UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement            ☐ Confidential,for Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

SVB FINANCIAL GROUP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2023 Annual Meeting
of Stockholders

DATE April 27, 2023 TIME 3:00 PM Pacific Time ACCESS Virtual1 RECORD DATE February 28, 2023

Dear Stockholders:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of SVB Financial Group ("SVB" or the “Company”). Similar to last year, the meeting will be held virtually.

The items of business at this year’s meeting, as more fully described in the Proxy Statement, are as follows:

01	Elect the 12 directors named in the Proxy Statement;
02	Approve the Company's Second Amended and Restated Certificate of Incorporation to update the exculpation provision to align with Delaware law;
03	Vote on an advisory resolution to approve our executive compensation (“Say on Pay”);
04	Vote on an advisory resolution to approve the frequency of future Say on Pay votes ("Say on Frequency");
05	Approve the Company's Amended and Restated 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder;
06	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2023;
07	Vote on a stockholder proposal, if properly presented at the meeting; and
08	Transact such other business as may properly come before the meeting.

1    The meeting will be held solely by means of remote communications at www.virtualshareholdermeeting.com/SIVB2023. You will need your control number to participate, vote or ask questions during the virtual meeting. Your control number can be found on your proxy card, voting instruction form or other notices sent to you. Instructions for participation, voting and asking questions will be available on the meeting website on the meeting date. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares or ask questions during the meeting. Following the meeting, we may post appropriate questions received during the meeting and the Company’s answers on our website.

Your vote is very important. To assure your representation at the meeting, we encourage you to vote your shares as soon as possible. This Notice and the Proxy Statement provide instructions on how you can vote your shares online or by telephone, or if you have received a printed copy of the proxy materials and a proxy card, by mail. You may attend the meeting and vote remotely even if you have previously voted by proxy.

You are entitled to vote at this year’s meeting (or any postponement or adjournment thereof) if you are a stockholder of record at the close of business on February 28, 2023.

Thank you for your continued support of SVB Financial Group.

By Order of the Board of Directors,

/s/ Beverly Kay Matthews
Beverly Kay Matthews
Chair of the Board

Santa Clara, California
March [ ], 2023

Table of Contents

		Page
2023 PERFORMANCE AND PROXY STATEMENT SUMMARY		1
	Annual Meeting and Proxy Statement Information	3
	Board and Company Information	8
COMPANY AND PROXY STATEMENT INFORMATION		9
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		12
	Proposal No. 1 – Election of Directors	12
	Board Governance and Oversight	21
	Board Committees	25
	Compensation for Directors	28
	Corporate Governance Matters	31
	Certain Relationships and Related Transactions	33
	Environmental, Social and Governance (ESG)	34
	Proposal No. 2 – Approval of Second Amended and Restated Certificate of Incorporation	37
EXECUTIVE OFFICERS AND COMPENSATION		39
	Information on Executive Officers	39
	Proposal No. 3 – Advisory Approval of Our Executive Compensation	41
	Proposal No. 4 – Advisory Approval of the Frequency of Say on Pay Vote	42
	Compensation & Human Capital Committee Report	43
	Compensation Discussion and Analysis	44
	Compensation for Named Executive Officers	64
	CEO Pay Ratio	75
	Pay Versus Performance	76
	Proposal No. 5 – Approval of Amended and Restated 2006 Equity Incentive Plan	81
SECURITY OWNERSHIP INFORMATION		91
	Security Ownership of Directors and Executive Officers	91
	Security Ownership of Principal Stockholders	92

INDEPENDENT AUDITOR MATTERS		93
	Proposal No. 6 – Ratification of Appointment of Independent Registered Public Accounting Firm	93
	Principal Audit Fees and Services	93
	Audit Committee Report	94
OTHER PROPOSALS		96
	Proposal No. 7 – Stockholder Proposal	96
MEETING AND OTHER INFORMATION		101
	Information About Voting and Proxy Solicitation	101
	Stockholder Proposals and Director Nominations	105
	Company Documents and Other Matters	106
APPENDICES		A-1
	Appendix A: Second Amended and Restated Certificate of Incorporation	A-1
	Appendix B: Amended and Restated 2006 Equity Incentive Plan	B-1

2022 Performance and Proxy Statement Summary

This summary highlights our 2022 performance, as well as information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should review this entire Proxy Statement, as well as our Annual Report on Form 10-K for the year ended December 31, 2022.

2022 Financials

In 2022, we delivered a healthy year of financial performance despite market challenges. Selected highlights are set forth below:

Return on Equity	Earnings Per Share	Net Income
		Millions

Period-End Assets	Avg. Client Funds	Average Loans
Billions; as of 12/31	Billions	Billions

n Client Investment Funds

n Deposits

SVB 2023 PROXY STATEMENT 1

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

2022 Performance Highlights

We continued to execute on our strategy and vision in 2022. In particular:

	We maintained healthy activity across our client base, despite the impact of challenging market conditions on our growth. We experienced strong loan growth across all categories, with near record Global Funds Banking loan term sheets outstanding at year-end.		We effectively leveraged our flexible liquidity strategy to sustain overall healthy client fund levels, despite balance sheet pressures from declining deposits, elevated client cash burn, and overall market environment challenges.		Due to the continuing success and growth of our UK banking business, we established SVB UK as a standalone, independently-capitalized subsidiary.

	We continued to augment our capabilities at SVB Private and SVB Securities, appointing new leadership* at SVB Private to oversee our go-to-market strategy and our efforts to create a premier private banking and wealth management platform, and continuing to expand and deepen the expertise offered by SVB Securities through key hires.		We hired key leaders, including a new Chief Human Resources Officer to enable us to continue growing our business and developing our workforce with an emphasis on our values, and a new Chief Risk Officer to lead our efforts to build and scale our risk management capabilities through our next phase of growth.		We continued to reinforce and increase our ESG commitment, reporting and disclosures, including by expanding our Access to Innovation platform and announcing an equity audit of Access-related initiatives, donating approximately $20 million through our philanthropic programs, making sustainable finance and carbon-neutral operations commitments and releasing our first formal ESG Report.

	We delivered record core fee income in 2022, reflecting 57% growth year over year.		We maintained solid credit quality, with relatively low net charge-offs and non-performing loans that were within our original guidance range.		We effectively implemented our client acquisition strategy, adding approximately 6,800 new commercial clients during 2022.

*Pending regulatory approval; in December 2022, we announced the appointment of: (i) Erin Platts, our current CEO of Silicon Valley Bank UK and Head of EMEA, to become the President of SVB Private, and (ii) David Sabow, our current Head of Technology and Healthcare Banking, to succeed Ms. Platts.

2 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Annual Meeting Details and Ways to Vote

	DATE April 27, 2023		TIME 3:00 PM Pacific Time		ONLINE At proxyvote.com		BY PHONE At the number included on your proxy card
	ACCESS Virtual Meeting		RECORD DATE February 28, 2023		BY MAIL By returning your proxy card		IN MEETING During the virtual meeting

Recommendations for Voting

Proposals		Board Voting Recommendation	Page
01	Election of 12 directors	FOR each nominee	12
02	Approval of Second Amended and Restated Certificate of Incorporation	FOR	37
03	Advisory vote on executive compensation	FOR	41
04	Advisory vote on frequency of future Say on Pay votes	ANNUAL	42
05	Approval of Amended and Restated 2006 Equity Incentive Plan	FOR	81
06	Ratification of KPMG LLP as auditors for 2023	FOR	93
07	Stockholder proposal	AGAINST	96

SVB 2023 PROXY STATEMENT 3

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Director Nominees (Proposal No. 1)

The Board of Directors recommends a vote "FOR" all nominees.

We are pleased to nominate the following 12 incumbent directors for election.

				Committee Membership*
Name	Age	Year Elected by Stockholders	Other Public Boards	Audit	Compensation & Human Capital	Finance	Governance & Corporate Responsibility	Risk	Technology
Greg Becker, CEO & President	55	2011	—
Beverly Kay Matthews, Board Chair	64	2020	1	X			X	X
Eric Benhamou	67	2005	2			X	C	X
Elizabeth “Busy” Burr	61	2022	2	X					X
Richard Daniels	68	2021	1	X	X			X	C
Alison Davis	61	2021	2	X	X				X
Joel Friedman	75	2005	—			C	X	X
Thomas King	62	—	3		X
Jeffrey Maggioncalda	54	2012	1		X				X
Mary Miller	67	2016	—	C		X		X
Kate Mitchell	64	2010	1			X		C	X
Garen Staglin	78	2012	—		C		X	X

*C denotes committee chair; all memberships are as of the date of this Proxy Statement.

92%	42%	8 yrs	65 yrs
Independent Directors	Women Directors	Average Tenure	Average Age

4 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Second Amended and Restated Certificate of Incorporation (Proposal No. 2)

The Board of Directors recommends a vote "FOR" the approval of our Second Amended and Restated Certificate of Incorporation to update the exculpation provision to align with Delaware law.

Delaware recently amended the Delaware General Corporation Law to allow Delaware corporations to exculpate senior officers for certain fiduciary duty breaches. Our Board is proposing to update the exculpation provision of our Amended and Restated Certificate of Incorporation to align with this change. The Board believes that providing exculpation to senior officers is important to attract and retain executive talent, and to avoid costly and protracted litigation that could distract our senior officers from important operational and strategic matters.

Executive Compensation (Proposal No. 3)

The Board of Directors recommends a vote “FOR” the approval of the compensation of our Named Executive Officers, as disclosed in this Proxy Statement.

Compensation Practice Highlights

•Pay for performance with emphasis on long-term performance

•Competitive benchmarking against peers

•Incentive plans do not encourage excessive risk-taking

•Annual Say on Pay advisory vote

•Independent Board/Compensation Committee oversight

•Recoupment (or clawback) policy

•No hedging or pledging of Company securities

•No excessive executive perks, special executive retirement benefits, pension or SERP plans

Consistent with our Board’s recommendation, we submit an advisory vote to approve our executive compensation (otherwise known as “Say on Pay”) on an annual basis. Accordingly, we are seeking your approval, on an advisory basis, of the compensation of our Named Executive Officers, as further described in the “Compensation Discussion and Analysis” (“CD&A”) section of this Proxy Statement.

The executive compensation decisions made by the Board and Compensation & Human Capital Committee (the "Comp/HC Committee") for 2022 reflected a healthy year of financial performance and business growth despite market challenges. We maintained our core executive compensation program and continued to be guided by our core compensation strategy and objectives, including pay for performance, prudent risk management and talent retention.

SVB 2023 PROXY STATEMENT 5

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Named Executive Officers

For 2022, our named executive officers (“NEOs”) are Mr. Greg Becker, President and Chief Executive Officer; Mr. Dan Beck, Chief Financial Officer; Mr. Michael Descheneaux, President, Silicon Valley Bank; Mr. Philip Cox, Chief Operations Officer; and Mr. Michael Zuckert, General Counsel. Our NEOs for 2022 also include Ms. Laura Izurieta, former Chief Risk Officer, who departed the Company in October 2022 and ceased serving in her role as Chief Risk Officer on April 29, 2022.

For more information about executive compensation program and pay decisions for 2022, please refer to the CD&A section.

Annual "Say on Pay" Frequency (Proposal No. 4)

The Board of Directors recommends an ANNUAL frequency of future "Say on Pay" votes.

Consistent with 2017 (the last time our "Say on Frequency" vote was submitted for stockholder approval), our Board is once again recommending that a Say on Pay advisory vote occur on an annual basis. Our Board values the opinions of our stockholders and believes that an annual advisory vote will allow our stockholders to provide us with their direct input on our executive compensation program for our NEOs each year.

Amended and Restated 2006 Equity Incentive Plan (Proposal No. 5)

The Board of Directors recommends a vote "FOR" the approval of our Amended and Restated 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder.

Our Board has also proposed for stockholder approval the Company's 2006 Equity Incentive Plan, as amended and restated, to reserve an additional 1,500,000 shares of common stock for issuance thereunder. The plan was previously approved by stockholders in 2019, which included the plan's last increase in shares reserved for issuance.

We believe strongly that the increase in shares issuable under the amended plan is essential to our continued success and therefore is in the best interests of the Company and our stockholders. Our employees are our most valuable assets. The Comp/HC Committee believes that grants of stock options, restricted stock units, performance-based restricted stock units and other equity awards under the plan help create long-term equity participation in the Company and thereby assist us in attracting, retaining, motivating and rewarding employees, directors and consultants. We also believe that long-term equity compensation is essential to link executive pay to long-term stockholder value creation.

6 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Independent Auditor Matters (Proposal No. 6)

The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

As a matter of good corporate practice, we are seeking your ratification of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year. If our stockholders do not ratify the selection of KPMG LLP, the Audit Committee may reconsider its selection.

For 2022, the total fees for services provided by KPMG LLP were $12,520,523, of which approximately 95% represented audit and audit-related fees. For more information, see “Independent Auditor Matters.”

Stockholder Proposal (Proposal No. 7)

The Board of Directors Recommends a Vote “AGAINST” this stockholder proposal.

Similar to last year, we received a stockholder proposal regarding a racial equity audit. Despite the proposal not passing last year, we announced in September 2022 an equity audit focused on our Access to Innovation platform, which is currently underway. The audit is being conducted by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with results expected to be published in the third quarter of 2023. This audit is one of our many initiatives underway to carry out our commitment and responsibility to advance diversity, equity and inclusion in the markets within which we operate.

We are committed to creating a more diverse, equitable and inclusive company and advancing racial equity in the innovation ecosystem. Our diversity, equity and inclusion initiatives are thoughtfully and purposefully aligned with our corporate strategy, mission and values. Our mission is clear and our ability to stay focused on that mission is critical for us to maintain momentum. For more information, see the "Environmental, Social and Governance" and "Proposal No. 7: Stockholder Proposal—Company's Statement of Opposition" sections.

We recommend voting against this proposal.

SVB 2023 PROXY STATEMENT 7

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Board and Company Information

Board of Directors Highlights

Composition and Independence

•Separate Board Chair and CEO roles

•All independent directors, except for CEO director

•Independent Board Chair

•Independent chair and members of all Board committees

•No director “overboarding” concerns

•Board and committee ability to hire outside advisors, independent of management

•Representation of diverse mix of skills, experience and backgrounds

Accountability

•Annual election of directors

•Majority voting standard with director resignation policy

•Annual Board and committee evaluations

•Regular executive sessions of non-management directors

•Robust executive and director equity ownership guidelines

•Independent Board evaluation of CEO performance

•Independent Board approval of CEO compensation

•Ongoing director nominee identification and selection process

•Limit on director compensation under equity plan

Corporate Governance Highlights

Stockholder Interests

•Active stockholder engagement practices

•One single voting class

•Proxy access under Bylaws

•Stockholders may act by written consent

•No cumulative voting

•No supermajority voting requirements

•No poison pill

Risk Management

•Board and Risk Committee oversight of risk, supported by other committees

•Separate Board Risk Committee focused on enterprise wide risk management

•Risk management guided by Risk Appetite Statement (overseen by Risk Committee; reviewed and approved by the Board on an annual basis)

8 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Company And Proxy Statement Information

SVB At a Glance

Unparalleled access, connections and insights to increase our clients' probability of success

Leveraging the combined power of our four core businesses to help clients navigate volatile markets

For nearly 40 years, we have helped the world's most innovative companies, their people and investors achieve their ambitious goals. Our capabilities and expertise place SVB at the center of the global innovation economy.

About SVB Financial Group

SVB Financial Group (NASDAQ: SIVB) is the financial partner of the innovation economy, helping individuals, investors and the world's most innovative companies achieve their ambitious goals. SVB Financial Group’s businesses — Silicon Valley Bank, SVB Capital, SVB Private and SVB Securities — together offer the services that dynamic and fast-growing clients require as they grow, including commercial banking, venture investing, wealth planning and investment banking. Headquartered in Santa Clara, California, SVB Financial Group operates in centers of innovation around the world.

Our principal executive offices are located at 3003 Tasman Drive, Santa Clara, California 95054, and our telephone number at that location is (408) 654-7400.

SVB 2023 PROXY STATEMENT 9

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Who We Are

(1) As of January 20, 2023

Who We Bank

Our Corporate Values

We start with empathy for others. We take responsibility. We embrace diverse perspectives. We speak and act with integrity. We keep learning and improving.

Prioritizing Our Investments in 2023

Our 2023 investment focus will be on the following priorities to drive our long-term growth.

*Currently subject to Enhanced Prudential Standards' Category IV requirements and will become subject to Category III or II upon reaching applicable regulatory thresholds.

