SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

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☐	Soliciting Material Pursuant to Section 240.14a-12

STATE STREET CORPORATION

(Name of Registrant as Specified in its Charter)

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

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Ronald P. O’Hanley

Chairman, President

and Chief Executive Officer

April 6, 2022

Dear Shareholder:

We cordially invite you to the 2022 annual meeting of shareholders of State Street Corporation. The meeting will be held on May 18, 2022, at 9:00 a.m. Eastern Time. Due to concerns for the health and safety of our shareholders, employees and directors amidst the continued unpredictability of the COVID-19 pandemic, the annual meeting of shareholders will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/STT2022. You will be able to participate, submit questions and vote your shares electronically. The proxy statement and annual meeting provide an important opportunity for us to communicate with you as shareholders, and for you to communicate with us, on important topics such as our performance, corporate governance, the effectiveness of the Board of Directors and executive compensation. Details regarding virtual admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement. Your vote is very important to us. Whether or not you plan to attend the meeting online, please carefully review the enclosed proxy statement together with the annual report that accompanies it and then cast your vote. We urge you to vote regardless of the number of shares you hold. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

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

Sincerely,

 

Ronald P. O’Hanley

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900

April 6, 2022

 

NOTICE OF STATE STREET CORPORATION

2022 ANNUAL MEETING OF SHAREHOLDERS

Date	May 18, 2022
Time	9:00 a.m. Eastern Time
Location	Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2022
Purpose	1.	To elect 13 directors
	2.	To approve an advisory proposal on executive compensation
	3.	To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2022
	4.	To vote on a shareholder proposal, if properly presented at the meeting or if not previously withdrawn
	To act upon such other business as may properly come before the meeting and any adjournments thereof
Record Date	The directors have fixed the close of business on March 22, 2022, as the record date for determining shareholders entitled to notice of and to vote at the meeting.
Meeting Admission	If you wish to attend the annual meeting online, please enter the 16-digit control number included in your notice of Internet availability of the proxy materials or your proxy card, or by following the voting instructions that accompanied your proxy materials. A list of our registered holders as of the close of business on the record date will be made available to shareholders during the meeting at www.virtualshareholdermeeting.com/STT2022. To access such list of registered holders beginning April 8, 2022 and until the meeting, shareholders should email State Street Investor Relations at IR@statestreet.com.
Voting by Proxy	Please submit a proxy card or, for shares held in “street name” through a broker, bank or nominee, a voting instruction form, as soon as possible, so your shares can be voted at the meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered shareholder, you may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card or notice of Internet availability of proxy materials. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or Internet voting. Follow the instructions on the voting instruction form or notice of Internet availability of proxy materials that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the annual meeting.
	By Order of the Board of Directors,
	David C. Phelan
	Secretary

STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

Proxy Statement Summary Information

2022 Annual Meeting of Shareholders

Date:	May 18, 2022
Time:	9:00 a.m. Eastern Time
Location:	Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2022
Record date:	March 22, 2022

The proxy statement and annual report, and the means to vote electronically prior to the annual meeting, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed beginning on April 6, 2022, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

More information about the annual meeting is described under the heading “General Information About the Annual Meeting.”

Voting Matters and Recommendations

Item	Board Recommendation
Election of Directors (see “Item 1”)	FOR Each Director
Advisory Proposal on 2021 Executive Compensation (see “Item 2”)	FOR
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2022 (see “Item 3”)	FOR
Shareholder Proposal, if properly presented at the meeting or if not previously withdrawn (see “Item 4”)	AGAINST

The following summary provides general information about State Street Corporation, referred to as State Street or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2021 annual report on Form 10-K. Our 2021 annual report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of United States securities laws, including without limitation, statements regarding environmental, social and governance matters. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “goal,” “believe,” “will,” “may,” “plan,” “expect,” “intend,” “priority,” “outlook,” “guidance,” “objective,” “forecast,” “anticipate,” “estimate,” “seek,” “trend,” “target” and “strategy,” or similar statements or variations of such terms. Forward-looking statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Important factors that may affect future results and outcomes include but are not limited to those set forth in our 2021 annual report on Form 10-K and our subsequent SEC filings. We encourage investors to read those filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time.

i 2022 Notice of Meeting and Proxy Statement / State Street Corporation

About State Street

State Street Corporation is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. State Street provides financial and managerial support to our legal and operating subsidiaries. Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, we provide a broad range of financial products and services to institutional investors worldwide. We refer to State Street Bank and Trust Company as State Street Bank or the Bank.

As of December 31, 2021, on a consolidated basis we had total assets of $314.62 billion, total deposits of $255.04 billion, total shareholders’ equity of $27.36 billion and approximately 39,000 employees. We operate in more than 100 geographic markets worldwide, including the U.S., Canada, Europe, the Middle East and Asia.

We are a leader in providing financial services and products to meet the needs of institutional investors worldwide, with $43.68 trillion of assets under custody and/or administration and $4.14 trillion of assets under management as of December 31, 2021. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.

In 2021, State Street demonstrated meaningful strategic, operational and financial progress. We continued to execute against our annual business goals and drive our long-term strategy. The COVID-19 pandemic continued to have a significant impact on how we managed our workforce. We enhanced and expanded flexible work opportunities, embracing a hybrid model of working, while also giving nearly all employees the opportunity to return to the office. We performed well relative to our peers, improving key financial performance measures compared to 2020, including higher levels of servicing and management fee revenues, earnings per share (EPS), operating margin and return on average common equity (ROE). However, compared to 2020, net interest income (NII) decreased, mainly driven by the low interest rate environment, and total expenses increased 2% primarily reflecting targeted business investments offset with continued expense management efforts. We continued forward momentum in fulfilling our purpose to help create better investment outcomes for the world’s institutional investors and the people they serve. In doing so we: launched an enhanced Investment Servicing strategy tailored to deliver better growth across regions and client segments, while improving client experience and relationship management; improved our sales effectiveness, achieving a record $3.5 trillion of assets under custody and administration (AUC/A) wins, as well as historic full-year exchange-traded funds (ETF) net inflows; continued to execute on our State Street Alpha^SM strategy; and announced our agreement to acquire the Brown Brothers Harriman Investor Services business (BBH) subject to regulatory approvals and other closing conditions, which we expect to strengthen our market leadership in asset servicing, expand and deepen our international reach, propel our front-to-back Alpha strategy, enhance our financial profile and add strong talent and industry-leading service excellence.

The below financial results are presented on a non-GAAP basis. Additional performance indicators are presented in “Compensation Discussion and Analysis—Executive Summary—Corporate Performance Summary.”

Financial Performance

Consolidated Financial Performance, excluding notable items, non-GAAP ($ in millions, except per share data)⁽¹⁾

	2021	2020	Change
Total fee revenue	$10,012	$9,499	5.4%
Total revenue	11,916	11,703	1.8%
Expenses	8,662	8,542	1.4%
Operating Margin	27.3%	27.0%	30 bps
EPS	7.44	6.70	11.0%
Return on average common equity (ROE) (GAAP)	10.7%	10.0%	70 bps

(1)
Financial results in this section are presented on a non-GAAP basis, unless otherwise noted. Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix C.

State Street’s 2021 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2021 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.

2022 Notice of Meeting and Proxy Statement / State Street Corporation ii

Director Nominees

We believe that our Board members should have complementary skills and qualifications that form a depth of broad and diverse experiences. We are intent on maintaining the Company’s reputation for quality, integrity and high ethical standards and seek director nominees who have had substantial achievement in their personal and professional pursuits and possess the talent, experience and integrity necessary to effectively oversee our businesses and strategy and enhance long-term shareholder value. Based on these desired attributes, the Board has nominated the following 13 director nominees for election at the 2022 annual meeting of shareholders.

