Bell,Carp; (2) $1,346 to the SSP for Mr. Aboaf, (3) $11,500$11,000 to the Management Supplemental Savings Plan (MSSP) for Mr. Hooley, (4) $1,643Messrs. Aboaf and Carp; (3) $200,000 to the MSSPExecutive Supplemental Retirement Plan-Defined Contribution component(ESRP-DC) for Mr. Bell,Carp; (4) $1,152 and (5) $43,486$2,304 for Mr. Aristeguieta and Mr. Erickson, consisting of $2,303respectively, to the Mandatory Provident Fund (MPF); and $41,183(5) $31,399 and $47,744 for Mr. Aristeguieta and Mr. Erickson, respectively, to the OccupationOccupational Retirement Schemes Ordinance (ORSO). Mr. Erickson’s MPF and ORSO Company contributions were converted from HK$ to US$ using the December 29, 2017 exchange rate of 0.127948.

(E)(D)

Includes charitable donationsMessrs. O’Hanley and the matching gift program. In 2017,Aboaf each directed contributions of $15,000 and $25,000, respectively, under our Executive Leadership program, which allows Executive Vice Presidents and above serving onnon-profit boards were allowed to annually recommend a financial contribution from the State Street Foundation to the samenon-profit of up to $25,000. In addition, matching contributions were made in the name of Messrs. O’Hanley ($40,000), Aboaf O’Hanley($20,000) and Taraporevala directed contributions of $25,000 in 2017. The Company’sCarp ($6,022) under our matching gift program, which will match contributions made by employees to eligible charitable and educational organizations in accordance with specified annual limits. Matching charitable contributions were made

(E)

Includes $6,000 for financial planning/ tax services for Messrs. O’Hanley and Aboaf; $7,800 for parking benefits for Messrs. O’Hanley, Carp and Erickson; $1,355 for personal liability coverage for Messrs. O’Hanley, Aboaf, Carp and Erickson and $678 for Mr. Aristeguieta; and $2,770 for executive health screening for each NEO.

(F)

Includes a car and driver ($47,558) and club memberships ($296,488, which includes aone-time fixed payment of $294,400) which are customary benefits for leaders in the name of Messrs. Hooley, Aboaf, O’Hanley and Taraporevala in 2017 upregion that we agreed to their specified limits to eligible charities of their choice under State Street’s matching gift program ($30,000 for Messrs. Hooley and O’Hanley and $20,000 for Messrs. Aboaf and Taraporevala. Amounts exclude the $5,000 benefit available to State Street employees). Additionally includes $175,945 in relocation benefits (including the standard tax gross-up on taxable relocation benefits) forprovide Mr. Aboaf per his relocation benefits and repayment agreementAristeguieta in connection with his hire at State Street in December 2016 and $10,453 paid to Mr. Bell for unused vacation (which was not included as partoffer of base salary in the Summary Compensation Table above).employment.

CEO Pay Ratio Disclosure

The following sets out a reasonable estimate under applicable SEC regulations of the ratio of the annual total compensation oftable above does not include any amounts for personal travel in connection with business travel by our Chief Executive OfficerNEOs because there was no aggregate incremental cost to the median of the annual total compensation of our other employees. The methodology and the material assumptions, adjustments and estimates we used in identifying our median employee and calculating that employee’s annual total compensation are set forth below. This methodology and the material assumptions, adjustments and estimates may differ materially from those applied by other companies, including other financial services companies, under applicable SEC regulations. As a result, the information below may not be comparable to similar information disclosed by other companies.

For 2017, we estimate that:Company.

 

the median of the annual total compensation of all employees of State Street (other than Mr. Hooley), was $82,760; and

the annual total compensation of Mr. Hooley was $19,497,361

Based on the foregoing, the ratio of the annual total compensation of Mr. Hooley to the median of the annual total compensation of all other employees is estimated to be 236 to 1.

We identified our median employee—the employee at the midpoint of our employee population—based on our employee population as of December 1, 2017. State Street employees are generally eligible for base pay and incentive pay. We therefore analyzed our employee population based on these compensation elements for full year 2017. We annualized base pay of all full and part-time employees in our employee population who were hired during 2017. Similarly, for all such employees who did not receive incentive pay in 2017 due solely to their date of hire, we used a consistent methodology to impute annualized incentive pay based on level and function. For the median employee, we combined all forms of compensation that would have been reported in the “Total” column (column (j)) of the Summary Compensation Table had disclosure of the median employee’s compensation been required in that table and then added health and welfare benefits paid by State Street.

For Mr. Hooley, we used the amount reported in the “Total” column (column (j)) of our Summary Compensation Table on page 49 and then, for consistent comparability to our median employee, added health and welfare benefits paid by State Street.

STATE STREET CORPORATION    51

State Street Corporation

53


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

20172019 Grants of Plan-Based Awards

 

       Estimated Possible Payouts
UnderNon-Equity Incentive
Plan Awards(1)
  Estimated Future Payouts
Under Equity Incentive
Plan Awards
  All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
  Grant Date
Fair Value
of Stock
and Option
Awards(2)
($)
 

  Name

  (a)

 

Award

(b)

 

Grant
Date

 

  

Threshold
($)

(c)

 

  

Target
($)

(d)

 

  

Maximum
($)

(e)

 

  

Threshold
(#)

(f)

 

  

Target
(#)

(g)

 

  

Maximum
(#)

(h)

 

   
         

(i)

 

  

(j)

 

 

 

  Joseph L. Hooley

 

 

2017 Annual Incentive

 

      

 

$   —  

 

 

 

 $

 

3,000,000

 

 

 

 $

 

6,000,000

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—     

 

 

 

 $

 

—    

 

 

 

 

 

Performance-Based RSU(3)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

32,420

 

 

 

  

 

81,048

 

 

 

  

 

113,468

 

 

 

  

 

—     

 

 

 

  

 

5,999,984  

 

 

 

  

 

Deferred Stock Award (DSA)(4)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

53,398   

 

 

 

  

 

4,000,044  

 

 

 

 

  Eric W. Aboaf

 

 

 

2017 Annual Incentive

 

  

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

1,700,000

 

 

 

 

 

 

 

 

 

3,400,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

 

 

 

 

 

—    

 

 

 

 

 

Performance-Based RSU(5)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

5,374

 

 

 

  

 

13,433

 

 

 

  

 

18,807

 

 

 

  

 

—     

 

 

 

  

 

994,445  

 

 

 

  

Deferred Stock Award (DSA)(6)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

8,850   

 

 

 

  

 

662,953  

 

 

 

 

  Ronald P. O’Hanley

 

 

 

2017 Annual Incentive

 

  

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

2,900,000

 

 

 

 

 

 

 

 

 

5,800,000

 

 

 

 

  

 

—  

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

 

 

 

 

 

—    

 

 

 

 

 

 

Performance-Based RSU(3)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

17,182

 

 

 

  

 

42,955

 

 

 

  

 

60,137

 

 

 

  

 

—     

 

 

 

  

 

3,179,959  

 

 

 

  

 

Deferred Stock Award (DSA)(4)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

28,300   

 

 

 

  

 

2,119,953  

 

 

 

 

  Andrew Erickson

 

 

 

2017 Annual Incentive

 

  

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

1,050,000

 

 

 

 

 

 

 

 

 

2,100,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

 

 

 

 

 

—    

 

 

 

 

 

 

Performance-Based RSU(3)

 

 

 

 

 

 

2/27/2017

 

 

 

 

 

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

4,636

 

 

 

 

 

 

 

 

 

11,590

 

 

 

 

 

 

 

 

 

16,226

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

 

 

 

 

 

858,007  

 

 

 

 

 

 

Deferred Stock Award (DSA)(4)

 

 

 

 

 

 

2/27/2017

 

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

7,636   

 

 

 

  

 

572,013  

 

 

 

  

 

Performance-Based RSU(7)

 

  

 

11/30/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

22,382

 

 

 

  

 

44,763

 

 

 

  

 

67,145

 

 

 

  

 

—     

 

 

 

  

 

4,000,022  

 

 

 

 

  Cyrus Taraporevala

 

 

 

2017 Annual Incentive

 

  

 

 

 

   —  

 

 

 

 

 

 

 

1,600,000

 

 

 

 

 

 

 

 

 

3,200,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

  

 

—    

 

 

 

 

 

Deferred Stock Award (DSA)(4)

 

  

 

2/27/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

 

 

 

 

 

—  

 

 

 

 

  

 

—  

 

 

 

  

 

20,422   

 

 

 

 

 

 

 

 

1,543,699  

 

 

 

 

  

 

Performance-Based RSU(7)

 

  

 

11/30/2017

 

 

 

  

 

   —  

 

 

 

  

 

—  

 

 

 

  

 

—  

 

 

 

  

 

22,382

 

 

 

  

 

44,763

 

 

 

  

 

67,145

 

 

 

  

 

—     

 

 

 

  

 

4,000,022  

 

 

 

 

  Michael W. Bell

 

 

 

2017 Annual Incentive

 

  

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—     

 

 

 

 

 

 

 

 

 

—    

 

 

 

 

 

 

Performance-Based RSU(3)

 

 

 

 

 

 

2/27/2017

 

 

 

 

 

 

 

 

 

   —  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

12,968

 

 

 

 

  

 

32,419

 

 

 

  

 

45,387

 

 

 

  

 

—     

 

 

 

  

 

2,399,978  

 

 

 

  

 

Deferred Stock Award (DSA)(4)

 

 

 

 

 

 

 

 

 

2/27/2017

 

 

 

 

 

 

  

 

 

   —  

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

  

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

  

 

 

—  

 

 

 

 

 

  

 

 

—  

 

 

 

 

 

  

 

 

21,358   

 

 

 

 

 

  

 

 

1,599,928  

 

 

 

 

 

    

 

Estimated Possible
PayoutsUnder Non-Equity
Incentive Plan Awards(1)

 


 
 

 

  

 

Estimated Future
Payouts Under Equity
Incentive Plan Awards

 



 

 

  




All Other Stock
Awards:
Number of
Shares of
Stock or Units
(#)
 
 
 
 

 
  



Grant Date
Fair Value of
Stock and
Option Awards(2)
($)
 
 
 

 

Name

 

Award

 

Grant
Date

  Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
 
(a) (b)     (c)  (d)  (e)  (f)  (g)  (h)   (i)    (j) 

Ronald P. O’Hanley

 2019Cash-Based Incentive  $  $3,300,000  $6,600,000              $ 
 Performance-Based RSU(3)  3/1/2019            22,222   44,444   66,666      2,955,970 
 DSA(4)  3/1/2019                     29,168   1,970,590 

Eric W. Aboaf

 2019 Cash-Based Incentive      2,030,000   4,060,000                
 Performance-Based RSU(3)  3/1/2019            11,656   23,311   34,967      1,550,415 
 DSA(4)  3/1/2019                     15,299   1,033,600 

Francisco Aristeguieta

 2019 Cash-Based Incentive(5)   2,380,000   2,380,000   4,760,000                
 Performance-Based RSU(6)  7/31/2019            22,339   44,678   67,017      2,351,403 
 DSA(6)  7/31/2019                     24,374   1,390,780 
 DSA(6)  7/31/2019                     38,156   2,136,354 
 DSA(6)  7/31/2019                     23,354   1,281,434 
 DSA(6)  7/31/2019                     43,788   2,351,416 

Jeffrey N. Carp

 2019 Cash-Based Incentive      1,925,000   3,850,000                
 Performance-Based RSU(3)  3/1/2019            10,735   21,470   32,205      1,427,970 
 DSA(4)  3/1/2019                     14,091   951,988 
 ESRP Share Award(7)  3/1/2019                     2,748   200,054 

Andrew J. Erickson

 2019 Cash-Based Incentive      2,103,360   4,206,720                
 Performance-Based RSU(3)  3/1/2019            10,301   20,601   30,902      1,370,173 
 DSA(4)  3/1/2019                     13,520   913,411 

 

(1)

For 2017, annual2019, cash-based incentive amounts were awarded in the form of immediate cash and deferred cash (granted in DVAs, or SSGA LTIP for Mr. Taraporevala).DVAs. The actual cash payouts under the annualcash-based incentive awards earned are reported in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

Fair value of the awards is computed in accordance with FASB ASC Topic 718, using the assumptions stated in the notesnote 18 to the consolidated financial statements in our Annual Report on Form10-K for the year ended December 31, 2017.2019.

(3)

Performance-based RSU awardsRSUs granted on February 27, 2017, as a part of 20162018 compensation.

(4)

DSAs granted on February 27, 2017, as a part of 20162018 compensation.

(5)

Performance-based RSU awards granted on February 27, 2017 designedThe 2019 cash-based incentive threshold is the minimum amount payable to compensate Mr. Aboaf for the loss of 2016 incentive compensation fromAristeguieta under his prior employer.offer letter.

(6)

Performance-based RSUs and DSAs granted on February 27, 2017, designedJuly 31, 2019 to compensate Mr. Aboaf for the loss of 2016 incentive compensationAristeguieta were intended to replace forfeited awards from his prior employer.

(7)

Performance-based RSUDeferred share awards granted on November 30, 2017, were promotionas part of theESRP-DC. These awards for Messrs. Erickson and Taraporevala in recognition of their promotions and roleare described in the implementation of our leadership transition announced in November 2017. Reflectsnarrative accompanying the award modification agreed to by Messrs. Erickson and Taraporevala in February 2018 as discussed under “2017 Compensation Decisions—Individual Compensation Decisions.”“2019 Nonqualified Deferred Compensation” table.

State Street Corporation

54


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Narrative Disclosure Accompanying Grants of Plan-Based Awards Table

The awards set forth in the “Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards” column of the 20172019 Grants of Plan-Based Awards table above for Messrs. O’Hanley, Aboaf, Erickson and Carp were awarded as annual incentives in the formcash-based portion of immediatethe target and deferred cash (granted in DVAs/ SSGA LTIP). The 2017 annualmaximum incentive awards referenced in this tablethat were granted as part of 20172019 incentive compensation in February 2018.compensation. The targets, minimum (0%) and maximum (200%) are described above under the heading, “Compensation Discussion and Analysis—2017New Compensation Decisions—TotalProgram Features for the 2019 Compensation Approach—Individual Compensation Targets—Annual Incentive.Year.State Street agreed to provide Mr. Aristeguieta with cash-based incentive compensation, in the form of immediate cash and DVAs, to replace compensation he expected to receive at his prior employer. The amounts awardedactual cash-based incentive awards earned by each NEO as determined in February 2018 under these annual incentive awards are2020 is included in the 2017 row of the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

52    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

DVAs granted in February 2020, under the State Street Corporation Supplemental Cash Incentive Plan, for 2019 performance are deferred cash units that are 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 awards granted in February 2017 under the 2006 Equity Incentive Plan,2019, set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the 20172019 Grants of Plan-Based Awards table above, were performance-based RSU awards.RSUs. These awards for Messrs. Hooley, O’Hanley, Erickson and Bell were granted as part of the long-term incentivea component of each NEO’s 20162018 performance year incentive compensation. The awards granted in July 2019 to Mr. Aboaf’s award was grantedAristeguieta were intended to compensate him for the loss of 2016 compensationreplace forfeited awards from his prior employer. Payouts underThe percent at which these awards are currently shown at 100% (target); however, the percent at which the awards are actually earned will be determined based on the simple average of each calendar year’s return on equity determined under GAAPandpre-tax margin, each weighted at 50%, for the three-year period from January 1, 20172019 to December 31, 2019.2021, subject to adjustment by the Human Resources Committee forpre-established factors. Based on the satisfaction of applicable performance criteria and on certification by the Human Resources Committee following the end of the performance period, the performance-based RSUs will vest in one installment. The 2019 performance-based RSU awardsRSUs with an ROE target of 13% and aPre-tax Margin target of 29% are earned as shown in the table below:

   

 

Pre-tax Margin

 

      

Less than

24%

 

 

24%

 

25%

 

26%

 

27%

 

28%

 

29%

 

30%

 

31%

 

32%

 

33%

 

34% or

Above

 

LOGO

  

Less than
8%

 

 0%

 

 25%

 

 35%

 

 43%

 

 45%

 

 48%

 

 50%

 

 53%

 

 55%

 

 58%

 

 65%

 

 75%

 

  8% 25% 50% 60% 68% 70% 73% 75% 78% 80% 83% 90% 100%
  9% 35% 60% 70% 78% 80% 83% 85% 88% 90% 93% 100% 110%
  10% 43% 68% 78% 85% 88% 90% 93% 95% 98% 100% 108% 118%
  11% 45% 70% 80% 88% 90% 93% 95% 98% 100% 103% 110% 120%
  12% 48% 73% 83% 90% 93% 95% 98% 100% 103% 105% 113% 123%
  13% 50% 75% 85% 93% 95% 98% 100% 103% 105% 108% 115% 125%
  14% 53% 78% 88% 95% 98% 100% 103% 105% 108% 110% 118% 128%
  15% 55% 80% 90% 98% 100% 103% 105% 108% 110% 113% 120% 130%
  16% 58% 83% 93% 100% 103% 105% 108% 110% 113% 115% 123% 133%
  17% 65% 90% 100% 108% 110% 113% 115% 118% 120% 123% 130% 140%
  

18% and Above

 

 75%

 

 100%

 

 110%

 

 118%

 

 120%

 

 123%

 

 125%

 

 128%

 

 130%

 

 133%

 

 140%

 

 150%

 

The DSAs granted in November 2017 under the 2017 Stock Incentive Plan for Messrs. Erickson and Taraporevala were awarded in recognition of their promotions and role in the implementation of our leadership transition announced in November 2017. Payouts under these awards are currently shown as earned at 100% (target); however, the percent at which the awards are actually earned will be determined based on the simple average of each calendar year’s return on equity determined under GAAP for the three-year period from January 1, 2018 to December 31, 2020.

DSAs,February 2019 set forth in the “All Other Stock Awards” column of the 20172019 Grants of Plan-Based Awards table above, were awarded as part of Messrs. Hooley, O’Hanley, Erickson, Taraporevala and Bell’s long-term incentivea component of their 2016each NEO’s 2018 performance year incentive compensation. Mr. Aboaf’s award was granted to compensate him for the loss of 2016 compensation from his prior employer. These awards for Messrs. Hooley, Aboaf, O’Hanley, Erickson and Bell vest ratably in annual installments over four years from the date of grant. The award forDSAs granted to Mr. Taraporevala vests ratablyAristeguieta in quarterly installments over four yearsJuly 2019 set forth in the “All Other Stock Awards” column of the 2019 Grants of Plan-Based Awards table above were intended to replace forfeited awards from his prior employer. The vesting of these DSAs is described in footnotes 11, 12, 13 and 14 to the date of grant.    All DSAs were granted under the 2006“Outstanding Equity Incentive Plan.Awards at FiscalYear-End, December 31, 2019” table below.

State Street Corporation

55


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

All performance-based RSUs and DSAs were granted provide forunder the 2017 Stock Incentive Plan and are subject to a double-trigger “double-trigger”change-of-control vesting. Service-based restrictions lapse and vesting provision. The double trigger provides, in the context of a change of control, that awards will only receiveis accelerated vesting if the executive incurs a qualified termination following the change of control. For a description of qualified terminations, see below under the headingmore details refer to “Potential Payments upon Termination orof Change of Control as of December 31, 2017.”2019—Change of Control” below.

The grant date fair value ofAll DVAs, DSAs and performance-based RSUs have a qualifying retirement provision. Under the retirement provision, service-based restrictions lapse after the participant attains the age of 55 and completes 5 years of service with State Street, with awards continuing to vest according to their original terms. Service-based restrictions lapse on all DVAs in the event a participant dies, becomes disabled and terminates employment or is basedinvoluntarily terminated without cause, and vesting is accelerated in the event of death or disability. Service-based restrictions lapse on all DSAs in the closing priceevent a participant dies, becomes disabled and terminates employment or is involuntarily terminated without cause and vesting is accelerated in the event of our common stockdeath. Service-based restrictions lapse on dateall performance-based RSUs in the event a participant dies or becomes disabled and terminates employment or is involuntarily terminated without cause, but vesting continues according to the original terms.

None of grant, adjusted if appropriate based on the award’s ability toperformance-based RSUs or DSAs receive dividends during the vesting period. No dividends or dividend equivalents are attached to the DSAs or performance-based RSUs granted in 2017. The performance-based RSU awards vest in one installment based on the satisfaction of applicable performance criteria and on certification by the Compensation Committee following the end of the performance period. The February 2017 performance-based RSUs have a maximum payout of 140% of the award target and the November 2017 performance-based RSUs have a maximum payout of 150% of the award target. State Street has stock ownership guidelines for its NEOs which are described in our “Compensation Discussion and Analysis—Executive Equity Ownership Guidelines, Practices and Policies” section.equivalents.

The DVAs (or SSGA LTIP for Mr. Taraporevala), DSAs and performance-based RSUsAll incentive compensation awarded to our NEOs areis subject to recourse mechanisms, including clawback, forfeiture andex ante adjustments, and the immediate cash awards to our NEOs are also subject to recourse mechanisms, including clawback andex ante adjustments, as described in ourabove under the heading “Compensation Discussion and Analysis—Other Elements of Compensation” section.Compensation—Adjustment and Recourse Mechanisms.”