10 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

General Information About Our Annual Meeting

This Proxy Statement is furnished in connection with the solicitation of proxies by, and on behalf of, the Board of Directors (the “Board”) of the Company to be voted at our 2023 Annual Meeting of Stockholders and any adjournments or postponements of that meeting (the “Annual Meeting”). The Annual Meeting will be held solely by means of remote communications on Thursday, April 27, 2023 at 3:00 p.m., Pacific Time at www.virtualshareholdermeeting.com/SIVB2023. All stockholders will need their control number to participate, vote or ask questions during the virtual meeting. The control number can be found on proxy cards, voting instruction forms or other notices sent to stockholders. Instructions for participation, voting and asking questions will be available on the meeting website on the meeting date. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares or ask questions during the meeting.

All properly executed written proxies and all properly completed proxies submitted by telephone or internet that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

The proxy materials were first sent or made available to stockholders on or about March [ ], 2023.

Record Date

Only stockholders of record as of the close of business on February 28, 2023 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the meeting. At the close of business on the Record Date, there were 59,217,187 shares of our common stock, $0.001 par value (“Common Stock”), outstanding.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 are available electronically at www.svb.com/proxy. The contents of our website are not incorporated herein by reference, and any reference to our website address provided throughout this Proxy Statement is intended to be an inactive textual reference only. See also “Information about Voting and Proxy Solicitation—Delivery of Proxy Materials.”

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, our executive compensation program, and our environmental, social, and governance (“ESG”) goals, commitments, and strategies, including our aspirational diversity and other ESG goals. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties and other important factors that are discussed in our most recently filed Annual Report on Form 10-K. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Part I—Item IA—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

SVB 2023 PROXY STATEMENT 11

Board of Directors and Corporate Governance

01 Proposal One | Election of Directors The Board of Directors recommends a vote "FOR" all nominees.

We are presenting 12 nominees for election as directors this year. All nominees currently serve as directors on our Board and are deemed independent, except for our CEO. If elected, they will serve until our 2024 Annual Meeting, until their successor is duly elected and qualified or until their earlier resignation or removal. We believe our director nominees, individually and together, possess the requisite skills, experience and other attributes to serve the long-term interests of the Company and our stockholders, as well as our other important stakeholders such as employees, clients, suppliers and the communities we serve.

2022 Appointment of New Director

Our Board welcomed one new independent director during 2022. Thomas King was appointed to our Board and our Comp/HC Committee on September 13, 2022. Mr. King was familiar to the Company as a director of Leerink Holdings LLC prior to its acquisition by the Company in 2019, and was also identified as a potential director candidate by a third-party search firm engaged by the Governance & Corporate Responsibility Committee. He brings to the Board significant leadership and global financial services experience, and we look forward to his continued contributions to the Company.

Director Nominations

Board Composition and Director Candidate Criteria

The Governance & Corporate Responsibility Committee ("Governance/CR Committee") is responsible for identifying and recommending director candidates to the Board for nomination.

The Governance/CR Committee seeks candidates who will diversify and complement the Board's existing skills and experience in areas that are critical to the oversight of the Company's business and strategy. These areas include the financial services, client and other regulated industries; strategic planning; audit/financial reporting; human capital management; risk management and controls; technology; leadership of large, complex organizations; public company governance; international business; mergers and acquisitions; cybersecurity/information security; and ESG. The Governance/CR Committee also considers key attributes such as critical and innovative thinking; sound business judgment; high ethical standards; collegial spirit; ability to debate and challenge constructively; and availability and commitment to serve.

In addition, the Governance/CR Committee seeks representation that reflects diversity in other important categories, including gender, age, and race/ethnicity, as well veteran status, sexual orientation and geography.

Identification, Selection and Nomination

Identification of possible director candidates that possess the appropriate skills, qualifications, backgrounds and the desire to serve on a financial services public company board is a lengthy process. As such and as an ongoing matter, the Governance/CR Committee discusses recruiting strategies and actively considers and evaluates potential director candidates, whether or not there is an immediate vacancy on the Board to fill. The Governance/CR Committee regularly reviews the composition of the existing

12 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Board to support the development of criteria for potential candidates. From time to time, the Governance/CR Committee engages reputable third-party search firms to assist with identifying and evaluating potential candidates. The Governance/CR Committee has no formal policy with regard to stockholder nominees and considers all nominees on their merits. The Governance/CR Committee also regularly reports to, and discusses its director recruitment efforts with, the full Board. Potential nominees meet with members of the Governance/CR Committee (including the Board Chair), other members of the Board and the Chief Executive Officer, and then are considered for appointment by the full Board.

Board Refreshment

The Governance/CR Committee routinely assesses the tenure of our directors and discusses Board refreshment planning as appropriate. It aims to achieve an appropriate balance between the institutional knowledge of longer-serving directors and the fresh perspectives of newer directors. Over the past five years, six directors have stepped off the Board and five directors have joined.

Our Director Nominees

Our director nominees are seasoned leaders and professionals that represent a diverse mix of skills, experience, knowledge, backgrounds, attributes and perspectives relevant to the Company’s business, strategy, growth and risk profile.

Director Nominee Highlights

Skills and Experience

While the Governance/CR Committee has not formally established any minimum qualifications for director nominees, it considers and assesses a broad range of skills and experience. The below graphic reflects some of the primary areas considered, as well as the number of director nominees with experience in those areas.

Financial Services Experience	Capital Markets/Investment Banking
	Global Commercial Banking
	Private Bank/Wealth Management
1
Client Industry Experience	Tech Sector
	Venture Capital/Private Equity
	Fintech
	Life Sciences/Healthcare
1
Relevant Business Experience	Strategic Planning
	Audit/Financial Reporting
	Human Capital Management
	Risk Management & Controls
	Technology
	Leader of Large, Complex Organization
	Public Company Governance
	International Business
	Mergers & Acquisitions
	Regulated Industries
	Cybersecurity/Information Security
	ESG

SVB 2023 PROXY STATEMENT 13

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Diverse Backgrounds and Perspectives

One of our Company values is that we embrace diverse perspectives. We believe different points of view brought through diverse representation lead to better business performance, decision making and understanding of the needs of our diverse clients, employees, stockholders, business partners and other stakeholders. This applies equally to our Board. The Governance/CR Committee has a standing commitment to being intentional about seeking and including diverse candidates in its director recruitment efforts to achieve the optimal balance for the Board.

Tenure Gender Age Other Diversity* Independence

l	11+ years	l	Male	l	70s	l	Black	l	Independent
l	6 to 10 years	l	Female	l	60s	l	Veteran	l	CEO
l	5 or less years			l	50s	l	LGBTQ+

*One director is both Black and a Veteran.

Board Diversity Matrix (as of March [ ], 2023)*
Total Number of Directors	12
Part I: Gender Identity	Female	Male
Directors	5	7
Part II: Demographic Background
African American or Black	—	1
White	5	6
LGBTQ+	1	—

*Per Nasdaq’s board diversity requirements; inapplicable categories omitted.

14 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Biographies of Director Nominees

The biographies of each of our director nominees are set forth below:

Greg Becker President and Chief Executive Officer of SVB Financial Group Age: 55 Director Since: 2011 Independent: No	Mr. Becker was appointed the President and Chief Executive Officer of the Company in April 2011. He first joined the Company in 1993 as part of the Northern California Technology Division and since then has served in a number of executive and senior management roles, including Division Manager of Venture Capital, Chief Banking Officer, Chief Operating Officer and President of the Bank. Mr. Becker has also served as a director of the Bay Area Council, as well as on the U.S. Department of Commerce’s Digital Economy Board of Advisors and the Board of Trustees of the Leukemia & Lymphoma Society (Silicon Valley/Monterey Bay Area).
	Other Directorships and Positions Current •Executive Council Member, Silicon Valley Leadership Group (since 2011; Chair 2015-2017) •Chair, TechNet Executive Council (since 2019; member since 2016) •Class A Director, Federal Reserve Bank of San Francisco (since 2019) •Guiding Council Member, One Mind at Work (since 2021)	Education •Bachelor’s degree in Business from Indiana University Director Qualification Highlights •Strong leadership experience, having served as President and CEO of the Company since 2011 •Expertise as a champion of the innovation economy through various positions at the Company since joining in 1993 as a banker to technology companies

Eric Benhamou Founder and General Partner of Benhamou Global Ventures Age: 67 Director Since: 2005 Committees: Governance & Corporate Responsibility (Chair), Finance, Risk Independent: Yes	Mr. Benhamou is Founder and General Partner of Benhamou Global Ventures, LLC, an investment firm focused on innovative high-tech companies around the world, which he founded in 2003. He also sits on the boards of various public and private technology companies and various educational and philanthropic organizations. His former roles include CEO of 3Com Corporation and Palm, Inc.
	Other Directorships and Positions Current •CEO and Director, Enterprise 4.0 Technology Acquisition Corp. (since 2021) (role expected to end in April 2023)* •Director, Grid Dynamics Holdings, Inc. (since 2020)* •Director of various private companies, including Evinced, Inc. (since 2021), Secret Double Octopus (since 2020), 6d Bytes, Inc. (since 2017), Virtana Instruments Corporation (since 2016), Israel Venture Network (since 2000) •Advisory Board Member, Hyundai Motor Company, an automotive manufacturer (since 2018)	Education •Engineering degree from l’École Nationale Supérieure d’Arts et Métiers in Paris, France •Master’s degree in Science from the School of Engineering at Stanford University Director Qualification Highlights •Strong strategic, leadership and operational experience in global capital markets, having served as CEO of 3Com and Palm •Venture capital expertise through leading Benhamou Global Ventures

*Indicates current public company directorship

SVB 2023 PROXY STATEMENT 15

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Elizabeth "Busy" Burr Former President and Chief Commercial Officer of Carrot, Inc. Age: 61 Director Since: 2021 Committees: Audit, Technology Independent: Yes	Ms. Burr is the former President and Chief Commercial Officer of Carrot, Inc. a B2B2C digital health company where she built the go-to market strategy and team including sales, marketing, communications, financial planning, account management, business development and partnerships. In 2023, the Board of Rite Aid Corporation appointed Ms. Burr as interim CEO while it conducts a search for a permanent CEO. Ms. Burr previously served in various executive management roles at Humana Inc., Citi Ventures, Morgan Stanley, Credit Suisse First Boston and Gap, Inc.
	Other Directorships and Positions Current •Interim CEO and Director, Rite Aid Corporation (director since 2019; interim CEO since 2023)* •Director, Mr. Cooper Group (since 2019)* •Director, Satellite Healthcare (since 2018) Former •Board Observer, Omada Health, Aspire Health, Livongo Health (2016-2018) •Advisory Council Member, Smith College (2008-2014) •Director, Summit Prep Public Charter School (2010-2013)	Education •Bachelor’s degree in Economics from Smith College •Master’s degree in Business Administration from Stanford University Director Qualification Highlights •Strong customer experience and business growth strategy expertise, having served as Chief Innovation Officer of Humana, President of Carrot and in various other executive management roles •In-depth experience in marketing, innovation and digital transformation in the financial services industry through various executive positions at Citigroup, Morgan Stanley and Credit Suisse

Richard Daniels Former Executive Vice President and Chief Information Officer of Kaiser Permanente Age: 68 Director Since: 2020 Committees: Technology (Chair), Audit, Compensation & Human Capital, Risk Independent: Yes	Mr. Daniels retired from Kaiser Permanente, a nonprofit integrated managed care consortium, in 2020, where he served as Executive Vice President and Chief Information Officer. During his 12 years at Kaiser Permanente, he held a number of leadership positions, including Senior Vice President for both Enterprise Shared Services and Business Information. Other previous roles include a variety of management positions at Capital One Financial Corporation, JPMorgan Chase & Co., NetServ, Inc. and DataPoint Corporation.
	Other Directorships and Positions Current •Director, Fastly, Inc. (since 2021)* •Director, CSAA Insurance Exchange (since 2020) •Director, Parkland Center for Clinical Innovation (since 2017)	Education •Bachelor’s degree in business management, Texas State University-San Marcos Director Qualification Highlights •Extensive information technology (including cybersecurity) leadership experience, having spent 12 years in various roles at Kaiser Permanente, most recently as Chief Information Officer and prior leadership roles in technology •Deep leadership experience through his roles at Kaiser Permanente, Capital One, JPMorgan Chase and DataPoint

*Indicates current public company directorship

16 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Alison Davis Managing Partner and Co-Founder of Blockchain Coinvestors Age: 61 Director Since: 2020 Committees: Audit, Compensation & Human Capital, Technology Independent: Yes	Ms. Davis is Managing Partner and Co-Founder of Blockchain Coinvestors, a blockchain venture investor and fund of funds. Ms. Davis has held a variety of key management positions in the finance and venture capital industries, including at Belvedere Capital Partners, Inc., Barclays Global Investors, A.T. Kearney and McKinsey & Company.
	Other Directorships and Positions Current •Director, Janus Henderson Group PLC (since 2021)* •Director, Fiserv (since 2014)* •Director of various private companies, including Pacaso (since 2021) and Collibra (since 2019) •Director of various organizations, including Renaissance Entrepreneurship Center (Chair since 2023; director since 2009), NACD Northern California Chapter (since 2022) and Cambridge in America (since 2021) Former •Director, Ooma (2014-2020) •Director, Royal Bank of Scotland Group plc (2011-2020) •Director, Unisys Corporation (2011-2018)	Education •Bachelor’s degree in Economics from Cambridge University •Master’s degree in Economics from Cambridge University •Master’s degree in Business Administration from Stanford University Director Qualification Highlights •Broad finance and management expertise, having served in a variety of key management positions within the finance and venture capital industries, as well as in her current role as Co-Founder of Blockchain Coinvestors •Abundant experience as a director of numerous public and private companies, including for financial services companies

Joel Friedman Former President (Business Process Outsourcing), Accenture Age: 75 Director Since: 2004 Committees: Finance (Chair), Governance & Corporate Responsibility, Risk Independent: Yes	Mr. Friedman retired in 2005 from Accenture PLC, a public company global management-consulting firm, where he held the position of President of the Business Process Outsourcing organization. Over the course of his 34-year career with Accenture, Mr. Friedman held a variety of senior leadership roles including Managing Partner, Banking and Capital Markets, Managing General Partner, Accenture Technology Ventures; and Founder, Accenture strategy consulting practice. He has also served as director on various companies and organizations, including Neustar, Inc., FTV Capital, Endeca Technologies, EXL Services (advisory director), Junior Achievement of Northern California, Accenture, Seisent, Inc. and Calico Commerce, Inc.
	Other Directorships and Positions Current •Director, Arrow/Cloudstore (since 2023) •Director, AbilityPath Housing (since 2021) and Advisory Director, AbilityPath (since 2013) •Advisory Director, Stanford Institute for Economic Policy Research (since 2019) •Member, Financial Advisory Committee, Town of Hillsborough, CA (since 2018) Former •Advisory Director, Currency Capital, a financial services company (2018-2020)	Education •Bachelor’s degree in Economics from Yale University •Master’s degree in Business Administration from Stanford University Director Qualification Highlights •Extensive leadership experience in the banking and venture capital industries, having served as President, Managing Partner, Managing General Partner and Founder of Accenture's strategy consulting practice •Career-long experience with corporate finance and capital markets

*Indicates current public company directorship

SVB 2023 PROXY STATEMENT 17

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Thomas King Former Chief Executive Officer of Investment Banking at Barclays PLC Age: 62 Director Since: 2022 Committees: Compensation & Human Capital Independent: Yes	Mr. King is the former Chief Executive Officer of Investment Banking at Barclays PLC, a financial services company, where he oversaw the banking and markets businesses and also served as the Chair of the Investment Banking Executive Committee and a member of the Barclays Group Executive Committee. Mr. King previously held several senior positions at Citigroup, including Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA Region and Head of Corporate and Investment Banking for the EMEA Region. He is currently an Operating Partner at Atlas Merchant Capital LLC, a global investment firm.
	Other Directorships and Positions Current •Director, Clear Channel Outdoor Holdings, Inc. (since 2019)* •Director, Radius Global Infrastructure, Inc. (since 2020)* •Director, Concord Acquisition Corp III (since 2021)* •Trustee, King School, (since 2017; Chair since 2019) Former •Concord Acquisition Corp I (2020-2023) •Concord Acquisition Corp II (2021-2022) •Director, Leerink Holdings LLC (2017-2019 (acquired by the Company in 2019))	Education •Bachelor’s degree in Economics from Bowdoin College •Master’s degree in Business Administration from the Wharton School, University of Pennsylvania Director Qualification Highlights •Expertise in the financial services industry, including investment banking, markets and corporate banking, through 35 years of banking experience •Broad leadership experience, including as CEO of Investment Banking at Barclays