Director Nominee	Principal Occupation	Other Public Company Boards (#)	State Street Board Roles and Committee Memberships
Marie A. Chandoha* Director Since 2019	Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc.	1	•	Examining and Audit
			•	Technology and Operations
DonnaLee DeMaio*^ Director Since 2022	Retired Global Chief Operating Officer, American International Group, Inc. (AIG)	1		None
Patrick de Saint-Aignan* Director Since 2009	Retired Managing Director and Advisory Director, Morgan Stanley	None	•	Examining and Audit
			•	Executive
			•	Risk (Chair)
			•	Technology and Operations
Amelia C. Fawcett* Director Since 2006	Retired Chairman, Kinnevik AB	None	•	Lead Director
			•	Executive
			•	Human Resources
William C. Freda* Director Since 2014	Retired Senior Partner and Vice Chairman, Deloitte, LLP	None	•	Examining and Audit (Chair)
			•	Executive
			•	Risk
Sara Mathew* Director Since 2018	Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation	3(1)	•	Executive
			•	Human Resources (Chair)
			•	Nominating and Corporate Governance
William L. Meaney* Director Since 2018	President, Chief Executive Officer and Director, Iron Mountain Inc.	1	•	Executive
			•	Human Resources
			•	Nominating and Corporate Governance (Chair)
Ronald P. O’Hanley Director Since 2019	Chairman, President and Chief Executive Officer, State Street Corporation	1	•	Chairman
			•	Executive (Chair)
			•	Risk
Sean O’Sullivan* Director Since 2017	Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc	None	•	Executive
			•	Risk
			•	Technology and Operations (Chair)
Julio A. Portalatin* Director Since 2021	Retired President and Chief Executive Officer, Mercer Consulting Group, Inc.	None	•	Risk
			•	Technology and Operations
John B. Rhea* Director Since 2021	Partner, Centerview Partners, LLC	1	•	Technology and Operations
Richard P. Sergel* Director Since 1999	Retired President and Chief Executive Officer, North American Electric Reliability Corporation	1	•	Examining and Audit
			•	Human Resources
			•	Nominating and Corporate Governance
Gregory L. Summe* Director Since 2001	Managing Partner and Founder, Glen Capital Partners, LLC	3	•	Human Resources
			•	Nominating and Corporate Governance

* = Independent ^ = First-Time Nominee

(1)
In addition, Ms. Mathew serves as a director for the Federal Home Loan Mortgage Corporation, a government-sponsored enterprise.

iii 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance Summary

Our Board is committed to strong corporate governance practices and is intent on maintaining State Street’s reputation for quality, integrity and high ethical standards. In addition to adhering to the Investor Stewardship Group’s Corporate Governance Framework, as highlighted in Appendix B, the following summarizes key aspects of our corporate governance:

Board of Directors	Shareholders Rights and Engagement	Strategy, Compensation and Risk
• 12 of 13 director nominees are independent   • Annual director elections   • Annual assessment of effectiveness and qualifications of each director nominee   • 30% of director nominees are female and 23% are racially diverse   • Active independent Lead Director elected annually by all independent directors   • Board and committees meet regularly in executive session without management present   • At least 90% attendance by each director at Board and committee meetings	• Directors are elected by a majority of votes cast in uncontested elections and by plurality vote in contested elections   • Active shareholder outreach program, engaged or requested engagement with shareholders representing approximately 65% of our outstanding common stock in 2021   • No poison pill   • Proxy access by-law allows shareholders to include director nominees in State Street’s proxy materials   • No common stock supermajority vote requirements	• Board and Committee oversight of:     – strategy, financial performance, ethics and risk management     – succession planning for CEO and other executive officers     – environmental, social and governance (ESG) obligations, initiatives and strategies     – alignment of the Company’s incentive compensation arrangements with the Company's safety and soundness practices   • Directors and executive officers(1) are subject to stock ownership guidelines and are prohibited from short selling, options trading, hedging and speculative transactions in State Street securities   • Incentive compensation subject to clawback and forfeiture mechanisms

What’s New
•	We formalized our existing governance over environmental, social and governance (ESG) initiatives and activities by specifically including oversight responsibilities in the charters of each of the following Board committees: Examining and Audit, Human Resources, Nominating and Corporate Governance, Risk and Technology and Operations.
•	Our Board and the Nominating and Corporate Governance Committee engaged an independent third-party advisory firm to assist our Board and committee self-assessment process.
•	Our Human Resources Committee chair, Sara Mathew, participated in several of our 2021 shareholder engagement meetings, which included discussions of our executive compensation program design, corporate governance practices, climate and sustainability programs, diversity-related initiatives and progress made against our “10 Actions Against Racism and Inequality” and other ESG topics.
•	As part of our commitment to transparency, accountability and action, we launched a Civil Rights audit in early 2022 as the next step in strengthening our current programs and initiatives.
Additional information about State Street’s corporate governance practices is provided under the heading “Corporate Governance at State Street.”

(1)
Stock ownership guidelines are applicable to executive officers who serve on State Street’s Management Committee.

2022 Notice of Meeting and Proxy Statement / State Street Corporation iv

Environmental, Social and Governance

State Street deeply believes it is critical to our long-term success that we manage our business activities in a socially and environmentally responsible manner and that we give back to the communities in which we live and work. We recognize that sustainable growth comes from operating with absolute integrity and in a way that respects our shareholders, clients, employees, communities and the environment. We firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We believe we have a responsibility to enrich our communities and to be a leader in environmental sustainability, both in the way we carry out our operations and in the products and services we offer. As part of these efforts, the Board oversees our activities and practices on ESG-related matters and each of the committees of the Board oversees ESG matters within their respective scope of responsibilities, including climate-related matters. Additional information about our ESG activities and reporting according to the frameworks created by the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD) and Global Reporting Initiative (GRI), can be found on our website. ESG highlights and achievements for 2021 include the following:

 

2021 recognition for some of our ESG achievements include:

 

(1)
For Scope 1 and 2, based on independently reviewed data and resultant investment in Renewable Energy Credits and carbon offset projects.

v 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Overview of 2021 Executive Compensation Program

Sound Compensation and Corporate Governance Practices

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

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

• reward those executives for meeting or exceeding company and individual financial, business and leadership- and talent-related objectives

• drive long-term shareholder value and financial stability

• align incentive compensation with the performance results experienced by our shareholders through the use of significant levels of deferred equity-based compensation

• provide equal pay for work of equal value

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

We engage with our largest shareholders, among other things, to understand their perspectives on our executive compensation and corporate governance programs. For 2021, we engaged or requested engagement with shareholders representing more than half of our outstanding common stock. Based on discussions with our shareholders and the results of our “Say on Pay” vote, the Committee believes that our shareholders support our overall executive compensation program.

For each of our NEOs identified in the “Compensation Discussion and Analysis,” the Human Resources Committee determines the appropriate level of total compensation for the year. The Committee evaluates base salary and target incentive compensation levels at least annually. The Committee establishes incentive compensation targets for our NEOs each year. The targets are based on each executive’s role, responsibilities and performance trend, as well as competitive and market factors and internal equity.

Sound Compensation and Corporate Governance Practices

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

 

(1)
Excluding certain international assignment and relocation benefits.

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

2022 Notice of Meeting and Proxy Statement / State Street Corporation vi

Table of Contents

	Page
Summary Information	i
Letter from our Lead Director	1
Corporate Governance at State Street	2
Shareholder Engagement and Communications	2
Corporate Governance Guidelines and Independence	3
Standards of Conduct	4
Board Composition	4
Board Leadership Structure	10
Meetings of the Board of Directors and Annual Meeting of Shareholders	12
Committees of the Board of Directors	12
Non-Management Director Compensation	15
Related-Person Transactions	17
Human Capital	19
Item1: Election of Directors	22
Executive Compensation	31
Compensation Discussion and Analysis	31
Other Executive Compensation Information	61
Human Resources Committee Report	61
CEO Pay Ratio Disclosure	61
Alignment of Incentive Compensation and Risk	62
Summary Compensation Table	64
2021 Grants of Plan-Based Awards	66
Outstanding Equity Awards at Fiscal Year-End, December 31, 2021	68
2021 Stock Vested	69
2021 Nonqualified Deferred Compensation	70
Potential Payments upon Termination or Change of Control as of December 31, 2021	72
Item 2: Approval of Advisory Proposal on Executive Compensation	78
Examining and Audit Committee Matters	79
Examining and Audit Committee Pre-Approval Policies and Procedures	79
Audit and Non-Audit Fees	79
Report of the Examining and Audit Committee	80
Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm	81
Item 4: Shareholder Proposal	82
General Information About the Annual Meeting	85
Questions and Answers About Voting	85
Other Matters	88
Proposals and Nominations by Shareholders	88
Security Ownership of Certain Beneficial Owners and Management	89
Beneficial Owners	89
Management	90
Delinquent Section 16(a) Reports	90
Appendix A: Excerpt from State Street’s Corporate Governance Guidelines	A-1
Appendix B: State Street’s Governance Standards Relative to the Investor Stewardship Group’s Corporate Governance Framework	B-1
Appendix C: Reconciliation of Non-GAAP Financial Information	C-1

vii 2022 Notice of Meeting and Proxy Statement / State Street Corporation

 

To my fellow shareholders:

As State Street’s independent Lead Director, and on behalf of the entire Board of Directors, I look forward to joining you at our 2022 annual meeting of shareholders.