Historically the Compensation Committee intendedTheESRP-DC granted to structure our NEO incentive compensation program so that our immediate cash incentives, DVAs/ SSGA LTIP and DSAs are Section 162(m)-qualified performance-based compensation deliveredMr. Carp in February 2019 under the Senior Executive Annual2017 Stock Incentive Plan, (SEAIP), which has been approved by our shareholders. (Our performance-based RSUs are granted under the 2006 Equity Incentive Plan and have also historically been intended to qualify under Section 162(m).) As discussedset forth in the “Compensation Discussion“All Other Stock Awards” column of the 2019 Grants of Plan-Based Awards table above, provides Mr. Carp with additional retirement benefits in accordance with the terms of his employment arrangement.ESRP-DC equity grants receive dividend equivalents prior to vesting and Analysis,” the deductibility of performance-based compensation under Section 162(m) was eliminated by the Tax Cuts and Jobs Act of 2017 effective January 1, 2018,payout. TheESRP-DC is subject to transition rules. Under the SEAIP, the Committee annually establishes a maximum payout amount for each NEO’s annual incentive award plus DSA awards. For 2017, this maximum payout amount was equal to a percentage of our operating-basis net income before income taxesretirement eligibility and incentive compensation, or Operating NIBTIC, and subject to an annual limit of $10 million per executive. Operating NIBTIC for 2017 was $4.433 billion. The 2017 SEAIP incentive target was: 0.239063% for Mr. Hooley; 0.119531% for Mr. Aboaf; 0.203203% for Mr. O’Hanley and 0.071719% for Mr. Erickson. No 2017 SEAIP target was set for Mr. Taraporevala,vesting as he was not a member of the Management Committee at the beginning of 2017, or Mr. Bell, as he was stepping down from his role as Chief Financial Officer during 2017. The Committee may use its discretion to reduce, but not increase, both the Operating NIBTIC amount used for the above purposes and the amount of compensation awarded to any one or more executives below the maximum payout amount permitteddescribed under the SEAIP. For 2017, the Committee did not exercise discretion to reduce Operating NIBTIC, but, for each NEO, the Committee exercised discretion to reduce the amount of incentive compensation awarded under the SEAIP below the applicable payout opportunity. All 2017 awards under the SEAIP fell within“2019 Nonqualified Deferred Compensation” below.

 

STATE STREET CORPORATION    53

State Street Corporation

56


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

the incentive compensation ranges described above under the heading, “Compensation Discussion and Analysis—2017 Compensation Decisions—Total Compensation Approach—Individual Compensation Targets.”

Outstanding Equity Awards at FiscalYear-End, 2017December 31, 2019(1)

 

  Name

  (a)

 

 

Stock Awards(2)

Grant
Date

 

Number of
Shares or Units
of Stock That
Have Not
Vested
(#)

(g)

 

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)

(h)

 

Equity
Incentive Plan
Awards: Number
of Unearned
Shares, Units,
or Other Rights
That Have Not
Vested

(#)

(i)

 

Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units,
or Other Rights
That Have Not
Vested

($)

(j)

 

 

  Joseph L. Hooley

 

 

 

 

 

02/20/14

 

 

(3)

 

 

 

 

 

38,724

 

 

 

 

$

 

 

3,779,850

 

 

 

 

$

 

 

—    

 

 

 

 

 

 

 

02/19/15

 

 

(4)

 

 

 

 

 

27,412

 

 

 

 

 

 

 

2,675,685

 

 

 

 

 

 

 

02/19/15

 

 

(5)

 

 

 

 

 

83,056

 

 

 

 

 

 

 

8,107,096

 

 

 

 

 

 

 

02/29/16

 

 

(6)

 

 

 

 

 

53,108

 

 

 

 

 

 

 

5,183,872

 

 

 

 

 

 

 

02/29/16

 

 

(7)

 

 

 

 

 

129,497

 

 

 

 

 

 

 

12,640,202  

 

 

 

 

 

 

 

02/27/17

 

 

(8)

 

 

 

 

 

53,398

 

 

 

 

 

 

 

5,212,179

 

 

 

 

 

 

 

02/27/17

 

 

(9)

 

 

 

 

 

113,468

 

 

 

 

 

 

 

11,075,611  

 

 

 

 

  Eric W. Aboaf

 

 

 

 

 

12/30/16

 

 

(10)

 

 

 

 

 

16,825

 

 

 

 

 

 

 

1,642,288

 

 

 

 

 

 

 

12/30/16

 

 

(11)

 

 

 

 

 

19,452

 

 

 

 

 

 

 

1,898,710  

 

 

 

 

 

 

 

02/27/17

 

 

(8)

 

 

 

 

 

8,850

 

 

 

 

 

 

 

863,849

 

 

 

 

 

 

 

02/27/17

 

 

(9)

 

 

 

 

 

18,807

 

 

 

 

 

 

 

1,835,751  

 

 

 

 

  Ronald P. O’Hanley

 

 

 

 

 

04/30/15

 

 

(12)

 

 

 

 

 

13,619

 

 

 

 

 

 

 

1,329,351

 

 

 

 

 

 

 

02/29/16

 

 

(6)

 

 

 

 

 

28,147

 

 

 

 

 

 

 

2,747,429

 

 

 

 

 

 

 

02/29/16

 

 

(7)

 

 

 

 

 

68,633

 

 

 

 

 

 

 

6,699,267  

 

 

 

 

 

 

 

02/27/17

 

 

(8)

 

 

 

 

 

28,300

 

 

 

 

 

 

 

2,762,363

 

 

 

 

 

 

 

02/27/17

 

 

(9)

 

 

 

 

 

60,137

 

 

 

 

 

 

 

5,869,973  

 

 

 

 

  Andrew Erickson

 

 

 

 

 

02/20/14

 

 

(13)

 

 

 

 

 

759

 

 

 

 

 

 

 

74,086

 

 

 

 

 

 

 

02/19/15

 

 

(14)

 

 

 

 

 

1,488

 

 

 

 

 

 

 

145,244

 

 

 

 

 

 

 

02/29/16

 

 

(15)

 

 

 

 

 

3,634

 

 

 

 

 

 

 

354,715

 

 

 

 

 

 

 

02/27/17

 

 

(8)

 

 

 

 

 

7,636

 

 

 

 

 

 

 

745,350

 

 

 

 

 

 

 

02/27/17

 

 

(9)

 

 

 

 

 

16,226

 

 

 

 

 

 

 

1,583,820  

 

 

 

 

 

 

 

11/30/17

 

 

(16)

 

 

 

 

 

44,763

 

 

 

 

 

 

 

4,369,316  

 

 

 

 

  Cyrus Taraporevala

 

 

 

 

 

04/29/16

 

 

(17)

 

 

 

 

 

17,402

 

 

 

 

 

 

 

1,698,609

 

 

 

 

 

 

 

02/27/17

 

 

(18)

 

 

 

 

 

16,593

 

 

 

 

 

 

 

1,619,643

 

 

 

 

 

 

 

11/30/17

 

 

(16)

 

 

 

 

 

44,763

 

 

 

 

 

 

 

4,369,316  

 

 

 

 

  Michael W. Bell

 

 

 

 

 

02/20/14

 

 

(3)

 

 

 

 

 

19,363

 

 

 

 

 

 

 

1,890,022

 

 

 

 

 

 

 

02/19/15

 

 

(4)

 

 

 

 

 

10,965

 

 

 

 

 

 

 

1,070,294

 

 

 

 

 

 

 

02/19/15

 

 

(5)

 

 

 

 

 

33,222

 

 

 

 

 

 

 

3,242,799

 

 

 

 

 

 

 

02/29/16

 

 

(6)

 

 

 

 

 

21,243

 

 

 

 

 

 

 

2,073,529

 

 

 

 

 

 

 

02/29/16

 

 

(7)

 

 

 

 

 

51,798

 

 

 

 

 

 

 

5,056,003  

 

 

 

 

 

 

 

02/27/17

 

 

(8)

 

 

 

 

 

21,358

 

 

 

 

 

 

 

2,084,754

 

 

 

 

 

 

 

02/27/17

 

 

(9)

 

 

 

 

 

45,387

 

 

 

 

 

 

 

4,430,225  

 

 

 

    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
($)
   Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units, or
Other Rights That
Have Not Vested
(#)
   Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units, or
Other Rights  That
Have Not Vested
($)
 
(a)     (g)   (h)   (i)   (j) 

Ronald P. O’Hanley

  02/29/16(3)  9,383   $742,195     $ 
  02/27/17(4)  14,150    1,119,265     
  02/27/17(5)  46,263    3,659,403     
  02/26/18(6)  14,781    1,169,177     
  02/26/18(7)      29,834    2,359,869 
  03/01/19(8)  29,168    2,307,189     
   03/01/19(9)            44,444    3,515,520 

Eric W. Aboaf

  02/27/17(4)  4,425    350,018     
  02/27/17(5)  14,467    1,144,340     
  02/26/18(6)  9,101    719,889     
  02/26/18(7)      18,368    1,452,909 
  02/26/18(10)      19,751    1,562,304 
  03/01/19(8)  15,299    1,210,151     
   03/01/19(9)            23,311    1,843,900 

Francisco Aristeguieta

  07/31/19(11)  24,374    1,927,983     
  07/31/19(12)  38,156    3,018,140     
  07/31/19(13)  23,354    1,847,301     
  07/31/19(14)  43,788    3,463,631     
   07/31/19(15)            44,678    3,534,030 

Jeffrey N. Carp

  02/29/16(3)  6,196    490,104     
  02/27/17(4)  9,345    739,190     
  02/27/17(5)  30,551    2,416,584     
  02/26/18(6)  10,275    812,753     
  02/26/18(7)      20,738    1,640,376 
  03/01/19(8)  14,091    1,114,598     
   03/01/19(9)            21,470    1,698,277 

Andrew J. Erickson

  02/29/16(16)  404    31,956     
  02/27/17(4)  3,818    302,004     
  02/27/17(5)  12,482    987,326     
  11/30/17(17)      44,763    3,540,753 
  02/26/18(6)  5,871    464,396     
  02/26/18(7)      11,851    937,414 
  03/01/19(8)  13,520    1,069,432     
   03/01/19(9)            20,601    1,629,539 

 

54    STATE STREET CORPORATION

State Street Corporation

57


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

(1)

The NEOs did not hold any stock options or Stock Appreciation Right (SAR) awards at fiscalyear-end (December 31, 2017). All outstanding equity awards are subject to recourse mechanisms, including clawback and forfeiture, adjustments as described in ourabove under the heading “Compensation Discussion and Analysis—Other Elements of Compensation” section.Compensation.”

(2)

Stock award values in the table above are based on the closing share price of our common stock on the NYSE on December 29, 2017, the last trading day in 2017, which was $97.61.31, 2019 ($79.10).

(3)

DSAs that vest in four equal annual installments (25% per year) starting on February 15, 2015. Also includes performance-based RSUs with aone-year (January 1, 2014-December 31, 2014) performance measurement period. These awards were earned at 100% and the awards converted to time-based vesting in four equal installments (25% per year), starting on February 19, 2015.2017. The remainingone-quarter of the DSA and performance-based RSU awardslast installment vested on February 15, 2018.2020.

(4)

DSAs that vest in four equal annual installments (25% per year) starting on February 15, 2016.2018. The balance of the award will vest in two equal installments, one of which vested on February 15, 2018. The last2020; the remaining installment will vest on February 15, 2019.2021.

(5)

Performance-based RSUs with a three-year performance measurement period (January 1, 2015-December2017-December 31, 2017)2019). The awards were earned at 100%107.7% of target and vested in one installment on February 26, 2018.27, 2020.

(6)

DSAs that vest in four equal annual installments (25% per year) starting on February 15, 2017.2019. The balance of the award will vest in three equal installments, one of which vested on February 15, 2018;2020; the remaining two installments will vest on February 15, 20192021 and 2020.2022.

(7)

Performance-based RSUs with a three-year performance measurement period (January 1, 2016-December2018-December 31, 2018)2020) that will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the CompensationHuman Resources Committee following the end of the performance period. Awards have been included in the table above at 120% of target (i.e., maximum).

(8)

DSAs that vest in four equal annual installments (25% per year). The first installment vested on February 15, 2018;2020; the remaining three installments will vest on February 15, 2019, 20202021, 2022 and 2021.2023.

(9)

Performance-based RSUs with a three-year performance measurement period (January 1, 2017-December2019-December 31, 2019)2021) that will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the CompensationHuman Resources Committee following the end of the performance period. Awards have been included in the table above at 140% of target (i.e., maximum).

(10)

Performance-based RSUs with a three-year performance measurement period (January 1, 2018-December 31, 2020) granted to Mr. Aboaf as a promotion award; this award vests 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.

(11)

DSAs granted to Mr. AboafAristeguieta in connection with his commencement of employment at State Street; these DSAs vested in one installment on February 15, 2020.

(12)

DSAs granted to Mr. Aristeguieta in connection with his commencement of employment at State Street; these DSAs vest in two equal annual installments. The first installment vested on February 15, 2018;2020; the lastremaining installment will vest on February 15, 2019.2021.

(11)(13)

Performance-based RSUs with atwo-year performance measurement period (January 1, 2017-December 31, 2018)DSAs granted to Mr. AboafAristeguieta in connection with his commencement of employment at State Street; these awardsDSAs vest in three equal installments. The first installment vested on February 15, 2020; the remaining installments will vest on February 15, 2021 and 2022.

(14)

DSAs granted to Mr. Aristeguieta in connection with his commencement of employment at State Street; these DSAs vest in four equal installments. The first installment vested on February 15, 2020; the remaining installments will vest on February 15, 2021, 2022 and 2023.

(15)

Performance-based RSUs granted to Mr. Aristeguieta in connection with his commencement of employment at State Street with a three-year performance measurement period (January 1, 2019-December 31, 2021) that will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the CompensationHuman Resources Committee following the end of the performance period. Awards have been included in the table above at 120% of target (i.e., maximum).

(12)(16)

DSAs granted to Mr. O’Hanley in connection with his commencement of employment at State Street; these DSAs vest in four equal annual installments commencing on May 15, 2016. The balance of the award will vest in two equal installments on May 15, 2018 and 2019.

(13)

Two DSAs with the following vesting schedules: one award vests in four equal annual installments (25% per year) starting on February 15, 2015 and the second award vests in sixteen equal quarterly installments starting on May 15, 2014. The balance is the last installment for both of these awards which vested on February 15, 2018.

(14)

DSAs that vest in sixteen equal quarterly installments starting on May 15, 2015. The balance of the award will vest in five equal installments, one of which vested on February 15, 2018; the remaining four installments will vest on May 15, August 15 and November 15 in 2018 and February 15, 2019.

(15)

DSAs that vest in sixteen equal quarterly installments starting on May 15, 2016. The balance of the award will vest in nine equal installments. The firstlast installment vested on February 15, 2018; the remaining eight installments will vest quarterly from May 15, 2018 to February 15, 2020.

(16)(17)

Performance-based RSUs granted to Mr. Erickson as a promotion award with a three-year performance measurement period (January 1, 2018-December 31, 2020) granted to Messrs. Erickson and Taraporevala as a promotion award in recognition of their promotions and role in the implementation of our leadership transition announced in November 2017; these awardsthat will vest in one installment based on the satisfaction of applicable performance criteria and on certification by the CompensationHuman Resources Committee following the end of the performance period. Awards have been included in

State Street Corporation

58


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

2019 Stock Vested

    Stock Awards 
Name  Number of Shares
Acquired on
Vesting(1)
(#)
   Value Realized on
Vesting(2)
($)
 
(a)  (d)   (e) 

Ronald P. O’Hanley

   88,648   $6,332,971 

Eric W. Aboaf

   31,198    2,241,984 

Francisco Aristeguieta

   0     

Jeffrey N. Carp

   62,056    4,473,808 

Andrew J. Erickson

   5,779    396,710 

(1)

Includes DSAs, performance-based RSUs and dividend shares earned on DSAs under the table above at target.ESRP-DC, as follows:

(17)

TwoThe number of shares underlying DSAs granted tothat vested in 2019: Mr. Taraporevala in connection with his commencement of employment at State Street. One award vests in two equal annual installments starting on May 15, 2017. The last installment of 8,839 will vest on May 15, 2018. The second award vests in sixteen equal quarterly installments starting on August 15, 2016. The remaining balance of 8,563 reflects the last ten installments, one of which vested on February 15, 2018; the remaining nine installments will vest quarterly from May 15, 2018 to May 15, 2020.O’Hanley: 28,194, Mr. Aboaf: 13,659, Mr. Erickson: 5,779 and Mr. Carp: 19,092.

(18)

DSAs that vestThe number of performance-based RSUs earned for the performance period ending in sixteen equal quarterly installments starting on May 15, 2017. The balance of the award will vest2018 and vested in thirteen equal installments, one of which vested on February 15, 2018; the remaining twelve installments will vest quarterly from May 15, 2018 to February 15, 2021.2019: Mr. O’Hanley: 60,454, Mr. Aboaf: 17,539 and Mr. Carp: 39,923

2017 Option Exercises and Stock Vested

   Option/SAR Awards   Stock Awards 

  Name

  (a)

  

Number of Shares
Acquired on Exercise(1)

(#)

(b)

   

Value Realized
on Exercise(2)

($)

(c)

   

Number of Shares
Acquired on Vesting(3)

(#)

(d)

   

Value Realized
on Vesting(4)

($)

(e)

 

 

  Joseph L. Hooley

 

  

 

 

 

 

167,135          

 

 

 

 

  

 

     $

 

 

934,285   

 

 

 

 

  

 

 

 

 

116,976          

 

 

 

 

  

 

 

 

 

$9,583,185

 

 

 

 

 

  Eric W. Aboaf

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

  Ronald P. O’Hanley

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

16,191          

 

 

 

 

  

 

 

 

 

1,332,197

 

 

 

 

 

  Andrew Erickson

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

5,206          

 

 

 

 

  

 

 

 

 

450,823

 

 

 

 

 

  Cyrus Taraporevala

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

16,093          

 

 

 

 

  

 

 

 

 

1,374,448

 

 

 

 

 

  Michael W. Bell

 

  

 

 

 

 

0          

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

31,926          

 

 

 

 

  

 

 

 

 

2,615,059

 

 

 

 

(1)

SAR awards exercisedMr. Carp is 100% vested in 2017.both hisESRP-DC DSAs and the dividends earned on hisESRP-DC DSAs. In 2019, Mr. Carp was awarded 2,748ESRP-DC DSA shares and earned 293 dividend shares on hisESRP-DC DSAs.

(2)

The value realized on exercise of SAR awardsvesting is based on the intrinsic(“in-the-money”) value of the SAR awards exercised based on the closing share price of our common stock on the relevant exercise date.

(3)

Includes DSAs, performance-based RSUs and ESRP dividend shares which vested in 2017, as follows:

Stock awards that vested in 2017 as follows: Mr. Hooley: 116,611; Mr. O’Hanley: 16,191; Mr. Erickson: 5,206; Mr. Taraporevala: 16,093; and Mr. Bell: 31,926.

Mr. Hooley is 100% vested in his ESRP awards. During 2017, his ESRP awards earned fully-vested dividend shares which were attached to his outstanding ESRP awards as of each dividend payment. In 2017, Mr. Hooley earned 365 ESRP dividend shares.

(4)

The value realized on vesting for DSAs, performance-based RSUs and dividend shares (from ESRP) is based on the closing share price of our common stockNYSE on the relevant vesting or dividend payment date.

STATE STREET CORPORATION    55


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

20172019 Pension Benefits(1)

 

Name Plan Name 

Number of Years
Credited Service(2)

(#)

   Present Value of  
  Accumulated  
  Benefit(3)  
   Plan Name  Number of
Years
Credited
Service(2)
(#)
   Present Value of
Accumulated
Benefit(3)
($)
 

(a)

 

(b)

 

 

(c)

 

 

  (d)  

 

   (b)  (c)   (d) 

Joseph L. Hooley

 

 

Retirement Plan

 

 

 

14

 

 

 

$

 

 

     243,470

 

 

 

 

Jeffrey N. Carp

  Retirement Plan   1   $16,875 
 

 

MSRP (Management Supplemental Retirement Plan)

 

 

 

14

 

 

 

 

 

 

1,056,130

 

 

 

 

 

 

ESRP (Executive Supplemental Retirement Plan)

 

 

 

31

 

 

 

 

 

 

23,595,265

 

 

 

 

  MSRP (Management Supplemental Retirement Plan)   1    11,692 
   

 

 
 

 

Total

 

 

 

 

 

 

24,894,865

 

 

 

 

  ESRP-DB (Executive Supplemental Retirement Plan)   12    8,775,302 
  Total      8,803,869 

 

(1)

Mr. HooleyCarp is the only NEO eligible to participate in our defined benefit pension plans since the other NEOs were either hired or appointed to an eligible role after January 1, 2008.December 31, 2007.

(2)

State Street Retirement Plan (Retirement Plan) and MSRP service is credited from the first anniversary of date of hire, but the plans are frozen with benefits ceasing to accrue for Mr. HooleyCarp on December 31, 2010. ESRP2007.ESRP-DB service is credited from date of hire. For Mr. Hooley’s ESRP benefit, prior service for nine yearsCarp was provided with a State Street joint venture counts as credited serviceESRP-DB transition benefits that continued until December 31, 2013, with State Street. The Committee does not consider this creditindexing credits until December 31, 2017, and his benefits are subject to represent extra years of service since it covers service with an affiliated company.standard reduction factors.