Jeffrey Maggioncalda Chief Executive Officer of Coursera Age: 54 Director Since: 2012 Committees: Compensation & Human Capital, Technology Independent: Yes	Mr. Maggioncalda is currently the Chief Executive Officer of Coursera, Inc., an online education company, and also serves on Coursera’s board of directors. He previously served as the founding Chief Executive Officer and director of Financial Engines, Inc., a public independent investment advisory firm. Subsequent to his tenure at Financial Engines, Mr. Maggioncalda served as a senior advisor to McKinsey & Company, a global management-consulting firm.
	Other Directorships and Positions Current •CEO and Director, Coursera (since 2017)* Former •CEO and Director, Financial Engines (CEO 1996-2014; director 2011-2014) •Director, Affinity Circles (2012) •Senior Advisor, McKinsey & Co. (2017) •Summer Associate, McKInsey & Co. (1995) •Associate, Cornerstone Research (1991-1994)	Education •Bachelor’s degree in Economics and English from Stanford University •Master’s degree in Business Administration from Stanford University Director Qualification Highlights •Strong management and consulting experience in investment advisory and financial services, having served as CEO and Founder of Financial Engines as well as a Senior Advisor to McKinsey & Co. •Executive leadership experience, including as CEO of Coursera and Financial Engines

*Indicates current public company directorship

18 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Beverly Kay Matthews Former Vice Chair of the Americas Executive Board, Ernst & Young Age: 64 Board Chair Since: 2022 Director Since: 2019 Committees: Audit, Governance & Corporate Responsibility, Risk Independent: Yes	Ms. Matthews is our current Board Chair, and subject to her election, she is expected to continue to serve as our Board Chair during the 2023-2024 director term. Ms. Matthews retired from Ernst & Young LLP (“E&Y”), a multinational professional services firm, in 2019, where she served as Vice Chair of the Americas Executive Board, a member of the Global Practice Group and the Managing Partner of the West Region. During her 36 years at E&Y, she held a variety of leadership positions, including Senior Advisory Partner for key clients in the technology and transportation sectors, and Member of the U.S. Partner/Principal Matters Committee.
	Other Directorships and Positions Current •Director, Main Street Capital Corporation (since 2020)* •Advisory Council Member, Texas Tech University, Rawls College of Business (since 2020) Former •Director, Coherent Inc. (2019-2022) •Member, Global Practice Group, E&Y (2008-2019) •Other key positions, including Americas Assurance and Advisory Chief Operating Officer and Managing Partner, E&Y (1983-2008)	Education •Bachelor’s degree in Accounting from Texas Tech University Director Qualification Highlights •Broad experience within the technology and venture capital/private equity sectors, having served as a Vice Chair of E&Y and working as a Senior Advisory Partner for key clients within the technology, healthcare and biotech fields •Career-long finance, accounting and auditing experience as an independent auditor

Mary Miller Former Under Secretary for Domestic Finance, U.S. Department of Treasury Age: 67 Director Since: 2015 Committees: Audit (Chair), Finance, Risk Independent: Yes	Ms. Miller is the former Under Secretary for Domestic Finance for the U.S. Department of the Treasury (“U.S. Treasury”), a position that she held following her confirmation by the U.S. Senate from March 2012 to September 2014. Ms. Miller also served as Assistant Secretary of the Treasury for Financial Markets from February 2010 to March 2012. Prior to joining the U.S. Treasury, Ms. Miller led the Fixed Income Division for T. Rowe Price Group, Inc., her employer of 26 years.
	Other Directorships and Positions Current •Director, The Jeffrey Company, a private investment management company (since 2016) •Director/Trustee of various organizations, including Johns Hopkins University (since 2022), T. Rowe Price Program for Charitable Giving (since 2021), the Urban Institute (since 2015) and Baltimore Neighborhood Impact Investment Fund (since 2018) •Member, The Bretton Woods Committee (since 2022) Former •Director, ICE Benchmark Administration, a unit of the Intercontinental Exchange (2014-2018)	Education •Bachelor’s degree in Government from Cornell University •Master’s degree in City and Regional Planning, University of North Carolina at Chapel Hill •Chartered Financial Analyst (CFA) Director Qualification Highlights •Distinguished government and finance experience, having served in key positions within the U.S. Department of the Treasury and as a leader in the Fixed Income Division of T. Rowe Price Group •In-depth experience in financial markets and the investment advisory industry

*Indicates current public company directorship

SVB 2023 PROXY STATEMENT 19

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Kate Mitchell Partner and Co-Founder of Scale Venture Partners Age: 64 Director Since: 2010 Committees: Risk (Chair), Finance, Technology Independent: Yes	Ms. Mitchell is a Partner and Co-Founder of Scale Venture Partners, a venture capital firm that invests in enterprise software companies, and has been instrumental in building the firm’s team and strategic direction. She has held various directorships and other senior management positions throughout her career. Prior to founding Scale, Ms. Mitchell spent 20 years in various leadership positions at Bank of America in technology, finance and operations.
	Other Directorships and Positions Current •Director, Fortive Corporation (since 2016)* •Director/Member of various organizations, including Venture Forward (since 2019), Silicon Valley Community Foundation (Chair of Finance and IT Committee, since 2016), GP Advisory Council of the Institutional Limited Partners Association (since 2016), Private Equity Women Investor Network (Vice Chair since 2010) •Steering Committee Member, IADEI (Institutional Allocators for Diversity Equity & Inclusion) (since 2022; advisor 2021-2022)	Education •Bachelor’s degree in Political Science from Stanford University •Master’s degree in Business Administration from Golden Gate University Director Qualification Highlights •Extensive knowledge of the venture capital industry, having served as Partner and Co-Founder of Scale Venture Partners •Financial industry expertise, having spent 20 years in various leadership roles at Bank of America

Garen Staglin Founder and Proprietor of Staglin Family Vineyard Age: 78 Director Since: 2011 Committees: Compensation & Human Capital (Chair), Governance & Corporate Responsibility, Risk Independent: Yes	Mr. Staglin is the founder and proprietor of Staglin Family Vineyard, founded in 1985 in the Rutherford region of Napa Valley. Over the past 40 years, Mr. Staglin has also held a variety of positions in the financial services and insurance industries, as well as directorships of various public and private companies. He was also the Founder and President of Bring Change 2 Mind, a nonprofit organization dedicated to addressing mental illness.
	Other Directorships and Positions Current •Chair and Co-Founder, One Mind (since 1995) •Co-Chair, Healthy Brains Global Initiative (since 2022) •Vice Chair, Profit Velocity Solutions (since 2007) •Advisory Director, FTV Capital (since 2004) Former •Chair, ExlService Holdings, Inc. (2014-2021; Director 2005-2022) •Director and Founder, Solera, Inc. (2005-2011) •Director, First Data Corporation (1992-2003) •Director of various other public and private companies, including, NVoicePay, Inc. (2010-2019), Freerun Technologies (2003-2014), Bottomline Technologies (2007-2012), QRS Corporation (1991-2001) and CyberCash, Inc. (1996-2000)	Education •Bachelor’s degree in Engineering–Electrical and Nuclear from the University of California, Los Angeles •Master’s degree in Business Administration, Finance and Systems Analysis from Stanford University Director Qualification Highlights •Extensive experience in financial services, particularly transaction and payment processing, having served on the boards of Profit Velocity Solutions and ExlService Holdings •Deep experience in the premium wine industry as founder and proprietor of Staglin Family Vineyard

*Indicates current public company directorship

Our Board of Directors recommends that stockholders vote “FOR” all nominees.

20 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Board Governance and Oversight

Board Effectiveness

The Board routinely assesses and evaluates its effectiveness through its own evaluations or from time to time, by engaging outside advisors to stay apprised of leading oversight and governance practices. In 2022, the Board, in consultation with outside advisors, conducted an extensive effectiveness review to identify and consider potential enhancements to our Board and corporate governance practices. In particular, as a result of the review, the Board implemented changes to its Board committee structure and oversight practices in alignment with the Company's business and growth. Among other changes, the Board discontinued its Credit Committee and added a new Technology Committee. See "Board Committees" below.

Board Independence and Leadership

The Board has determined that, with the exception of Mr. Becker, our President and CEO, all of our current directors are “independent” within the meaning of the director independence standards set by The NASDAQ Stock Market LLC (“NASDAQ”) and the Securities Exchange Commission (the “SEC”).

Separate Chair and CEO Roles; Independent Chairs

Our Board Chair and CEO roles are separate. The Board has determined that it is in the best interests of the Company to continue to maintain these positions separately. We continue to believe that having an outside, independent director serve as chair is the most appropriate leadership structure for the Board at this time, as it enhances the Board’s independent oversight of management and strategic planning, reinforces the Board’s ability to exercise its independent judgment to represent stockholder interests and strengthens the objectivity and integrity of the Board. Moreover, we believe an independent chair can more effectively lead the Board in objectively evaluating the performance of management, including the CEO, and guide the Board through appropriate governance processes. The Board may modify the structure as it deems appropriate given the specific circumstances then facing the Company.

The Board has determined that Ms. Matthews, our current Chair of the Board, is independent within the meaning of the director independence standards described above. In addition, all chairs of our six standing committees are independent. For more information about our committees, see "Board Committees" below.

Board Oversight of Strategy and Risk

The Board is actively engaged in overseeing and guiding, and challenging as needed, management in the development and execution of the Company’s strategy plan. Each year, the Board conducts an annual in-depth, multi-day session to advise and discuss with management our strategic and growth plans and review our overall business. Discussion topics may include the Company’s purpose, vision, mission and values; line of business strategies; financial outlook; new or expanded products, services or business activities; client experience and satisfaction; market share; global expansion; competition; economic and market environment and industry trends; business transformation or strategic initiatives; human capital management; business and strategy risk management assessment; and regulatory environment. The Board approves the Company’s strategic plan on at least an annual basis. On an ongoing basis throughout the year, the Board routinely reviews management's progress against the plan, as well as our corporate strategic priorities and "objectives and key results" ("OKRs") goals.

The Board oversees the Company’s management of the most significant enterprise-wide risks. Risk management is carefully considered by the Board in its oversight of the Company's strategy and business, including financial, reputational, regulatory, legal and compliance implications. The Board oversees risk management directly, as well as through its other committees, particularly the Risk Committee.

The Risk Committee of the Board oversees the Company’s enterprise-wide risk management, in coordination with and support from the other committees, where appropriate. The Risk Committee has primary oversight responsibility of the Company’s

SVB 2023 PROXY STATEMENT 21

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

enterprise-wide risk management framework (including the oversight of risk management policies) and risk governance and culture, and the monitoring of the Company’s risk profile and emerging risks. The Company's Risk Appetite Statement, which sets forth the tolerance levels with respect to the amount and types of key risks underlying the Company's business, is primarily overseen by the Risk Committee and approved on at least an annual basis by the Board. The Risk Committee has primary oversight of the Company's risk management across all major risk categories, including liquidity, credit, market, operational, compliance, strategic and reputational risk. Moreover, the Risk Committee oversees our capital management, including our Capital Plan (in coordination with the Board). The Chief Risk Officer of the Company reports directly to the Risk Committee, as well as, on an administrative basis, to the Chief Executive Officer.

The other committees of the Board also provide oversight over risk management relating to their respective areas of responsibilities, in coordination with the Risk Committee where appropriate. The Audit Committee oversees risk management relating to financial reporting, legal and compliance. The Comp/HC Committee oversees risk management relating to human capital management and compensation programs, which are designed to hold management accountable and to avoid incenting imprudent risk-taking. The Governance Committee oversees risk management relating to Board governance, CEO succession and the Company's corporate responsibilities, including ESG strategy. The Technology Committee provides supporting oversight of technology-related risks to the Risk Committee.

Risk & Controls

Under the Board and committee oversight outlined above, we are focused on, and continually invest in, our risk management and control environment. Our business teams, supported by our risk, compliance, legal, finance and internal audit functions, work together to identify and manage risks applicable to our business, as well as to enhance our control environment. Particular areas of focus include, among other areas, financial reporting, data management, privacy, bank regulatory requirements, and as further discussed below, cybersecurity.

Cybersecurity

Like other financial institutions, we are susceptible to information security breaches and cybersecurity-related incidents. We are committed to protecting and continually enhancing the security of our systems, networks and general technology environment. We have established a Security Program, which includes appropriate security risk assessments, security monitoring, incident response, policies, operating standards, global regulatory compliance and employee training. All employees are required to complete annual training on the following topics: information security, privacy, cybersecurity best practices (e.g., social engineering, incident reporting, managing third-party relationships), identity and access management, physical security and remote work best practices (e.g., mobile security).

We continually invest in enhancing our preventive and defensive capabilities in line with globally recognized information security standards, maintaining appropriate information security risk insurance policies, and implementing other measures to mitigate potential threats and losses, where possible. For example, we have invested in additional precautionary measures to mitigate cybersecurity risks resulting from our remote work environment, which we initiated in response to COVID-19. The Board is actively engaged in oversight of our cybersecurity practices, with the Risk Committee having primary oversight responsibility, leveraging the expertise of the Technology Committee. The Risk Committee reviews and approves the Security Program on an annual basis, as well as receives management updates about information security matters on at least a quarterly basis. These management updates cover: external cybersecurity hot topics and notable events, current and emerging threats, cybersecurity program achievements and progress of key initiatives, key performance indicators, key risk indicators and notable internal events. In addition, the Risk Committee oversees and receives reporting on cybersecurity risk within the broader operational risk category, with the Board and Technology and Audit Committees receiving prompt reporting and updates on significant cybersecurity-related incidents, as appropriate.

22 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Board Oversight of CEO and Executives

Annual CEO and Executive Performance Evaluations

The independent members of the Board evaluate the performance of our CEO on at least an annual basis. Each year, the Governance/CR Committee approves a process to solicit feedback from each individual non-CEO director. Our Chair of the Board, together with the Chairs of the Governance/CR and Comp/HC Committees, lead discussions with the Board (without the CEO present) to evaluate the CEO’s performance. Performance is evaluated generally and against predetermined annual goals, which are developed in coordination with, and approved by, the Board. The results of the performance evaluation serve as the basis for determining compensation for the CEO.

The Comp/HC Committee also reviews the performance of our other non-CEO executives on at least an annual basis, working closely with the Risk Committee and the Audit Committee for the Chief Risk Officer and Chief Auditor, respectively. Similar to our CEO, our executives are evaluated generally and against predetermined annual goals, which are developed in coordination with, and approved by, the Comp/HC Committee and the Risk Committee and Audit Committee for the Chief Risk Officer and Chief Auditor, respectively. The results of these performance evaluations are then utilized in the determination and approval of our executives' compensation. The CEO provides input on executive goals and compensation, as appropriate.

CEO and Executive Succession Planning

The Board is responsible for the Company’s long-term and contingency plans for CEO and executive succession, and as a matter of good governance, the plan and process is routinely reviewed. These efforts may involve seeking input from our current CEO and our Chief Human Resources Officer, as well as external advisors, to the extent the Board deems appropriate. Succession plans are generally reviewed and discussed by the Board, typically on an annual basis. The Governance/CR Committee provides oversight support to the Board with respect to the CEO succession planning process, and the Comp/HC Committee provides similar oversight support with respect to succession and development planning for our other executives.

Meeting Attendance

Board and Committee Meetings
Total Number of Board and Committee Meetings: 86
Board	10	Governance & Corporate Responsibility Committee	11
Audit Committee	16	Risk Committee	18
Compensation & Human Capital Committee	11	Technology Committee (formed in April 2022)	6
Finance Committee	12	Credit Committee (discontinued in April 2022)	2

The Board and its standing committees held a total of 86 meetings during 2022. The Board itself held 10 meetings during the year, including a two-day annual session focused on strategic planning and risk review. Each director attended in person or by teleconference 75% or more of the total number of meetings of the Board and the committees on which he or she served during 2022.

It is the Board’s policy that each director employs his or her best efforts to attend our annual stockholder meetings. All 11 of our incumbent Board members who were Board members at the time of our 2022 Annual Meeting of Stockholders attended virtually.

SVB 2023 PROXY STATEMENT 23

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Executive/Closed Sessions

The Company's directors meet in regularly scheduled closed sessions with members of management, including with representatives of independent risk management and internal audit functions, as well as with external advisors and regulators. In addition, the Company’s independent directors meet in regularly scheduled executive sessions without management.

Director Matters

Annual Board Evaluations

The Board assesses its performance and effectiveness on an annual basis. The evaluation process is determined by the Governance/CR Committee, and typically involves an outside advisor and includes a review of how certain attributes affect Board and/or individual director effectiveness, such as Board size, committee structure, meeting frequency, quality and timing of information provided to the Board, director communication, director education, director skills and qualifications, director independence and overall performance. In recent years, the Board has conducted an annual evaluation process that involves both a one-on-one interview with each director conducted by an outside advisor to solicit feedback, as well as written surveys.

Led by the Chairs of the Board and Governance/CR Committee, the results of the evaluation are reviewed and discussed by the Board. The Governance/CR Committee also oversees the annual process to evaluate the performance and effectiveness of each of the Board’s committees. See “Board Committees—Committee Governance” below.

Director Education and Orientation

The Board believes that director education is foundational to effective Board oversight of large, complex organizations like the Company that operate in dynamic business and regulatory environments. Accordingly, the Company's Director Education Program, which is overseen by the Governance/CR Committee, includes new director orientation and continuing education on matters pertinent to service on the Board.