I am pleased to share that State Street finished 2021 with a strong performance and successfully executed against our strategic priorities despite the COVID-19 pandemic that persisted throughout 2021, introducing new developments that required State Street and its employees to continue to adapt to altered operating conditions. State Street and its employees continued to deliver results for our clients, shareholders and communities with determination, agility and innovation. The Board reviewed progress on key initiatives, monitored performance against corporate goals and oversaw strategic execution at its meetings during the year. The Board also reviewed its approach to corporate governance, as it does at least annually.

Board composition and refreshment is an important component of an effective Board. With seven new independent directors added to the Board in the last five years, we have gained fresh insights on State Street’s global operating model and strategic objectives. As we do every year, in 2021 we assessed the composition of the Board, including the qualifications, skillsets and experiences that will best serve State Street and our shareholders. To that end, I would like to introduce and welcome DonnaLee DeMaio, elected in March 2022. She served most recently as the Global Chief Operating Officer of AIG, and brings to the Board expertise in financial services, regulatory risk management and audit firm experience. We also benefited from the addition of two new members in March 2021, Julio Portalatin and John Rhea, both elected to join State Street as directors at the 2021 annual meeting of shareholders. Each immediately contributed new and meaningful perspectives to the Board’s deliberations, and provided constructive considerations for management.

The Board’s review of its governance processes brought further notable enhancements in 2021:

ESG Oversight. With the increased focus on ESG-related matters by our shareholders, clients, employees and communities, we formalized our existing governance over these initiatives and activities by specifically including oversight responsibilities in the charters of each of the following Board committees: Examining and Audit, Human Resources, Nominating and Corporate Governance, Risk and Technology and Operations.

Outside Board Service. We clarified our expectations regarding outside directorships held by our directors, recognizing the increasing demands of public company directorships and the need to balance the amount of time and commitment required to effectively serve State Street and its shareholders.

Board Performance Assessment. We engaged an independent third-party advisory firm to facilitate individual director assessments and collect director feedback on the performance of the Board and its principal standing committees. These assessments will serve as a foundation for continuous improvements around communication, committee management, director development and Board composition.

Several of these enhancements stemmed from shareholder discussions as part of our robust annual outreach program. At least twice per year, we undertake a formal process for senior executives to discuss a range of topics of interest to shareholders and receive feedback with the purpose of providing direct insight and informing Board and management action. Sara Mathew, the Chair of the Board’s Human Resources Committee, participated in several key discussions with shareholders this year. These exchanges have been particularly useful in recent years, and the Board values the input from shareholders as a component of its decision-making process.

I want to thank you for your continued support and investment in State Street. Once again, the Board looks forward to your participation in the 2022 annual meeting of shareholders.

Sincerely,

 

Amelia C. Fawcett

Lead Director

1 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 18, 2022

The proxy statement and annual report, and the means to vote electronically, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed on April 6, 2022, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

 

Corporate Governance at State Street

Shareholder Engagement and Communications

We believe that regular engagement with our shareholders is a critical component of our corporate governance program and is additive to the ongoing dialogue, conferences and meetings that our Investor Relations team and senior management hold with analysts and institutional investors throughout the year. Our shareholder engagement program provides management and the Board with valuable insights not only on corporate governance, compensation and environmental, social and governance (ESG) practices, but also with perspectives on our corporate strategy, performance and goals. Our shareholders also serve as an information resource regarding emerging trends that may impact State Street.

Our shareholder engagement process provides a recurring opportunity to receive feedback and to share updates throughout the year. The meetings are led by a cross-functional team of ESG, investor relations, human resources and legal senior leaders. Our independent directors (e.g., the Chair of our Human Resources Committee or our independent Lead Director) also participate in these meetings from time to time. These meetings are generally scheduled in the spring and fall, although meetings and follow-up occur at other times as well. The Board or a committee of the Board receives updates on the shareholder meetings at least twice per year and considers shareholder feedback in its decision-making.

In 2021, our Human Resources Committee chair, Sara Mathew, participated in several of our shareholder engagement meetings, which included discussion of topics such as our executive compensation program design, corporate governance practices, climate and sustainability programs, diversity-related initiatives and progress made against our ‘‘10 Actions,’’ and other environmental, social and governance (ESG) topics.

 

2021 Shareholder Engagement Snapshot

In the cycle of our 2021 program, we launched engagement in two stages. The first stage was in the Spring, just prior to the 2021 Annual Meeting of Shareholders and we contacted 33 shareholders representing approximately 59% of our outstanding common stock and met with shareholders representing approximately 33% of our outstanding common stock at the time. In the Fall, we conducted our primary annual outreach program, contacting 38 shareholders representing approximately 65% of our outstanding common stock and meeting with shareholders representing approximately 40% of our outstanding common stock at the time.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 2

Corporate Governance at State Street

Corporate Governance Guidelines and Independence

State Street’s Board of Directors, or Board, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines, or the Guidelines. Among other things, the Guidelines describe the role of the Board, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director.

The Guidelines also contain categorical standards for determining director independence under New York Stock Exchange, or NYSE, listing standards. In general, a director would not be independent under those standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, specified relationships or affiliations with State Street, its external or internal auditors or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street—other than director fees—and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached as Appendix A to this proxy statement.

The full Guidelines are available under the “Corporate Governance” section in the “Investor Relations” portion of our website at www.statestreet.com. In addition to the Guidelines, the charters for each principal standing committee of the Board are available in the same location on our website. State Street also follows the governance standards relative to the Investor Stewardship Corporate Governance Group’s (ISG) framework for U.S. listed companies. State Street’s alignment with the ISG framework is attached as Appendix B to this proxy statement.

Independent Director Governance
•	The independent directors meet in an executive session presided by the independent Lead Director at every regularly scheduled meeting of the Board and otherwise as needed
•	The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion. The regularity of these meetings fosters continuity for these discussions and allows for a greater depth and scope to the matters discussed

Pursuant to the Guidelines, the Board undertook its annual review of director independence in early 2022. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Guidelines, the purpose of the director independence review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that all of our directors, with the exception of Mr. O’Hanley, meet the categorical standards for independence under the Guidelines, have no material relationship with State Street (other than the role of director) and satisfy the qualifications for independence under the NYSE’s listing standards.

In making the independence determinations in 2022, the Board considered that the below identified individuals, or their respective family members, have the following relationships or arrangements that are deemed to be immaterial under the categorical standards for independence included in the Guidelines:

• commercial or charitable relationships with an entity for which the State Street director or family member serves as a non-management director, and with respect to which the director was uninvolved in negotiating such relationship (Messrs. Freda, Meaney, Portalatin and Rhea)

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

In 2021, none of these commercial or charitable relationships with affiliated entities involved amounts paid or received by State Street exceeding the greater of $1 million or 0.60% of the affiliated entity’s annual gross revenue.

3 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Standards of Conduct

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

Board Composition

The Nominating and Corporate Governance Committee, with input from the Board, is responsible for nominating directors for election each year and evaluating the need for new director candidates as appropriate. This assessment includes an evaluation of each director nominee’s skills and experience, and independence, as well as consideration of diverse perspectives and experiences, and other characteristics, such as race/ethnicity, gender identity, sexual orientation and nationality, in the context of the needs of the Board.