(3)

Actuarial assumptions for the year ended December 31, 2017,2019, include the following:

 

benefit obligations are determined using a discount rate of 3.56%3.13% for the Retirement Plan, 3.27%2.84% for MSRP and 3.07%2.75% for ESRPESRP-DB as of December 31, 20172019

 

retirement age assumed to be Normal Retirement Agenormal retirement age as defined by each plan

 

nopre-retirement mortality, disability or termination assumed

 

Consistent with valuation assumptions, the form of payment reflected in this December 31, 20172019 disclosure is 85% lump sum or installment payment and 15% annuity for the Retirement Plan and 100% three-year installment for the MSRP and ESRP.ESRP-DB.

State Street maintains

State Street Corporation

59


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

The Retirement Plan, a qualified defined benefit plan, referredwas open to as the Retirement Plan. The Retirement Plan has beenall State Street employees after one year of service until new participation ended and it was frozen to new accruals since January 1, 2008 (or as of January 1, 2011 for Mr. Hooley who met a specified combination of age and completed years of service). Prior to 1990, the Retirement Plan was a final average pay plan.2008. Since January 1, 1990, the Retirement Plan has determined benefits using a cash balance formula. Under this formula, a notional account was established for each eligible participant whichwas increased annually by both interest credits and pay credits. Interest credits are made at a specified rate and pay credits were based upon a percentage of the participant’s pay for each applicable calendar yearsyear until the plan was frozen effective January 1, 2008 (as of January 1, 2011 for Mr. Hooley, as noted above).2008. The pay credit percentages were 4.0% for the first year of participation increasing to 11.25% for the thirtieth year and zero thereafter. Eligible pay included a participant’s salary, overtime, cashcash-based incentive compensation and commissions.

In general, until August 31, 2003, the Retirement Plan provided that eligible participants who were continuously employed since December 31, 1989 and who retired after reachingThe normal retirement age 55 would receive the greater of their cash balance account or the annual benefit derived from the “grandfathered” final average pay formula. For a participant with 30 or more years of service, the grandfathered formula would result in a benefit of 50% of final average pay (counting base salary only) minus 50% of the estimated Social Security benefit. For periods of service of less than 30 years, the benefit is reduced on a pro rata basis by year. The grandfathered portion of this “better of” treatment was frozen effective August 31, 2003 by ceasing future accruals under this formula based on a participant’s eligible average pay earned and benefit service completed after August 31, 2003. Years of service completed after that date continue to be counted, however, for purposes of determining early retirement reduction factors.

The Normal Retirement Age under the Retirement Plan is 65, although earlier retirement options are available. The Retirement Plan has a three-year vesting provision and participants who are vestedprovision. Participants are entitled to receive their vested account balances or equivalent annuities if they cease to be employed before retirement.any time following termination of employment up through normal retirement age.

To comply with federal tax rules, the Retirement Plan limits the benefit that a participant may receive and the amount of compensation that may be taken into account for any participant in any year. Consequently, State Street has maintained a supplemental retirement plan, the Management Supplemental Retirement Plan, referred to as the MSRP, that was designed to provide affected employees the benefits that would be payable under the Retirement Plan but for the limitations imposed by the Internal Revenue Code. The MSRP has beenwas frozen in the same manner as described above for the Retirement Plan.

State Street also maintains the Executive Supplemental Retirement Plan, referred to as the ESRP, to providewhich provided officers at the executive vice presidentExecutive Vice President level or higher with competitiveadditional retirement benefits andto encourage their continued employment. The ESRP provides two separate benefit components: theESRP-DB, which was substantially frozen effective January 1, 2008 and completely frozen as of December 31, 2017, and a defined contribution component(ESRP-DC), which was frozen effective January 1, 2017 with the exception of Mr. Carp whoseESRP-DC benefit continues based upon the terms of his employment agreement. For additional details about theESRP-DC, refer to the “2019 Nonqualified Deferred Compensation” table below. Officers becomebecame eligible to participate in the ESRPESRP-DB upon their appointment to an eligible position. During 2017, Messrs. Hooley, Erickson and Bell participated inAs of December 31, 2019, only Mr. Carp was credited with benefits under the ESRP, although, as described below Messrs. Erickson and Bell were only eligible to participate in the defined contribution portion of the ESRP.

The ESRP provides two separate benefit components: a traditional defined benefit component, which was frozen effective January 1, 2008, and a defined contribution component, which was frozen effective January 1, 2017.ESRP-DB. In general, the defined

56    STATE STREET CORPORATIONESRP-DB


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

benefit component of the ESRP (when expressed as a life annuity commencing at age 65) accruesaccrued at the annual rate of 2.5% of eligible earnings (generally base salary plus incentive compensation earned under the SEAIP)compensation), up to a maximum of 50% of eligible earnings. This formula benefit is offset by pension benefits from State Street or other sources, including a former employer, but excluding Social Security. For participants who retire early, the defined benefit component is generally reduced by a factor of 3% for each year under the age of 65 (the “standard reduction factors”), except that any participants who on January 1, 2005 were at least age 55 and had completed at least 10 years of service are subject instead to a monthly early retirement reduction of their formula benefit aggregating to 1% per year between age 60 and 65 and to 2.5% per year between ages 55 and 60 (the“pre-2005 reduction factors”), with the offset for other plan benefits reduced by the applicable factors under those plans.65. If a participant becomes disabled or dies before retirement eligibility, the ESRPESRP-DB pays a disability benefit equal to the participant’s accrued defined benefit component including offsets, reduced for early retirement age and multiplied by a percentage determined by dividing the sum of the participant’s age and years of service by 85, and85. If a participant dies before retirement eligibility, theESRP-DB pays a death benefit equal toone-half of the benefit calculated inunder the same manner.

For certain participants,disability provision. If a participant dies after becoming retirement eligible, the ESRP also contains special defined benefit provisions that may apply in lieu of or in additionparticipant’s beneficiary will be entitled to the general defined benefit provisions. In Mr. Hooley’s case,a lump sum equal to the actuarial equivalent of 50% of the accruedESRP-DB benefit amount otherwise payable to the participant as of the date of death, further providing full vesting. In the event of an eligible disability following retirement eligibility, theESRP-DB pays a hypothetical account balance that is periodically adjusted for interestdisability benefit equal to the participant’s otherwise payable accrued benefit as of the date of the eligible disability, actuarially converted to three equal installments. The first installment would be payable by the later of the end of the year or the fifteenth day of the third month coinciding with or following the eligible disability date. The second and third installments would be payable on the same basis asfirst and second anniversaries of the cash balance accounts under State Street’stax-qualified defined benefit plan is added to the benefit determined from the defined benefit formula under the ESRP. No offsets apply to this formula benefit. As of 2017, the balance of this hypothetical account was $1,184,310. In addition, Mr. Hooley is credited with nine additional years of service under the plan for his service at a State Street joint venture and at State Street prior to the joint venture service. These special defined benefit provisions were implemented in accordance with a 2005 amendment to the plan specifically addressing the unique circumstances of Mr. Hooley’s service.first installment, assuming continued disability eligibility.

Effective January 1, 2008, the ESRPESRP-DB was amended to freeze the defined benefit component.substantially frozen. However, theseESRP-DB benefits continued to receive a 3% index each year as acost-of-living adjustment through December 31, 2017.

The amended plan includesESRP-DB requires a transition that continued the defined benefit component for certain executives who had attained age 50 and had served as an executive vice president forparticipant to attain at least 5 years as of December 31, 2007. Mr. Hooley was provided with transition benefits which continued the defined benefit component until January 1, 2010, and his benefits are subject to the standard reduction factors. Other NEOs are ineligible to participate in the defined benefit portion of the ESRP since they were hired or appointed to an eligible position after December 31, 2007.

The defined contribution component of the ESRP was added to the plan effective January 1, 2008 and frozen effective January 1, 2017. This component of the ESRP generally provides that each of the named executive officers will receive, each year that they remain employed by State Street, an annual defined contribution credit to a book-keeping account in the amount of $200,000. Amounts credited to the account may be allocated by the executive among available notional investment options. Each of the NEOs (except Mr. Taraporevala) was also eligible to receive an additional $200,000 grant of DSAs under State Street’s equity incentive plan for each applicable year.

All defined contribution benefits under the ESRP are subject to retirement eligibility and vesting. Participants are eligible to receive one-third of their defined contribution ESRP benefit if they have attained age 53 and have a combined age and service of at least 60 (“Ruleat termination of 60”); vesting increases toemployment; otherwise, thetwo-thirdsESRP-DB on the first birthday following initial vesting and to full vesting on the second birthday following initial vesting. Defined contribution benefits under the ESRP are subject to forfeitureforfeited, except in the event a participant’s employment terminates for any reason other thanof death or disability prior toa disability.ESRP-DB benefits vest in three stages:one-third at age 53;two-thirds at age 54; and full vesting at any time. Effective August 1, 2012, for executives hired or rehired on or after that date, a minimum service requirement of five years was added to the definition of the “Rule of 60” in determining early retirement eligibility.

age 55. Vested participants who terminate their employment will receive their defined contribution benefit from the ESRPESRP-DB benefits are payable in three equal installments with payments on the first day of the month coinciding with or following each of thesix-month,one-year andtwo-year anniversaries of theirthe participant’s termination of employment. In addition,However, outstanding benefits terminateare forfeited if the participant engages in certain competitive activities withintwo-years two years of termination of employment.

The Compensation Committee approved amendments Further,ESRP-DB benefits are subject to forfeiture if the ESRPparticipant is terminated for the 2015 and 2016 compensation years that servedcertain willful failures to eliminate the generally applicable annual defined contribution credits and DSAsperform job duties, or for those years. Effective January 1, 2017, the ESRP was amended to freeze the defined contribution component to all future accruals. Account balances as of January 1, 2017 will remain in place until distributed per the terms of the plan.certain willful illegal conduct or gross misconduct.

Based on age and service to State Street as of December 31, 2019, Mr. HooleyCarp is eligible forfully vested underESRP-DB early retirement terms resulting in a lump sum value of $8,465,379 if he had retired on December 31, 2019. Mr. Carp is also fully vested under the Retirement Plan and related supplemental plans. Since Messrs. Aboaf, O’Hanley, Taraporevala and Bell were hired at State Street after December 31, 2007, they doearly retirement terms of

 

STATE STREET CORPORATION    57

State Street Corporation

60


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

not participate in the Retirement Plan theand MSRP or the defined benefit portionresulting in lump sum values of the ESRP. Further, Messrs. Aboaf, O’Hanley$16,163 and Taraporevala did not receive any contributions$11,300, respectively if he retired on December 31, 2019. Mr. Carp would also be eligible for these benefits under the defined contribution portion of the ESRP. Mr. Bell forfeited his ESRP defined contribution account balance as he was not retirement eligible and not vested in his ESRP when he left State Street in March 2017. Mr. Erickson was not a US employee prior to the defined benefit plans closing and therefore, does not participate in the Retirement Plan, or the MSRP. Mr. Erickson is a participantMSRP andESRP-DB in the defined contribution portionevent of the ESRP; however, he is not early retirement eligible and does not meet the eligibility requirements to participate in the defined benefit portiondeath or if disabled as of the ESRP.December 31, 2019.

Under the benefit formula described above, Mr. Hooley would have received the following benefits if he had retired at the end of 2017:2019 Nonqualified Deferred Compensation

 

Name(1)  Retirement
Plan
   MSRP     ESRP Defined
Benefit(2)
     ESRP
Defined
Contribution(3)
     Total Entitled
Benefit
   Executive
Contributions in
Last FY(1)
($)
   Registrant
Contributions in
Last FY(2)
($)
   Aggregate
Earnings in Last
FY
($)
   Aggregate
Withdrawals/
Distributions(3)
($)
 Aggregate
Balance at Last
FYE(4)
($)
 

Joseph L. Hooley

  $

 

224,116

 

 

 

  $

 

974,221

 

 

 

    $

 

26,542,467

 

 

 

    $

 

3,338,007

 

 

 

    $

 

31,078,811  

 

 

 

(a)  (b)   (c)   (d)   (e) (f) 

Ronald P. O’Hanley

  $   $   $813   $  $36,316 

Eric W. Aboaf

   14,000    11,000    9,661      64,960 

Francisco Aristeguieta

                   

Jeffrey N. Carp

   103,217    411,054    1,038,044    (10,159 5,194,337 

Andrew J. Erickson

           84,914      354,766 

(1)

The defined benefit amounts provided in this table reflect early retirement factors and are different thanEmployee deferrals under the amounts included in the 2017 Pension Benefits Table, which are calculated as of Mr. Hooley’s unreduced normal retirement age and discounted to the end of 2017.Management Supplemental Savings Plan (MSSP).

(2)

Mr. Hooley’s ESRP defined benefit includes his ESRP hypothetical account balance of $1,184,310.

(3)

The ESRP defined contribution annual cash credits and DSAs were reduced to zero for 2017 and all subsequent compensation plan years for Mr. Hooley.

2017 Nonqualified Deferred Compensation

  Name  

Executive
Contributions
in Last FY(1)

($)

  

Registrant
Contributions
in Last FY(2)

($)

  

Aggregate
Earnings in
Last FY

($)

  

Aggregate
Withdrawals/
Distributions(3)

($)

  

Aggregate
Balance at
Last FYE(4)

($)

  (a)  (b)  (c)  (d)  (e)  (f)

 

  Joseph L. Hooley(5)

 

   

 

 

 

 

$20,000

 

 

 

 

   

 

 

 

 

$11,500

 

 

 

 

   

 

 

 

 

$778,090

 

 

 

 

   

 

 

 

 

$—  

 

 

 

 

   

 

 

 

 

$4,397,673

 

 

 

 

 

  Eric W. Aboaf

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

—  

 

 

 

 

  Ronald P. O’Hanley

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

 

  Andrew Erickson

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

50,522

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

282,405

 

 

 

 

  Cyrus Taraporevala

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

   

 

 

 

 

—  

 

 

 

 

 

  Michael W. Bell

 

   

 

 

 

 

1,643

 

 

 

   

 

 

 

 

1,643

 

 

 

   

 

 

 

 

26,186

 

 

 

   

 

 

 

 

300,497

 

 

 

   

 

 

 

 

—  

 

 

 

(1)

Includes employee defined contribution plan amounts forEmployer matching contributions made under the MSSP for Messrs. HooleyAboaf and Bell.

(2)

Includes employer defined contribution plan amountsCarp andESRP-DC contributions in 2019 for the MSSP.2018 plan year for Mr. Carp. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table.Table above. Does not include $400,023 inESRP-DC employer contributions for the 2019 plan year that were awarded in February 2020.

(3)

Mr. Bell’s aggregate withdrawals/distributions include a forfeitureEmployer adjustment for tax withholding obligations on the portion of his ESRP in the amount of $192,775 in accordance with the ESRP terms. Mr. Bell was not retirement eligible and notESRP-DC that vested in the ESRP when he left State Street in March 2017, forfeiting his ESRP balance. Mr. Bell withdrew his MSSP balance of $107,722 after he left State Street in accordance with the MSSP distribution terms.during 2019.

(4)

Includes each NEO’s outstanding combined MSSP andESRP-DC plan balances. Of the total amounts shown in this column, which are further broken out by plan in the following amountstable below, MSSP employer contributions of $11,250 for Mr. O’Hanley, $22,250 for Mr. Aboaf and $22,750 for Mr. Carp andESRP-DC employer contributions of $1,000,130 for Mr. Carp have been reported as “All Other Compensation” in the Summary Compensation Table on page 49 in this proxy statement and in prior years’ proxy statements: Mr. Hooley: $904,000; Mr. Aboaf: $0; Mr. O’Hanley: $0; Mr. Erickson: $0; Mr. Taraporevala: $0; and Mr. Bell: $237,143 which was forfeited or withdrawn in 2017.statements.

Defined Contribution Aggregate Balances as of December 31, 2019

    Aggregate Balance at Last FYE 
Name  MSSP   ESRP-DC(A)   Total 

Ronald P. O’Hanley

  $36,316   $   $36,316 

Eric W. Aboaf

   64,960        64,960 

Francisco Aristeguieta

            

Jeffrey N. Carp

   2,778,362    2,415,975    5,194,337 

Andrew J. Erickson

       354,766    354,766 

(5)(A)

Not included in this tableESRP-DC for Mr. HooleyCarp includes $1,596,562 in deferred cash and 10,359 shares of State Street common stock with a total value of $819,413 based on the closing price of our common stock on the NYSE on December 31, 2019 ($79.10).ESRP-DC balance for Mr. Erickson is a full account distributioncomprised of approximately $2.9 million on June 22, 2017 of his Boston Financial Data Services, Inc. (BFDS) deferred compensation plan. Mr. Hooley’s participation in the BFDS deferred compensation plan resulted from his previously disclosed employment at BFDS, which ended in 2000. The BFDS transaction is discussed above under the “Related Party Transactions” section of this proxy statement.cash only.

State Street maintains the MSSP for designated highly compensated, or managerial employees, which includes the NEOs, excluding Mr.Messrs. Aristeguieta and Erickson, who is aare on the Hong Kong-based employeeKong payroll and isare not eligible for the MSSP. The MSSP provides eligible employees with savings and Company matching contribution opportunities beyond the Internal Revenue Code limits imposed under the SSP.tax qualified Salary Savings Program (SSP). Under the MSSP, eligible employees may elect, prior to the beginning of a year, to defer (a) from 1% to 50% of base salary for the year, and/or (b) a percentage, from 5% to 100% of otherwise immediately payable annual cash bonuscash-based incentives (net of FICA withholding), excluding any amount subject to automatic deferral..

Like the SSP, the MSSP provides a 5% employer matching contribution. For 2017,

State Street Corporation

61


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

State Street matched all deferrals made under the MSSP for 20172019 up to a maximum of 5% of a participant’s MSSP match-eligible compensation, which is defined ascomprising the lesser of (i) base salary plus immediately payable annual cashcash-based incentive compensation or (ii) $500,000, in either case reduced by the applicable Internal Revenue Code cap on annual compensation ($270,000280,000 in 2017)2019).

58    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

A book-keeping account is maintainedMSSP participants have several time and form of payment options for each participant reflecting deferrals, matching credits and increases or decreases based on the performance of notional investments selected by the employee, or on a default notional investment if the employee does not make a selection. A participanttheir deferrals. They may change notional investments daily. The notional investments available for 2017 and the rate of return for the year were as set forth below.

  Notional Investment(1)Rate of Return  

  MSSP and ESRP Investments

      SSGA U.S. Bond Index Fund

0.01%  

      Vanguard Prime Money Market Fund

1.09%  

      SSGA International Index Fund

19.51%  

      SSGA S&P 500 Index Fund

18.58%  

      State Street Corporation ESOP Stock Fund

39.26%  

(1)

Non-US notional funds were added as investment options for the defined contribution ESRP effective June 1, 2015.Non-US notional funds and rates of return were not provided for thenon-US investment options because they have not been selected by our NEO participants.

Participants elect to receive either or both of their base salary or immediate cash incentive compensation deferrals from the MSSP in a lump sum payment either (i) on the first business day of the month following thesix-month anniversary of the participant’s termination of employment, or (ii) aton a specified date not earlier thanthat falls at least three years from the election date.date; if however, termination of employment occurs before the specified date, the lump sum is paid pursuant to (i) above. Participants may also elect to receive deferrals in installments over two to ten years commencing on thesix-month anniversary of the participantsparticipant’s termination of employment. Distributions are subject to certain acceleration rules. Participants may change distribution elections consistent with limitations set forth in the planMSSP and tax rules applicable to nonqualified deferred compensation. Matching and historical performance-based credits are automatically paid in a lump sum on the first day of the month following thesix-month anniversary of the employee’sparticipant’s termination of employment. A participant’s account is payable in a lump sum upon the participant’s death.death or disability. A participant who experiences a severe and unanticipated financial need may request a withdrawal of amounts deferred under the plan subject to certain restrictions.

The MSSPESRP-DC, which was amended duringgenerally frozen effective January 1, 2017, provided an annual $200,000 of deferred cash to eligible participants and an additional $200,000 grant of DSAs that receive dividends to Management Committee members, delivered through State Street’s equity incentive plan for each applicable year. With the exception of Mr. Carp, no defined contribution credits (neither deferred cash or DSAs) were made for the 2015 and 2016 in order to modify the definition of “eligible compensation” used in determining plan eligibility. The definition of “eligible compensation” now includes incentive pay contemplated under a corporate transaction that occurred during the same year. Additionally, the plan was amended during 2016 and 2017 to add State Street Global Advisors Trust Company (SSGATC) and State Street Global Markets, LLC (SSGM) as participating employers, respectively.

Amounts relatedcompensation years to the NEOs. Prior to the 2015 compensation year, Mr. Erickson receivedESRP-DC deferred cash awards. Based upon Mr. Carp’s employment agreement, he has received annual defined contribution component of the ESRP, which is describedcredits in the narrative accompanyingamount of $200,000 and additional $200,000 ESRP DSA grants, rounded up to the “2017 Pension Benefits” table, are included in the figures above in the tablenearest whole share, under the narrative of the “2017 Pension Benefits” section. The notional investment options availableState Street’s equity incentive plan for theplan years 2014, 2016, 2017, 2018 and 2019 and for plan year 2015 Mr. Carp received his annual defined contribution ESRP are the same as the notional investment options listed above for the MSSP, with the addition of sixnon-US notional funds.