New director orientation involves one-on-one meetings and informational sessions with members of the Board and executive/senior management, which cover our business, strategy, operations, risk management and governance. New directors typically join at least one Board committee upon joining the Board and are also invited to participate as a guest director at the meetings of the other Board committees. In addition, new directors receive a fulsome package of written orientation and education materials to help familiarize them to the Company and Board.

The Director Education Program also emphasizes the importance of continuing education for all directors. Presentations on relevant education topics are provided internally by management or outside speakers in accordance with an annual plan. Topics are developed with the aim of keeping directors apprised of the business and regulatory environment in which the Company operates, including regulatory requirements and expectations; the Company's business and client industries, including new areas of business; expectations and market practices of large financial institutions or public company boards; emerging/trending topics; and foundational education on the Company's core programs and processes. Directors also participate in external education programs, conferences and seminars and engage in independent study and outside reading. Individual directors who are Board or committee chairs or who have specialized areas of expertise are strongly encouraged to participate in additional education relevant to those roles. The Governance/CR Committee monitors, and receives regular reporting on, director education.

In 2022, directors received training on various topics, including, among other areas, emerging trends in various oversight areas, risk management topics, ESG, cybersecurity, fair lending and BSA/OFAC/financial crimes.

Outside Directorships

We encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation and effectiveness on these boards. Directors are asked to report all directorships, including advisory positions, to the Governance/CR Committee. Directorships on another public company board must be reviewed in advance prior to acceptance by the Governance/CR Committee.

24 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Board Committees

Our Board committee structure is designed to help the Board carry out its responsibilities in an effective and efficient manner. While the Board may form from time to time ad hoc or other special purpose committees, there are currently six standing Board committees: Audit, Compensation & Human Capital, Finance, Governance & Corporate Responsibility, Risk and Technology.

In 2022, as part of its effectiveness review, the Board made changes to enhance its structure and oversight practices in alignment with the Company's business and growth. Key changes included:

•Added a new Technology Committee

•Enhanced and aligned enterprise risk oversight responsibilities under the Risk Committee

•Emphasized the Governance/CR Committee's oversight role over the Company's corporate responsibilities, including ESG, philanthropy and community benefits (and renamed the committee)

•Emphasized the Comp/HC Committee's oversight role over the Company's human capital management (and renamed the committee)

•Discontinued the Credit Committee

In its ongoing effort to enhance its committee structure, the Board is also planning to discontinue and sunset its Finance Committee in April 2023.

Committee Chairs/Membership, Responsibilities and Meetings

All chairs of our six standing committees are independent and appointed annually by the Board of Directors. Each chair presides over committee meetings; oversees meeting agendas; serves as liaison between the committee members and the Board, as well as between committee members and management; and works actively and closely with executive and senior management on all committee matters, as appropriate. Each committee meets regularly, at least on a quarterly basis. The committees, typically through their committee chairs, routinely report their actions to, and discuss their recommendations with, the full Board. In addition, certain committees periodically hold extended meetings dedicated to discussing key strategic matters or other business items that are relevant or subject to the committee’s oversight responsibilities on a more in-depth basis.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

The names of the current members (chairs’ names in bold)* and highlights of some of the key oversight responsibilities of the Board Committees are set forth below:

Audit Committee •Integrity of our financial statements, including internal controls over financial reporting. •Independent auditor of the Company. •Internal audit function. •Ethical compliance. •Regulatory compliance function of the Company, including financial crimes risk management. •Other key areas: litigation and regulatory enforcement matters.	Compensation & Human Capital Committee •Compensation strategies, plans, policies and programs. •Director compensation. •Human capital management, including internal diversity, equity and inclusion ("DEI"), leadership development and talent management. •Executive succession planning (excluding CEO).	Finance Committee •Financial and balance sheet strategies, and treasury management. •Annual budget of the Company, and recommendation to the Board for approval. •Material corporate development matters that may result in a significant financial impact, as delegated by the Board.
Members: Mary Miller, Elizabeth "Busy" Burr, Richard Daniels, Alison Davis and Beverly Kay Matthews	Members: Garen Staglin, Richard Daniels, Alison Davis, Tom King and Jeffrey Maggioncalda	Members: Joel Friedman, Eric Benhamou, Mary Miller and Kate Mitchell

Governance & Corporate Responsibility Committee •Corporate governance and Board practices. •Nomination of director candidates. •Annual performance evaluation processes of our Board and its committees and the CEO. •ESG strategy and program, external DEI activities, philanthropy, community benefits and other corporate responsibility efforts.	Risk Committee •Enterprise-wide risk management policies of the Company. •Operation of our enterprise-wide risk management framework. •Risk appetite, risk profile and risk culture •Risk function and leadership •Risk management activities across the Company	Technology Committee •Technology strategy in support of the overall corporate strategy •Significant technology investments, initiatives and programs •Supporting oversight of technology-related risk management to the Risk Committee
Members: Eric Benhamou, Joel Friedman, Beverly Kay Matthews and Garen Staglin	Members: Kate Mitchell, Eric Benhamou, Richard Daniels, Joel Friedman, Beverly Kay Matthews, Mary Miller and Garen Staglin	Members: Richard Daniels, Elizabeth "Busy" Burr, Alison Davis and Jeffrey Maggioncalda and Kate Mitchell

26 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Committee Independence and Audit Committee Financial Experts

The Board has determined that each of the current members of the current Board committees are “independent” within the meaning of applicable SEC rules, NASDAQ director independence standards and other regulatory requirements, to the extent applicable.

In addition, the Board has determined that each of the following current Audit Committee members are “audit committee financial experts,” as defined under SEC rules, and possess “financial sophistication” as defined under the rules of NASDAQ: Mses. Burr, Davis, Matthews and Miller.

Committee Governance

Committee Charters

Each committee is governed by a charter that is approved by the Board, which sets forth each committee’s purpose and responsibilities. The Board reviews the committees’ charters, and each committee reviews its own charter, on at least an annual basis, to assess the charters’ content and sufficiency, with final approval of any proposed changes required by the Governance/CR Committee and the full Board. The charters of each committee are available on our website at www.svb.com under “About Us—Investor Relations—Governance.”

Annual Committee Evaluations

The Governance/CR Committee, in coordination with the Board, implements and develops a process to assess committee performance and effectiveness. The assessments are conducted on an annual basis and include a self-assessment by each committee. The review includes an evaluation of various areas that may include committee size, composition, performance, coordination among committee members and among the standing committees, and involvement with the full Board. The results of the committee performance assessments are reviewed by each committee, as well as by the Governance/CR Committee, and discussed with the full Board.

Compensation Committee Interlocks and Insider Participation

The following directors currently serve on the Comp/HC Committee: Messrs. Staglin, Daniels, King and Maggioncalda and Ms. Davis. Ms. Matthews and former director Mr. John Clendening also served on the Comp/HC Committee until April 2022. No member of the Comp/HC Committee or individual who served on the Comp/HC Committee during 2022 is or has ever been an officer or employee of the Company. None of our executive officers serves, or in 2022 served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our Board. For information about related transactions between us and members of the Comp/HC Committee, if any, see “Certain Relationships and Related Transactions." For additional information about the Comp/HC Committee, see "Board Committees—Committee Chairs/Membership, Responsibilities and Meetings.”

SVB 2023 PROXY STATEMENT 27

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Compensation for Directors

Overview

Our compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexity and business model. In addition, our director compensation is designed to be tied to business performance and stockholder returns, and to align director and stockholder interests through director ownership of the Company’s stock. The Comp/HC Committee oversees and approves our director compensation in consultation with the full Board. Our CEO, the only employee director on the Board, does not receive any compensation for his service as a director.

Determination of Director Compensation

Each year, the Comp/HC Committee, together with its independent compensation consultant, conducts a comprehensive review of director compensation, taking into consideration our overall compensation philosophy, as well as competitive compensation data from the Company’s Peer Group for the applicable year and other relevant and comparable market data and trends. The committee reviews, on at least an annual basis, each of the various components of pay, the form and amount of payment, as well as the cash/equity compensation mix. Based on this review and any recommendations from its independent compensation consultant, the Comp/HC Committee may make changes to director compensation to the extent it deems appropriate. For example, in 2017 and 2018, the Comp/HC Committee replaced Board and committee meeting fees with annual Board and committee member retainers to better align with peer and S&P 500 index company practices.

2022 Director Compensation

Compensation for our non-employee directors reflects a combination of cash (annual director retainer fees and committee member retainer fees) and equity (annual restricted stock unit awards), as outlined in the Schedule of Director Fees below. The chairs of the Board and each committee are also entitled to receive annual chair retainer fees. Additionally, directors are eligible for reimbursement for their reasonable expenses incurred in connection with attendance at meetings or the performance of their director duties in accordance with Company policy.

Schedule of Director Fees for 2022-2023 Term
Director Retainer Fee	$90,000
Chair Retainer Fees	$100,000, Board $20,000, Audit Committee and Risk Committee $15,000, All other committees
Committee Member Retainer Fees	$25,000, Audit Committee and Risk Committee $15,000, All other committees
Equity Awards	$240,000 (Board Chair) and $160,000 (all other non-employee directors) in restricted stock units

The above Schedule of Director Fees reflects the following adjustments made by the Comp/HC Committee in April 2022. These changes were based on the committee's review of our director compensation structure, taking into consideration peer and S&P 500 index company practices and pay levels.

•Director Retainer Fee – Increased each director’s annual director retainer fee from $80,000 to $90,000

•Chair Retainer Fees

•Increased Board Chair retainer fee from $90,000 to $100,000

•Increased Risk Committee Chair retainer fee from $15,000 to $20,000

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

•Instituted Technology Committee Chair retainer fee at $15,000 (Technology Committee was established in April 2022)

•Committee Member Retainer Fees

•Increased Comp/HC, Finance and Governance/CR Committee member retainer fees from $12,000 to $15,000

•Increased Risk Committee member retainer fee from $12,000 to $25,000

•Instituted Technology Committee member retainer fee at $15,000

•Equity Awards – Increased each director's equity award value from $150,000 to $160,000 except for Board Chair, whose equity award value was increased from $225,000 to $240,000

Director Equity Compensation

Our annual equity retainer awards are typically granted to directors in the form of restricted stock units. The awards are approved by the Comp/HC Committee and are granted shortly after the Company’s annual meeting of stockholders. The awards vest in full upon the completion of the annual director term on the date of the next annual meeting.

The determination of the number of shares to be granted to directors is based on the 30-day average stock price from the date of grant, rounded to the nearest dollar. New directors that join the Board during the annual director term receive a pro-rated award. For 2022, the Board Chair and each other director (except Mr. King) were each granted 466 and 310 restricted stock units, respectively. Mr. King, who joined the Board in September 2022, was granted a pro-rated award of 297 restricted stock units.

Deferred Equity

Non-employee directors may irrevocably elect to defer the settlement of restricted stock unit awards until the earliest of: (i) a specific future settlement date that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (ii) separation from service, (iii) a change in control, (iv) death, or (v) disability. Messrs. Daniels and Staglin each elected to defer the settlement of his 2022 equity grant.

Equity Plan Limits Applicable to Directors

Equity grants to directors are subject to the terms of our 2006 Equity Incentive Plan, as amended and restated, including the following limitations (as provided under the plan):

•No non-employee director may be granted, in any fiscal year, awards covering shares having an initial value greater than $500,000.

•Annual director grants may become fully vested no earlier than the last day of the director’s then current annual term of service, subject to certain limited exceptions as provided under the plan.

Director Equity Ownership Guidelines

Under the current equity ownership guidelines for our non-employee directors, each non-employee member of the Board of Directors is expected to hold, within five years of becoming a director, shares of our Common Stock that have a minimum value equivalent to 600% of the annual director cash retainer fee (currently $90,000) for directors other than the Board Chair, who must satisfy the requirement with respect to $190,000. The Comp/HC Committee is responsible for setting and periodically reviewing the equity ownership guidelines and overseeing director compliance, including reviewing directors' holdings on a quarterly basis. Equity ownership requirements for non-employee directors are established based upon a competitive review and subsequent recommendations by the committee’s independent compensation consultant. Any exceptions to meeting the guidelines due to personal financial or other reasons are reviewed and determined by the Comp/HC Committee.

As of December 31, 2022, all non-employee directors had attained the applicable ownership requirements or otherwise remained on target to meet such requirements within the established compliance time frame.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Director Compensation Table

The Director Compensation Table below sets forth the current committee membership assignments, as well as the amounts earned or paid to each non-employee director during the year ended December 31, 2022. Individual compensation reflects the base cash and equity compensation, as well as incremental committee chair and membership fees, as applicable. Each non-employee director serves on at least one committee, ranging up to four committees.

	Board Committee Membership* (2022 – 2023 Term)
Name	Audit	Comp/HC	Finance	Gov/CR	Risk	Tech	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Beverly Kay Matthews, Board Chair	X			X	X		255,000	231,914	486,914
Eric Benhamou			X	C	X		160,000	154,278	314,278
Elizabeth “Busy” Burr	X					X	130,000	154,278	284,278
Richard Daniels	X	X			X	C	185,000	154,278	339,278
Alison Davis	X	X				X	145,000	154,278	299,278
Joel Friedman			C	X	X		160,000	154,278	314,278
Thomas King(2)		X					63,288	71,132	134,419
Jeffrey Maggioncalda		X				X	120,000	154,278	274,278
Mary Miller	C		X		X		175,000	154,278	329,278
Kate Mitchell			X		C	X	150,000	154,278	304,278
Garen Staglin		C		X	X		160,000	154,278	314,278

*C denotes committee chair

(1)Values indicated for annual director equity awards reflect the fair value of restricted stock units based on the closing stock price on the applicable grant date (May 2, 2022 ($497.67) for all directors other than Mr. King, and October 25, 2022 ($239.50) for Mr. King) rather than the equity award calculation methodology described above. Such values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. As of December 31, 2022: Ms. Matthews had 466 restricted stock units outstanding; Mr. King had 297 restricted stock units outstanding; and each of the other non-employee directors had 310 restricted stock units outstanding.

(2)Mr. King joined the Board of Directors in September 2022 and received compensation on a pro-rata basis.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Corporate Governance Matters

Corporate Governance

We are committed to having strong corporate governance principles and practices, as governed by our organizational documents, as well as our Corporate Governance Guidelines and other applicable policies. Our principles and practices promote Board effectiveness and are important to how we manage our business and to maintain our integrity in the marketplace. In setting our practices, we balance our corporate and stockholder interests, as well as applicable market practices and trends.

Our Corporate Governance Guidelines set forth a framework for our Company with respect to specific corporate governance practices. The guidelines are reviewed at least annually by the Governance/CR Committee, as well as amended from time to time to ensure they reflect evolving best practices, regulatory requirements and business needs. A copy of our guidelines is available on our Corporate Governance webpage at www.svb.com under “About Us—Investor Relations—Governance.”

Stockholder Rights

The Company’s charter documents provide our stockholders with important rights or other features, including:

•Ability to act by written stockholder consent;

•Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Company's Proxy Statement (see “Meeting and Other Information - Stockholder Proposals and Director Nominations”);

•One single voting class;

•Majority voting standard for director elections (see “Meeting and Other Information - Majority Vote Standard”)

We do not have cumulative or supermajority voting requirements, nor do we have a “poison pill” in effect.

Communications with the Board

Individuals who wish to communicate with our Board may do so by sending correspondence to the attention of the Board (or committee, chair or individual director) to:

Corporate Secretary
SVB Financial Group
3003 Tasman Drive
Santa Clara, California 95054
Email: CorporateSecretary@svb.com
Telephone (408) 654-7400

Code of Conduct

We are deeply committed to maintaining the highest standards of ethical conduct that reflect our purpose and values. A copy of our Code of Conduct, which applies to all of our directors, executives and employees, including our senior financial officers, is available on our website at www.svb.com under “About Us—Investor Relations—Governance,” or can be obtained without charge by any person requesting it from the Corporate Secretary at the contact information above. Employees are trained on the principles of the Code of Conduct and must annually affirm that they have read, understand and are in compliance with the Code of Conduct. Violations or suspected violations of the Code of Conduct, including matters involving ethics, discrimination or harassment, may be reported through multiple channels, including to any member of our Executive Committee or the Chair of the Audit Committee. Additionally, anonymous and confidential reports of unethical conduct can be made through our “EthicsPoint” Hotline, which may be accessed from the internet or by calling a toll-free number and is available 24 hours a day, seven days a week. We intend to disclose any waivers from the Code of Ethics Provisions contained within our Code of Conduct granted to our directors, executive

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officers or senior financial officers, and any substantive changes to our Code of Conduct by posting such information on our website. No such waivers or substantive changes were made during fiscal year 2022.