Director Nominee Characteristics and Qualifications
The Board expects all director nominees to possess the following attributes or characteristics:
•	unquestionable business ethics, irrefutable reputation and superior moral and ethical standards
•	informed and independent judgment with a balanced perspective, financial literacy, mature confidence, high performance standards and incisiveness
•	ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with State Street’s operating and administrative procedures
•	a global vision of business with the ability and willingness to work closely with the other Board members
Taken as a whole, the Board expects one or more of its members to have the following skillsets, specific business background and global or international experience:
•	experience in the financial services industry
•	experience as a senior officer of a well-respected public company
•	experience as a senior business leader of an organization active in our key international growth markets
•	experience in key disciplines of significant importance to State Street’s overall operations
•	qualification as an audit committee financial expert
•	qualification as a risk management expert

2022 Notice of Meeting and Proxy Statement / State Street Corporation 4

Corporate Governance at State Street

Board, Committee and Director Self-Assessment

As part of the annual evaluation on the composition of the Board, the Nominating and Corporate Governance Committee facilitates an assessment of the performance and effectiveness of the Board and each principal standing committee. This evaluation also includes an annual assessment of each director’s performance and contributions to the overall effectiveness of the Board and its committees.

 

The purpose of the Board and committee assessment is multi-facetted with the primary goal to evaluate the effectiveness, function, strength and productivity of the Board and its committees, and also to highlight potential areas for change and improvement. The Nominating and Corporate Governance Committee also leveraged the self-assessment process to guide Board refreshment and succession planning efforts, and in evaluating the key skills and qualifications of members of the Board that are aligned with State Street strategy and to determine the nominees to stand for annual shareholder election.

The Nominating and Corporate Governance Committee and the Board engaged an independent third-party advisory firm to assist with the 2021 self-assessment process. The Board and the Nominating and Corporate Governance Committee believe that the involvement of an advisory firm supported this year’s process with valuable insights and feedback. The self-assessment procedure illustrated below and performed for 2021 was developed with guidance from the advisory firm.

5 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

 

Assessment Themes and Development Plans

As part of the Board and committee self-assessment process, the Nominating and Corporate Governance Committee and the Board met with the third-party advisory firm and discussed the themes and overall findings, including the strengths and areas of potential improvement of the Board and its various committees. In addition, the Chairman, the Chair of the Nominating and Corporate Governance Committee and the independent Lead Director discussed with the third-party advisor the feedback for the Board, the strengths and areas of potential development of each director and developed action plans to address recommended enhancements.

As part of director development, each director was provided with individual feedback, insights on strengths and development opportunities. Based on the results of the 2021 assessment process, the Board believes that each of the director nominees serving at the time has substantial achievement in his or her personal and professional pursuits and has talents, experience, judgment and integrity that will contribute to the best interests of State Street and to long-term shareholder value. The nominees as a group possess the skillsets, specific business background and global or international experience that the Board desires. The director nominee biographies set forth in this proxy statement under the heading “Item 1—Election of Directors” indicate each nominee’s qualifications, skills, experience and attributes that led the Board to conclude he or she should continue to serve as a director of State Street.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 6

Corporate Governance at State Street

Director Identification and Selection Process

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

 

Ms. DeMaio was first identified by a third-party search firm that was retained to identify potential director candidates. At the request of the Nominating and Corporate Governance Committee, the search firm first discussed with the members of the Committee the priority characteristics, skills and experience of a new director candidate, in light of the preferred individual and Board qualities discussed above. The search firm provided the Committee a diverse pool of director candidates who were interested in State Street and who met the selection criteria, and the Chairman of the Board, independent Lead Director, Chair of the Nominating and Corporate Governance Committee and select members of the Committee and Board conducted interviews. The Board elected Ms. DeMaio as a director in March 2022 as she meets the criteria identified by the Board for new directors, including Ms. DeMaio's broad experience across financial sectors and corporate audit background and enhanced the overall effectiveness and composition of the Board. Ms. DeMaio is deemed independent by the Board under the Corporate Governance Guidelines.

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

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

7 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Director Nominee Qualifications, Diversity and Skills

We believe that our Board of Directors should have a variety of qualifications, skillsets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominating and Corporate Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds, independence and tenure of Board service, and other demographics such as race and ethnicity, gender identity, sexual orientation and nationality, in the context of the needs of the Board. The Nominating and Corporate Governance Committee is committed to actively seeking diverse candidates for the pool from which director candidates are chosen. The Committee does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination. As summarized below, each of our directors brings to the Board a variety of qualifications and skills and, collectively, these qualifications form a depth of broad and diverse experiences that help the Board effectively oversee our activities and operations.

 

2022 Notice of Meeting and Proxy Statement / State Street Corporation 8

Corporate Governance at State Street

Director Nominee Skills, Qualifications and Demographics

 

Board Composition Highlights

 

9 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Board Leadership Structure

Board Governance

State Street’s leadership structure includes an independent Lead Director of the Board. This position is currently held by Dame Amelia C. Fawcett. She was elected to her third one-year term as Lead Director in May 2021.

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

Role of the Independent Lead Director
•	Elected annually by the independent directors to serve a one-year term
•	Expected to participate in, and attend, meetings of all of the Board’s committees, providing valuable committee overlap to enable optimal agenda coordination, insight and consistency across all committees
•	Presides at all meetings of the Board during which the Chairman is not present, including all executive sessions of independent directors occurring at every regularly scheduled Board meeting
•	Serves as a liaison between the Chairman and the independent directors
•	Authorized to call additional meetings of the independent directors
•	Communicates frequently with the Chairman to provide feedback and implement the decisions and recommendations of the independent directors
•	Conducts an annual process for reviewing the Chief Executive Officer’s performance and reports the results of the process to the other independent directors
•	Meets at least annually with such members of the senior leadership team as the Lead Director determines from time to time
•	Represents the Board in discussions with stakeholders and communicates with regulators
•	Approves, in consultation with the Chairman, the agendas for Board meetings and information sent to the Board and the matters voted on by the full Board

Board Leadership Review Process

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

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

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

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

• oversight of State Street is the responsibility of our Board as a whole, which maintains a majority of independent directors (12 out of 13 director nominees), and this responsibility can be properly discharged with a strong, active and engaged independent Lead Director

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

2022 Notice of Meeting and Proxy Statement / State Street Corporation 10

Corporate Governance at State Street

Communication with the Board of Directors

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

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

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

From within the United States and Canada: 1-888-736-9833 (toll-free)	ATTN: State Street 5500 Meadows Road, Suite 500 Lake Oswego, OR 97035 USA	https://secure.ethicspoint.com/ domain/media/en/gui/55139/ index.html

For country-specific phone numbers, please visit www.statestreet.com.

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

11 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Meetings of the Board of Directors and Annual Meeting of Shareholders

During 2021, the Board of Directors held 8 meetings, and each of the incumbent directors attended, either in-person or virtually, at least 90 percent of the total of all meetings of the Board and committees on which the director served during his or her service as a director during the year.

Although State Street does not have a formal policy regarding attendance of directors at the annual meeting of shareholders, all directors are encouraged to attend. Each of the twelve directors on the Board at the time of our 2021 annual meeting of shareholders attended the virtual meeting.

Committees of the Board of Directors

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

Examining and Audit Committee

Current Members: • William C. Freda, Chair • Marie A. Chandoha • Patrick de Saint-Aignan • Richard P. Sergel 13 Meetings in 2021	Primary Responsibilities:
	• Responsible for the appointment (including qualifications, performance, independence and periodic consideration of retaining a different firm), compensation, retention, evaluation and oversight of the work of State Street’s independent registered public accounting firm, including sole authority for the establishment of pre-approval policies and procedures for all audit engagements and any non-audit engagements
	• Discusses with the independent auditor critical accounting policies and practices, alternative treatments of financial information, the effect of regulatory and accounting initiatives and other relevant matters
	• Oversees the operation of our system of internal control covering the integrity of our consolidated financial statements and reports; compliance with laws, regulations and corporate policies; and the performance of corporate audit
	• Reviews the effectiveness of State Street’s compliance program
	• Conducts an annual performance evaluation of the General Auditor and reviews the performance of the Chief Compliance Officer and other senior members of management as appropriate
	• Oversees the Company’s efforts to promote and advance a culture of compliance and ethical business practices
	• Oversees the compliance, culture and reporting components of State Street’s environmental, social and governance (ESG) obligations, initiatives and activities
All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC and are considered audit committee financial experts (as defined by SEC rules).