Definedcredits all in deferred cash. Refer to “Defined Contribution Aggregate Balances as of December 31, 2017 (Fiscal Year End, FYE)2019” table footnote 4 above for theESRP-DC aggregate balances and footnote (A) for the balance of DSAs attributable to theESRP-DC.

AllESRP-DC benefits are subject to retirement eligibility and vesting. TheESRP-DC requires a participant to attain age 53 and have a combined age and service of at least 60 at termination of employment; otherwise, theESRP-DC benefits are forfeited, except in the event of death or a disability.ESRP-DC benefits vest in three stages:one-third at age 53;two-thirds at age 54; and full vesting at age 55. VestedESRP-DC benefits are payable in three equal installments with payments on the first day of the month coinciding with or following each of thesix-month,one-year andtwo-year anniversaries of the participant’s termination of employment. However, outstandingESRP-DC benefits are forfeited if the participant engages in certain competitive activities withintwo-years of termination of employment. Further,ESRP-DC benefits are subject to forfeiture if the participant is terminated for certain willful failures to perform job duties, or for certain willful illegal conduct or gross misconduct.

Based on age and service to State Street as of December 31, 2019, Mr. Carp is eligible forESRP-DC early retirement and is fully vested. Mr. Carp would receive $2,815,975 under theESRP-DC if he had retired on December 31, 2019. Mr. Erickson is not vested in hisESRP-DC, based on age and service to State Street, as of December 31, 2019.

A book-keeping account is maintained for each participant in the MSSP and for each participant withESRP-DC deferred cash. MSSP andESRP-DC deferred cash holdings reflect increases or decreases based on the performance of notional investments selected by the participant. The U.S. notional investments available for 2019 and the rate of return for the year were as set forth below.

 

   Aggregate Balance at Last FYE 

 

  Name

 

  

 

MSSP ($)

 

   

 

ESRP ($)

 

   

 

Total ($)

 

 

 

  Joseph L. Hooley

 

  

 

 

 

 

$3,056,943

 

 

 

 

  

 

 

 

 

$1,340,730

 

 

 

 

  

 

 

 

 

$4,397,673

 

 

 

 

 

  Eric W. Aboaf

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

  Ronald P. O’Hanley

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

  Andrew Erickson

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

282,405

 

 

 

 

  

 

 

 

 

282,405

 

 

 

 

 

  Cyrus Taraporevala

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

 

 

—  

 

 

 

 

 

 

  Michael W. Bell

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

Notional Investment(1)Rate of Return

MSSP andESRP-DC Investments

SSGA U.S. Bond Index Fund

10.32

Vanguard Prime Money Market Fund

2.24

SSGA International Index Fund

22.41

SSGA S&P 500 Index Fund

31.47

State Street Corporation ESOP Stock Fund

29.64

 

(1)

Non-US notional funds and rates of return were not provided because these funds have not been selected by our NEO participants.

STATE STREET CORPORATION    59

State Street Corporation

62


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Potential Payments upon Termination or Change of Control as of December 31, 20172019

The tablesShown and described below showare certain potential payments that would have been made to an NEO if the NEO’s employment had terminated on December 31, 20172019 under various scenarios including a change of control. The tables do not include thebut excluding pension benefits or nonqualified deferred compensation that wouldmay be paid to an NEO which are set forthupon termination as described in the “Pension“2019 Pension Benefits” and “2017“2019 Nonqualified Deferred Compensation” tables above, exceptsections above. All U.S. severance payments due to the extent that the NEO is entitled to an additional benefitindividuals identified as “specified employees” following a resultseparation from service are delayed untilsix-months after separation in accordance with Section 409A of the termination.Internal Revenue Code.

Our NEOs do not receive any payments or continued vesting of deferred incentive awards if their employment is terminated for gross misconduct, and all deferred incentive awards are forfeited if an NEO voluntarily terminates employment prior to reaching age 55 and completing 5 years of service. Only Mr. Carp had satisfied this retirement provision as of December 31, 2019. In addition, all outstanding deferred incentive awards shown below remain subject to our recourse mechanisms described above under the heading “Compensation Discussion and Analysis—Other Elements of Compensation—Adjustment and Recourse Mechanisms.” The footnotestables below are intended only for illustrative purposes; the rights and benefits due to any executive upon an actual termination of employment or change of control can only be determined at the tables describetime of the assumptions usedpayment, based on circumstances then existing and the arrangements then in estimating the amounts shown in the tables.effect.

 

  Joseph L. Hooley Termination
for Gross
Misconduct
  Retirement(1)  Death  Disability  Involuntary
Termination
without
Cause(2)
  Termination in
Connection
with Change
of Control(3)
 

 

  Cash Severance Plan Benefits

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$  2,000,000

 

 

 

 

 

 

 

 

 

$10,000,000

 

 

(a)   

 

 

  Accelerated Vesting of Deferred Incentive Awards(4)

 

      

 

  Accelerated Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

24,958,682

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

24,958,682

 

 

(b)   

 

 

  Accelerated Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

19,161,429

 

 

(c)   

 

 

  Accelerated Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,204,936

 

 

 

 

 

 

 

 

 

2,204,936

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,204,936

 

 

(d)   

 

 

  Continued Vesting of Deferred Incentive Awards(4)

 

      

 

  Continued Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

24,958,682

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

24,958,682

 

 

 

 

 

 

 

 

 

24,958,682

 

 

 

 

 

 

 

 

 

—  

 

 

   

 

 

  Continued Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

19,161,429

 

 

 

 

 

 

 

 

 

19,161,429

 

 

 

 

 

 

 

 

 

19,161,429

 

 

 

 

 

 

 

 

 

19,161,429

 

 

 

 

 

 

 

 

 

—  

 

 

   

 

 

  Continued Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,204,936

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,204,936

 

 

 

 

 

 

 

 

 

—  

 

 

   

 

 

  Additional Benefits

 

      

 

  Current Year Immediate Cash Incentives(5)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

10,000,000

 

 

(e)   

 

 

  Pension Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

1,788,845

 

 

(f)   

 

 

  Unvested Pension Benefits(6)

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

  Continued Health & Welfare Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

50,916

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

33,402

 

 

 

 

 

 

 

 

 

33,402

 

 

 

 

 

  Outplacement

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

  Other Benefits

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

150,000

 

 

(g)   

 

 

  Total Value

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

46,375,963

 

 

 

 

 

 

 

 

 

46,325,047

 

 

 

 

 

 

 

 

 

46,325,047

 

 

 

 

 

 

 

 

 

48,358,449

 

 

 

 

 

 

 

 

 

68,322,294

 

 

 

 

Ronald P. O’Hanley Death(1)(3)  Disability(1)(4)  Involuntary
Termination without
Cause(1)(5)
  Termination in
Connection with
Change of Control(6)
 

Cash Severance

 $  $  $184,615  $6,224,000 
Accelerated Vesting of Deferred Incentive Awards    
Accelerated Vesting and Payment of DSAs  8,997,230         5,337,826 
Accelerated Vesting and Payment of Performance-based RSUs           9,808,018 
Accelerated Vesting and Payment of DVAs  3,513,685   3,513,685      3,513,685 
Continued Vesting of Deferred Incentive Awards    
Continued Vesting and Payment of DSAs     8,997,230   8,997,230    
Continued Vesting and Payment of Performance-based RSUs  5,529,486   5,529,486   5,529,486    
Continued Vesting and Payment of DVAs        3,513,685    
Additional Benefits    
Current Year Incentive Compensation        3,619,300   2,312,000 
Pension Benefit           55,600 
Health & Welfare Benefit  6,969      3,077   26,670 
Other Benefits  66,667          
Outplacement        40,000   40,000 
Total Value  18,114,037   18,040,401   21,887,393   27,317,799 

 

60    STATE STREET CORPORATION

State Street Corporation

63


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Eric W. Aboaf  Death(1)(3)   Disability(1)(4)   Involuntary
Termination without
Cause(1)(5)
   Termination in
Connection with
Change of Control(6)
 
Cash Severance  $   $   $161,538   $4,528,000 
Accelerated Vesting of Deferred Incentive Awards        
Accelerated Vesting and Payment of DSAs   3,424,397            2,280,058 
Accelerated Vesting and Payment of Performance-based RSUs               6,150,995 
Accelerated Vesting and Payment of DVAs   1,848,762    1,848,762        1,848,762 
Continued Vesting of Deferred Incentive Awards        
Continued Vesting and Payment of DSAs       3,424,397    3,424,397     
Continued Vesting and Payment of Performance-based RSUs   4,533,696    4,533,696    4,533,696     
Continued Vesting and Payment of DVAs           1,848,762     
Additional Benefits        
Current Year Incentive Compensation           2,074,000    1,564,000 
Pension Benefit               55,600 
Health & Welfare Benefit   13,403        3,414    29,587 
Other Benefits   58,333             
Outplacement           40,000    40,000 
Total Value   9,878,591    9,806,855    12,085,807    16,497,002 

 

Francisco Aristeguieta  Death(1)(3)   Disability(1)(4)   Involuntary
Termination without
Cause(1)(5)
   Termination in
Connection with
Change of Control(6)
 
Cash Severance  $   $   $162,462   $4,224,000 
Accelerated Vesting of Deferred Incentive Awards        
Accelerated Vesting and Payment of DSAs   10,257,055            10,257,055 
Accelerated Vesting and Payment of Performance-based RSUs               3,590,324 
Accelerated Vesting and Payment of DVAs                
Continued Vesting of Deferred Incentive Awards        
Continued Vesting and Payment of DSAs       10,257,055    10,257,055     
Continued Vesting and Payment of Performance-based RSUs   3,378,519    3,378,519    3,378,519     
Continued Vesting and Payment of DVAs                
Additional Benefits        
Current Year Incentive Compensation           6,800,000    1,408,000 
Pension Benefit                
Health & Welfare Benefit   12,124        2,964    25,690 
Other Benefits   58,667             
Outplacement           40,000    40,000 
Total Value   13,706,365    13,635,574    20,641,000    19,545,069 

 

  Eric W. Aboaf Termination
for Gross
Misconduct
  Retirement(1)  Death  Disability  Involuntary
Termination
without
Cause(2)
  Termination in
Connection
with Change
of Control(3)
 

 

  Cash Severance Plan Benefits

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$             —  

 

 

 

 

 

 

 

 

 

$  753,846

 

 

 

 

 

 

 

 

 

$10,000,000

 

 

(a)   

 

 

  Accelerated Vesting of Deferred Incentive Awards(4)

 

      

 

  Accelerated Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,506,137

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,506,137

 

 

(b)   

 

 

  Accelerated Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,023,372

 

 

(c)   

 

  Accelerated Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

(d)   

 

 

  Continued Vesting of Deferred Incentive Awards(4)

 

      

 

  Continued Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,506,137

 

 

 

 

 

 

 

 

 

2,506,137

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,023,372

 

 

 

 

 

 

 

 

 

3,023,372

 

 

 

 

 

 

 

 

 

3,023,372

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Additional Benefits

 

      

 

  Current Year Immediate Cash Incentives(5)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

5,000,000

 

 

(e)   

 

 

  Pension Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,692

 

 

(f)   

 

 

  Unvested Pension Benefits(6)

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

  Continued Health & Welfare Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

13,377

 

 

 

 

 

 

 

 

 

29,221

 

 

 

 

 

  Outplacement

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

  Other Benefits

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

50,000

 

 

(g)   

 

 

  Total Value

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

5,529,509

 

 

 

 

 

 

 

 

 

5,529,509

 

 

 

 

 

 

 

 

 

6,296,732

 

 

 

 

 

 

 

 

 

20,636,422

 

 

 

 

STATE STREET CORPORATION    61

State Street Corporation

64


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Jeffrey N. Carp  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  $   $   $   $487,500   $4,183,200 
Accelerated Vesting of Deferred Incentive Awards          
Accelerated Vesting and Payment of DSAs       5,573,228            3,156,644 
Accelerated Vesting and Payment of Performance-based RSUs                   5,927,595 
Accelerated Vesting and Payment of DVAs       2,420,269    2,420,269        2,420,269 
Continued Vesting of Deferred Incentive Awards          
Continued Vesting and Payment of DSAs   5,573,228        5,573,228    5,573,228     
Continued Vesting and Payment of Performance-based RSUs   3,131,015    3,131,015    3,131,015    3,131,015     
Continued Vesting and Payment of DVAs   2,420,269            2,420,269     
Additional Benefits          
Current Year Incentive Compensation               1,910,800    1,441,600 
Pension Benefit                   1,372,055 
Health & Welfare Benefit       11,706        12,097    32,258 
Other Benefits       54,167             
Outplacement               40,000    40,000 
Total Value   11,124,512    11,190,385    11,124,512    13,574,909    18,573,621 

 

Andrew J. Erickson  Death(1)(3)   Disability(1)(4)   Involuntary
Termination without
Cause(1)(5)
   Termination in
Connection with
Change of Control(6)
 
Cash Severance  $   $   $500,480   $3,181,522 
Accelerated Vesting of Deferred Incentive Awards        
Accelerated Vesting and Payment of DSAs   2,855,115            1,867,788 
Accelerated Vesting and Payment of Performance-based RSUs               7,264,303 
Accelerated Vesting and Payment of DVAs   1,324,108    1,324,108        1,324,108 
Continued Vesting of Deferred Incentive Awards        
Continued Vesting and Payment of DSAs       2,855,115    2,855,115     
Continued Vesting and Payment of Performance-based RSUs   5,673,289    5,673,289    5,673,289     
Continued Vesting and Payment of DVAs           1,324,108     
Additional Benefits        
Current Year Incentive Compensation           1,686,933    1,090,281 
Pension Benefit                
Unvested Pension Benefits               354,766 
Health & Welfare Benefit   15,148            30,296 
Other Benefits   3,253,278    3,209,432    3,208,565    3,250,531 
Outplacement           15,000    40,000 

Total Value

   13,120,938    13,061,944    15,263,490    18,403,595 

 

  Ronald P. O’Hanley Termination
for Gross
Misconduct
  Retirement(1)  Death  Disability  Involuntary
Termination
without
Cause(2)
  Termination in
Connection
with Change
of Control(3)
 

 

  Cash Severance Plan Benefits

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$  923,077

 

 

 

 

 

 

 

 

 

$10,000,000

 

 

(a)   

 

 

  Accelerated Vesting of Deferred Incentive Awards(4)

 

      

 

  Accelerated Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

6,839,142

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

6,839,142

 

 

(b)   

 

 

  Accelerated Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

10,155,540

 

 

(c)   

 

 

  Accelerated Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,538,272

 

 

 

 

 

 

 

 

 

2,538,272

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,538,272

 

 

(d)   

 

 

  Continued Vesting of Deferred Incentive Awards(4)

 

      

 

  Continued Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

6,839,142

 

 

��

 

 

 

 

 

 

6,839,142

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

10,155,540

 

 

 

 

 

 

 

 

 

10,155,540

 

 

 

 

 

 

 

 

 

10,155,540

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

2,538,272

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Additional Benefits

 

      

 

  Current Year Immediate Cash Incentives(5)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

8,500,000

 

 

(e)   

 

 

  Pension Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

27,000

 

 

(f)   

 

 

  Unvested Pension Benefits(6)

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

  Continued Health & Welfare Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

16,324

 

 

 

 

 

 

 

 

 

24,842

 

 

 

 

 

  Outplacement

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

  Other Benefits

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

150,000

 

 

(g)   

 

 

  Total Value

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

19,532,954

 

 

 

 

 

 

 

 

 

19,532,954

 

 

 

 

 

 

 

 

 

20,472,355

 

 

 

 

 

 

 

 

 

38,259,796

 

 

 

 

62    STATE STREET CORPORATION

State Street Corporation

65


   Executive Compensation(continued)

 

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

  Andrew Erickson Termination
for Gross
Misconduct
  Retirement(1)  Death  Disability  Involuntary
Termination
without
Cause(2)
  Termination in
Connection
with Change
of Control(3)(h)
 

 

  Cash Severance Plan Benefits

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$  893,078

 

 

 

 

 

 

 

 

 

$6,893,580

 

 

(a)   

 

 

  Accelerated Vesting of Deferred
Incentive Awards
(4)

 

      

 

  Accelerated Vesting and Payment of
Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

1,319,394

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

1,319,394

 

 

(b)   

 

 

  Accelerated Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

5,559,475

 

 

(c)   

 

 

  Accelerated Vesting and Payment of
Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

696,401

 

 

 

 

 

 

 

 

 

696,401

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

696,401

 

 

(d)   

 

 

  Continued Vesting of Deferred Incentive Awards(4)

 

      

 

  Continued Vesting and Payment of
Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

1,319,394

 

 

 

 

 

 

 

 

 

1,319,394

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

��

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

5,559,475

 

 

 

 

 

 

 

 

 

5,559,475

 

 

 

 

 

 

 

 

 

5,559,475

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of
Deferred Value Awards (DVAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

696,401

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Additional Benefits

 

      

 

  Current Year Immediate Cash Incentives(5)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,000,000

 

 

(e)   

 

 

  Pension Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

(f)   

 

 

  Unvested Pension Benefits(6)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

282,405

 

 

 

 

 

 

 

 

 

282,405

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

282,405

 

 

 

 

 

  Continued Health & Welfare Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

29,221

 

 

 

 

 

 

 

 

 

26,295

 

 

 

 

 

  Outplacement

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

  

 

 

—  

 

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

  Other Benefits

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

50,000

 

 

(g)   

 

 

  Total Value

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

7,857,675

 

 

 

 

 

 

 

 

 

7,857,675

 

 

 

 

 

 

 

 

 

8,497,569

 

 

 

 

 

 

 

 

 

17,852,550

 

 

 

 

STATE STREET CORPORATION    63


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

  Cyrus Taraporevala Termination
for Gross
Misconduct
  Retirement(1)   Death  Disability  

Involuntary

Termination
without
Cause(2)

  Termination in
Connection
with Change
of Control(3)(i)
 

 

  Cash Severance Plan Benefits

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$            —  

 

 

 

 

 

 

 

 

 

$          —  

 

 

 

 

 

 

 

 

 

$            —  

 

 

 

 

 

 

 

 

 

$  430,769

 

 

 

 

 

 

 

 

 

$  4,371,816

 

 

(a)   

 

 

  Accelerated Vesting of Deferred Incentive Awards(4)

 

      

 

  Accelerated Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,318,252

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,318,252

 

 

(b)   

 

 

  Accelerated Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

4,369,316

 

 

(c)   

 

 

  Accelerated Vesting and Payment of Deferred Cash (DVAs and SSGA LTIP)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,632,709

 

 

 

 

 

 

 

 

 

3,632,709

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,632,709

 

 

(d)   

 

 

  Continued Vesting of Deferred Incentive Awards(4)

 

      

 

  Continued Vesting and Payment of Deferred Stock Awards (DSAs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,318,252

 

 

 

 

 

 

 

 

 

3,318,252

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Performance-Based RSUs (RSUs)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

4,369,316

 

 

 

 

 

 

 

 

 

4,369,316

 

 

 

 

 

 

 

 

 

4,369,316

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Continued Vesting and Payment of Deferred Cash (DVAs and SSGA LTIP)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

3,632,709

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

  Additional Benefits

 

      

 

  Current Year Immediate Cash Incentives(5)

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

1,785,908

 

 

(e)   

 

 

  Pension Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

27,000

 

 

(f)   

 

 

  Unvested Pension Benefits(6)

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

  Continued Health & Welfare Benefit

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

9,772

 

 

 

 

 

 

 

 

 

18,147

 

 

 

 

 

  Outplacement

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

  Other Benefits

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

 

50,000

 

 

 

(g)   

 

 

 

  Total Value

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

11,320,277

 

 

 

 

 

 

 

 

 

11,320,277

 

 

 

 

 

 

 

 

 

11,760,818

 

 

 

 

  17,598,148 
(1)

EachThe DSAs, unearned performance-based RSUs and DVAs shown in the columns for Retirement, Death, Disability and Involuntary Termination without Cause are valued as follows:

DSAs: Represents the value of DSAs and 2017 performance-based RSUs (which were earned at 107.7% of target) based on the closing share price of our NEOs is also entitled to benefits payable upon retirement or other qualifying termination under State Street’s defined benefit pension planscommon stock on the NYSE on December 31, 2019 ($79.10).

Performance–based RSUs: Represents the estimated value of unearned performance-based RSUs granted in 2018 and nonqualified deferred compensation plans. These plans are described above under “2017 Pension Benefits”2019 based on Company ROE performance and “2017 Nonqualified Deferred Compensation.” All payments uponpre-tax margin performance, as applicable, through December 31, 2019 and performance at 100% of target for future years based on the separation from serviceclosing share price of “specified employees” withinour common stock on the meaning of Section 409ANYSE on December 31, 2019 ($79.10). The percent at which these awards will actually be earned will be determined at the end of the Internal Revenue Code arethree-year performance period.

DVAs: Represents the value of outstanding DVAs as of December 31, 2019.