Political Activities

Our corporate responsibility includes participation in the political and public policy process, specifically in areas that impact the innovation economy and the banking industry, as well as our clients, stockholders, employees, communities and business. It is important that we engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of our business and our key constituents. Our political activities are subject to the oversight of our Governance/CR Committee, which recognizes the importance of appropriate governance and risk management of our corporate political activities, and reviews our activities for alignment with our business, strategy and corporate values, as well as compliance with applicable laws and regulations. Political contributions are made primarily through a federal Political Action Committee that is non-partisan and employee-funded. Political contributions utilizing corporate funds are limited and subject to restrictions and disclosure pursuant to our policies. For more information, see our “Statement on Political Activities,” which may be found on our website at www.svb.com under “About Us—Investor Relations—Governance.” Our Statement on Political Activities aims to ensure transparency of the Company's practices and procedures regarding political activities and oversight by our Executive Committee and the Board.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Certain Relationships and Related Transactions

Related Party and Insider Loan Policies

We maintain written policies and procedures governing transactions with related persons (directors, director nominees, executive officers, holders of more than 5% of our common stock, and any of their immediate family members or affiliated entities (“Related Parties”) (“related party transactions”). Generally, these policies and procedures cover any transaction, arrangement or relationship in which: (i) we are a participant in the transaction; (ii) the aggregate transaction amount involved will or may be expected to exceed $120,000 in any calendar year; and (iii) a related person has or will have a direct or indirect material interest in the transaction. We also maintain written policies and procedures governing loan transactions with insiders (directors, executive officers and principal stockholders) and their related interests, pursuant to the applicable requirements of Regulation O of the Federal Reserve Act (“insider loans”).

The Audit Committee has primary responsibility for reviewing related party transactions and insider loans for potential conflicts of interest and approving them (or denying approval, as the case may be). The Audit Committee’s approval may be granted in advance, ratified or delegated to the committee chair or other member. Additionally, the Governance/CR Committee takes into consideration related party transactions and insider loans involving our directors as part of its annual director independence review. Further, in accordance with Regulation O, insider loans are subject to full Board approval; directors do not vote on or participate in Board discussions about any transaction in which they may have an interest.

Related Party Transactions

Ordinary Course Loan Transactions

During 2022, the Bank made loans to Related Parties, including certain companies in which certain of our directors or their affiliated venture funds are beneficial owners of 10% or more of the equity securities of such companies, that were (i) in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) not involving more than the normal risk of collectability or present other unfavorable features.

Employee Matters

SVB maintains a series of employee-funded investment funds known as Qualified Investors Funds (“QIFs”), which invest employees’ own capital in certain funds, including certain SVB Capital funds. We pass on the cost of external expenses to the QIF participants and do not charge a management fee. Participating employees must meet certain eligibility qualifications pursuant to applicable regulatory requirements. Of our executive officers, Messrs. Becker, Beck, Cox, Descheneaux, and Zuckert and Ms. Draper have each made commitments to QIFs in aggregate commitment amounts ranging from $150,000 to $2,550,000 depending on the number of QIF funds they participate in.

Vendor Arrangements

Cachematrix, a cash management platform provider for the Bank’s Cash Sweep Program, is controlled by BlackRock, Inc., which, together with its affiliates, owns greater than 5% of our outstanding voting securities. In 2022, we paid fees totaling approximately $590,000 to Cachematrix. Additionally, we offer certain BlackRock investment funds, among other third-party investment funds, under our Cash Sweep Program. In connection with offering BlackRock funds in our Cash Sweep Program, we earned approximately $101.2 million in fee sharing and related revenue for 2022. Client investments in the Cash Sweep Program are initiated and directed by clients themselves.

In addition, The Vanguard Group, which, together with its affiliates, owns greater than 5% of our outstanding securities, is the record-keeper and trustee of our 401(k) and Employee Stock Ownership Plan, as well as the record-keeper of our Deferred Compensation Plan. Fees relating to these services rendered for the fiscal year 2022 totaled approximately $347,000.

SVB 2023 PROXY STATEMENT 33

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Environmental, Social and Governance (ESG)

ESG Program Governance

Our ESG Program is supported by a robust governance framework at both the board and management levels. The Board of Directors has delegated primary oversight of our ESG practices to the Governance/CR Committee. The Governance/CR Committee's oversight includes environmental sustainability, climate change, the Company's external diversity, equity and inclusion ("DEI") initiatives, Board diversity, as well as our philanthropic strategy and advocacy activities; internal DEI is overseen by the Comp/HC Committee. The full Board and other of its committees also receive updates on ESG-related matters. From a management perspective, our ESG program governance includes executive oversight, dedicated program management and a commitment to transparency and accountability. Our ESG program is led by our Chief Marketing and Strategy Officer, with appropriate alignment and involvement from the Chief Executive Officer, other executive leaders and cross-functional management support. Our ESG Program Office team, led by our Head of Corporate Social Responsibility, is responsible for implementing ESG programs, processes and policies and partners across the organization to integrate ESG opportunities and risk management into the way we do business.

Our Commitment to ESG

For 40 years, we have helped the world’s most innovative companies and their investors move bold ideas forward fast. Our ability to make a difference is magnified by the outsized impact our clients often make. They develop incredible solutions — such as vaccines and therapies, clean water and funding sources for microbusinesses — and they create jobs around the world. Our dedication to supporting evolving technologies enables us to contribute to the creation of a more equitable and sustainable, low-carbon, net-zero emission economy. This includes expanding our commitment and investments to create a more diverse, equitable and inclusive company culture and innovation ecosystem, highlighted in our latest Diversity, Equity & Inclusion overview.

As described in our 2022 Environmental, Social and Governance Report, we are currently focused on advancing six ESG strategic initiatives:

01	Engaging and empowering employees	04	Supporting communities where we live and work
02	Building a culture of diversity, equity and inclusion at SVB	05	Advancing the transition to a sustainable, low-carbon world
03	Championing inclusion in the innovation economy	06	Practicing responsible corporate governance

The contents of our website referenced in this section (including reports and other disclosures) are not deemed incorporated by reference in this Proxy Statement.

ESG Highlights

We continue to evolve our ESG efforts and corresponding disclosures to keep pace with the Company’s growth, seek alignment with business opportunities, improve ESG-related risk management and incorporate the input of our various stakeholders, including our employees and shareholders. This summary reflects selected highlights of our various ESG efforts during 2022, unless otherwise indicated, and is not an exhaustive list. See below for details on where you can find additional ESG disclosures.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Environmental

Climate

•In January 2022, SVB committed to provide at least $5 billion in loans, investments and other financing by 2027 to support companies that are working to decarbonize the energy and infrastructure industries and hasten the transition to a sustainable, net-zero emission economy in several related sectors.

•We also committed to reducing our own emissions and continue to take steps to achieve carbon neutral operations, including business travel, and 100% renewable electricity by 2025.

•We signed on as a member of the Risk Management Association’s Climate Risk Consortium with nearly 20 other banks.

•We continue to conduct our greenhouse gas emissions inventory according to the guidelines of the Greenhouse Gas Protocol; full year 2021 data is included in our 2022 ESG Report and CDP response.

Social

Internal DEI

•We introduced DEI goals related to increasing representation of women in senior leadership roles globally to 43%, as well as increasing Black/African American and Hispanic/Latinx representation in senior leadership roles to 5% and 6%, respectively, by 2025. Our goals also include providing DEI education for employees and increasing spend with diverse suppliers.

•We published our DEI overview and continue to share our annual US EEO-1 Report and UK Branch Gender Pay Gap Report.

•We implemented a diversity slate initiative to ensure a diverse candidate pool during the interview stage for senior leadership roles.

•We continued to engage in experiential DEI learning and skill-building, through formal training courses and on-demand resources designed to address bias, systemic racism and social oppression, as well as promote allyship and inclusive behaviors.

•We continued supporting the Employee Resource Groups to unite diverse groups of employees to build community, enhance career development and contribute to professional and personal development.

•We continued to engage on key issues impacting underrepresented groups, such as by creating forums for employee feedback and discussion, including our quarterly DEI Townhalls, and providing leadership with training and resources to help them navigate conversations on DEI-related matters.

•We became a signatory of CEO Action for Diversity & Inclusion, a growing coalition pledging our commitment and advancement of diversity and inclusion in the workplace.

Advancing Equity in the Innovation Economy

•We remain committed to advancing underrepresented groups in the innovation economy – particularly women and Black and Latinx individuals, through our five-year, $50 million commitment to reach 25,000 people through our Access to Innovation platform (2021-2025). To date against this commitment, SVB has reached more than 17,000 individuals and deployed more than $25 million through fellowships, internships, scholarships, and other avenues, as well as by working with partners at Black VC, Latinx VC and Venture Forward to reach underrepresented investors; and has made milestone investments in and secured partnerships with organizations focused on similar goals, such as Valence, the Boardlist and Hello Alice.

•In 2022, we announced an equity audit to collectively review our externally focused-DEI efforts, under the banner of the Access to Innovation platform, and enable us to: (a) better understand how our external DEI efforts work toward our end goal of creating a more diverse and inclusive innovation economy; (b) assess the Access platform’s gender and racial

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

equity impact; and (c) develop a proactive approach for responding to any necessary remediation identified as a result of the audit. We value the input of our shareholders and all of our stakeholders and recognize the importance of assessing the progress and impact of our Access platform. We expect to publish the audit findings in Q3 2023.

•We also launched an external advisory board for Access to Innovation to advise, guide and help drive the program's core objectives. The founding members comprise a diverse group of industry and thought leaders within the innovation economy.

Community

•We continue to make progress toward our five year, $11.2 billion community benefits plan commitment by providing financial support to low- and moderate-income communities in California and greater Boston. We will report on our 2022 progress toward this commitment in our 2023 ESG Report.

•SVB earned an "Outstanding" rating from the Federal Reserve Bank for our 2018-2020 CRA strategic plan.

•We exceeded our annual, aspirational goal of giving 1% of our net income to charitable causes in 2022 by donating approximately $20 million via our various philanthropic programs, including the SVB Foundation.

•We donated 21 full-ride and partial scholarships at four US-based universities for students in need over the last two years.

Governance

Disclosures

•We issued our first annual ESG Report in August 2022, replacing the annual Corporate Responsibility Report published in prior years. In addition, we published updates to our Sustainability Accounting Standards Board (“SASB”) framework, Task Force on Climate related Financial Disclosures ("TCFD") framework, CDP and World Economic Forum Stakeholder Capitalism (“WEF”) disclosures.

ESG Governance

•We enhanced our ESG governance framework by expanding the oversight of the Governance/CR Committee in relation to our ESG strategy and program.

2022 Recognitions

We are proud of the recognition our ESG-related initiatives received in 2022. For the fifth consecutive year, we were included in Bloomberg’s Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation and transparency. We were also included in the 2022 rankings of America’s Most JUST Companies, Newsweek’s list of America’s Most Responsible Companies, and the Silicon Valley Business Journal and San Francisco Business Times' lists of Top Corporate Philanthropists. We also received the 2022 Foreign Policy Association Corporate Social Responsibility Award.

Where You Can Find More Information

Our ESG disclosures are consistent with our longstanding commitment to transparency and accountability. You can find our ESG disclosures and additional information about SVB's corporate responsibility efforts on our website under “About Us—Living Our Values.”

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02 Proposal Two | Approval of Second Amended and Restated Certificate of Incorporation The Board of Directors recommends a vote "FOR" the approval of our Second Amended and Restated Certificate of Incorporation to update the exculpation provision to align with Delaware law.

We are asking our stockholders to approve the Second Amended and Restated Certificate of Incorporation, which reflects amendments to align the exculpation provision with current Delaware law.

Delaware recently amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) to allow Delaware corporations to exculpate (i.e., to limit or eliminate the monetary liability of) both senior officers and directors for certain fiduciary duty breaches, as further described below. Currently, the Ninth Article of our Amended and Restated Certificate of Incorporation provides exculpation for directors, but not senior officers. The Company is proposing to amend our Amended and Restated Certificate of Incorporation to provide exculpation for senior officers, in addition to directors, consistent with, and to the extent permitted by, Delaware law.

The Board has approved the Second Amended and Restated Certificate of Incorporation, subject to approval from our stockholders at the Annual Meeting. The general description of the amendment to our Amended and Restated Certificate of Incorporation is a summary only and is qualified in its entirety by, and subject to, the full text of the proposed Second Amended and Restated Certificate of Incorporation, which is included as Appendix A to this Proxy Statement, marked with underlines and strike outs to show the relevant additions and deletions, respectively.

Background

Section 102(b)(7) of the DGCL previously permitted Delaware corporations to exculpate directors, but not officers. Last August, the Delaware legislature amended Section 102(b)(7) to permit Delaware corporations to exculpate certain senior officers, in addition to directors. However, for both directors and officers, the amended Section 102(b)(7) does not permit exculpation with respect to breaches of the duty of loyalty; acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law; or any transactions in which a director or officer derived an improper personal benefit. Further, specifically for senior officers, the amended Section 102(b)(7) only permits exculpation for direct claims brought by stockholders (as opposed to derivative claims made by stockholders on behalf of the corporation, with respect to which exculpation of officers is not permitted).

To keep our exculpation provision aligned with the amended Section 102(b)(7), we are proposing to update the exculpation provision in the Ninth Article of our Amended and Restated Certificate of Incorporation. If the Second Amended and Restated Certificate of Incorporation is approved by our stockholders, directors and certain senior officers will be exculpated from monetary liability from certain breaches of fiduciary duty, solely to the extent permitted by Section 102(b)(7) of the DGCL.

Reasons for the Amendment

The Board believes that providing exculpation to senior officers (to the extent permitted by Delaware law) is important, particularly for a financial services company like us, in order to attract and retain executive talent who can deliver a high level of performance for our stockholders. Exculpation has been available to directors of Delaware corporations for a long time, and we expect our peers to exculpate their senior officers now that Delaware law permits such exculpation. If our peers adopt such exculpation provisions and we do not, our ability to attract and retain highly qualified officer candidates in this competitive marketplace may be adversely impacted. In particular, officer candidates for financial sector companies often weigh the benefits of serving as an officer with

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

potential exposure to liability, costs of defense and other risks of proceedings, given the current litigious environment and the complex regulatory environment in which we operate.

In addition, adopting an exculpation provision that aligns with current Delaware law could prevent costly and protracted litigation that distracts our directors and senior officers from important operational and strategic matters. Our directors and senior officers are often called upon to make decisions on crucial matters in response to time-sensitive challenges and opportunities, including in light of changes in macroeconomic conditions and the evolving regulatory landscape. In the current litigious environment, these decisions can create substantial risk of claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. An exculpation provision that aligns with current Delaware law would empower both directors and senior officers to exercise their business judgment in furtherance of stockholder interests. On the other hand, even under the amended exculpation provision, our directors or senior officers would not be protected from liability for breaches of the duty of loyalty, acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law, or any transactions in which a director or officer derived an improper personal benefit.

For these reasons, the Board believes this proposal to approve the Company’s Second Amended and Restated Certificate of Incorporation, which would update the exculpation provision to align with Delaware law, is in the best interests of the Company and our stockholders. If stockholders approve this Proposal No. 2, the Company’s Second Amended and Restated Certificate of Incorporation will become effective upon its filing with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval.

Our Board of Directors recommends that stockholders vote “FOR” the approval of the Company’s Second Amended and Restated Certificate of Incorporation to update the exculpation provision to align with Delaware law.

38 SVB 2023 PROXY STATEMENT

Executive Officers and Compensation

Information on Executive Officers

Our executive officers perform policy-making functions for us within the meaning of applicable SEC rules. They may also serve as officers of Silicon Valley Bank (the "Bank") and/or our other subsidiaries. There are no family relationships among our directors or executive officers. The following information outlines the name and age of each of our executive officers, as of the date of this Proxy Statement, and his or her principal occupation with the Company, followed by his or her biography below.

In 2022, we welcomed two new executives: Laura Cushing, Chief Human Resources Officer, and Kim Olson, Chief Risk Officer. Ms. Cushing and Ms. Olson bring to the executive team strong experience leading human resources and risk functions, respectively, at large, complex organizations.

Name	Age	Principal Occupation
Greg Becker	55	President and Chief Executive Officer
Dan Beck	50	Chief Financial Officer
Philip Cox	56	Chief Operations Officer
Laura Cushing	54	Chief Human Resources Officer
Michael Descheneaux	55	President, Silicon Valley Bank
Michelle Draper	55	Chief Marketing and Strategy Officer
Kim Olson	58	Chief Risk Officer
Michael Zuckert	64	General Counsel

Executive Biographies

Greg Becker’s biography can be found under “Proposal No. 1—Election of Directors” above.