2022 Notice of Meeting and Proxy Statement / State Street Corporation 12

Corporate Governance at State Street

Executive Committee

Current Members: • Ronald P. O’Hanley, Chair • Patrick de Saint-Aignan • Amelia C. Fawcett • William C. Freda • Sara Mathew • William L. Meaney • Sean O’Sullivan No Meetings in 2021	Primary Responsibilities:
	• Committee members are the Chairs of each Committee, the independent Lead Director and Chairman of the Board
	• Authorized to exercise all the powers of the Board, except as otherwise limited by Massachusetts law or the Committee’s charter
	• Reviews, approves and acts on matters on behalf of the Board at times when it is not practical to convene a meeting of the Board to address such matters
	• Depending on meeting activities, if any, periodically reports to the Board

Human Resources Committee

Current Members: • Sara Mathew, Chair • Amelia C. Fawcett • William L. Meaney • Richard P. Sergel • Gregory L. Summe 7 Meetings in 2021	Primary Responsibilities:
	• Oversees human capital management strategies, the operation of all compensation plans, policies and programs in which executive officers participate and certain other incentive, retirement, health and welfare and equity plans in which employees participate
	• Oversees the alignment of our incentive compensation arrangements with the safety and soundness of State Street, including the integration of risk management objectives and related policies, arrangements and control processes, consistent with applicable regulatory rules and guidance
	• Acting together with the other independent directors, annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation; evaluates the Chief Executive Officer’s performance; and reviews, determines and approves, in consultation with the other independent directors, the Chief Executive Officer’s compensation
	• Reviews, evaluates and approves the total compensation of all executive officers
	• Approves the terms and conditions of employment and any changes thereto, including any restrictive provisions, severance arrangements and special arrangements or benefits, of any executive officer
	• Adopts equity grant guidelines in connection with its overall responsibility for all equity plans and monitors stock ownership of executive officers who are members of the Management Committee
	• Appoints and oversees compensation consultants and other advisors retained by the Committee
	• Oversees the human capital management components of State Street’s ESG obligations, initiatives and activities
All members meet the independence requirements of the listing standards of the NYSE.

13 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Nominating and Corporate Governance Committee

Current Members: • William L. Meaney, Chair • Sara Mathew • Richard P. Sergel • Gregory L. Summe 5 Meetings in 2021	Primary Responsibilities:
	• Assists the Board with respect to issues and policies affecting our governance practices, including succession planning for executive officers, identifying and recommending director nominees and shareholder matters
	• Recommends each committee’s composition and leads the Board in its annual review of the Board’s and each committee’s performance
	• Reviews and approves State Street’s related-person transactions, reviews the amount and form of director compensation and reviews reports on regulatory, political and lobbying activities of State Street
	• Oversees the corporate governance components of State Street’s ESG obligations, initiatives and activities
All members meet the independence requirements of the listing standards of the NYSE.

Risk Committee

Current Members: • Patrick de Saint-Aignan, Chair • William C. Freda • Ronald P. O’Hanley • Sean O’Sullivan • Julio A. Portalatin 8 Meetings in 2021	Primary Responsibilities:
	• Oversees the operation of our global risk management framework, including the risk management policies for our operations
	• Reviews the management of all risk applicable to our operations, including credit, market, interest rate, liquidity, operational, technology, business, compliance and reputation risks
	• Oversees our strategic capital governance principles and controls, monitors capital adequacy in relation to risk and discharges the duties and obligations of the Board under applicable Basel, Comprehensive Capital Analysis and Review, Comprehensive Liquidity Assessment and Review and resolution and recovery planning requirements
	• Conducts an annual performance evaluation of the Chief Risk Officer
	• Oversees the risk management components, including climate risk, of State Street’s ESG obligations, initiatives and activities

Technology and Operations Committee

Current Members : • Sean O’Sullivan, Chair • Marie A. Chandoha • Patrick de Saint-Aignan • Julio A. Portalatin • John B. Rhea 8 Meetings in 2021	Primary Responsibilities:
	• Oversees technology and operational risk management and the role of these risks in executing the Company’s strategy in support of State Street’s global business requirements
	• Reviews material strategic initiatives from a technology and operational risk perspective
	• Reviews technology related risks, including corporate information security, cybersecurity, operational and technology resiliency and data management
	• Oversees the technology and operational risk components of State Street’s ESG obligations, initiatives and activities

2022 Notice of Meeting and Proxy Statement / State Street Corporation 14

Corporate Governance at State Street

Non-Management Director Compensation

General

The Nominating and Corporate Governance Committee annually reviews, and recommends to the Board, the form and amount of non-management director compensation. In conducting its review, the Committee uses the Compensation Peer Group that is used by the Human Resources Committee for executive compensation generally and, like the Human Resources Committee, used the services of Meridian Compensation Partners for 2021. Information on State Street’s peer group and compensation consultant is described under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Elements of Compensation.”

The Committee did not treat Compensation Peer Group data as definitive when determining non-management director compensation. Rather, it referenced this peer group compensation, as well as trends in director compensation generally and within the industry, and formed its own perspective on compensation for our non-management directors. In 2021, the Committee made its recommendation to the Board, which, following the May 2021 annual meeting of shareholders, approved compensation for all non-management directors effective through the 2022 annual meeting of shareholders. There were no changes to director compensation from the prior year. Mr. O’Hanley, as an employee director, does not receive any additional compensation for his services as a director.

Compensation

For the 2021–2022 Board year (the period between the 2021 and 2022 annual meetings of shareholders), non-management directors receive the following compensation:

Compensation Component(1)	Value ($)(2)	Vehicle(3)
Annual Retainer	$90,000	Cash or shares of State Street common stock
Annual Equity Award	195,000	Shares of State Street common stock
Additional Independent Lead Director Retainer	125,000	Cash or shares of State Street common stock
Examining and Audit Committee and Risk Committee Chair Retainers	30,000	Cash or shares of State Street common stock
Human Resources Committee Chair Retainer	25,000	Cash or shares of State Street common stock
Nominating and Corporate Governance Committee and Technology and Operations Committee Chair Retainers	20,000	Cash or shares of State Street common stock
Examining and Audit Committee and Risk Committee Member Retainers(4)	20,000	Cash or shares of State Street common stock

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

(2)
The annual retainer and annual equity award are pro-rated for any non-management director joining the Board after the annual meeting. Committee retainers are pro-rated for any non-management director joining a committee during the Board year.

(3)
Non-management directors may elect to receive their retainers in cash or shares of State Street common stock. For non-management directors elected at the annual meeting, all awards made in shares of State Street common stock are granted based on the closing price of our common stock on the NYSE on the date of the annual meeting that begins the period, rounded up to the nearest whole share. Under the 2017 Stock Incentive Plan, with limited exceptions, the total value of all compensation components to a non-management director cannot exceed $1.5 million in a calendar year.

(4)
The Examining and Audit Committee and Risk Committee member retainer is payable to each member of the respective committee, other than the Lead Director and the committee’s chair.

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

15 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Director Stock Ownership Guidelines

Under our stock ownership guidelines, all non-management directors are required to maintain a target level of stock ownership equal to eight times the annual retainer of $90,000 for a total of $720,000. Non-management directors must hold all net shares received until they reach the target ownership level. For purposes of these stock ownership guidelines, the value of shares owned is based on the closing price of our common stock on the NYSE on the date that we use for the beneficial ownership table under the heading “Security Ownership of Certain Beneficial Owners and Management.” Non-management directors are credited with all shares they beneficially own for purposes of the beneficial ownership table, including any deferred share awards. Non-management directors are expected to attain the ownership level ratably over five years.

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

As of March 1, 2022, Ms. Chandoha and Messrs. Portalatin and Rhea exceeded the pro-rated expected level of ownership but are below the full target ownership level, and therefore are subject to the holding requirement. Ms. DeMaio was not a member of the Board on March 1, 2022. Each of the other non-management directors exceeded the full target level of ownership under the guidelines.