All outstanding DSAs, performance-based RSUs and DVAs include post-termination restrictive covenants concerning:non-competition, for a period of 12 months for those subject to U.S. laws (Messrs. O’Hanley, Aboaf and Carp) and six months for those subject to Hong Kong laws (Messrs. Aristeguieta and Erickson);non-solicitation for a period of six months for those subject to U.S. laws (Messrs. O’Hanley, Aboaf and Carp); and ongoing obligations of confidentiality andnon-disparagement for all NEOs.

(2)

Retirement: For purposes of the deferred awards (DSAs, performance-based RSUs and DVAs), asix-month delay under the rules of Section 409A to the extent applicable. In addition, upon a qualifying retirement, all eligible employees, including our NEOs, may continue medical coverage until age 65 under State Street’s welfare benefit program. A qualifying retirement requires attainment of age 55 and completion of 5 years of service at State Street.

Deferred awards: Service-based restrictions lapse on outstanding DSAs, unearned performance-based RSUs with qualifying retirement provisions and participationoutstanding DVAs. These awards all continue to vest according to their original terms.

(3)

Death:

Deferred awards: Service-based restrictions lapse on outstanding DSAs, unearned performance-based RSUs and outstanding DVAs. The vesting of DSAs and DVAs accelerates upon death, while unearned performance-based RSUs continue to vest according to their original terms.

Health & welfare benefit: State Street will bear the full cost of health and welfare insurance for the NEO’s spouse/ domestic partner and/ or dependents for aone-year period if the NEO and family were participating in State Street’s medical planhealth and welfare plans at the time of retirement. As of December 31, 2017, Mr. Hooley is the only current NEO who met these conditions. Fixed cost sharing (health and welfare benefit) subsidies apply upon the qualifying retirements of employees who have attained age 47 and completion of 7 years of service as of December 31, 2007. Assuming a termination of employment as of December 31, 2017, Mr. Hooley is the only current NEO who would be eligible for fixed cost sharing subsidies.death.

(2)

Other benefits:State Street has apays salary continuation of one month’s base pay to the spouse/ domestic partner or the deceased NEO’s estate. Also includes estimated tax equalization payments to be made for awards granted to Mr. Erickson during his international assignment for which host country taxes are due and exceed his estimated home country taxes.

(4)

Termination due to Disability:

Deferred incentive awards: Service-based restrictions lapse on outstanding DSAs, unearned performance-based RSUs and outstanding DVAs. Vesting is accelerated for DVAs on disability while DSAs and performance-based RSUs continue to vest according to their original terms.

Other benefits: Estimated tax equalization payments to be made for awards granted to Mr. Erickson during his international assignment for which host country taxes are due and exceed his estimated home country taxes.

(5)

Involuntary Termination without Cause: Our NEOs are covered by State Street’s U.S. severance plan, that provideswith the exception of Mr. Erickson who is covered by the Hong Kong severance plan. The U.S. and Hong Kong severance plans provide benefits to all eligible employees upon specified involuntary separations from service due to an organizational change, such as a reduction in force. Employees are requiredBoth the U.S. and Hong Kong severance plans require 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, 2019. For these purposes, the severance amounts are not discounted for payment over time and health and welfare benefits are valued at 2019 rates.

Cash severance:The U.S. severance plan provides for ana cash payment amount of severance pay equal to a specified number of weeks of base salary up to a maximum, based on employment title. These severance benefits are subject to the employee’s compliance with specified restrictive covenants includingthat are determined at the time of separation, but typically includenon-solicitation for a period of six months following termination and an ongoing obligation of confidentiality andnon-solicitation.non-disparagement. For all eligible U.S. employees who hold an executive vice president or more seniorExecutive Vice President title, including our current NEOs, the plan provides for a severance period of 52 weeks (including atwo-week notice period) of base salary plus fourequal to three weeks of base salary per completed year of service up towith a minimum of 12 weeks of base pay and a maximum of 10452 weeks of base salary. In addition,The Hong Kong severance plan provides eligible employees with a severance period equal to one month of base pay per completed year of service with a maximum of 12 months of base salary.

Deferred incentive awards: Service-based restrictions lapse on outstanding DSAs, performance-based RSUs and DVAs. These awards all continue to vest according to their original terms.

Current year incentive compensation: Employees, including our NEOs, are also eligible to receive an additional lump sum cash severance payment equal to 50% of the employee’s prior year incentive compensation award for a termination occurring on December 31, 2019. As a result, with the exception of Mr. Aristeguieta, the tables above include an amount equal to 50% of the NEO’s prior year incentive compensation award, based on the assumed December 31, 2019 termination date. Current year incentive compensation for Mr. Aristeguieta reflects the 2019 incentive compensation in his offer of employment, based on the assumed December 31, 2019 termination date.

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Health & welfare benefit: 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 (subjectand with continued coverage after the severance period, paid in full by the employee, subject to timely enrollment in COBRA continuation coverage)COBRA. In Hong Kong, health and personalwelfare benefits end when the employee is terminated.

Other benefits: Estimated tax equalization payments to be made for awards granted to Mr. Erickson during his international assignment for which host country taxes are due and exceed his estimated home country taxes.

Outplacement: Personal outplacement services by a third-party provider. Amounts above assume a qualifying termination of employment on December 31, 2017. For these purposes, the severance amountsThe Hong Kong outplacement services are not discounted for payment over time and welfare benefits are valued at 2017 rates.limited in scope.

(3)(6)

Termination in Connection with Change of Control: Calculations assume a change of control occurred on December 31, 20172019 and a qualifying termination of employment entitling the executiveNEO to the specified benefits occurred on that date. The value of shares of common stock used in calculations is based on the closing price of State Street’s common stock on the NYSE on December 29, 2017, $97.61. Effective March 26, 2014, none of our NEOs are eligible to receive agross-up payment in connection with their change-of-control benefits.date (double–trigger mechanism). For a detailed description of payments and benefits under a termination in connection with change of control refer to the “Change of Control” section below.

 (a)

The amount would be paid asCash Severance: a lump sum but has been calculated without any present-value discount assuming thatpayment equal to two times the sum of base pay would continue at 2017 ratessalary and SEAIP bonuses would continue at 2017 target levels for Messrs. Hooley, Aboaf, O’Hanley, Ericksonthe prior year���s cash-based incentive (immediate cash and assumingDVAs), subject to a maximum of $10 million. For Mr. Aristeguieta, the prior year’s annual bonus including the adjustment factor on the deferred cash for Mr. Taraporevala.cash-based incentive is equal to 200% of his base salary. Severance is reduced in the event that reducing parachute payments to the 280G safe harbor level would result in a higherafter-tax payment. Assuming a change of control occurred on December 31, 2017, none of our NEOs would have2019, no NEO had a severance reduction upon a qualifying termination of employment.

(b)

Represents the value of DSAs and performance-based RSUs with known performance that were subject to service-based restrictions on December 31, 2017. These restrictions lapse upon a change of control.

64    STATE STREET CORPORATION


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

 

 (c)

RepresentDSAs: Service-based restrictions lapse on outstanding DSAs and vesting is accelerated. The value of DSAs is based on the closing share price of our common stock on the NYSE on December 31, 2019 ($79.10).

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

   i)

   Performance-based RSUs granted in 2016 and 2017 is based on actual Company ROE performance through December 31, 2017.for 2017 and 2018 and 100% of target for 2019.

 (d)   ii)

Represents the value   Performance-based RSUs granted in 2018 is based on actual Company ROE performance for 2018 and 100% of all deferred value awards that were subject to service-based restrictions on December 31, 2017. These restrictions lapse upon a change of control.target for 2019 and 2020.

 (e)   iii)

The accrued obligation   Performance-based RSUs granted in 2019 is equal to the target SEAIP bonus for Messrs. Hooley, Aboaf, O’Hanley, Ericksonbased on 100% of target.

Performance-based RSUs granted in 2017, 2018 and 2019 are valued using an “adjusted fair market value” ($80.36), 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, 2019.

DVAs: Service-based restrictions lapse on outstanding DVAs and thevesting is accelerated.

Current year incentive compensation: The prior year’s cashcash-based incentive award (immediate cash and deferred including the prior year’s adjustment factor of 5.16%) for Mr. Taraporevala to beDVA) paid to each executiveNEO in February 2018March 2019 for the 2017 year.2018 performance year, except for Mr. Aristeguieta who joined State Street in July 2019. Current year incentive compensation for Mr. Aristeguieta reflects 200% of his base salary.

 (f)

Pension benefit: A lump sum payment equal to two times State Street’s annual contributions to the defined contribution retirement plans applicable to the NEO. Mr. Carp also receives an additionalESRP-DB value for two years of aging captured in an early retirement subsidy.

Unvested pension benefit:The enhancement to any pension benefit otherwise owed to an executive would be paid as a lump sum. The final years for which defined benefit base paysum(ESRP-DB and target bonus applied was 2010 for Mr. Hooley.ESRP-DC).

 (g)

Represents the value of perquisites (based on eligibility, including items such as cost of carHealth & welfare benefit: Continued employee health and driver and residential security) that would continuewelfare benefits for two years upon a changeafter the date of control. Assumed $75,000 per year for Messrs. Hooley and O’Hanley, and $25,000 per year for Messrs. Aboaf, Erickson and Taraporevala.termination.

 (h)

Other benefits: Represents the estimated tax equalization payment to be made for awards granted to Mr. Erickson entered into achange-of-control agreement with the Company effective February 22, 2018. The table above reflects Mr. Erickson’schange-of-control benefit as ifduring hischange-of-control agreement was in effect on December 31, 2017. international assignment for which host country taxes are due and exceed his estimated home country taxes.

 (i)

Mr. Taraporevala had an Executive Vice President (EVP)change-of-controlOutplacement: agreement in place as of December 31, 2017. Mr. Taraporevala’s table above reflects the terms of his EVPchange-of-control agreement. The other NEOs havePersonal outplacement services by a Management Committee(MC) change-of-control agreement and their tables reflect the terms of the MCchange-of-control agreement. The only difference between the EVPchange-of-control agreement and the MCchange-of-control agreement is the calculation methodology for the annual bonus used in the annual bonus and severance calculations in a change of control. The annual bonus in the EVPchange-of-control agreement is the prior year’s cash incentive (immediate cash and DVA/SSGA LTIP including the adjustment factor). The annual bonus in the MCchange-of-control agreement is the target SEAIP bonus. Mr. Taraporevala was not part of the MC in February 2017 when the 2017 SEAIP targets were approved. A 2018 SEAIP target was approved for Mr. Taraporevala in February 2018 and he will receive an MCchange-of-control agreement in 2018.third-party provider.

(4)

Pursuant to the terms of applicable award agreements under our 2006 Equity Incentive Plan, the 2017 Stock Incentive Plan, the Amended and Restated Supplemental Cash Incentive Plan and the SSGA LTIP, all deferred incentive awards continue to vest if an employee (1) is terminated involuntarily other than for gross misconduct, (2) retires after attaining age 55 and completing 5 years of service with State Street, (3) becomes disabled or (4) dies. Vesting and payment of DSAs will be accelerated in full in the case of death, and vesting and payment of DVAs will be accelerated in full in the case of death or disability. In the four termination scenarios listed in this footnote, performance-based RSUs will continue to vest and be paid on the scheduled payment date, subject to attainment and certification of performance measures. Performance-based RSUs for the 2017 award year have a three-year performance measurement period (January 1, 2017–December 31, 2019) and will vest in one installment upon certification at the end of the performance period. For these purposes, shares of common stock are valued at the closing price of our common stock on December 29, 2017 ($97.61) and are currently shown as earned at 100% (target); however, the percent at which the awards actually will be earned will remain unknown until the end of the three-year performance period. Deferred incentive awards to our NEOs that continue to vest as scheduled after termination remain subject to applicable forfeiture and clawback provisions. DVAs that are paid on an accelerated basis following disability remain subject to applicable clawback provisions in the case of awards granted in 2017 for 2016 performance and for subsequent performance years. DSAs and DVAs that are paid on an accelerated basis following death do not remain subject to clawback provisions. For a description of forfeiture and clawback provisions, see above in this proxy statement under the heading “Compensation Design Elements–Recourse Mechanisms.”

The change of control agreements include restrictive covenants concerningnon-solicitation for a period of 18 months following termination, and ongoing obligations of confidentiality, cooperation andnon-disparagement.

(5)

Should an employee terminate due to death or disability prior to the payment date of current year immediate cash incentives, apro-rated amount may be paid in State Street’s sole discretion to the participant or his/her estate.

(6)

Only Mr. Hooley is fully vested in his pension benefits. Amounts shown for Mr. Erickson reflect the balance of his unvested annual defined contribution cash credits and DSAs as of December 31, 2017 under the ESRP. Vesting and payment of these amounts under the ESRP will be accelerated in the event of death or disability.

Change of Control

State Street has entered into an agreementchange-of-control agreements with each of our NEOsNEOs. Each agreement has atwo-year term that wouldautomatically extends for an additional year at the end of each calendar year, unless State Street gives notice of nonrenewal with at least 60 days’ advance notice. The agreements become effective upon a change of control of State Street or upon a termination of employment arising in connection with or in anticipation of such change of control. A change of control is defined to include theinclude:

The acquisition of 25% or more of our outstanding stock, thestock;

The failure of incumbent directors (or their designated successors) to constitute a majority of the Board of Directors or aDirectors;

State Street Corporation

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

A reorganization, merger, consolidation, sale or saleother disposition of all or substantially all of our assets in which State Street shareholders do not retain a majority of the voting power of the surviving or successor corporation and incumbent directors do not constitute a majority of the Board. These agreements haveBoard; or

Approval by shareholders of a two-year term that is annually renewed at the endcomplete liquidation or dissolution of the year, unless State Street gives the executive notice at least 60 days before the annual renewal date that the agreement will not be renewed. Mr. Erickson entered into achange-of-control agreement with the Company effective February 22, 2018.Company.

Eachchange-of-control agreement provides for two years of continued employment after a change of control on terms commensurate with those previously in effect, including base salary at an unreduced rate and minimum incentive compensation set at the targetprior year’s cash-based incentive compensation amount under the SEAIP applicable to the executive officer for the fiscal year in which the change of control occurs with the exception of(immediate cash and DVAs). For Mr. Taraporevala, whose minimum incentive compensation is set atAristeguieta, the prior year’s cashcash-based incentive (immediate and deferred including the adjustment factor) awarded under the Company’s annual incentive plan.is equal to 200% of his base salary. Each agreement also provides for two years of continued participation in savings, health and welfare benefit, fringe benefit and retirement plans, on terms no less favorable than those in effect prior to the change of control, and payment of legal fees in connection with the enforcement of the executive officer’sNEO’s rights under the agreement.

Thechange-of-control agreements also provide our NEOs with the payment of accrued salary and benefits, including apro-rated target incentive compensation amount underbased on the SEAIP (withprior year’s cash-based incentive (i.e., immediate cash and DVAs, except that for Mr. Aristeguieta, the exceptionprior year’s cash-based incentive is equal to 200% of Mr. Taraporevala, as noted above), in the event of a termination by reason ofhis base salary) upon death or termination due to disability during the employment period following a change of control, and they provide for additional severance benefits as summarized below upon the cessation of employment under a “double-trigger”double-trigger mechanism. This mechanism requires the occurrence of both a change of control and either the termination of employment without cause or by the officerNEO for good reason during thetwo-year term of the change-of-control agreement.

STATE STREET CORPORATION    65


   Executive Compensation(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

period.

The severance benefits provided include: (1) a lump sum payment subject to a maximum of $10 million, equal to two times the sum of base salary and the targetprior year’s cash-based incentive compensation under(i.e., immediate cash and DVAs, except that for Mr. Aristeguieta, the SEAIP (with the exceptionprior year’s cash-based incentive is equal to 200% of Mr. Taraporevala, as noted above) for the yearhis base salary), subject to a maximum of the change of control,$10 million; (2) a lump sum payment equal to two times State Street’s contributions to the defined contribution retirement plans applicable to the officer,NEO; (3) in the case of officersNEOs who are eligible to participate in State Street’s frozen qualified and supplemental defined benefit plans, a lump sum payment equal to the actuarial value of the incremental benefit that the officerNEO would have received under such plans had he or she remained employed for two years after the date of termination,termination; (4) continued employee health and welfare benefits for two years after the date of termination,termination; (5) reasonable outplacement servicesservices; and (6) to the extent not already vested, immediate vesting in benefits under the ESRP.

Since February 20, 2014, Each agreement provides that, in the eventchange-of-control benefits would exceed 110% of the maximum amount that the NEO can receive without any of the payments being subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the golden parachute excise tax), then the value of such benefits shall be either (i) subject to a cutback or (ii) delivered in full, whichever of the foregoing provides the executive the greatest benefit on anafter-tax basis (with the NEO required to pay the golden parachute excise tax). If benefits are below the 110% threshold, the NEO would be subject to an automatic cutback to the extent necessary to assure that thechange-of-control benefits are not subject to the golden parachute excise tax.

State Street’s 2006 Equity Incentive Plan, 2017 Stock Incentive Plan, AmendedDVAs, DSAs and Restated Supplemental Cash Incentive Plan, SSGA LTIP and award agreements under those plansperformance-based RSUs also provide for accelerated vesting and payment of awards under a “double trigger”double-trigger mechanism. This standard appliesOn or prior to all deferred equity and cash awards outstanding, including awards to our NEOs. Our agreements now provide, in the contextfirst anniversary of a change of control, forvesting is accelerated vesting and payment only upon a change of control andfollowing either a termination of employment without cause or by the officerNEO for good reason, in each case on or prior to the first anniversary of the change of control.reason. Performance-based RSUs will convert into State Street common stock at the following rates in the case of a change of control occurring prior to the end of the three-year performance period: (i) 100% in the case of a change of control in the first year, (ii) in the second year, at the rate obtained by averaging the actual GAAP ROE results for the first calendar year adjusted in accordance with the Plan, and 100% for each of the second and third years and (iii) in the third year, at the rate obtained by averaging the actual GAAP ROE results adjusted in accordance with the Plan, for each of the first and second calendartwo years and 100% for the third year. In the case of atwo-year performance period: (i) 100% in the case of a change of control in the first year and (ii) in the second year at the rate obtained by averaging the actual GAAP ROE results for the first calendar year, adjusted in accordance with the Plan, and 100% for the second year.

Effective March 26, 2014, eachchange-of-control agreement provides that, in the eventchange-of-control benefits would exceed 110% of the product of 2.99 multiplied by the officer’s base amount, then the value of such benefits shall be either (i) subject to a cutback or (ii) delivered in full, whichever of the foregoing provides the executive the greatest benefit on anafter-tax basis (with the golden parachute excise tax being the responsibility of the executive to pay). If benefits are below the 110% threshold, the executive would be subject to an automatic cutback to assure that thechange-of-control benefits do not exceed 2.99 times the NEO’s base amount.

The amounts set forth in the column entitled “Termination in Connection with Change of Control” in the tables above are based on the hypothetical assumption that on December 31, 2017 State Street had a change of control and that immediately thereafter, but also on December 31, 2017, the executive was terminated, received a lump sum payment of all cash entitlements under thechange-of-control agreement and all equity awards accelerated upon the change of control.

Estimated Payouts upon Termination of Employment

Mr. Bell left State Street on March 3, 2017. Pursuant to the terms of his Transition Agreement dated April 15, 2016, Mr. Bell’s outstanding equity awards will continue to vest according to their original terms. As of March 3, 2017, his 72,929 outstanding DSAs were worth $5,850,364 and his 108,806 outstanding performance-based RSUs were worth $8,728,417, based on the closing price of our common stock of $80.22 on that date. The final value of the performance-based RSUs will not be determined until after the conclusion of the performance period for each outstanding award. Mr. Bell also received $10,453 for unused vacation, as noted in the Summary Compensation Table above. Mr. Bell did not receive severance or other retirement enhancements.

 

66    STATE STREET CORPORATION

State Street Corporation

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2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

ITEMItem 2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATIONApproval of Advisory Proposal on Executive Compensation

 

 

LOGO

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 2 on your proxy card)

The Board of Directors recommends that shareholders approve the advisory proposal on executive compensation set forth below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of this advisory proposal. We believe that shareholder feedback on executive compensation is important and have provided shareholders the opportunity to vote annually on an advisory executive compensation proposal since 2009. Over the past several years shareholders have consistently approved the“say-on-pay” vote, and in 2017, 96.5%2019, over 90% of the votes cast supported the proposal.

State Street develops and implements a compensation program for our NEOs and other executive officers with the goals of:which aims to:

 

attracting, retainingattract, retain and motivatingmotivate superior executives and drive strong leadership behaviors

 

rewardingreward those executives for meeting or exceeding annualindividual and long-termcompany financial and strategicbusiness objectives

 

drivingdrive long-term shareholder value and financial stability

 

providingalign 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

 

achievingachieve the preceding goals in a manner aligned with sound risk management and our corporate values

For each NEO, the CompensationHuman Resources Committee determines the appropriate level of total compensation for the year. This determination is based on a subjective evaluation of many factors, including corporate performance, individual performance and market, regulatory and shareholder considerations. Along with the“say-on-pay” advisory proposal, we also engage with several of our largest shareholders to receive their specific perspectives on our compensation programs and governance practices. For 2017,2019, we held discussionsengaged or requested engagement with shareholders representing more than 30%half of our outstanding common stock. Based on these discussions, we believe our shareholders, in general, support our executive compensation program, and therefore, we continued many of the elements of our program, such as maintaining a high level of equity and deferral for incentive compensation awards as well as emphasizing pay for performance and alignment with shareholder interests. Our compensation practices for NEOs, including the complete framework used by the CompensationHuman Resources Committee in evaluating and making 20172019 compensation decisions, are described inabove under the heading “Compensation Discussion and Analysis.”