Dan Beck, Chief Financial Officer, joined us in June 2017 and is responsible for our finance, treasury and accounting functions. Before joining the Company in 2017, Mr. Beck served as the Chief Financial Officer for Bank of the West, then a subsidiary of BNP Paribas Group, from June 2015 to May 2017 and as Executive Vice President and Corporate Controller from June 2008 to June 2015. Prior to his tenure at Bank of the West, Mr. Beck held various finance and accounting roles with Wells Fargo Bank, the Federal Home Loan Mortgage Corporation, E*TRADE Financial Corporation and Deloitte & Touche LLP. Mr. Beck holds a Bachelor’s degree in Accounting from Virginia Commonwealth University and a Bachelor’s degree in Biology from Virginia Polytechnic Institute and State University.

Philip Cox, Chief Operations Officer, is responsible for our core operations, enterprise project management, client service and information technology teams. Mr. Cox joined us in 2009 as Head of UK, Europe & Israel, and was appointed Head of Europe, Middle East and Africa and President of the UK Branch in 2012, where he was focused on the international development of our business and was responsible for our UK Branch, prior to his appointment to his current role in 2019. Prior to joining the Company, Mr. Cox was Head of Commercial Banking at the Bank of Scotland in London, a division of Lloyds Banking Group (2008-2009) and the Chief Executive Officer of Torex Retail PLC (2005-2008). Prior to his tenure at Torex Retail PLC, Mr. Cox spent approximately 23 years with NatWest/RBS Group in a variety of positions, including Managing Director of Transport and Infrastructure Finance,

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Regional Managing Director of the North of England Region and the same position for the South West and Wales business. Mr. Cox is a member of the Chartered Institute of Bankers (UK) and the Association of Corporate Treasurers (UK).

Laura Cushing, Chief Human Resources Officer, oversees our human resources function, which includes our compensation, global mobility, recruiting and learning and development functions. Before joining the Company, Ms. Cushing served as the Chief Human Resources Officer for Loews Corporation, a diversified holding company, from 2016 to 2022. Prior to Loews, Ms. Cushing held various leadership roles at JPMorgan Chase & Co., including Head of Talent Management and Organizational Development and roles in the wholesale, consumer banking and corporate business groups. Ms. Cushing holds a Bachelor’s degree in Psychology from The University of Rhode Island and a Master’s degree in Human Resource Development from Villanova University.

Michael Descheneaux, President, Silicon Valley Bank, oversees the Company’s global commercial bank, private bank and funds management businesses, as well as credit administration. Mr. Descheneaux joined us in 2006 as Managing Director of Accounting and Financial Reporting, and was appointed as Chief Financial Officer in 2007, where he was responsible for all our finance, treasury, accounting and legal functions, as well as our funds management business until he assumed his current role in 2017. Prior to joining the Company, Mr. Descheneaux was a managing director of Navigant Consulting (2004-2006) and held various leadership positions with Arthur Andersen (1995-2002). Mr. Descheneaux holds a Bachelor’s degree in Business Administration from Texas A&M University. He is also a certified public accountant, as well as a member of the Texas State Board of Public Accountancy.

Michelle Draper, Chief Marketing and Strategy Officer, is responsible for leading the corporate strategy, marketing, R&D and client capabilities to best serve clients and drive business results. Prior to joining us in 2013, Ms. Draper held various senior-level marketing positions at Charles Schwab & Co. (1992-2013), including as Senior Vice President of Institutional Services Marketing, where she oversaw advertising, brand management and other key marketing strategies. Prior to that, Ms. Draper also served as a director of Investor Services Segment Marketing and Vice President of Advisor Services Marketing Programs, developing marketing strategies for both the retail and institutional sides of the Charles Schwab business. Ms. Draper holds a Bachelor’s degree in Journalism from California Polytechnic State University – San Luis Obispo, as well as Series 7 General Securities Representative and Series 24 General Securities Principal licenses.

Kim Olson, Chief Risk Officer, is responsible for leading our enterprise-wide risk management, corporate compliance and regulatory functions. Ms. Olson joined the Company from Sumitomo Mitsui Banking Corporation (SMBC), a Japanese multinational banking and financial institution, where she served as Co-General Manager (Risk Management Department, Americas Division) and Chief Risk Officer (Americas) from 2018 to 2022 and Executive Officer of SMBC and Sumitomo Mitsui Financial Group from 2021 to 2022. Prior to that, Ms. Olson held senior positions at various multinational organizations, including Senior Managing Director, Enterprise Risk Management at AIG (2013-2017), Principal at Deloitte & Touche (2011-2013) and Managing Director at Deutsche Bank (2007-2010). She previously held a variety of senior policy, regulatory and examination roles in banking supervision at the Federal Reserve Bank of New York over a period of ten years. Ms. Olson holds a Bachelor's degree in Political Science from Santa Clara University and a Master's degree in Public Administration from Harvard University.

Michael Zuckert, General Counsel, is responsible for all our legal and government affairs matters. Prior to joining the Company in 2014, he served in a wide range of legal positions within the financial services industry. Most recently, he served as Deputy General Counsel of Citigroup (2009-2014), where he served as general counsel for the company’s non-core assets business, Citi Holdings, and focused on mergers and acquisitions. Prior to his time at Citigroup, Mr. Zuckert held various senior-level positions at Morgan Stanley & Co. Inc. and was Vice President and General Counsel at TheStreet.com, Inc., an online financial news provider. Mr. Zuckert is a director of the Law Foundation of Silicon Valley, a member of the leadership council of Tech:NYC and a member of the Investment Committee of Waterman Ventures as well as an advisory member of the Board of the Silicon Valley Directors’ Exchange. He holds Bachelor’s degrees in History and Law and Society from Brown University and a Juris Doctor from New York University School of Law.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

03 Proposal Three | Advisory Approval of Our Executive Compensation The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers, as Disclosed in this Proxy Statement.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are seeking a non-binding, advisory vote (otherwise known as "Say on Pay") to approve the compensation of our Named Executive Officers ("NEOs"), as described in the "Compensation Discussion and Analysis" section of this Proxy Statement. This vote allows our stockholders to indicate their support for our executive compensation program for our NEOs, including their overall compensation and our compensation philosophy, policies and practices, by voting “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because your vote is advisory, it will not be binding upon the Board or the Comp/HC Committee. However, the Board and Comp/HC Committee value the opinion of our stockholders and will take into consideration the outcome of this advisory vote when considering future executive compensation arrangements. Stockholders are encouraged to carefully review the following “Compensation Discussion and Analysis” and “Compensation for Named Executive Officers” sections for a detailed discussion of our executive compensation program for our NEOs.

We currently conduct "Say on Pay" votes on an annual basis. Under Proposal No. 4 of this Proxy Statement, we are separately seeking a non-binding, advisory vote to approve continuation of an annual frequency for "Say on Pay" votes.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

04 Proposal Four | Advisory Approval of Frequency of "Say on Pay" Votes The Board of Directors recommends an ANNUAL frequency of future "Say on Pay" votes.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are seeking a non-binding, advisory vote (otherwise known as "Say on Frequency") on how frequently we should seek an advisory vote, or Say on Pay, on the compensation of our NEOs. Stockholders may indicate whether they prefer a Say on Pay vote on an annual (every one year), biennial (every two years) or triennial (every three years) basis.

Our Board has determined that an annual Say on Pay vote remains the most appropriate for our stockholders. Our Board values the opinions of our stockholders and believes that an annual vote will continue to allow our stockholders to provide us with direct input on our executive compensation program for our NEOs each year.

Because your vote is advisory, it will not be binding upon the Board. However, the Board will take into consideration the outcome of the vote when considering how frequently to submit an advisory "Say on Pay" proposal for stockholder approval.

Our Board of Directors recommends that stockholders vote for an ANNUAL frequency of future "Say on Pay" votes.

It is expected that the next Say on Pay frequency vote will occur at the 2029 annual meeting of our stockholders.

42 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Compensation & Human Capital Committee Report

This Compensation & Human Capital Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Act or the Exchange Act, except to the extent that we specifically incorporate the information contained in the report by reference, and shall not otherwise be deemed filed under such acts.

The Compensation & Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on this review and these discussions, the Compensation & Human Capital Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2022 and this Proxy Statement.

This report is included herein at the direction of the members of the Compensation & Human Capital Committee.

Compensation & Human Capital Committee

Garen Staglin (Chair)
Richard Daniels

Alison Davis

Thomas King

Jeffrey Maggioncalda

SVB 2023 PROXY STATEMENT 43

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation philosophy, methodology and structure of our 2022 executive compensation program, primarily as it relates to our “named executive officers” (“NEOs”) for 2022 listed below.

	Greg Becker - President & CEO	Philip Cox - Chief Operations Officer
	Dan Beck - Chief Financial Officer	Michael Zuckert - General Counsel
	Michael Descheneaux - President of Silicon Valley Bank	Laura Izurieta - Former Chief Risk Officer*

*Ms. Izurieta departed the Company on October 1, 2022. For additional information, please see "Compensation For Named Executive Officers—Summary Compensation Table" and "Compensation For Named Executive Officers—Other Post-Employment Payments" below.

Overview of 2022 Executive Compensation

The Company overall delivered a healthy year of financial performance and business growth despite a challenging macroeconomic environment. We continued to focus our attention on developing strategies and solutions to continue to support clients and partners to innovate and thrive, heightening our focus on risk management and controls, prioritizing and supporting our business and people, and supporting a culture that promotes the growth of our employees. We also continued to maintain our core compensation strategy and objectives, including pay for performance, appropriate risk management and talent retention. As further explained in this CD&A, our key areas of focus in 2022 were:

•Maintaining our core executive compensation program which emphasizes pay for performance, particularly long-term performance (in an effort to align with stockholders’ interests and drive accountability), consistent with prior years.

•Continuing to focus on risk management as a key component of compensation decisions.

•Expanding our focus on human capital, including DEI initiatives and leadership development and succession planning.

Our pay decisions reflected our 2022 performance. In determining executive compensation for 2022, the Comp/HC Committee took into consideration actual performance against targets, as well as the market challenges that impacted our performance, including balance sheet pressures and declines in stock price performance. Accordingly, annual ICP was funded below target, and individual awards were adjusted based on performance, resulting in payments for eligible NEOs between 46% and 91% of applicable ICP targets. Long-term performance-based equity awards for 2020-2022 were partially earned at 62.5% of target.

Our executive compensation strategy is based on our commitment to effectively drive the Company’s sustainable, long-term global growth and strategy, as well as to hold management accountable for performance.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

2022 Executive Compensation Elements At-A-Glance

	CASH		EQUITY
	Salary	ICP	PRSUs (50%)	Stock Options (25%)	RSUs (25%)
Purpose	Designed to attract and retain experienced executives. Reflects scope of leadership, years of experience, skills, market competitiveness and on-going individual performance.	Short-term incentive designed to reward based on financial performance and achievement of individual goals and objectives.	Long-term incentive designed to align executives with stockholder interests by aligning payouts to financial performance relative to peers.	Long-term incentive designed to align executives with stockholder interests by aligning payouts to share price performance over time.	Long-term incentive designed to align executives with stockholder interests and retain executives.
Performance Period	Ongoing	1-Year	3-Year	4-Year Vesting Period
Performance Measures	-	ROE*	TSR* ROE*	Stock Price Appreciation^

^RSU and stock option awards are based on a fixed number of shares at the time of grant; any incremental value realized above the grant value of RSUs and stock options, as well as earned PRSUs, is based on stock price appreciation.

*Includes measurement of performance relative to peers.

2022 Executive Compensation Highlights

$1.5B	$25.35	12.14%	(66)%
Net Income	EPS	ROE	TSR

Pay for Performance

Despite broader market conditions, we delivered a year of solid strategic execution, business and new client growth and healthy financial performance, resulting in total net income, EPS, ROE and TSR performance for the year 2022 as highlighted above. Other notable accomplishments included: growing our workforce and talent base across business units and jurisdictions, continuing support of our clients and employees operating in a predominantly virtual environment and further advancing our DEI initiatives.

The Comp/HC Committee’s compensation decisions for 2022 reflected our overall performance balanced with prudent risk taking, commitment to maintaining our company’s strong culture and values, and further definition of and collaboration across business units. Compensation was determined reflective of actual performance and the market challenges that impacted our performance, including balance sheet pressures and declines in stock price performance. Individual annual ICP awards were adjusted accordingly.

As further discussed in this CD&A, specific performance metrics for 2022 annual and long-term incentive awards include ROE and TSR, and in certain cases our performance is measured relative to peer performance. More specifically, ROE is a performance metric for both our annual ICP funding and PRSU awards. This is an intentional design by the Comp/HC Committee, because it believes that ROE is the most appropriate indicator of our short-term and long-term financial performance as it demonstrates how efficiently the Company is using capital invested by shareholders to generate profit. We use ROE both on an absolute basis and relative to peers. While the Comp/HC Committee has considered other more absolute measures of earnings (e.g., EPS or Net Income) in place of ROE in either the long-term or the short-term plan, the committee believes ROE is a preferred metric to assess profitability and shareholder return.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

2022 NEO Pay

In designing the 2022 compensation structure, we continued to emphasize long-term, performance-based pay. 90% of our CEO's total target pay and 81% of our other NEOs' total target pay is at risk and subject to Company/individual performance. Total target pay consisted of 2022 annual base salary, target ICP value and target annual equity award grant value for PRSUs, RSUs and stock options. We place greater emphasis on long-term, performance-based pay in our target pay mix set forth below relative to our 2022 Peer Group. Compared with Mr. Becker's target pay mix shown below, the average target pay mix for CEOs in our Peer Group is 63% long-term pay and 37% short-term pay.^

*Excludes former executive, Ms.Izurieta.

^Based on our 2022 Peer Group and peer compensation data available at the time of determination of Mr. Becker’s 2022 compensation.

46 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Executive Compensation – Summary of Key Features

The key features of our executive compensation programs and practices align with our executive compensation philosophy and program objectives, align with stockholder interests, reflect best practices and discourage and mitigate excessive risk taking.

What We Do
a	Pay for performance: 90% of our CEO's total target compensation and 81% of our other NEOs' target compensation is "at-risk" based on Company and share price performance.
a	Align with stockholders: 71% of our CEO's target compensation and 59% of our other NEOs' target compensation is based on long-term incentives.
a	Incentivize both short- and long-term performance: Balanced performance metrics to drive both short-term and long-term objectives utilizing performance metrics focused on stockholder return (including ROE and relative TSR).
a	Align compensation decisions to peer group and best practices: Review market data from our peer group as well as other financial services firms.
a	Value stockholder feedback: We conduct an annual Say on Pay vote (89% approval in 2022) and solicit feedback from stockholders throughout the year.
a	Require significant stock ownership: Our executives are subject to rigorous stock ownership requirements.
a	Retain an Independent Compensation Consultant: We engage an independent compensation consultant who reports directly to the Comp/HC Committee.
a	Discourage unnecessary risk taking: With oversight of performance and compensation practices that maintain sound risk management and promote compliance with laws, regulations and policies, the Comp/HC Committee can adjust payouts for negative risk outcomes.
a	Maintain strong hedging and pledging restrictions: By policy, executives are not permitted to hedge, sell puts, sell shorts or sledge our securities.
a	Pay severance upon a "double trigger" qualifying termination in the event of a change in control.
a	Maintain recoupment/clawback policy: We can recoup annual incentive payments and long-term incentive compensation, including upon a financial restatement or detrimental conduct.

What We Don't Do
X	Provide tax gross-ups in the event of a change in control: Under our executive Change in Control Plan, there are no 280G excise tax gross-ups.
X	Allow repricing of underwater stock options: We cannot re-price outstanding stock options without stockholder approval.
X	Provide enhanced benefits plans for our NEOs: Our NEOs generally participate in the same retirement, health and welfare plans broadly available to all U.S. employees. The Company does not sponsor any pensions or supplemental retirement (SERP) plans for executives.
X	Offer excessive perquisites to our NEOs.
X	Enter into individual employment agreements with our NEOs: Except for our at-will offer letters, we do not have any individual employment agreements for our NEOs.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Executive Compensation Program Objectives

	Pay for Performance Link pay to Company and individual performance, with long-term emphasis		Pay Competitively Pay based on external market standards, while considering internal parity		Top Executive Talent Attract and retain a cohesive, top-talent executive team		Governance & Risk Management Focus on strong governance and sound risk management practices		Stockholder Alignment Align interests with our stockholders and other stakeholders (e.g., rewarding increase in total franchise value)

Our compensation philosophy and program also take into account considerations including: our business and strategic objectives of sustainable long-term global growth; the relative complexity our business diversity represents in an organization of our size; emerging trends in executive compensation (particularly for financial institutions); and market practices.