2021 Director Compensation

The following table shows the compensation our non-management directors were paid during 2021 for their service as directors:

Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards(2) ($)	All Other Compensation(3) ($)	Total ($)
Marie A. Chandoha	$110,000	$195,005	$40,407	$345,412
Patrick de Saint-Aignan	140,000	195,005	40,813	375,818
Lynn A. Dugle(4)	—	—	49,203	49,203
Amelia C. Fawcett	215,000	195,005	25,547	435,552
William C. Freda	140,000	195,005	40,813	375,818
Sara Mathew	115,000	195,005	—	310,005
William L. Meaney	110,000	195,005	70,547	375,552
Sean P. O'Sullivan	130,000	195,005	—	325,005
Julio A. Portalatin(5)	125,000	227,567	—	352,567
John B. Rhea(5),(6)	—	332,637	27,849	360,486
Richard P. Sergel	110,000	195,005	14,818	319,823
Gregory L. Summe	90,000	195,005	40,547	325,552

(1)
Ms. DeMaio was elected to the Board on March 28, 2022 and is therefore not included in the 2021 Director Compensation table.

(2)
On May 19, 2021, each non-management director other than Ms. Dugle received 2,319 shares of State Street common stock valued at $195,005 based on the closing price of our common stock on the NYSE of $84.09. Stock awards to non-management directors vest immediately, and there were no unvested non-management director stock awards as of December 31, 2021.

(3)
Perquisites received in 2021 include director life insurance coverage, business travel accident insurance and medical benefits abroad coverage for international travel on behalf of State Street, ($813 for Messrs. de Saint-Aignan, Freda and Sergel; $547 for Dame Amelia Fawcett and Messrs. Meaney and Summe; $407 for Ms. Chandoha, $349 for Mr. Rhea and $203 for Ms. Dugle). Charitable contributions by non-management directors are eligible for a Company matching contribution of up to $40,000 per calendar year under the State Street matching gift program. Matching charitable contributions made on behalf of the non-management directors during 2021 were $70,000 for Mr. Meaney, which included $30,000 of prior calendar year contributions matched in 2021 and $40,000 of 2021 calendar year contributions matched in 2021; $40,000 for Mses. Chandoha and Dugle and Messrs. de Saint-Aignan,

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Corporate Governance at State Street

Freda and Summe; $27,500 for Mr. Rhea; $25,000 for Dame Amelia Fawcett and $14,005 for Mr. Sergel. Ms. Dugle's perquisites also include a retirement gift ($9,000) in recognition of her six years of service as a member of the Board. Perquisites and other personal benefits for Ms. Mathew and Messrs. O'Sullivan and Portalatin have not been reported because the total did not exceed $10,000.

(4)
Ms. Dugle retired from the Board effective May 19, 2021. The retainers and equity award for Ms. Dugle's Board service during 2021 were paid during 2020 and reported in our proxy statement for the 2021 annual meeting of shareholders.

(5)
Messrs. Portalatin and Rhea joined the Board in March 2021. For their service between March 2021 and the 2021 annual meeting of shareholders, they each received (a) a pro-rated annual retainer: $15,000 in cash for Mr. Portalatin and 189 shares of State Street common stock with a total value of $15,010 based on the closing price of our common stock on the NYSE on March 5, 2021 of $79.42 for Mr. Rhea, who elected to receive his annual retainer in common stock in lieu of cash, and (b) a pro-rated annual equity award of 410 shares of State Street common stock with a total value of $32,562 based on the closing price of our common stock on the NYSE on March 5, 2021 of $79.42.

(6)
Mr. Rhea elected to receive his annual retainer in common stock in lieu of cash. As a result, he received an additional 1,071 shares of State Street common stock with a total value of $90,060 based on the closing price of our common stock on the NYSE on May 19, 2021 of $84.09.

Related-Person Transactions

The Board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest. A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s General Counsel. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. A related-person transaction reviewed under the policy will be considered approved if it is authorized by the Nominating and Corporate Governance Committee (or the Committee Chair) after full disclosure of the related person’s interest in the transaction. Such reporting and review shall occur prior to the effectiveness or consummation of the transaction. The General Counsel may present a related-person transaction arising in the time period between meetings of the Committee to the Chair of the Committee, who shall review and may approve the related-person transaction. The Chair shall report on any related-person transaction reviewed by the Chair at the next meeting of the Committee. Any ongoing related-person transactions are reviewed annually to evaluate whether or not they should be permitted to continue.

Related-Person Transaction Considerations
As appropriate for the circumstances, the Nominating and Corporate Governance Committee (or the Committee Chair) will review and consider:
•	the related person’s interest in the related-person transaction
•	the approximate dollar value of the amount involved in the related-person transaction
•	the approximate dollar value of the related person’s interest in the transaction without regard to any profit or loss
•	whether the transaction was undertaken in the ordinary course of State Street’s business
•	whether the transaction with the related person is on terms no less favorable to State Street than terms that could be reached with an unrelated third-party
•	the purpose of the transaction and the potential benefits to State Street
•	any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction

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

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Corporate Governance at State Street

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

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

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

David G. Phelan, the son of David C. Phelan, our Executive Vice President, General Counsel and Secretary, was employed with State Street until December 2021 as a Vice President in State Street’s Global Markets division. In 2021, David G. Phelan received total compensation of less than $250,000. David G. Phelan’s compensation was determined by his manager and leadership in the Global Markets division in accordance with standard division and Company compensation practices applicable to similarly situated employees with no influence, input or involvement by David C. Phelan. In accordance with the policy, the Nominating and Corporate Governance Committee reviewed and approved the employment relationship between State Street and David G. Phelan.

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

2022 Notice of Meeting and Proxy Statement / State Street Corporation 18

Corporate Governance at State Street

Human Capital

State Street’s employees are a core asset and a key driver of our long-term performance. Our employees drive the company’s value proposition, innovate better ways to serve our clients and act as custodians of our reputation. We seek to empower our employees by:

• Providing development and learning opportunities to help each person reach their full potential

• Promoting an inclusive, diverse and equitable workplace

• Improving organizational effectiveness

Our focus on attracting, developing and motivating employees is a key component of our long-term strategy. Accordingly, we measure our executives’ performance and adjust their compensation based on critical leadership behaviors and culture traits that align with our human capital strategy, including progress towards our diversity goals.

 

19 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Corporate Governance at State Street

Highlights of our human capital strategy and initiatives from 2021 and early 2022 are noted below. Additional detail, including EEO-1 data, can be found on our website.

Workforce Profile			Inclusion, Diversity and Equity (ID&E)	Employee Benefits and Wellbeing
Managing and supporting approximately 39,000 employees located in 30 countries			Working to accelerate progress on our ID&E programs via our “10 Actions”	Offering comprehensive and flexible benefit programs designed to meet the changing needs of our employees and their families
Employee Profile			•  Management Leadership for Tomorrow (MLT) independently certified our data-driven, comprehensive plan, which is focused on achieving five pillars    ✔ Black representation at every level    ✔ Compensation equity    ✔ Inclusive, anti-racist work environment    ✔ Racially-just business practices    ✔ Racial justice contributions and investments   •  Made tangible progress against our “10 Actions,” including engaging our entire workforce in inclusion and anti-racism conversations and enhancing our suite of training programs on these topics   •  Announced the undertaking of an external Civil Rights audit to assess the impacts of our business products and services   •  Leveraged 24+ Employee Networks with 100+ chapters globally to facilitate courageous conversations and drive engagement	•  Flexible work programs help employees manage the demands of their personal and professional lives   •  Physical, emotional and financial wellness programs make for a happier and healthier workforce   •  Parental and caretaker support benefits provide aid through life’s important events   •  Enhanced pandemic-related benefits maintained for 2021 (varying by location), providing support for COVID-19-related medical costs, additional time off, backup childcare options and reimbursement for home office equipment
	Women (Global)	Employees of Color (U.S. only)
Management (Senior Vice President+)	32%	16%
Non- Management	45%	35%
Overall	45%	34%
Note: Employee data as of December 31, 2021

Culture and Engagement	Learning and Development	Stewardship and Community Leadership
Leveraging shared traits and behaviors as a way to promote strong levels of employee connection to the company and to drive our business strategy and operating model	Developing and training our workforce through a learner-centric approach to skills-training, including easily-accessible education options	Impacting communities around the world through employee volunteering and financial support
•  Embedding culture traits and enterprise-wide behaviors to drive business strategy   •  Encouraging integrity and ethical decision making and providing multiple avenues to speak up about behavior inconsistent with our values fosters trust and accountability   •  Frequent employee surveys provide insight into employee sentiment on topics such as engagement, development, alignment, work/life balance, manager qualities and risk excellence	•  Internship and rotational programs to develop high-performing recent graduates to position them for early career success   •  Rotational leadership development program and tailored development opportunities for high potential middle managers to build internal pipeline of talent for future leadership roles   •  Developing and training our workforce to meet the evolving demands of our industry through enhanced learning curricula with modern, flexible learning options	•  Partnering with charitable organizations in Poland to support refugees from Ukraine through humanitarian relief and employment assistance, such as translation, interview preparation, and resume drafting skills, and providing financial support through a grant to a Poland nonprofit and matching employee donations to Poland refugee relief on a 2:1 basis   •   Supporting local non-profit organizations and driving employee engagement through skills-based volunteering   •  Setting and working towards aggressive science-based environmental goals to reduce the environmental footprint of our business