The advisory proposal is provided in accordance with Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, and isnon-binding. The outcome of this advisory proposal does not overrule any decision by, create or imply any change to the fiduciary duties of, or create or imply any additional fiduciary duties for State Street or the Board of Directors (or any of its committees). Though the vote isnon-binding, the CompensationHuman Resources Committee will take into account the outcome of the vote on this advisory proposal when considering future executive compensation arrangements.

The text of the proposal presented for your approval is as follows:

 

VOTED:

That the compensation of State Street’s executives, as disclosed pursuant to the SEC’s compensation disclosure rules, as set forth in this proxy statement under the heading “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables and related material, is approved; provided, that, this resolution shall not be binding on State Street’s Board of Directors or any of its committees and may not be construed as overruling any decision by the Board of Directors or any of its committees.

 

STATE STREET CORPORATION    67

State Street Corporation

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2018    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Examining and Audit Committee Matters

ITEM 3 – AMENDMENT TO ARTICLES OF ORGANIZATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR SPECIFIED CORPORATE ACTIONS

LOGO

State Street is asking shareholders to approve an amendment to our Articles of Organization to implement a majority voting standard for specified corporate actions. Chapter 156D of the Massachusetts Business Corporation Act currently provides that the default voting requirement for certain corporate actions is the affirmative vote of at leasttwo-thirds of the outstanding shares of common stock of a corporation. However, the Massachusetts Business Corporation Act permits corporations to modify the default voting requirements through an amendment to their Articles of Organization. The proposed amendment implements a majority voting requirement for all corporate actions to which thetwo-thirds default voting requirement would otherwise apply under the Massachusetts Business Corporation Act.

Our Board of Directors recognizes that many shareholders believe that a majority voting requirement will provide shareholders with a greater voice in expressing their views on matters impacting a corporation. Our Board of Directors believes reducing the voting requirements is in the best interest of the shareholders, and therefore, approval of this proposal by shareholders will change the voting requirement to approve certain corporate actions from the affirmative vote oftwo-thirds of the outstanding shares of common stock to the affirmative vote of at least a majority of outstanding shares of common stock. A proposed amendment and restatement of Article 6 of the Articles of Organization is set forth inAppendix B to this proxy statement, and the summary of the proposed amendment contained in this Item 3 is qualified by the full text of the proposed amendment and restatement.

If this proposal is approved, upon filing of Articles of Amendment to our Articles of Organization, the affirmative vote of at least a majority of all the shares of common stock entitled to vote on the matter and at least a majority of the shares in any voting group entitled to vote separately on the matter, will be required to approve the following corporate actions:

Amending the Articles of Organization

Acting on a merger or share exchange

Selling all or substantially all property other than in the regular course of business

Authorizing voluntary dissolution

Approving a plan of domestication to a foreign jurisdiction

Approving a plan of entity conversion to a domestic or foreign entity

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2018 NOTICE OF MEETING AND PROXY STATEMENT   

EXAMINING AND AUDIT COMMITTEE MATTERS

Examining and Audit CommitteePre-Approval Policies and Procedures

State Street’s Examining and Audit Committee has establishedpre-approval policies and procedures applicable to all services provided by State Street’s independent registered public accounting firm, pursuant to which the Examining and Audit Committee reviewed for approval each particular service expected to be provided. In connection with that review, the Examining and Audit Committee is provided with detailed information so that it can make well-reasoned assessments of the impact of the services on the independence of the independent auditor.Pre-approvals could includepre-approved cost levels or budgeted amounts or a range of cost levels or budgeted amounts.Pre-approval is also required for substantive changes in terms, conditions and fee arrangements resulting from changes in the scope, structure or other items. Thepre-approvals include services in categories of audit services, audit-related services, tax services and other services (services permissible under the SEC’s auditor independence rules).rules. The services shown in the table below were approved by the Examining and Audit Committee in accordance with thesepre-approval policies and procedures.

Audit andNon-Audit Fees

Ernst & Young LLP, or EY, was State Street’s independent registered public accounting firm for each of the fiscal years ended December 31, 20172019 and December 31, 2016.2018. Fees incurred by State Street and its subsidiaries for professional services rendered by Ernst & Young LLPEY with respect to 20172019 and 20162018 were as follows:

 

Description

(In millions)

  

2017

 

   

2016

 

   2019   2018 

Audit Fees

  

 

$

 

 

16.2

 

 

 

 

  

 

$

 

 

18.6  

 

 

 

 

  $14.2   $16.2

Audit-Related Fees

  

 

 

 

 

15.4

 

 

 

 

  

 

 

 

 

15.6  

 

 

 

 

   15.2    14.8

Tax Fees

  

 

 

 

 

7.8

 

 

 

 

  

 

 

 

 

8.6  

 

 

 

 

   5.8    5.3

All Other Fees

  

 

 

 

 

0.0

 

 

 

 

  

 

 

 

 

4.4  

 

 

 

 

   0.0    0.0

Services provided under Audit Fees primarily included statutory and financial statement audits, the requirement to opine on the design and operating effectiveness of internal controlscontrol over financial reporting and accounting consultations billed as audit services. Services provided under Audit-Related Fees consisted principally of reports on the processing of transactions by servicing organizations,non-statutory audits and due diligence procedures. Services provided under Tax Fees consisted principally of compliance and corporate tax advisory services. In 2016, services provided under All Other Fees consisted of advisory services primarily related to certain regulatory initiatives. These fees were not incurred in 2017.

In addition to the services described above, Ernst & Young LLPEY provides audit and tax compliance services to certain mutual funds, exchange-traded funds, or ETFs, and foreign-based private investment funds for which State Street is the sponsor and investment adviser or manager. The mutual funds and ETFs have boards of directors or similar bodies that make their own determinations as to selection of the funds’ audit firms and approval of any fees paid to such firms. In the case of certain foreign-based private investment funds, State Street participates in the selection of the audit firm to provide the audit and tax compliance services. All of the fees for such services are paid by the mutual funds, ETFs and foreign-based private investment funds—not by State Street—and are not included in the table above.

State Street Corporation

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    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Report of the Examining and Audit Committee

The Examining and Audit Committee, referred to in this report as the Committee consists entirely of members who meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC, as determined by the Board of Directors. Further, all of the members of the Committee are financially literate, based upon their education and experience, as such qualification under the listing standards of the NYSE is interpreted by the Board. The Board has determined, based upon education and experience as a principal accounting or financial officer or public accountant, or experience actively supervising a principal accounting or financial officer or public accountant, that each member of the Committee satisfies the

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   Examining and Audit Committee Matters(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

definition of “audit committee financial expert,” as set out in the rules and regulations under the Exchange Act, and havehas accounting or related financial management expertise, as such qualification under the listing standards of the NYSE is interpreted by the Board. The Committee furnishes the following report:

On behalf of State Street’s Board, of Directors, the Committee oversees the operation of a system of internal controlscontrol designed to ensure the integrity of State Street’s financial statements and reports, compliance with laws, regulations and corporate policies and the qualifications, performance and independence of State Street’s independent registered public accounting firm. Additionally, the Committee oversees the Company’s efforts to promote and advance a culture of compliance and ethical business practices including the Company’s efforts to identify, manage and eliminate material conduct and reputational issues. It is management’s responsibility to prepare State Street’s consolidated financial statements and establish and maintain internal controlscontrol over financial reporting. The role of the independent registered public accountant is to independently audit the consolidated financial statements and effectiveness of internal controlscontrol over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).or PCAOB.

Consistent with this oversight responsibility, the Committee has reviewed and discussed with management the audited consolidated financial statements for the year ended December 31, 20172019 and their assessment of internal controlscontrol over financial reporting as of December 31, 2017. Ernst & Young LLP,2019. EY, State Street’s independent registered public accounting firm, issued their unqualified report on State Street’s consolidated financial statements and the design and operating effectiveness of State Street’s internal controlscontrol over financial reporting.

The Committee has discussed with our independent registered public accounting firmEY the matters required to be discussed by AS 1301, “Communications with Audit Committees,” issued byapplicable requirements of the PCAOB.PCAOB and the SEC. The Committee has also received the written disclosures and the letter from Ernst & Young LLPEY required by applicable requirements of the PCAOB Ethics and Independence Rule 3526,“Communicationregarding EY’s communications with Audit Committees Concerning Independence” and has conducted a discussion with Ernst & Young LLP relative to itsthe Committee concerning independence. The Committee has considered whether Ernst & Young LLP’sEY’s provision ofnon-audit services is compatible with its independence.

Based on these reviews and discussions, the Committee recommended to the Board of Directors that State Street’s audited consolidated financial statements for the year ended December 31, 2017,2019, be included in State Street’s annual report on Form 10-K for the fiscal year then ended.

Submitted by,

William C. Freda, Chair

Marie A. Chandoha

Patrick de Saint-Aignan

Lynn A. Dugle

Richard P. Sergel

 

Submitted by,

William C. Freda, ChairState Street Corporation

Patrick de Saint-Aignan

Lynn A. Dugle

Richard P. Sergel

71

70    STATE STREET CORPORATION


2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

ITEM 4Item 3RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of the Selection of the Independent Registered Public Accounting Firm

 

 

LOGO

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 3 on your proxy card)

The Board of Directors recommends that shareholders approve the ratification of the selection of the independent registered public accounting firm described below. The Examining and Audit Committee has appointed Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2018. Ernst & Young LLP2020. EY has acted as our independent auditor since 1972. We have been advised by EY that it is a registered public accounting firm with the PCAOB and that it complies with the auditing, quality control and independence standards and rules of that Board and the SEC.

Committee Responsibilities and Duties

The Examining and Audit Committee has direct responsibility for the appointment,engagement, termination, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm, including the sole authority for the establishment ofpre-approval policies and procedures for all audit andnon-audit engagements. The Examining and Audit Committee also oversees the integrity of our financial statements and reports and the qualifications, performance and independence of State Street’s independent registered public accounting firm.

The For more information, see the description in this Proxy Statement of the Examining and Audit Committee annually assessesunder the heading “Committees of the Board of Directors”.

Committee Considerations and Audit Firm Assessment

In connection with the annual appointment of EY, the independent registered public accounting firmCommittee undertook a comprehensive assessment and considersreview of EY, and considered among other factors:

 

IfWhether the retention of the registered public accounting firmEY is in the best interests of State Street and its shareholders

 

The results of an annual survey prepared by management on the performance of the independent registered public accounting firmEY

 

TheEY’s technical expertise, experience andgeographical footprint, knowledge level and quality of the independent registered public accounting firmservice

 

The recent performance of EY and the independent registered public accounting firm and lead audit partner, including quality of communication, competence and responsiveness

 

The independence of the independent registered public accounting firmEY

 

Known legal risks and significant proceedings of the independent registered accounting firminvolving EY

 

The fees incurred by State Street for the services rendered by the independent registered accounting firm

In accordance with SEC rules and Ernst & Young LLPEY policies, the lead audit partner must be rotated at least every five years. The Examining and Audit Committee and the Committee Chair are involved in the selection of the lead engagementaudit partner pursuant toby vetting potential candidates, analyzing candidate qualifications and conducting interviews. The Committee is also consulted regarding the rotation requirement. The Examiningfinal selection of the lead audit partner.

Recommendation and AuditVoting

The Committee and the Board of Directors believe that the continued retention of Ernst & Young LLPEY as our independent registered public accounting firm is in the best interest of State Street and its shareholders. For more information, see the discussion in this proxy statement under the heading “Examining and Audit Committee Matters.”

We have been advised by Ernst & Young LLP that it is a registered public accounting firm with the Public Company Accounting Oversight Board (United States) and complies with the auditing, quality control and independence standards and rules of that Board and the SEC.

Representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire. While shareholder ratification of the selection of Ernst & Young LLPEY as our independent registered public accounting firm is not required, the Board of Directors is submitting the selection of Ernst & Young LLPEY to the shareholders for ratification to learn the opinion of shareholders on the selection. Should the selection of Ernst & Young LLPEY not be ratified by the shareholders, the Examining and Audit Committee will reconsider the matter. Even in the event the selection of Ernst & Young LLPEY is ratified, the Examining and Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if in its view such a change is in the best interests of State Street and its shareholders. Representatives of EY will be present at the annual meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.

 

STATE STREET CORPORATION    71

State Street Corporation

72


 

2018    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

GENERAL INFORMATION ABOUT THE ANNUAL MEETINGGeneral Information About the Annual Meeting

Questions and Answers About Voting

Why am I receiving these materials?

State Street’s Board of Directors is soliciting your vote by proxy at the 20182020 annual meeting of shareholders. This proxy statement includes information that we are required to provide to you under the rules of the SEC and is designed to assist you in voting your shares.

Can I access State Street’s proxy materials and annual report electronically?

This proxy statement and our annual report, including our audited consolidated financial statements for the year ended December 31, 2017,2019, are available to our shareholders on the Internet. On April [•], 2018,8, 2020, we mailed to our U.S. shareholders as of March 9, 2018,11, 2020, the record date for the annual meeting, a notice containing instructions on how to access these proxy materials online and how to vote. Also on April [•], 2018,8, 2020, we began mailing printed copies of these proxy materials to shareholders that have requested printed copies and to shareholders outside the United States. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the notice instructs you on how to access and review online all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your vote over the Internet. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the notice.

How do I request a printed copy of the proxy materials?

To request a printed copy of the proxy statement, annual report and form of proxy relating to this shareholder meeting or future shareholder meetings, visitwww.proxyvote.com, telephonecall1-800-579-1639 or send an email tosendmaterial@proxyvote.com. You must have available the16-digit control number from the notice described above.

What are the directions to the meeting?

Directions to the meeting are as follows:

From the North:

Take Expressway(I-93) South to exit 20A and follow the signs for South Station. Follow exit ramp and cross Summer Street. Turn right onto Lincoln Street. Take first left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the South:

Take Expressway(I-93) North to exit 20 (South Station). Bear left at the ramp to South Station/Chinatown. You will see State Street Financial Center directly ahead. You will be on Lincoln Street. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the West:

Take Mass Turnpike(I-90) to exit 24A (South Station). Turn left on Kneeland Street towards Chinatown. Turn right onto Lincoln Street at the light. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

Via Massachusetts Bay Transportation Authority:

Take the MBTA Red Line train or Commuter Rail to the South Station MBTA stop. Exit the train station and walk across Atlantic Avenue (towards Summer Street and Federal Street). Follow Summer Street to Lincoln Street.

What is the record date for the meeting?

Our Board of Directors has fixed the record date for the annual meeting as of the close of business on March 9, 2018.11, 2020.

72    STATE STREET CORPORATION


   General Information(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

How many votes can be cast by all shareholders?

As of the record date, 367,874,930352,200,608 shares of our common stock were outstanding and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

If your shares are registered in your name, you may vote in person atonline while virtually attending the annual meeting by visitingwww.virtualshareholdermeeting.com/STT2020 or by proxy without attending the meeting. Registered shareholders may also vote by telephone or on the Internet prior to the meeting by following the instructions included with your proxy card or the notice we mailed to you on April [•], 2018.8, 2020. In addition, if you received a printed proxy card, you may mark, sign, date and mail the proxy card you received from State Street in the postage-paid return envelope. If you vote in accordance with any of the available methods, your shares will be voted at the meeting pursuant to your instructions. If you sign and return the proxy card or vote by telephone or on the Internet but do not provide voting instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the Board of Directors given below.

If your shares are held in “street name” by a broker, bank or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares, which may include the ability to instruct the voting of your shares by telephone or on the Internet.Internet prior to the meeting.

If your shares are registered in your name or if your shares are held by a broker, bank or other nominee and you wish to vote in person atonline while virtually attending the meeting, you must obtain fromwill need to access the record holder, and bring with you tolive audio webcast of the meeting a legal proxy fromatwww.virtualshareholdermeeting.com/ STT2020 and follow the record holder issued in your name. Please note that this legal proxy from the record holder is in addition to the picture identification and proof of beneficial ownership requiredinstructions for your admission into the meeting.shareholder voting.

State Street Corporation

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  General Information(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

 

Item 1 – 1—FOR election of the 1011 nominees named herein as directors (page 12)16)

 

Item 2 – 2—FOR approval of the advisory proposal on executive compensation (page 67)69)

 

Item 3 – 3—FOR amending the Articles of Organization to implement a majority voting standard for specified corporate actions (page 68)

Item 4 – FOR ratification of the selection of the independent registered public accounting firm (page 71)72)

Additionally, if other matters are presented at the annual meeting, the persons named in the proxy card as proxy holders are authorized to vote on the additional matters as they determine.

Who pays the cost for soliciting proxies by State Street?

State Street will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and electronic means. State Street has retained Georgeson Inc. to aid in the solicitation of proxies for a fee of $19,500, plus expenses. Proxies may also be solicited by employees of State Street and its subsidiaries personally, or by mail, telephone, fax ore-mail, without any remuneration to such employees other than their regular compensation. State Street will reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain authorization for the execution of proxies.

What is householding?

Some banks, brokers and other nominee record holders may be “householding” our proxy statements, annual reports and related materials. “Householding” means that only one copy of these documents may have been sent to multiple shareholders in one household. If you would like to receive your own set of State Street’s proxy statements, annual reports and related materials, or if you share an address with another State Street shareholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker or other nominee.

May I change my vote?

If you are a registered shareholder, you may change your vote or revoke your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date, by submitting an electronic proxy as of a later date or by virtually attending the meeting and voting in person.online during the meeting. If your shares are held in “street name,” you must contact your bank, broker or other nominee for instructions on changing your vote.

STATE STREET CORPORATION    73


   General Information(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

What constitutes a quorum?

A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. A share once represented for any purpose at the annual meeting will be deemed present for determination of a quorum for the entire meeting and for any adjournment of the meeting (unlessmeeting; unless (1) a shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds and the shareholder does not vote the shares or otherwise consent that they are to be deemed present or (2) in the case of an adjournment, a new record date is set for that adjourned meeting).meeting. Shares present virtually during the annual meeting will be considered shares represented in person at the meeting.

What vote is required to approve each item?

Since it is an uncontested election of directors at the annual meeting, a nominee for director will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election (Item 1). If the votes cast “against” the nominee’s election exceed the votes cast “for” the nominee’s election, the nominee will not be elected to the Board of Directors. However, under Massachusetts law, if a nominee that is an incumbent director is not elected to the Board of Directors, that incumbent director will “hold over” in office as a director until his or her successor is elected or until there is a decrease in the number of directors. Under our Corporate Governance Guidelines, in an uncontested election of directors, any incumbent director who does not receive more votes cast “for” his or her election than votes cast “against” his or her election will submit to the Board a letter of resignation for consideration by the Nominating and Corporate Governance Committee. After consideration, that Committee would make a recommendation to the Board on action to be taken regarding the resignation. No such tendered resignation will be deemed effective unless and until it is accepted by action of the Board.

State Street Corporation

74


  General Information(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

The actions concerning the advisory proposal on executive compensation (Item 2) and the ratification of the selection of the independent registered public accounting firm (Item 4)3) will be approved if the votes cast “for” the action exceed the votes cast “against” the action. Items 2 and 43 arenon-binding proposals. The proposal to amend the Articles of Organization to implement a majority voting standard for specified corporate actions (Item 3) requires the affirmative vote of at leasttwo-thirds of the outstanding shares of our common stock to be approved.

How is the vote counted?

Votes cast by proxy or in person at the annual meeting will be counted by the persons appointed by State Street to act as tellers for the meeting.

“Abstentions” and “brokernon-votes” are not counted as votes with respect to any of the items to be voted on at the annual meeting. With respect to the proposal to amend the Articles of Organization to implement a majority voting standard for specified corporate actions (Item 3), abstentions and brokernon-votes will have the same effect as a vote against the proposal.

Stock exchange rules permit a broker to vote shares held in a brokerage account on “routine” proposals if the broker does not receive voting instructions from you. Stock exchange and SEC rules, however, prohibit brokers from voting uninstructed shares in the election of directors and executive compensation matters. Accordingly, of the matters to be voted on at the annual meeting, we believe the only “routine” proposal is the ratification of the selection of the independent registered public accounting firm (Item 4)3).

Where is the meeting held?

The annual meeting will be conducted via live audio webcast at:www.virtualshareholdermeeting.com/STT2020.

Due to the current Coronavirus (COVID-19) public health crisis, the annual meeting of shareholders will be conducted online via live audio webcast. Holding the annual meeting of shareholders in person could pose a risk to the health and safety of our shareholders, employees and directors, and as a result, we have decided to hold the annual meeting virtually. You will be able to participate, submit questions and vote your shares electronically. To do so, you will need to visitwww.virtualshareholdermeeting.com/STT2020 and use the 16-digit control number provided with the voting instructions.

Please allow ample time for the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page hosting the virtual meeting.

How do I submit a question at the annual meeting?