Glossary of CD&A Terms DCP DEI EPS ERM –Deferred Compensation Plan –Diversity, equity and inclusion –Earnings Per Share –Enterprise-wide Risk Management ICP
NEO PRSU –Incentive Compensation Plan (annual cash incentive plan) –Named Executive Officer –Performance-Based Restricted Stock Unit ROE RSU TSR –Return on Equity –Restricted Stock Unit –Total Stockholder Return

48 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Compensation Governance and Risk Management

Role of Compensation & Human Capital Committee and the Independent Board Members

All members of the Comp/HC Committee are “independent” under applicable NASDAQ rules. The Comp/HC Committee has primary oversight of our executive compensation program as provided in its charter, including the design and administration of executive compensation plans in a manner consistent with the executive compensation program objectives described above. More specifically, the Comp/HC Committee determines compensation strategy, establishes applicable performance goals and metrics, selects forms of compensation, determines the overall pay mix, sets target pay levels, and approves final executive compensation awards.

In the case of the CEO, the Comp/HC Committee makes recommendations about CEO pay decisions for approval by the independent members of the full Board (all Board members except the CEO, acting as a committee). Subject to the recommendation of the Comp/HC Committee, all of the independent directors of the Board review and approve the compensation for the CEO. Such review and approval are conducted during executive sessions, where neither the CEO nor any other member of management is present. In the case of all other non-CEO executives, as well as other key positions, the Comp/HC Committee reviews and approves the compensation of such individuals. The determination of compensation awards for all non-CEO positions is conducted during executive sessions, where the CEO may participate at the Comp/HC Committee’s invitation.

The Comp/HC Committee regularly monitors performance against established goals, approves funding accruals, and focuses on other aspects of the compensation program, including, among other things, peer group review and determination, compensation risk review, and monitoring of market and governance trends impacting compensation.

In carrying out its oversight responsibilities, the Comp/HC Committee regularly reports to the Board on the actions it has taken, as well as confers with the Board on compensation matters, as necessary. The Comp/HC Committee also makes recommendations for all other compensation-related matters that require full Board approval.

The Comp/HC Committee meets on a regular basis, and routinely meets in executive sessions without management present. During 2022, the committee held 11 meetings, including a separate annual session dedicated to enhancing compensation strategy based on the direction of the business and market trends and discussing the broader HR strategy as it relates to attracting and retaining talent, succession planning, and diversity, equity and inclusion. In 2023, the Comp/HC Committee held two meetings to assess achievement of Company and individual performance objectives, review individual performance against established risk management parameters and make 2022 short-term compensation decisions.

Role of Chief Executive Officer

At the Comp/HC Committee’s request, our CEO will attend portions of the Comp/HC Committees' meetings and certain executive sessions to discuss the Company’s performance and compensation-related matters, as well as his recommendations for compensation for our executives of the Company (excluding himself). The CEO does not participate in any deliberations relating to his own compensation. The Comp/HC Committee considers the CEO’s input and recommendations, but retains full discretion to approve all non-CEO executive compensation (and the independent members of the full Board have discretion to approve CEO compensation, as described above).

Role of Compensation & Human Capital Committee Consultant

Consistent with prior years, the Comp/HC Committee retained Pay Governance LLC, an independent executive compensation consultant, to provide advice and recommendations on all compensation matters under its oversight responsibilities as defined in the committee’s charter. The Comp/HC Committee, in its sole discretion, selects the consultant and determines its compensation and the scope of its responsibilities.

In 2022, Pay Governance assisted the Comp/HC Committee with: advice and recommendations regarding the Company’s compensation philosophy and strategies; advice on director and executive compensation levels and practices, including review and

SVB 2023 PROXY STATEMENT 49

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

recommendations on director, CEO and other executive compensation and evaluation of CEO pay and Company performance; assessment of realizable pay and performance; advice on the Company’s peer group; guidance on the design of the Company’s compensation plans and policies, including recoupment policy and executive/director stock ownership guidelines; evaluation of performance metrics and peer performance; assistance with the Comp/HC Committee’s annual compensation risk review; and periodic reports to the Comp/HC Committee on market and industry compensation trends and regulatory developments.

Pay Governance provides services only to the Comp/HC Committee, and not to the Company, and did not provide any additional services to the Comp/HC Committee outside of executive and director compensation consulting during 2022. The Comp/HC Committee does not believe there were any potential conflicts of interest that arose from any work performed by Pay Governance during 2022.

Compensation & Human Capital Committee – Key Areas of Focus

Prudent Risk Management

Prudent risk management is a primary area of oversight of the Comp/HC Committee. At the direction of the Comp/HC Committee and in coordination with the Risk Committee, Pay Governance conducts an annual review of the Company’s incentive programs, including design and risk assessments. Additionally, management performs an annual risk assessment of certain compensation plans, which includes back-testing of awards to evaluate against plan design, governance and risk mitigation. Our Chief Risk Officer (in the case of 2022, Risk senior leadership) reviews and shares input on those risk assessments, and discusses with the Comp/HC Committee the safety and soundness of our compensation programs (including plan design and execution), and any recommendations. Based on these assessments and discussions, we do not believe that our compensation program promotes excessive risk taking or creates risks that are reasonably likely to have a material adverse effect on the Company.

Moreover, from time to time, the Comp/HC Committee may implement policies or other tools to strengthen compensation risk management, such as the Company’s Recoupment Policy, which applies to our executives, certain senior level employees and other material risk takers. See “Executive Benefits and Other Executive Compensation-Related Matters—Compensation Recoupment Policy” below.

In 2022, the Comp/HC Committee adopted a formalized framework for assessing risk taking across four different evaluation areas for all NEOs (including the CEO), including (i) performance against stated risk management goals, (ii) performance against assigned risk-related objectives and key results, (iii) qualitative feedback on risk behaviors from risk partners in the second line of defense and (iv) analysis of any key risk events or deficiencies. As demonstrated in the "Executive Compensation Pay Decisions—ICP-2022 NEO Awards" section below, risk management played a significant role in determining ICP payouts in 2022.

The safety and soundness of our compensation programs are routinely discussed at the Board level, both with and without the CEO present. In particular, the chair of our Comp/HC Committee reports to and discusses compensation matters with the full Board and the Risk Committee. The chair of the Comp/HC Committee (Mr. Staglin) is also a member of the Risk Committee. Additionally, certain compensation matters are also reviewed by the Audit Committee, specifically those related to exclusions under our performance-based funding arrangements, where applicable.

Competitive Benchmarking Against Peers

The Comp/HC Committee routinely benchmarks and compares our compensation and performance against selected peer companies, utilizing this information as a reference for setting pay and making pay decisions. The Comp/HC Committee, with its compensation consultant and management, conducts a review, at least annually, of the composition of the Company’s peer group to determine whether any changes are warranted. In its determination, the Comp/HC Committee considers a variety of factors and characteristics including, among other things, banking industry, business model, product offering, complexity of the business, geography, market capitalization, asset size, assets under management, number of employees, performance on financial and market-based measures, brand, and extent they compete with our business, as well as for talent. For example, in conducting its review, the Comp/HC Committee takes into account the increase in growth and complexity of our business, and the impact of such

50 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

growth on demands on our existing talent, any further specialization needs for our workforce, as well as increased competition for our talent with other institutions of similar sophistication within the industry.

2022 Peer Group
Capital One Financial Corporation	First Republic Bank	PNC Financial Services Group, Inc.	Truist Financial Corporation
Charles Schwab Corporation	KeyCorp	Regions Financial Corporation	U.S. Bancorp
Citizens Financial Group, Inc.	M&T Bank Corporation	Signature Bank
Fifth Third Bancorp	Northern Trust Corporation	State Street Corporation

For 2022, the Comp/HC Committee selected 14 peer companies (listed above), based on its review of the evaluation criteria (described above). The peer group benchmarking review for 2022 compensation was conducted in November 2021 and was based on our size and business scope at that time. Given the Company's growth in 2021, several changes were made to the peer companies in order to reflect our business and size. Compared with the peer group from 2021, we added Capital One Financial Corporation, The Charles Schwab Corporation, PNC Financial Services Group, Inc., State Street Corporation, Truist Financial Corporation and U.S. Bancorp to our peer group. Given the large growth in our business in 2021, we removed Associated Banc Corp, BOK Financial Corporation, Comerica Incorporated, Cullen/Frost Bankers, Inc., East West Bancorp Inc., Huntington Bancshares, Webster Financial Corp., and Zions Bancorporation.

The Comp/HC Committee does not solely rely on comparative data from the peer group in making compensation decisions. Such comparative data provides helpful market information about our peer companies as a reference, but the Comp/HC Committee does not target any specific positioning or percentile, nor does it use a formulaic approach, in determining executive pay levels. The Comp/HC Committee may refer to other banks or financial companies outside of the peer group for additional benchmarking comparative information. It also utilizes other resources, including published compensation surveys (from Willis Towers Watson and McLagan), proxy statements and other available compensation data. All such comparative peer data and supplemental resources are considered, along with the Company’s pay for performance and internal parity objectives. All applicable information is reviewed and considered in aggregate, and the Comp/HC Committee does not place any particular weighting on any one factor.

Performance-Based Compensation – Design and Assessment

Another primary area of focus of the Comp/HC Committee is the design of performance-based compensation, including selecting and setting appropriate performance metrics and measuring actual performance against those metrics. The Comp/HC Committee monitors performance of current year performance-based awards, as well as designs and plans performance metrics for future years. In designing performance metrics, the Comp/HC Committee reviews market and peer practices, as well as seeks the input of the full Board and the CEO to take into account key areas of strategic and business focus.

As further discussed in this CD&A, specific performance metrics for recent annual and long-term incentive awards include ROE and TSR, and in certain cases our performance is measured relative to peer performance. More specifically, ROE is a performance metric for both our annual ICP funding and PRSU awards. This is an intentional design by the Comp/HC Committee because it believes that ROE is the most appropriate indicator of our short-term and long-term financial performance as it demonstrates how efficiently the Company is using capital invested by shareholders to generate profit. We use ROE both on an absolute basis and relative to peers. While the Comp/HC Committee has considered other more absolute measures of earnings (e.g., EPS or Net Income) in place of ROE in either the long-term or the short-term plan, the committee believes ROE is a preferred metric to assess profitability and shareholder return.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Determination of Compensation for Individual Executives

In making compensation decisions or recommendations for individual executives, the Comp/HC Committee takes into consideration the performance reviews conducted for each executive. The Comp/HC Committee meets with the CEO to discuss his assessment of the performance of the other executives, based on their self-reviews and the CEO’s own evaluation of their performance. Additionally, an independent assessment of each executive's risk management and risk-related behaviors is completed by our second line of defense risk leaders and provided to the CEO and Comp/HC Committee for executives other than the CEO and to the full Board for the CEO. The independent members of the Board meet and discuss, without the CEO present, their collective performance assessment of the CEO, taking into consideration his self-review, each Board member’s individual evaluation, and the independent assessment by the second line of defense. (See “Oversight of CEO and Executives—Annual CEO Performance Evaluations” under the “Corporate Governance and Board Matters” section of this Proxy Statement.)

Executives are evaluated based on individual performance and overall contributions, in addition to Company performance against the broader corporate performance metrics discussed above. Specifically, individual evaluation criteria may include, among other things: skills and expertise, demonstrated leadership, development and execution of strategy, span of responsibility, achievement of corporate and individual goals, risk management, talent management, regulatory compliance and alignment with the Company’s core values. The overall performance assessment by the Comp/HC Committee (or the Board) of each individual executive is also taken into consideration in setting the executive’s total target compensation for the following year.

Committee Decisions

The performance metrics utilized for executive compensation, where applicable, are largely used for target funding determination purposes. Funding determinations guide decisions for actual awards to executives by the Comp/HC Committee (or in the case of the CEO, the Board) at its discretion. We believe that discretion, when judiciously applied, is an important part of our compensation decision processes, as it allows the Comp/HC Committee (or in the case of the CEO, the Board) to better link executive pay to actual performance, or take into account extraordinary considerations. Discretion, both positive and negative, allows directors to make appropriate pay decisions based on their informed business judgment, particularly in circumstances where there may be other relevant performance factors or unforeseen circumstances that should be considered beyond the actual performance metrics, such as risk management. The Comp/HC Committee believes that a balanced utilization of performance metrics and committee discretion leads to appropriately calibrated compensation for executives or the broader employee base.

Enhanced Focus on Human Capital

In 2022, the Comp/HC Committee, along with the full Board, continued to focus on various human capital-related matters. In particular, the committee focused on internal DEI initiatives, such as increasing representation of females and underrepresented minorities among the Company’s leadership, fair pay analyses, training and educational opportunities, employment awareness programs and resource groups, and promoting an inclusive culture. The Comp/HC Committee also focused on talent management, including leadership development, succession planning, competition for talent, workforce growth and culture. Additionally, the committee continued to focus on the future of work in an increasingly virtual environment, balancing employee flexibility, internal collaboration and engagement, as well as business needs.

Annual Say on Pay

We submit an advisory vote on executive compensation, or Say on Pay, to our stockholders on an annual basis. Our Board values the opinions of our stockholders and believes an annual advisory vote allows our stockholders to provide us with their input on our executive compensation program. We are once again submitting our Say on Pay frequency proposal for stockholders' advisory vote this year and our Board is recommending that we continue our Say on Pay advisory vote on an annual frequency. See "Proposal No. 4 - Advisory Approval of Frequency of "Say on Pay" Votes."

In 2022, 89% of the votes cast approved, on an advisory basis, our 2021 executive compensation program (as described in our 2022 proxy statement). In light of the voting support and feedback we have received from our stockholders (as described below),

52 SVB 2023 PROXY STATEMENT

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

the Comp/HC Committee maintained consistency in our executive compensation philosophy, policies and overall program, and did not make any material changes. We continue to carry out our executive compensation program based on our key philosophy and objectives as described above. The Comp/HC Committee will continue to consider changes to the program on an ongoing basis, as appropriate, in light of evolving factors such as our corporate strategy, the business environment and competition for talent, as well as stockholder feedback.

Stockholder Alignment and Engagement

Aligning our executives’ interests with our stockholders’ interests is important. We use performance metrics tied to stockholder return for our performance-based incentive awards: total stockholder return and return on equity. We measure performance against our own goals and/or relative to our peer performance.

In addition to our active stockholder engagement activities throughout the year (more than 350 meetings in person and virtually with current, past and potential stockholders conducted in 2022), we reach out to our larger stockholders to invite their feedback on proxy matters, including their views about our executive compensation program. Feedback from stockholders is important to consider, and we value opportunities to seek their input.

Executive Compensation Pay Decisions

In deciding compensation for our executives, the Comp/HC Committee (and in the case of the CEO, the Board) reviews each executive’s total target compensation package holistically, balancing long-term and short-term pay, cash and equity compensation, and performance- and non-performance-based pay, and taking into account market competitiveness and internal parity. The primary elements of executive compensation are discussed below.

Base Salary

We pay base salaries in order to provide executives with a reasonable level of fixed compensation. Executive base salary levels are typically reviewed at least annually by the Comp/HC Committee and adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. Base salaries are determined on an individual basis. When determining any base salary increases, the Comp/HC Committee considers an individual’s total compensation package, his or her performance, Company performance, comparative peer and market compensation data, internal parity, and other relevant factors, including the scope of the executive’s responsibilities relative to peers and other executives, and retention.

	Annual Base Salary
NEO	2022  ($)	2021  ($)	Increase Over 2021 (%)
Greg Becker	1,100,000	1,050,000	4.8%
Dan Beck	750,000	700,000	7.1%
Michael Descheneaux	800,000	775,000	3.2%
Philip Cox	700,000	625,000	12.0%
Michael Zuckert	675,000	625,000	8.0%
Laura Izurieta	650,000	650,000	0.0%

In February 2022, each NEO, with the exception of Ms. Izurieta, received adjustments to their base salaries based on individual performance, salary market positioning relative to peers, and internal parity, as applicable. Given the Company's growth and strong

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

performance in 2021, the NEOs generally received adjustments to their base salaries in order to align with the higher salary levels commensurate with the updated 2022 peer group and strong individual performance.

In January 2023, the Comp/HC Committee approved 2023 base salaries for executive officers. Base salaries for 2023 will remain unchanged from 2022 levels for all NEOs.

Annual Cash Incentives (ICP)

Our NEOs, as well as other executives and employees, participate in the Company’s ICP, our annual cash incentive plan that provides rewards based on individual and Company performance. Each executive participant is assigned an incentive target, stated as a percentage of the individual’s annual base salary. Executive incentive targets are set by the Comp/HC Committee based on the objective of balancing overall total target pay mix with an appropriate allocation of at-risk compensation, as well as comparative peer and market compensation data for their respective positions, and in the case of our non-CEO executives, the CEO’s recommendations.

	Annual Cash Incentives (ICP) (% of Annual Base Salary)
NEO	2022 Annual ICP Target (%)	2021 Annual ICP Target (%)
Greg Becker	200	150
Dan Beck	125	100
Michael Descheneaux	125	110
Philip Cox	100	100
Michael Zuckert	100	90
Laura Izurieta(1)	N/A	80

(1) Ms. Izurieta separated from the Company on October 1, 2022 and accordingly was not eligible to receive an ICP award for 2022. Pursuant to her separation (without cause) agreement, Ms. Izurieta received a cash payment equal to a pro-rata portion of her target ICP bonus for 2022.