2022 Notice of Meeting and Proxy Statement / State Street Corporation 20

Corporate Governance at State Street

Performance Management	Other Recognition Opportunities	Equitable Employment Practices
Motivating and rewarding high-performing employees with competitive incentive opportunities, encouraging employees to learn and grow in their careers	Providing monetary and non-monetary recognition for specific behaviors that drive our business strategy and culture	Supporting equal pay for equal work and working to increase the representation of women and employees of color throughout our organization, especially among our senior executives
•  Employing a pay-for-performance philosophy and differentiating pay to reward our highest performers   •  Aligning employee and shareholder interests by delivering a significant portion of incentive compensation in deferred equity-based pay to our senior executives   •  Employing a performance management process that involves collaborative planning and ongoing performance assessments, accounting for evolving business priorities and enabling better performance differentiation   •  Linking our culture to performance management by encouraging performance priorities that connect to critical enterprise-wide behaviors that drive our culture and by adjusting senior executive compensation based on progress against diversity initiatives	•  Expanding the use of our new recognition and rewards platform, which is designed to acknowledge and reward employees who exhibit or role model our culture traits   •  Recognizing employees who exhibit exemplary risk management performance, encouraging ethical behavior and courage in speaking up   •  Recognizing employees who embody the spirit of our “10 Actions,” and who role model allyship and commitment to our “10 Actions” principles   •  Recognizing employees who have made outstanding volunteer contributions to charitable organizations in their communities	•  Applying a global policy to not ask for compensation history for both internal and external hires   •  Requiring a diverse candidate slate for all management-level positions and some non management-level positions, and strongly encouraging interview panels that reflect demographic and geographic diversity   •  Providing training on recognizing unconscious bias, making fair and consistent compensation decisions, and developing and applying inclusive management behaviors

Board and Management Oversight of Human Capital

Our Board of Directors’ Human Resources Committee has oversight of human capital management, including recruitment, retention, and inclusion and diversity initiatives. A management-level committee, the Enterprise Talent Management Committee, provides leadership and input on all aspects of our global talent-related initiatives that support achievement of our strategic priority to become a higher-performing organization. The Enterprise Talent Management Committee operates as a subcommittee of our Management Committee, which is a senior leadership committee overseeing our global business activities.

21 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Item 1: Election of Directors

 

The Board of Directors unanimously recommends that you vote

FOR

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

 

Each director elected at the 2022 annual meeting of shareholders will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’s by-laws. Of the 13 director nominees, 12 are non-management directors and one serves as the Chief Executive Officer of State Street. All of the non-management directors are independent, as determined by the Board under the applicable definition in the NYSE listing standards and the State Street Corporate Governance Guidelines.

Pursuant to State Street’s by-laws, the Board has fixed the number of directors at 13. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 13 director nominees listed below. We have no reason to believe that any nominee will be unavailable for election at the annual meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of directors to be elected at the annual meeting. Information relating to each nominee for election as director is described below, including:

• age and period of service as a director of State Street

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

• community activities

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

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

2022 Notice of Meeting and Proxy Statement / State Street Corporation 22

Item 1: Election of Directors

MARIE A. CHANDOHA Age 60, Director since 2019 Board Roles and Committees • Examining and Audit Committee • Technology and Operations Committee	Career Highlights
	• Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc., the investment management subsidiary of Charles Schwab Corporation, an NYSE-listed brokerage and wealth management firm (2010 to 2019); Chief Investment Officer (2010)
	• Director, Macy’s Inc., a retail department store (2022 to present)
	• Former Managing Director, Head, ETF, Index and Model-Based Fixed Income Portfolio Management, BlackRock, Inc., an investment management company (2009 to 2010); Global Head, Fixed Income Business, Barclays Global Investors (2007 to 2009) prior to acquisition by BlackRock, Inc.
	• Former Co-Head and Senior Portfolio Manager of the Montgomery Fixed Income Division, Wells Capital Management, an investment management company (1999 to 2007)
	Qualifications and Attributes
	Prior to retiring from her role as president and chief executive officer of Charles Schwab Investment Management, Inc., Ms. Chandoha implemented a new vision of the business by reorganizing the leadership team, adding strong governance and risk management and by delivering transparent, low-cost and straightforward investment products and solutions. In addition, Ms. Chandoha transformed the technology and operational platform to efficiently scale and grow the company and increased third-party distribution capabilities. Before joining Charles Schwab Investment Management, Inc., Ms. Chandoha was the global head of the fixed income division of BlackRock, Inc. where she focused on commercialization, innovation and new product development. Ms. Chandoha’s more than 35 years of experience as a leader in the financial services industry and her record transforming businesses provides the Board with valuable expertise as State Street continues its technological innovation to continue exceeding client expectations. She currently serves as an advisory committee member for Zoe Financial, Inc. Ms. Chandoha is vice chair of the California chapter of the Nature Conservancy and previously served as member of the board of governors and executive committee of the Investment Company Institute. She received a B.A. degree in economics from Harvard University.

23 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Item 1: Election of Directors

DONNALEE DEMAIO Age 63, Director Since 2022 Board Roles and Committees None	Career Highlights
	• Retired Executive Vice President and Global Chief Operating Officer, General Insurance, American International Group, Inc. (AIG), an NYSE-listed global finance and insurance company (2018 to 2019); Executive Vice President and Chief Auditor (2017 to 2018); President and Global Head of Credit Lines (2015 to 2016); President and Chief Executive Officer, United Guaranty Corporation, an AIG subsidiary (2012 to 2017); Chief Operating Officer, United Guaranty Corporation (2012)
	• Director, Hiscox Ltd., a London Stock Exchange-listed international insurance group (2021 to present)
	• Former President and Chief Executive Officer, MetLife Bank N.A., a full-service retail bank (2005 to 2012); Vice President and Chief Financial Officer (2002 to 2005)
	• Former National Consulting Partner, PricewaterhouseCoopers (PwC), a multinational professional services network of firms (1999 to 2002); Client Services Partner (1993 to 1999); Senior Audit Manager (1983 to 1993)
	Qualifications and Attributes
	As executive vice president and global chief operating officer for AIG, Ms. DeMaio was responsible for all operational aspects of General Insurance globally, including shared services sites in Asia, the U.S. and Europe. She held a variety of senior roles at AIG including, oversight of technology, operations, procurement, risk and control and transformation. Ms. DeMaio also served as AIG’s chief auditor where she reported directly to the Audit Committee of the AIG board of directors. During her tenure at United Guaranty, a subsidiary of AIG, in which she held senior management roles, she successfully grew operating income and implemented a technology modernization strategy. Before joining AIG, Ms. DeMaio served as president and chief executive officer of MetLife Bank, pioneering their consumer lending business and substantially growing the business while building a risk management organization to oversee financial and operational risk matters. Ms. DeMaio’s significant experience in highly regulated entities in financial services and insurance, and her direction and leadership to significantly transform technology, finance and operations organizations, as well as her experience in audit and risk management, provides the Board with broad expertise and a global business perspective to guide State Street’s strategic initiatives. Ms. DeMaio is a CPA and received a B.A. degree from Muhlenberg College.