If you wish to submit a question on the day of the annual meeting, beginning at 9:00 a.m., Eastern Time on May 20, 2020, you may login and ask a question atwww.virtualshareholdermeeting.com/STT2020. The annual meeting will be governed by our meeting guidelines posted atwww.virtualshareholdermeeting.com/STT2020 in advance of the meeting. The meeting guidelines will address the ability of shareholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

May I see a list of shareholders entitled to notice of the meeting as of the record date?

A list of our registered shareholders as of the close of business on the record date will be made available to shareholders during the meeting atwww.virtualshareholdermeeting.com/STT2020. To access such list of registered holders beginning April 10, 2020 and until the meeting, shareholders should email State Street Investor Relations at IR@statestreet.com.

What are my rights as a participant in the Salary Savings Program?

As part of its employee benefits program, State Street maintains a 401(k) plan called the Salary Savings Program, or SSP. If you participate in the SSP and have invested part or all of your account in the Employee Stock Ownership Plan fund, you are considered a named fiduciary and may direct the voting of the State Street Corporation common stock allocated to your account as of the record date.

You may give direction on the Internet, by telephone or by mail. If you do not provide timely direction as to how to vote your allocated share, your allocated share will be voted on the same proportional basis as the shares that are directed by other participants. If a matter arises at

State Street Corporation

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  General Information(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

the meeting, or such other time as affords no practical means for securing participant direction, the trustee will follow the direction of the Committee designated by the Plan Sponsor, or its designee. Voting of your allocated share will occur as described above unless the trustee or plan administrator (or its designee), as applicable, determines that doing so would result in a breach of its fiduciary duty.

You must direct your vote in advance of the annual meeting so that the trustee, the registered owner of all of the shares held in the SSP, can vote in a timely manner. Regardless of what method you use to direct the trustee, the trustee must receive your

74    STATE STREET CORPORATION


   General Information(continued)

2018 NOTICE OF MEETING AND PROXY STATEMENT   

direction no later than 11:59 p.m. Eastern Time on May 14, 201818, 2020 for your direction to be counted. Your direction will be held in confidence by the trustee. You may not provide this direction at the annual meeting. You may change your direction to the trustee by timely submitting a new direction. The last direction the trustee receives by 11:59 p.m. Eastern Time on May 14, 2018,18, 2020, will be the only one counted. If your direction by mail is received on the same day as the one received electronically, the electronic direction will be followed.

The trustee is providing the annual report, the notice of annual meeting and the proxy statement electronically to SSP participants with State Street stock in the SSP who are active employees and have a State Street-providede-mail account and Internet access. Instead of receiving these materials in paper form mailed to your home, you will haveon-line access to these materials over the Internet, thus expediting the delivery of materials and reducing printing and mailing costs. Ane-mail will be sent to all such participants with detailed instructions to access materials and give your direction ofto the trustee. You may request that paper copies be sent to you, thereby permitting you to send in your direction by mail if you prefer that method. All other participants will receive their materials in the mail.

Other Matters

The Board of Directors does not know of any other matters that may be presented for action at the annual meeting. Under ourby-laws, the deadline for shareholders to notify us of any proposals or director nominations to be presented for action at the 20182020 annual meeting has passed. Should any other business properly come before the meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. See the discussion in this proxy statement under the heading “General Information About the Meeting—Questions and Answers About Voting.”

Proposals and Nominations by Shareholders

Shareholders who wish to present proposals for inclusion in State Street’s proxy materials for the 20192021 annual meeting of shareholders may do so by following the procedures prescribed in Rule14a-8 under the Exchange Act and State Street’sby-laws. To be eligible for inclusion in State Street’s proxy materials, the shareholder proposals must be received by the Secretary on or before December 6, 2018.9, 2020.

State Street’s proxy access provision permits a shareholder, or a group of up to 20 shareholders, to include director nominees in State Street’s proxy materials director nominees constituting up to 20% of the Board;materials; provided that: (1) the nominating shareholder(s) own a number of shares representing 3% or more of the total voting power of State Street’s outstanding shares of capital stock entitled to vote on the election of directors; (2) the nominating shareholder(s) have owned that number of shares continuously for at least 3 years; and (3) the nominating shareholder(s) and their director nominee(s) satisfy the requirements of Article I, Section 7(c) of theby-laws, including its requirement of timely written notice. To be timely, a proxy access notice with respect to the 20192021 annual meeting must be delivered to the Secretary no earlier than December 17, 201821, 2020 and no later than January 16, 201920, 2021 unless the date of the 20192021 annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the 20182020 annual meeting, in which event Article I, Section 7(c) of theby-laws provides different notice requirements.

Under State Street’sby-laws, nominations for directors and proposals of business other than those to be included in State Street’s proxy materials as described above may be made by shareholders entitled to vote at the meeting if notice is timely given, contains the information required by theby-laws and such business is within the purposes specified in our notice of meeting. Except as noted below, to be timely, a notice with respect to the 20192021 annual meeting must be delivered to the Secretary no earlier than February 15, 201919, 2021 and no later than March 17, 201921, 2021 unless the date of the 20192021 annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the 20182020 annual meeting, in which event theby-laws provide different notice requirements.

State Street’sby-laws specify requirements relating to the content of the notice that shareholders must provide to the Secretary, including a shareholder nomination for director, to be properly presented at a shareholder meeting.

Any proposal of business or nomination should be mailed to: Office of the Secretary, State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111.

 

STATE STREET CORPORATION    75

State Street Corporation

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2018    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

Beneficial Owners

The table below sets forth the number of shares of common stock of State Street beneficially owned as of the close of business on December 31, 20172019 by each person or entity known to State Street to beneficially own five percent or more of our outstanding common stock.

 

  Name and Address of Beneficial Owner

Amount and Nature of
Beneficial

Ownership

Percent
of Class

  Massachusetts Financial Services Company (MFS)

  111 Huntington Avenue

  Boston, MA 02199

27,603,723

(1)

7.4

%

  T. Rowe Price Associates, Inc.

  100 E. Pratt Street

  Baltimore, MD 21202

27,388,222

(2)

7.3

%

  The Vanguard Group

  100 Vanguard Boulevard

  Malvern, PA 19355

25,074,550

(3)

6.7

%

  BlackRock, Inc.

  55 East 52nd Street

  New York, NY 10055

21,564,558(4)5.8%

  State Street Corporation

  1 Lincoln Street

  Boston, MA 02111

18,836,671(5)5.0%
Name and Address of Beneficial Owner  Amount and Nature of
Beneficial Ownership
 Percent
of Class
  

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

    28,525,724(1)    7.8%  

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

    28,325,975(2)    7.7%  

Massachusetts Financial Services Company (MFS)

111 Huntington Avenue

Boston, MA 02199

    23,786,425(3)    6.5%  

T. Rowe Price Associates, Inc.

100 E. Pratt Street

Baltimore, MD 21202

    23,658,652(4)    6.5%  

Longview Partners (Guernsey) Limited

PO Box 559

Mill Court

La Charroterie

St Peter Port

Guernsey

GY1 6JG

    19,337,044(5)    5.4%  

 

(1)

This information is based solely on a Schedule 13G filed with the SEC on February 9, 20186, 2020 by Massachusetts Financial Services Company,BlackRock, Inc., in which it reported sole voting power of 23,926,04324,861,050 shares and sole dispositive power of 27,603,72328,525,724 shares.

(2)

This information is based solely on a Schedule 13G filed with the SEC on February 14, 201812, 2020 by T. Rowe Price Associates, Inc.,The Vanguard Group, in which it reported sole voting power of 8,782,626540,623 shares, and sole dispositive power of 27,388,22227,717,446 shares, shared voting power of 99,079 shares and shared dispositive power of 608,529 shares.

(3)

This information is based solely on a Schedule 13G filed with the SEC on February 9, 201814, 2020 by The Vanguard Group,Massachusetts Financial Services Company, in which it reported sole voting power of 524,02021,118,767 shares shared voting power of 84,073 shares,and sole dispositive power of 24,481,188 shares and shared dispositive power of 593,36223,786,425 shares.

(4)

This information is based solely on a Schedule 13G filed with the SEC on January 23, 2018February 14, 2020 by BlackRock,T. Rowe Price Associates, Inc., in which it reported sole voting power of 18,400,6119,160,606 shares and sole dispositive power of 21,564,55923,626,955 shares.

(5)

State Street Corporation had aggregate beneficial ownership of 18,836,671 shares, 16,439,112 of which result from our investment management business and 2,397,559 of which result from our role as trustee of the State Street Salary Savings Program. Of the aggregate 18,836,671 shares, State Street had shared voting power and shared dispositive power with respect to 18,836,671 shares which was reportedThis information is based solely on a Schedule 13G filed with the SEC on February 14, 2018.11, 2020 by Longview Partners (Guernsey) Limited, in which it reported shared voting power of 11,638,359 shares and shared dispositive power of 19,337,044 shares.

 

76    STATE STREET CORPORATION

State Street Corporation

77


  SECURITY OWNERSHIPSecurity Ownership(continued)(cont.)

 2018

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

Management

The table below sets forth the number of shares of State Street common stock beneficially owned as of the close of business on March 1, 20182, 2020 by (1) each director, (2) the named executive officers as identified in the Summary Compensation Table on page 49 of this proxy statement and (3) all current directors and executive officers as a group. For this purpose, beneficial ownership is determined under the rules of the SEC. As of March 1, 2018,2, 2020, there were 368,769,990352,465,765 shares of State Street common stock outstanding. On March 1, 2018,2, 2020, each executive officer and director listed below individually, and those individuals as a group, owned beneficially less than 1% of the outstanding shares of common stock.

 

Name 

Amount and Nature of

Beneficial Ownership(1)

Eric W. Aboaf

6,844

  Michael W. Bell

46,486

(2)

  Kennett F. Burnes

              

38,812
68,042

  Patrick de Saint-Aignan

Francisco Aristeguieta

              

62,183
22,709

  Lynn A. Dugle

Kennett F. Burnes

              

76,082
5,411

  Andrew Erickson

Jeffrey N. Carp

              

154,891
9,557

  Amelia C. Fawcett

Marie A. Chandoha

              

2,128
31,384

  William C. Freda

Patrick de Saint-Aignan

              

31,793
7,226

  LindaLynn A. Hill

Dugle

              

10,949
48,895

  Joseph L. Hooley

663,009

(3)

  Ronald P. O’Hanley

Andrew J. Erickson

              

33,868
25,097

  Sean O’Sullivan

Amelia C. Fawcett

              

38,204
1,903

  Richard P. Sergel

51,802

(4)

  Gregory L. Summe

William C. Freda

              

12,859
74,447

  Cyrus Taraporevala

Sara Mathew

              

5,210
2,614

William L. Meaney

            5,385

Ronald P. O’Hanley

            103,358

Sean O’Sullivan

            7,256

Richard P. Sergel

            58,862(2)

Gregory L. Summe

            83,056

All current directors and executive officers as a group (26(32 persons)

              992,3701,473,775(2)(3)(4)

 

(1)

Information in this table includes shares that the individual or group has the right to acquire within 60 days of March 1, 2018.2, 2020. Also included are shares that have vested under the Executive Supplemental Retirement Plan and other deferred retirement benefits, as follows:benefits: 13,308 shares for Mr. Hooley, 20,542Carp and 31,755 shares for the group of all current directors and executive officers 45,296.as a group, including Mr. Carp. Shares granted tonon-management directors vest immediately and are included in the total amounts above, and are not subject to a vesting schedule, even if deferred.

(2)

Mr. Bell ceased serving as our Chief Financial Officer in March 2017, and the amount of shares reported as beneficially owned by Mr. Bell is as of this date. Shares for Mr. Bell are not reflected in the total beneficial ownership for all current directors and executive officers as a group.

(3)

Includes 2,800 shares as to which Mr. Hooley has shared voting power and investment power.

(4)

Includes 3,111 shares held by a family member.

(3)

Includes 13,755 shares held in trust for which a current executive officer disclaims beneficial ownership except to the extent of their pecuniary interest therein.

State Street Corporation

78


  Security Ownership(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires State Street’s directors, executive officers and any beneficial owners of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. State Street is not aware of any 10% beneficial owners. On June 27, 2017,November 19, 2019 Joseph L. Hooley filed an untimely Form 4 to report an October 1, 2019 automatic cash settlement of a June 9, 2017 automated conversionnotional investment based on a dividend reinvestment under the terms of the State Street common stock interests under the Boston Financial Data Services, Inc., or BFDS, deferred compensation plan into another investment option. This automatic conversion was related to DST Systems, Inc.’s acquisition of State Street’s interest in BFDS. Mr. Hooley’s participation in the plan resulted from his previously disclosed employment at BFDS, which ended in 2000.Corporation Management Supplemental Savings Plan. Based on State Street’s review, of the reports it has received and written representations from its directors and executive officers, State Street believes that all of its directors and officers otherwise complied with all Section 16(a) reporting requirements applicable to them with respect to transactions in 2017.2019.

Notice of Amendment of By-Laws

On February 20, 2020, State Street’s Board of Directors amended State Street’s by-laws to allow for the removal of any director with or without cause at a meeting of shareholders duly called and noticed for that purpose. The full text of State Street’s by-laws, as amended is filed as Exhibit 3.1 to State Street’s Current Report on Form 8-K filed with the SEC on February 20, 2020.

 

STATE STREET CORPORATION    77

State Street Corporation

79


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Appendix A

Excerpt from State Street’s Corporate Governance Guidelines

The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange (NYSE) corporate governance standards. The Board has adopted the following guidelines to assist it in determining director independence in accordance with the NYSE standards. To be considered independent, the Board must determine, after review and recommendation by the Nominating and Corporate Governance Committee, that the director has no direct or indirect material relationship with the Company. The Board has established the following categorical guidelines to assist it in determining independence:

 

 a.

A director will not be independent if he or she does not satisfy any of the bright-line tests set forth in Section 303A.02 (b) of the NYSE Listed Company Manual.

 

 b.

The following commercial or charitable relationships will not be considered to be material relationships that would impair a director’s independence: (i) if the State Street director or a member of such director’s immediate family (as defined in Section 303A of the NYSE Listed Company Manual) is a director or owner of less than a 10% ownership interest of another company (including atax-exempt organization) that does business with the Company; provided such State Street director is not involved in negotiating the transaction; (ii) if the State Street director or a member of such director’s immediate family is a current employee, consultant or executive officer of another company (including atax-exempt organization) that does business with the Company; provided that, (x) where the State Street director is an employee, consultant or executive officer of the other company, neither the director nor any of his or her immediate family members receives any special benefits as a result of the transaction and (y) the annual payments to, or payments from, the Company from, or to, the other company, for property or services in any completed fiscal year in the last three fiscal years are equal to or less than the greater of $1 million, or two percent of the consolidated gross annual revenues of the other company during the last completed fiscal year of the other company; and (iii) if the State Street director or member of such director’s immediate family is a director, trustee, employee or executive officer of atax-exempt organization that receives discretionary charitable contributions from the Company; provided such State Street director and his or her Immediate Family Members do not receive any special benefits as a result of the transaction; and further provided that, where the director or immediate family member is an executive officer of thetax-exempt organization, the amount of discretionary charitable contributions in any completed fiscal year in the last three fiscal years are not more than the greater of $1 million, or two percent of that organization’s consolidated gross revenues in the last completed fiscal year of that organization (in applying this test, State Street’s automatic matching of employee charitable contributions to a charitable organization will not be included in the amount of State Street’s discretionary contributions).

 

 c.

The following commercial relationships will not be considered to be a material relationship that would impair a director’s independence: lending relationships, deposit relationships or other banking relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, private banking, investment management, custodial, securities brokerage, cash management and similar services) between State Street and its subsidiaries, on the one hand, and a company with which the director or such director’s immediate family member is affiliated by reason of being a director, employee, consultant, executive officer, general partner or an equity holder thereof, on the other, provided that: (i) such relationships are in the ordinary course of the Company’s business and are on substantially the same terms as those prevailing at the time for comparable transactions withnon-affiliated persons; (ii) with respect to a loan by the Company to such company or its subsidiaries, such loan has been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve and Section 13(k) of the Securities Exchange Act of 1934, such loan did not involve more than the normal risk of collectability or present other unfavorable features, and no event of default has occurred under the loan; and (iii) payments to the Company for property or services (including fees and interest on loans but not including principal repayments) from such company does not exceed the limit provided in (b)(ii) above.

If a relationship is described by the categorical guidelines contained in both paragraphs b. and c. above, it will not be considered to be a material relationship that would impair a director’s independence if it satisfies all of the applicable requirements of either paragraph b. or c. For relationships not covered by the categorical guidelines (either because they involve a different type of relationship or a different dollar amount), the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above. The Company will explain in the next proxy statement the basis for any Board determination that a relationship was immaterial despite the fact that it did not meet the categorical guidelines of immateriality set forth above.

 

A-1

State Street Corporation

A-1


    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Appendix B

Proposed Amendment and Restatement of Article 6 of State Street Articles of Organization

Article 6

By-laws

The board of directors is authorized to make, amend or repeal theby-laws of the corporation in whole or in part, except with respect to any provision thereof which by law, by these Articles oforganizationOrganization or by theby-laws requires action by thestockholdersshareholders.

Theby-laws of theCorporationcorporation may, but are not required to, provide that in a meeting ofthe shareholders other than a Contested Election Meeting (as defined below), a nominee for director shall be electedState Street’s Governance Standards Relative to the board of directors only if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (with “abstentions,” “brokernon-votes”Investor Stewardship Group’s (ISG) Corporate Governance Framework and “withheld votes” not counted as a vote “for” or “against” such nominee’s election). In a Contested Election Meeting, directors shall be elected by a plurality of the votes cast at such Contested Election Meeting. A meeting ofthe shareholders shall be a “Contested Election Meeting” if there are more persons nominated for election as directors at such meeting than there are directors to be elected at such meeting, determined as of the tenth day preceding the date of theCorporation’scorporation’s first notice to shareholders of such meeting sent pursuant to theCorporation’scorporation’sby-laws (the “Determination Date”); provided, however, that in accordance with theCorporation’scorporation’s,by-laws, shareholders are entitled to make nominations during a period of time that ends after the otherwise applicable Determination Date, the Determination Date shall instead be as of the end of such period.

Place of Meetings of theStockholdersShareholders

Meetings of thestockholdersshareholders may be held anywhere in the United States.

Partnership

The corporation may be a partner in any business enterprise which the corporation would have power to conduct by itself.

Indemnification of Directors, Officers and Others

The corporation shall to the fullest extent legally permissible indemnify each person who is or was a director, officer, employee or other agent of the corporation and each person who is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (any person serving another organization in one or more of the indicated capacities at the request of the corporation who shall not have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of such other organization shall be deemed so to have acted in good faith with respect to the corporation) or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan. Expenses, including but not limited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding, may be paid from time to time by the corporation in advance of the final disposition of such action, suit or

B-1


proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder.

If, in an action, suit or proceeding brought by or in the name of the corporation, a director of the corporation is held not liable for monetary damages, whether because that director is relieved of personal liability under the provisions of this Article Six of the Articles of Organization, or otherwise, that director shall be deemed to have met the standard of conduct set forth above and to be entitled to indemnification for expenses reasonably incurred in the defense of such action, suit or proceeding.

As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less than a quorum), or (b) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or (d) by and disinterested person or persons to whom the question may be referred by vote of the holders of a majority of such stock. No such approval shall prevent the recovery from any such officer, director, employee, agent or trustee of any amounts paid to him or on his behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may lawfully be granted to him. As used herein, the terms “director”, “officer”, “employee”, “agent” and “trustee” include their respective executors, administrators and other legal representatives, an “interested” person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a “disinterested” person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened.