In January 2022, the Comp/HC Committee adjusted the incentive targets for each of our NEOs due to strong performance and execution in 2021, as well as market compensation data commensurate with the updated 2022 peer group.

In January 2023, the Comp/HC Committee approved 2023 ICP targets for executive officers. ICP targets for 2023 will remain unchanged for all NEOs.

ICP - Funding

Each year, the Comp/HC Committee establishes metric(s) used to measure Company performance for ICP funding purposes, on an absolute basis, as well as relative to peers. For 2022, the Comp/HC Committee maintained its prior methodology for funding the ICP by utilizing ROE as the primary performance metric on an absolute and relative basis. The Comp/HC Committee believes that ROE continues to be an appropriate indicator of financial performance that drives shareholder value, as it demonstrates how efficiently the Company is using capital invested by shareholders to generate profit. The funding methodology for 2022 was as follows, which includes an adjustment to the absolute ROE slope to reflect better alignment to peers and to the relative ROE slope to accommodate the decrease in number of peer companies in our 2022 Peer Group.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

ROE Performance Against Annual Budget (Two-Thirds (2/3) of Pool)

ROE Performance Against 2022 Peer Group (One-Third (1/3) of Pool)

Two-thirds (2/3) of the total incentive pool is funded based on the Company’s ROE performance (adjusted for applicable exclusions*) relative to our Board-approved annual target (budget) ROE (adjusted for applicable exclusions*), as illustrated by the graph below. At threshold performance (80%) the funding is equal to 50%, at target performance the funding is equal to 100% and at maximum performance (140% or higher) the funding is equal to 200%. Funding amount is subject to straight line interpolation between threshold and maximum levels.

One-third (1/3) of the total incentive pool is funded based on the Company’s actual (unadjusted) ROE performance for 2022, measured against ROE performance of the 2022 Peer Group, as illustrated in the graph below. There is no funding if our performance falls in the bottom four positions, and a maximum funding equal to 200% if our performance falls in the first four positions. Funding amount for the 5th through 11th ranking is subject to straight-line interpolation between peer ROE of rank #12 and peer ROE of rank #4.

Achieved ROE as a % of Annual Company Target	Company Ranking Against 2022 Peer Group
Subject to interpolation	Subject to interpolation between ROE of #4 and #12 ranked peers

*Exclusions/Adjustments. The Comp/HC Committee determines the extent to which the Company meets its budgeted ROE performance target. It may adjust for out of the ordinary or non-recurring items, or other items that are subject to factors beyond management’s control, such as investment securities gains and losses. Adjustments are determined by the Comp/HC Committee, in coordination with the Audit Committee, who assesses the adjustments based on impact to the Company’s financials. Similar to prior years, for 2022, excluded items included the impact from: (i) (x) certain gains or losses from the Company’s investment securities, largely because performance of such securities is subject to market performance beyond the Company’s control and (y) certain gains on warrants in excess of budgeted amounts; and (ii) certain tax-related adjustments. Additionally for 2022, the committee approved the exclusion of (i) certain expenses related to the Boston Private merger, including merger related expenses; and (ii) budgeted equity capital raise.

The Comp/HC Committee determines the final ICP funding and adheres to the pre-determined formulaic funding for the applicable year, unless it determines in its discretion an adjustment is necessary. Such adjustments are made infrequently and no adjustments were made in 2022.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

For 2022, despite solid financial performance, the Company’s ROE performance relative to peers was below target, resulting in an overall below target ICP pool. The Comp/HC Committee approved the funding of the total ICP pool at 92% of total target, based on: (i) the Company’s ROE (as adjusted) of 13.26% against the annual target ROE (as adjusted) of 13.08%, resulting in the funding of 104% (2/3 of pool), and (ii) the Company's actual ROE of 12.1% ranking in the 10th position against 2022 Peer Group, resulting in the funding of 68% (1/3 of pool).

ICP - 2022 NEO Awards

The Comp/HC Committee (or in the case of the CEO, the Board) determines actual annual cash incentive awards for the NEOs following the performance period based upon: the individual’s target incentive level; the funding based on the Company’s performance as described above; and the NEO’s individual performance. ICP awards for NEOs may be at, above, or below the target incentive. For 2022, each NEO was awarded the ICP amounts set forth in the table below.

NEO(1)	2022 ICP Target ($)	2022 ICP Award ($)
Greg Becker	2,200,000	1,500,000
Dan Beck	937,500	625,000
Michael Descheneaux	1,000,000	900,000
Philip Cox	700,000	325,000
Michael Zuckert	675,000	615,000

(1)Ms. Izurieta separated from the Company on October 1, 2022, and accordingly was not eligible to receive an ICP award for 2022. In accordance with her separation (without cause) agreement, Ms. Izurieta received a cash payment equal to a pro-rata portion of her target ICP bonus for 2022.

In determining 2022 awards, the independent members of the Board (with respect to the CEO) and the Comp/HC Committee (with respect to the other NEOs) considered a variety of factors, including: (i) the overall performance of the Company and the respective areas of oversight of each NEO in 2022, (ii) each NEO’s contributions to our business and financial results, execution of our 2022 corporate initiatives, and broader leadership within the organization, and (iii) each NEO's support and execution of risk management objectives.

Based on lower than target ICP funding and individual performance, Mr. Becker received 68% of his target and the other NEOs received ICP awards between 46% and 91% of their applicable ICP targets.

Greg Becker President and CEO	2022 Target ICP Award ($)	2022 ICP Award ($)	2022 ICP Award (% of Target)
	2,200,000	1,500,000	68%
Key Performance Factors
Mr. Becker's ICP award reflects the following performance in 2022 as the President and CEO: •Effective leadership and execution of the Company’s strategy, focusing on clients and employees in an uncertain market environment •Achievement of solid financial results, though was held accountable for balance sheet pressures stemming from declining deposits and overall market environment •Enhancement of the Executive Committee team by adding 3 seasoned leaders (our Chief Risk Officer, Chief Human Resources Officer and (joining in 2023) President of SVB Private), adding more gender diversity and thought leadership •Excellent client focus, including strong client satisfaction and acquisition •Continued advancement of DEI amongst employees and promotion of inclusion across the innovation economy •Strong leadership of the continued evolution of risk management and controls throughout the organization

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

Dan Beck Chief Financial Officer	2022 Target ICP Award ($)	2022 ICP Award ($)	2022 ICP Award (% of Target)
	937,500	625,000	67%
Key Performance Factors
Mr. Beck's ICP award reflects the following performance in 2022 as the Chief Financial Officer: •Strengthening of the Finance team by bringing in new talent •Continued strengthening of the Finance organization to meet applicable regulatory requirements, including capital planning, liquidity management and resolution planning •Effective engagement with investor community •Accountability for balance sheet pressures stemming from declining deposits and overall market environment •Strong leadership and support for the Company to meet expectations for large financial institutions ("LFI") and promotion of a strong risk culture

Michael Descheneaux President of Silicon Valley Bank	2022 Target ICP Award ($)	2022 ICP Award ($)	2022 ICP Award (% of Target)
	1,000,000	900,000	90%
Key Performance Factors
Mr. Descheneaux's ICP award reflects the following performance in 2022 as the leader of our core banking business: •Achievement of strong Net Promoter Scores, as well as record levels of commercial client acquisition and account openings •Successful leadership to drive our ongoing OneSVB initiative to deliver the Company’s full platform to clients •Continued progress on digitization of solutions and successful roll-out of key digital platforms, resulting in positive client feedback •Continued mentorship and development of key leaders across the banking organization •Engagement on risk management initiatives and priorities and ongoing efforts to instill a strong risk culture

Philip Cox Chief Operations Officer	2022 Target ICP Award ($)	2022 ICP Award ($)	2022 ICP Award (% of Target)
	700,000	325,000	46%
Key Performance Factors
Mr. Cox's ICP award reflects the following performance in 2022 as the leader of our Operations and Technology functions: •Effective delivery of key digital solutions, resulting in positive client feedback •Continued strong employee engagement across the Operations and Technology organization •Continued focus to enhance Operations and Technology to align with LFI practices •Partially met goals to carry out the Company’s technology strategy and to strengthen processes and controls

Michael Zuckert General Counsel	2022 Target ICP Award ($)	2022 ICP Award ($)	2022 ICP Award (% of Target)
	675,000	615,000	91%
Key Performance Factors
Mr. Zuckert's ICP award reflects the following performance in 2022 as the leader of our Legal function: •Strengthening of the Legal team by bringing in new talent and continuing to add diversity •Effective management of matters involving potential legal exposure •Strong focus on enhancing Board of Directors and management committee governance •Driving of risk management throughout the Legal function, resolving issues in a timely manner and proactively identifying risks •Advancement of the Company’s profile and innovation ecosystem initiatives in the New York market

SVB 2023 PROXY STATEMENT 57

PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

2023 ICP Design

For the 2023 performance year, the Comp/HC Committee has updated the current ICP design to include additional qualitative metrics when determining the funding factor for the year. While absolute and relative ROE will still be the majority of our ICP funding, the additional qualitative piece will balance the definition of performance to include non-financial measures based on the Company's strategic priorities. These will include metrics related to our clients and stakeholders, SVB's culture and values (including DEI objectives), and risk management and controls. The Comp/HC Committee will assess performance against each of these categories and determine an overall funding factor for the qualitative metrics.

Long-Term Equity Incentives

The Company believes that equity-based awards, in combination with the Company’s equity ownership guidelines discussed below, tie each of the NEOs’ compensation to the Company’s long-term financial performance and align the interests of the NEOs and our stockholders.

2022 Annual Awards

In 2022, 71% of the target total compensation provided to our CEO and 59% of the target total compensation provided to the other NEOs was equity-based, which aligns with the Comp/HC Committee's belief that there should be a strong alignment between executive pay and stockholder interests. Each NEO has a target award opportunity, the size of which reflects the NEO’s role, performance, and total target compensation, as well as comparative market equity compensation data for the NEO’s external peers. For 2022, each NEO was awarded a target equity award as set forth in the table below. The 2022 target equity award was comprised of 25% each of stock options and RSUs and 50% of PRSUs.

NEO(1)	2022 Target Equity Award ($)
Greg Becker	8,000,000
Dan Beck	2,400,000
Michael Descheneaux	3,200,000
Philip Cox	2,000,000
Michael Zuckert	1,500,000

(1)Ms. Izurieta ceased serving in her role as our Chief Risk Officer on April 29, 2022 in advance of her October 1, 2022 separation from the Company and did not receive an equity award for 2022.

Stock Options and Restricted Stock Units (RSUs)

Stock options and RSUs are subject to annual vesting over a 4-year period. The stock options have a maximum term of 7 years from the date of grant. No performance-based criteria are associated with stock options and RSUs, as the increase in their value is inherently tied to the future performance of our Common Stock.

Performance-based Restricted Stock Units (PRSUs)

PRSUs are earned based on the achievement of certain performance metrics, as determined by the Comp/HC Committee. After the end of the specified performance period, the Comp/HC Committee will determine the extent the NEOs earned the PRSUs, subject to a maximum total payout of 150% of target award. For 2022, the Comp/HC Committee granted PRSUs subject to vesting over a three-year period (from 2022-2024) based on two performance metrics for the PRSUs, as further described below: (i) TSR relative to peers, and (ii) ROE relative to peers. In each case, the slope was adjusted to reflect the decrease in the number of our peers for the 2022 Peer Group. To the extent earned, these awards are subject to additional time-based vesting through January 31, 2025.

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

TSR Performance Against 2022 Peer Group (50% of Award)

ROE Performance Against 2022 Peer Group (50% of Award)

50% of the PRSU award is eligible to vest based on the Company’s TSR* performance over a three-year period as ranked against the 2022 Peer Group. Consistent with prior years, the committee selected TSR because it correlates directly with the Company’s stock price performance, which is a direct measure of stockholder value. No payout is made if the Company ranks in any of the bottom four positions and a maximum payout (150%) is made if the Company ranks in the top four positions, subject to straight-line interpolation between rank of 11 (50%) and 4 (150%), subject to a payout cap of 100% if we achieve a negative TSR.

50% of the PRSU award is eligible to vest based on the Company’s ROE performance, measured on an annual basis over a three-year period, as ranked against the 2022 Peer Group, with the final payout calculated by averaging the funding factor of each of the three years (“Relative ROE”). The Comp/HC Committee selected Relative ROE because it aligns with stockholder interests and emphasizes long-term focus. No payout is made if the Company ranks in any of the bottom four positions and a maximum (150%) payout is made if the Company ranks in the top four positions, subject to straight-line interpolation between the ROE of rank #11 (50%) and the ROE of rank #4 (150%).

Company TSR Ranking Against 2022 Peer Group	Company REO Ranking Against 2022 Peer Group
Subject to interpolation between #4 and #11 rankings	Subject to interpolation between ROE of #4 and #11 ranked peers

*TSR is calculated on a cumulative basis with dividends reinvested. For purposes of this calculation, the stock price at the beginning of the performance period is the dividend-adjusted average closing stock price for the two months immediately preceding the performance period, and the stock price at the end of the performance period is the dividend-adjusted average closing stock price for the last two months of the performance period.

Long-Term PRSU Awards for Performance Period Ended in 2022

In 2020, each of the NEOs were granted PRSU awards subject to performance-based vesting over a 3-year performance period (2020-2022). The 2020 PRSUs were subject to vesting based on the following performance metrics: (i) 50% of the award was subject to the Company’s TSR performance relative to peers (similar to the 2022 PRSU award performance metric and based on our 2020 peer group of 16 companies), and (ii) 50% of the award was subject to the Company's 3-year average ROE relative to

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PROXY SUMMARY BOD & CORPORATE GOVERNANCE EXECUTIVE OFFICERS & COMPENSATION SECURITY OWNERSHIP INDEPENDENT AUDITOR MATTERS OTHER PROPOSALS MEETING & OTHER INFORMATION

peers (similar to the 2022 PRSU award performance metric and based on our 2020 peer group of 16 companies). The ROE metric did not have a threshold payout in 2020.

In January 2023, upon completion of the 3-year performance period, the Comp/HC Committee (and in the case of the CEO, the Board) determined that 62.5% of the target PRSU awards were earned, based on: (i) the Company’s TSR relative to peers (ranking 14th, earning 0%); and (ii) the Company's 3-year average ROE relative to peers (2020 ranking of first earning 150%; 2021 ranking of first earning 150%; and 2022 ranking of 10th earning 74%, for an average payout of 125%). The awards were also subject to a time-based vesting requirement and became fully vested as of January 31, 2023.

The following table illustrates the final result for each NEO's 2020 PRSU award. Upon her separation from the Company in 2022, Ms. Izurieta's 2020 PRSU award was forfeited.

NEO	2020 Target PRSUs	# Earned Shares
Greg Becker	13,005	8,128
Dan Beck	3,612	2,257
Michael Descheneaux	5,780	3,612
Philip Cox	3,612	2,257
Michael Zuckert	2,601	1,625

Executive Benefits and Other Executive Compensation-Related Matters

Executive Benefits

Employee Retirement Benefits

Our NEOs are eligible to participate in our SVB Financial Group 401(k) (“401(k) Plan”) and Employee Stock Ownership Plan (“ESOP”), our combined qualified retirement and profit-sharing plan that is generally available to the Company’s U.S. employees. Our NEOs participate in the plan on the same terms as all other eligible employees. We do not provide any pension, excess retirement or supplemental executive retirement (“SERP”) benefits to our NEOs.

Under our 401(k) Plan, our U.S. employees, including our NEOs, may make voluntary pre-tax and/or Roth post-tax deferrals up to the maximum provided for by IRS regulations and our Plan. The Company provides dollar-for-dollar matching contributions up to a maximum of 5% of eligible compensation or the Internal Revenue Section 401(a) compensation limit, whichever is less. Company 401(k) matching contributions vest immediately upon deposit into the individual’s 401(k) account.

The combined plan also includes a profit-sharing component. Under the ESOP, we may make discretionary annual contributions for U.S. employees, as determined by the Comp/HC Committee. ESOP and profit-sharing contributions may be in the form of cash, Common Stock or a combination of both, and are subject to certain vesting conditions. Contributions are determined based on the Company’s performance and are not adjusted to reflect individual performance.

Similar to prior years, for 2022, the Comp/HC Committee established performance criteria based on the Company’s adjusted ROE against budget (same as the calculation of 2/3 of the total ICP pool) to fund the ESOP and profit sharing contribution, and set the target funding level to 1.25% of a participant’s eligible compensation based on target ROE performance. The Comp/HC Committee has committed to a funding maximum of 5%, although a higher maximum is allowed under the 401(k) Plan. Based on the Company’s 2022 ROE performance, the Comp/HC Committee approved a contribution of 1.30% of eligible compensation in cash (50%) and Common Stock (50%) for all eligible participants.

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