By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

Intercompany Transactions

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation any other organization of which one or more of its directors or officers are directors, trustees or officers, or in which any of them has any financial or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes, approves or ratifies the contract or transaction, if:

 

a)
ISG Principle (for U.S. Listed
Companies)

The material facts asState Street’s

Governance Standards

Principle 1

Boards are accountable to his relationship orshareholders

• All directors stand for shareholder election annually

• Majority voting standard in uncontested director elections, and incumbent directors not receiving majority support must tender their resignation for consideration by the Board

• Proxy access for shareholders

• Board annually reviews and approves Corporate Governance Guidelines to assist in the exercise of duties and responsibilities. These Guidelines, along with Board committee charters, standards of conduct and other governance information, are posted on State Street’s website

Principle 2

Shareholders should be entitled to voting rights in proportion to their economic interest

• One class of common stock, with each share carrying equal voting rights (a“one-share,one-vote” standard)

Principle 3

Boards should be responsive to shareholders and asbe proactive in order to the contract or transactionunderstand their perspectives

• Process in place for shareholders and interested parties to communicate with Lead Director

• Proactive annual shareholder engagement provides feedback to relevant Board committees

Principle 4

Boards should have a strong, independent leadership structure

• Strong independent Lead Director with clearly defined duties that are disclosed or are known to the board of directors or the committee which authorizes, approves or ratifies the contract or transaction, and the board or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majorityshareholders

• Annual public disclosure of the disinterestedBoard’s reasoning underlying its leadership structure and affirmation that the current leadership structure is appropriate

• All principal Board committees have independent chairs

Principle 5

Boards should adapt structures and practices that enhance their effectiveness

• 10 of 11 director nominees are independent

• Directors reflect a diverse mix of industry, regulatory, management, technology, risk and other experience and skills relevant to State Street’s businesses and strategies

• 4 out of 11 director nominees are women

• Active Board refreshment with 6 new directors even thoughin the disinterestedlast 5 years

• Key Board committees (Examining and Audit Committee; Human Resources Committee; and Nominating and Corporate Governance Committee) are fully independent. State Street also has a Risk Committee, on which the Chairman serves along with 4 independent directors be less thanand a quorum;Technology and Operations Committee, on which the chairman serves along with 5 independent directors

• Annual Board-level assessment of each director’s contributions, skills, committee assignments and tenure when analyzing the overall composition and effectiveness of the Board

• Board has full and free access to officers and employees

• During 2019, each of the incumbent directors attended at least 75% of the total of all meetings of the Board and committees on which the director served during his or her service as a director, and each of the 11 nominees who were then a director attended the 2019 annual shareholder meeting

Principle 6

Boards should develop management incentive structures that are aligned with the long-term strategy of the company

• Executive compensation program received over 90% shareholder support at the 2019 annual meeting of shareholders

• Human Resource Committee evaluates corporate performance, individual performance and market, regulatory and shareholder considerations when making total compensation determinations for each member of State Street’s Management Committee, which includes all executive officers

-  Corporate performance is determined by assessing the company’s financial performance, achievement of strategic objectives and risk management performance

-  Individual performance assessments are determined based on the executive’s strategic, financial, risk excellence and leadership contributions

• Corporate and individual performance assessments for Named Executive Officers are described below under the heading “Compensation Discussion and Analysis”

 

b)1

The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to theISG is anstockholdersshareholdersinvestor-led entitled to vote thereon, and the contract or transaction is specifically authorized, approved or ratified in good faith by the voteeffort that includes some of thestockholdersshareholders; or largest U.S.-based institutional investors and global asset managers, along with several of their international counterparts. State Street Global Advisors, State Street’s investment management line of business, is a member of ISG. The corporate governance framework articulates six principles that ISG believes are fundamental to good corporate governance at U.S. listed companies. The Principles reflect the common corporate governance beliefs of each ISG member and are designed to establish a foundational set of investor expectations about corporate governance practices in U.S. publicly-listed companies.

 

B-2

State Street Corporation

B-1


c)

The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or thestockholders    2020 NOTICE OF MEETING AND PROXY STATEMENT  shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction. No director or officer of the corporation shall be liable or accountable to the corporation or to any of itsstockholdersshareholders or creditors or to any other person, either for any loss to the corporation or to any other person or for any gains or profits realized by such director or officer, by reason of any contract or transaction as to which clauses (a), (b) or (c) above are applicable.

Liability of Directors

A director of this corporation shall not be personally liable to the corporation or itsstockholdersshareholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, provided, however, that this paragraph of Article Six shall not eliminate the liability of a director to the extent such liability is imposed by applicable law (i) for any breach of the director’s duty of loyalty to this corporation or itsstockholdersshareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director derived an improper personal benefit, or (iv) for paying a dividend, approving a stock repurchase or making loans which are illegal under certain provisions of Massachusetts law, as the same exists or hereafter may be amended. If Massachusetts law is hereafter amended to authorize the further limitation of the legal liability of the directors of this corporation, the liability of the directors shall then be deemed to be limited to the fullest extent then permitted by Massachusetts law as so amended. Any repeal or modification of this paragraph of this Article Six which may hereafter be effected by thestockholdersshareholders of this corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director for acts or omissions prior to such repeal or modification.Appendix C

Vote Required for Certain MattersReconciliation ofNon-GAAP Measures

As permitted pursuantIn addition to Section 7.27(b) of the Massachusetts Business Corporation Act (the “MBCA”), the corporation has providedpresenting State Street’s financial results in conformity with U.S. generally accepted accounting principles, or GAAP, management also presents certain financial information on a basis that the following actions will require the specific shareholder vote provided below:

Domestication into Foreign Jurisdiction

Unless a greater percentage vote,excludes or action byadjusts one or more items from GAAP. This latter basis is anon-GAAP presentation. In general, ournon-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of revenue and expenses outside of State Street’s normal course of business or other notable items, such as acquisition and restructuring charges, repositioning charges, gains/losses on sales. Management believes that this presentation of financial information facilitates an investor’s and the Committee’s further understanding and analysis of State Street’s financial performance and trends with respect to State Street’s business operations fromperiod-to-period, including providing additional separate voting groups, is required by these Articles of Organization, by theinsight into our underlying margin and profitability.

by-lawsNon-GAAP of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 9.21 of the MBCA, approval of a plan of domestication of the corporation to a foreign jurisdiction in accordance with Section 9.21 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these Articles of Organization, andfinancial measures should be considered in addition at leastto, not as a majority of the sharessubstitute for or superior to, financial measures determined in any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (3) of Section 9.21 of the MBCA.

Entity Conversion

Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these Articles of Organization, by theby-laws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 9.52 of the MBCA, approval of a plan of entity conversion to a domestic or foreign other entity in accordanceconformity with Section 9.52 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these Articles of Organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (3) of Section 9.52 of the MBCA.GAAP.

 

                    2H19 vs 1H19
Change
        2019 vs 2018
Change
 

(Dollars in millions, except
Earnings per share)

 1Q19  2Q19  1H19  3Q19  4Q19  2H19  Amount  %  2018  2019  Amount  % 
Fee Revenue:            
Total revenue, GAAP-basis $2,260  $2,260  $4,520  $2,259  $2,368  $4,627  $107   2.4%  $9,454  $9,147  $(307  (3.2)% 
Add: Legal and related                      8      
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Total revenue, excluding notable items $2,260  $2,260  $4,520  $2,259  $2,368  $4,627   107   2.4%  $9,462  $9,147  $(315  (3.3)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
                                                 
            
Total Revenue:            
Total revenue, GAAP-basis $2,932  $2,873  $5,805  $2,903  $3,048  $5,951  $146   2.5%  $12,131  $11,756  $(375  (3.1)% 
Add: Legal and related                      8      
Less: Other income              (44  (44       (44  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Total revenue, excluding notable items $2,932  $2,873  $5,805  $2,903  $3,004  $5,907  $102   1.8%  $12,139  $11,712  $(427  (3.5)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
                                                 
            
Total Expenses:            
Total expense, GAAP-basis $2,293  $2,154  $4,447  $2,180  $2,407  $4,587  $140   3.1%  $9,015  $9,034  $19   0.2
Less: Acquisition and restructuring costs  (9  (12  (21  (27  (29  (56    (24  (77  
Less: Repositioning charges              (110  (110    (324  (110  
Less: Legal and related  (14     (14  (18  (140  (158    (42  (172  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Total expense, excluding notable items $2,270  $2,142  $4,412  $2,135  $2,128  $4,263  $(149  (3.4)%  $8,625  $8,675  $50   0.6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
                                                 
            

B-3

State Street Corporation

C-1


Amendment to Articles of Organization

Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these Articles of Organization, by theby-laws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (c) of Section 10.03 of the MBCA, adoption of an amendment to these Articles of Organization in accordance with Section 10.03 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these Articles of Organization, and in addition at least a majority of the shares of any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (c) of Section 10.03 of the MBCA.

Merger or Share Exchange

Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these Articles of Organization, by theby-laws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 11.04 of the MBCA, approval by the shareholders of a plan of merger or share exchange in accordance with Section 11.04 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these Articles of Organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (3) of Section 11.04 of the MBCA.

Sale of Substantially All of the Property

Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these Articles of Organization, by theby-laws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (b) of Section 12.02 of the MBCA, approval of a sale, lease, exchange or other disposition of all, or substantially all, of the property of the corporation, otherwise than in the usual and regular course of business, in accordance with Section 12.02 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these Articles of Organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (b) of Section 12.02 of the MBCA.

Voluntary Dissolution of the Corporation

Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these Articles of Organization, by theby-laws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (c) of Section 14.02 of the MBCA, adoption of a proposal to dissolve the corporation in accordance with Section 14.02 of the MBCA shall require the affirmative vote of at least a majority of all the votes entitled generally to vote on the matter by these Articles of Organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these Articles of Organization, by theby-laws of the corporation, or by action of the board of directors pursuant to subsection (c) of Section 14.02 of the MBCA.

  Reconciliation ofNon-GAAP Measures(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

                    2H19 vs 1H19
Change
        2019 vs 2018
Change
 

(Dollars in millions, except
Earnings per share)

 1Q19  2Q19  1H19  3Q19  4Q19  2H19  Amount  %  2018(1)  2019  Amount  % 
Net Income Available to Common Stockholders:            
Net Income Available to Common Stockholders, GAAP-basis $452     $537     $989     $528     $492     $1,020     $31   3.1%  $2,404     $2,009     $(395)          (16.4)% 
Less: Acquisition and restructuring costs  9      12      21      27      29      56        24      77      
Less: Repositioning charges  —      —      —      —      110      110        324      110      
Less: Legal and related  14      —      14      18      140      158        50      172      
Less: Other Income  —      —      —      —      (44)     (44)       —      (44)     
Less: Preferred securities redemption(1)  —      —      —      —      22      22        —      22      
Tax impact of notable items  (2)     (3)     (5)     (12)     (25)      (37)       (89)     (42)     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Net Income Available to Common Stockholders, excluding notable items $473     $546     $1,019     $561     $724     $1,285     $266   26.1%  $2,713     $2,304     $(409)          (15.1)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
                                                 
            
Diluted Earnings per Share:            
Diluted earnings per share, GAAP-basis $1.18     $1.42     $2.60     $1.42     $1.35     $2.77     $0.17   6.5%  $6.39     $5.38     $(1.01)          (15.8)% 
Less: Acquisition and restructuring costs  0.02      0.03      0.05      0.06      0.06      0.11        0.05      0.16      
Less: Repositioning charges  —      —      —      —      0.22      0.22        0.65      0.22      
Less: Legal and related  0.04      —      0.04      0.03      0.38      0.41        0.12      0.44      
Less: Other Income  —      —      —      —      (0.09)     (0.09)       —      (0.09)     
Less: Preferred securities redemption(1)  —      —      —      —      0.06      0.06        —      0.06      
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Diluted earnings per share, excluding notable items $1.24     $1.45     $2.69     $1.51     $1.98     $3.48     $0.79   29.4%  $7.21     $6.17     $(1.04)          (14.4)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
                                                 
            
Return on Equity:            
Return on Equity, GAAP-basis  8.7%   10.1%   9.4%   9.7%   9.0%   9.4%   0 bps   0.9%   12.1%   9.4%   (270) bps   (22.4)% 
Less: Acquisition and restructuring costs  0.2%   0.2%   0.2%   0.5%   0.5%   0.5%     0.1%   0.4%   
Less: Repositioning charges  0.0%   0.0%   0.0%   0.0%   2.0%   1.0%     1.6%   0.5%   
Less: Legal and related  0.2%   0.0%   0.1%   0.3%   2.6%   1.5%     0.3%   0.7%   
Less: Other Income  0.0%   0.0%   0.0%   0.0%   (0.8)%   (0.4)%     0.0%   (0.2)%   
Less: Preferred securities redemption(1)  0.0%   0.0%   0.0%   0.0%   0.4%   0.2%     0.0%   0.1%   
Tax impact of notable items  0.0%   0.0%   0.0%   (0.2)%   (0.4)%   (0.3)%     (0.4)%   (0.1)%   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Return on Equity, excluding notable items  9.1%   10.3%   9.7%   10.3%   13.3%   11.9%   220 bps   22.7%   13.7%   10.8%   (290) bps   (21.4)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   

B-4

State Street Corporation

C-2


  Reconciliation ofNon-GAAP Measures(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

 

                    2H19 vs 1H19
Change
        2019 vs 2018
Change
 

(Dollars in millions, except
Earnings per share)

 1Q19  2Q19  1H19  3Q19  4Q19  2H19  Amount  %  2018(1)  2019  Amount  % 
Pre-Tax Margin:            
Total Revenue:            
Total revenue, GAAP-basis $2,932     $2,873     $5,805     $2,903     $3,048     $5,951       $12,131     $11,756      
Add: Legal and related  —      —      —      —      —      —        8      —      
Less: Other Income  —      —      —      —      (44)     (44)       —      (44)     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Total revenue, excluding notable items $2,932     $2,873     $5,805     $2,903     $3,004     $5,907       $12,139     $11,712      
Provision of loan losses  4      1      5      2      3      5        15      10      
Total Expenses:            
Total expense, GAAP-basis $2,293     $2,154     $4,447     $2,180     $2,407     $4,587       $9,015     $9,034      
Less: Acquisition and restructuring costs  (9)     (12)     (21)     (27)     (29)     (56)       (24)     (77)     
Less: Repositioning charges  —      —      —      —      (110)     (110)       (324)     (110)     
Less: Legal and related  (14)     —      (14)     (18)     (140)     (158)       (42)     (172)     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Total expense, excluding notable items $2,270     $2,142     $4,412     $2,135     $2,128     $4,263       $8,625     $8,675      
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Income before tax expense, excluding notable items $658     $730     $1,388     $766     $873     $1,639       $3,499     $3,027      
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Income before tax expense, GAAP- basis $635     $718     $1,353     $721     $638     $1,359       $3,101     $2,712      
                                                 
            
Pre-tax Margin:            
Pre-tax Margin, GAAP-basis  21.7%   25.0%   23.3%   24.8%   20.9%   22.8%   (50) bps   (2.0)%   25.6%   23.1%   (250) bps   (9.9)% 
Less: Acquisition and restructuring costs  0.3%   0.4%   0.4%   1.0%   1.0%   1.0%     0.2%   0.7%   
Less: Repositioning charges  0.0%   0.0%   0.0%   0.0%   3.6%   1.9%     2.7%   0.9%   
Less: Legal and related  0.5%   0.0%   0.2%   0.6%   4.7%   2.7%     0.3%   1.5%   
Less: Other Income  0.0%   0.0%   0.0%   0.0%   (1.1)%   (0.7)%     0.0%   (0.4)%   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   
Pre-tax Margin, excluding notable items  22.5%   25.4%   23.9%   26.4%   29.1%   27.7%   380 bps   16.0%   28.8%   25.8%   (300) bps   (10.5)% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

   

(1)

We redeemed all outstanding Series E noncumulative perpetual preferred stock on December 15, 2019 at a redemption price of $750 million ($100,000 per share equivalent to $25.00 per depositary share) plus accrued and unpaid dividends. The difference between the redemption value and the net carrying value of $22 million resulted in an EPS impact of approximately ($0.06) per share in 2019.

State Street Corporation

C-3


  Reconciliation ofNon-GAAP Measures(cont.)

    2020 NOTICE OF MEETING AND PROXY STATEMENT  

Reconciliation ofNon-GAAP 3 year average Return on Equity (ROE) - for 2017-2019 Performance-based RSUs

2017-2019 ROE - 3 year average, GAAP basis

10.70%

Less:Pre-established performance-based RSU adjustments:

Tax law changes

0.20%

Acquisitions and dispositions

(0.07)%

Merger and integration expenses

0.13%

Restructuring expenses

0.51%

Security issuances/ redemptions expense

(0.01)%

Legal and regulatory – matters arising from prior periods

0.31%

2017-2019 ROE - 3 year average, Adjusted ROE

11.77%

State Street Corporation

C-4


 

 

 

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900


Preliminary Proxy MaterialsLOGO

SubjectVOTE BY INTERNET
Before The Meeting - Go to Completion

LOGO

STATE STREET CORPORATION

ONE LINCOLN STREET

BOSTON, MA 02111

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 15, 2018. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 15, 2018. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, annual reports and related materials electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy and related materials electronically in future years.

www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 19, 2020. Have your proxy card in hand when you access the web site and follow the instructions to STATE STREET CORPORATION obtain your records and to create an electronic voting instruction form.
ONE LINCOLN STREET
BOSTON, MA 02111 During The Meeting - Go to www.virtualshareholdermeeting.com/STT2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 19, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E41295-P02683-Z71791
E97419-P35420-Z76531 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
STATE STREET CORPORATION
The director Board nominee of Directors in Item recommends 1 and FOR a Items vote FOR 2 and each 3.
Item 1. To elect 11 directors.
Nominees for Director: For Against Abstain For Against Abstain
1a. P. de Saint-Aignan ! ! ! 1j. R. Sergel ! ! ! 1b. M. Chandoha ! ! ! 1k. G. Summe ! ! !
1c. L. Dugle ! ! ! Item 2. To approve an advisory proposal on executive ! ! ! compensation.
1d. A. Fawcett ! ! ! Item 3. To ratify the selection of Ernst & Young LLP as State Street’s ! ! ! independent registered public accounting firm for the year ending December 31, 2020.
1e. W. Freda ! ! !
In their discretion, the proxies are authorized to vote upon such other business 1f. S. Mathew ! ! ! as may properly come before the meeting or any adjournment thereof.
1g. W. Meaney ! ! ! 1h. R. O’Hanley ! ! ! 1i. S. O’Sullivan ! ! !
NOTE: Shareholder - Please sign exactly as your name appears hereon.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 STATE STREET CORPORATION

The Board of Directors recommends a vote FOR each director nominee in Item 1 and FOR Items 2, 3 and 4.

Vote On Directors

Item 1.   To elect 10 directors  

Nominees for Director:

ForAgainstAbstain

1a.   K. Burnes

1b.   P. de Saint-Aignan

1c.   L. Dugle

1d.   A. Fawcett

1e.   W. Freda

1f.   L. Hill

1g.   J. Hooley

1h.   S. O’Sullivan

1i.    R. Sergel

1j.    G. Summe

NOTE: Shareholder - Please sign exactly as your name appears hereon.

Signature [PLEASE SIGN WITHIN BOX]  Date

Vote on Company ProposalsForAgainstAbstain
Item 2.To approve an advisory proposal on executive compensation.
Item 3.To amend the Articles of Organization to implement a majority voting standard for specified corporate actions.
Item 4.To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2018.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

Signature (Joint Owners)Date


LOGO

Dear Shareholder:


We cordially invite you to attend the 20182020 Annual Meeting of Shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36th Floor, Boston, Massachusetts, on Wednesday, May 16, 2018,20, 2020, at 9:00 a.m. Eastern Time.

Due to the current Coronavirus (COVID-19) public health crisis, the Annual Meeting of Shareholders will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/STT2020. Holding the Annual Meeting of Shareholders in person could pose a risk to the health and safety of our shareholders, employees and directors, and as a result, we have decided to hold the Annual Meeting virtually. You will be able to participate, submit questions and vote your shares electronically.
Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying noticeNotice of annual meetingAnnual Meeting and proxy statement.

Proxy Statement.
Your vote is very important. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement and then cast your vote. We urge you to vote regardless of the number of shares held. Please mark, sign, date and promptly mail this proxy card in the return envelope. You may also vote electronically by telephone or over the Internet by following the instructions included with this proxy card. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.


We look forward to seeing you at the annual meeting.Annual Meeting. Your continuing interest in State Street is very much appreciated.

Sincerely,
Joseph L. Hooley
Chairman and Chief Executive Officer

PLEASE NOTE: If you plan to attend the meeting, please allow additional time for registration Sincerely, Ronald P. O’Hanley
Chairman, President and security clearance. You will be asked to present valid picture identification acceptable to our security personnel, such as a driver’s license or passport. Public fee-based parking is available at State Street’s headquarters at One Lincoln Street (entrance from Kingston Street). Other public fee-based parking is available nearby at the Hyatt Hotel (entrance from Avenue de LaFayette).

Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:


The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
Please Note: 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/STT2020. To access such list of registered holders beginning April 10, 2020 and until the meeting, shareholders should email State Street Investor Relations at IR@statestreet.com.
E97420-P35420-Z76531
STATE STREET CORPORATION
Annual Meeting of Shareholders - May 20, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all proxies, hereby appoints Ilene Fiszel-Bieler, Jeremy Kream and Shannon Stanley, or any of them, with full power of substitution, as proxies to vote all shares of common stock of State Street Corporation which the undersigned is entitled to vote at the Annual Meeting of Shareholders of State Street Corporation to be held on May 20, 2020 at 9:00 a.m. Eastern Time, or at any adjournment thereof, as indicated on the reverse side, and in their discretion on any other matters that may properly come before the meeting or any adjournment thereof.
To vote in accordance with the recommendations of the Board of Directors, just sign and date the other side; no boxes need to be checked. The shares represented by this proxy will be voted in accordance with the specification made. If no specification is made, the proxy will be voted FOR the eleven director nominees and FOR Items 2 and 3.

E41296-P02683-Z71791

STATE STREET CORPORATION

Annual Meeting of Shareholders - May 16, 2018

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all proxies, hereby appoints Kevin Brady and Shannon Stanley, or any of them, with full power of substitution, as proxies to vote all shares of common stock of State Street Corporation which the undersigned is entitled to vote at the Annual Meeting of Shareholders of State Street Corporation to be held at One Lincoln Street,Boston, Massachusetts 02111 on May 16, 2018 at 9:00 a.m. Eastern Time, or at any adjournment thereof, as indicated on the reverse side, and in their discretion on any other matters that may properly come before the meeting or any adjournment thereof.

To vote in accordance with the recommendations of the Board of Directors, just sign and date the other side; no boxes need to be checked. The shares represented by this proxy will be voted in accordance with the specification made. If no specification is made, the proxy will be voted FOR the ten director nominees and FOR Items 2, 3 and 4.