PATRICK DE SAINT-AIGNAN Age 73, Director Since 2009 Board Roles and Committees • Examining and Audit Committee • Executive Committee • Risk Committee (Chair) • Technology and Operations Committee	Career Highlights
	• Retired Managing Director and Advisory Director, Morgan Stanley, an NYSE-listed global financial services company (1974 to 2007); firm-wide head of risk management (1995 to 2002)
	• Member of Supervisory Board, BH PHARMA, a private generic drug development company (2015 to present)
	• Former Director, Allied World Assurance Company Holdings AG, a former NYSE-listed specialty insurance and reinsurance company acquired by Fairfax Financial Holdings in 2017 (2008 to 2017); member of the Enterprise Risk Committee (Chairman), Compensation Committee, Audit Committee and Investment Committee
	• Former Director, Bank of China Limited (2006 to 2008); member of the Audit Committee (Chairman), the Risk Policy Committee and the Personnel and Remuneration Committee
	Qualifications and Attributes
	Mr. de Saint-Aignan’s extensive experience in risk management, corporate finance, capital markets and firm management brings to the Board a sophisticated understanding of risk, particularly with respect to the implementation of risk and monitoring programs within global financial services. His service on the board of directors and committees of several other companies gives him additional perspective on global management and corporate governance. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 24

Item 1: Election of Directors

AMELIA C. FAWCETT Age 65, Director Since 2006 Board Roles and Committees • Lead Director • Executive Committee • Human Resources Committee	Career Highlights
	• Governor, Wellcome Trust, a politically and financially independent global charitable science foundation (2019 to present); member Audit and Risk Committee (Chair) and Remuneration Committee (Chair)
	• Member, Financial Policy Council, Bermuda Monetary Authority (BMA), an advisory body to the BMA and the Ministry of Finance, focused on financial system stability (2016 to present)
	• Former Vice Chairman and Chief Operating Officer of European, Middle East and Africa Operations, Morgan Stanley, an NYSE-listed global financial services company (2002 to 2006) and Morgan Stanley International Limited, London (2006 to 2007); Senior Adviser (2006 to 2007); Managing Director and Chief Administrative Officer for European Operations (1996 to 2002); Executive Director (1992 to 1996); Vice President (1990 to 1992)
	• Former Chairman, Kinnevik AB, a Nasdaq Stockholm-listed long-term oriented investment company (2018 to 2021); Deputy Chairman (2013 to 2018); Non-Executive Director (2011 to 2021); member of People and Remuneration Committee and Governance, Risk and Compliance Committee (Chair);
	• Former Chairman, Standards Board for Alternative Investments, (U.K.) (2011 to 2020), the global standard-setting body for the alternative investment industry
	• Former Non-Executive Director, HM Treasury, the British Government’s Economic & Finance Ministry (2012 to 2018)
	Qualifications and Attributes
	Dame Amelia Fawcett, a dual American and British citizen, has many years of extensive and diverse financial services experience. At Morgan Stanley, she served in many roles, including vice chairman and chief operating officer of Morgan Stanley International, and had responsibility for development and implementation of the company’s business strategy (including business integration), as well as oversight of the company’s infrastructure and operational risk functions, and corporate affairs. Prior to joining Morgan Stanley, she was an attorney at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law in both New York and Paris. Her service on both the Court of Directors of the Bank of England (the Board of the British Central Bank) and the British Treasury provided her with valuable experience with the complex regulatory and compliance frameworks of the financial industry, both in the U.K. and internationally. Dame Amelia was awarded a CBE (Commander of the Order of the British Empire) and a DBE (Dame Commander of the Order of the British Empire) by the Queen, in both instances for services to the finance industry, and in 2018 the Queen made her a Commander of the Royal Victorian Order for services as Chairman of The Prince of Wales’s Charitable Foundation. In addition, in 2004, she received His Royal Highness The Prince of Wales’s Ambassador Award recognizing responsible business activities that have a positive impact on society and the environment. Dame Amelia’s public policy experience and experience in the European banking markets provide a valuable international financial markets perspective to State Street. She currently serves in the capacity as governor of the Wellcome Trust, chair of the Royal Botanic Gardens (Kew) and a trustee of Project HOPE UK. Dame Amelia was formerly chairman of The Prince of Wales’s Charitable Foundation, deputy chairman and governor of the London Business School, deputy chairman of the National Portrait Gallery, chairman of the American Friends of the National Portrait Gallery and a commissioner of the U.S.-U.K. Fulbright Commission. Dame Amelia received a B.A. degree from Wellesley College and a J.D. degree from the University of Virginia.

25 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Item 1: Election of Directors

WILLIAM C. FREDA Age 69, Director Since 2014 Board Roles and Committees • Examining and Audit Committee (Chair) • Executive Committee • Risk Committee	Career Highlights
	• Retired Senior Partner and Vice Chairman, Deloitte, LLP, a global professional services firm (2011 to 2014); Managing Partner of Client Initiatives (2007 to 2011); member of U.S. Executive Committee
	• Chair, Hamilton Insurance Group, a global insurance and reinsurance company (2017 to present); Director (2014 to 2017)
	• Director, Guardian Life Insurance Company, a mutual life insurance company (2014 to present)
	• Former Director, Deloitte Touche Tohmatsu Limited (2007 to 2013); member of Risk Committee (Chairman) and Audit Committee (Chairman)
	Qualifications and Attributes
	As senior partner and vice chairman of Deloitte, LLP, Mr. Freda served Deloitte’s most significant clients and maintained key relationships, acting as a strategic liaison to the marketplace as well as to professional and community organizations. Mr. Freda joined Deloitte in 1974 and built a distinguished record of service during his 40-year career, having served on a wide range of multinational engagements for many of Deloitte’s largest and most strategic clients. Mr. Freda brings to the Board key insight and perspective on risk management, international expansion and client relationships gained through his extensive experience interacting with audit committees, boards of directors and senior management. Mr. Freda received a B.S. degree in accounting from Bentley University.

SARA MATHEW Age 66, Director Since 2018 Board Roles and Committees • Executive Committee • Human Resources Committee (Chair) • Nominating and Corporate Governance Committee	Career Highlights
	• Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation, an NYSE-listed international commercial data and analytics provider (2010 to 2013); President and Chief Operating Officer (2007 to 2009); Chief Financial Officer (2001 to 2007)
	• Non-Executive Chairman, Federal Home Loan Mortgage Corporation, a government-sponsored enterprise operating in the secondary residential mortgage market (2019 to present); Director (2013 to present); member of Audit Committee (Chair), Executive Committee and Nominating and Governance Committee
	• Director, Reckitt Benckiser Group plc, an FTSE-listed health and hygiene company (2019 to present); member of Audit Committee
	• Director, Xos Inc., a Nasdaq-listed electric mobility company (2021 to present); member of the Compensation Committee (Chair) and Audit Committee
	• Director, Dropbox, a Nasdaq-listed file sharing and cloud storage service (2021 to present); member of the Audit Committee and Compensation Committee
	• Former Director, NextGen Acquisition Corporation, a Nasdaq-listed special purpose acquisition company (SPAC) (2020 to 2021); member of the Audit Committee and Compensation Committee
	• Former Director, Campbell Soup Company, an NYSE-listed consumer food producer (2005 to 2019); member of Audit Committee (Chair) and Finance and Corporate Development Committee
	• Former Director, Shire Plc, a Nasdaq-listed FTSE 25 biopharmaceutical company (2015 to 2019; prior to acquisition by Takeda Pharmaceutical Company Limited in 2019); Chair of Audit and Risk Committee and member of Compliance and Nomination and Governance Committee
	Qualifications and Attributes
	As chairman and chief executive officer of Dun & Bradstreet, Ms. Mathew led the transformation from a data collection business into an innovative provider of data analytics and insights. Prior to her role as chairman and chief executive officer, she served as president and chief operating officer, overseeing consumer segments, and as chief financial officer where she initiated and managed the redesign of accounting processes and controls. Before joining Dun & Bradstreet, Ms. Mathew held various positions at Procter and Gamble within finance, accounting, investor relations and brand management. Her deep background in finance, technology, corporate strategy and operations, combined with her 18-year tenure leading and overseeing a diverse assortment of international consumer-focused companies and transformational initiatives, provides a unique, innovative and global perspective to State Street. She received a B.S. degree in physics, mathematics and chemistry from the University of Madras, India and an M.B.A. from Xavier University.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 26

Item 1: Election of Directors

WILLIAM L. MEANEY Age 61, Director Since 2018 Board Roles and Committees • Executive Committee • Human Resources Committee • Nominating and Corporate Governance (Chair)	Career Highlights
	• President, Chief Executive Officer and Director, Iron Mountain, Inc., an NYSE-listed information management and data backup and recovery company (2013 to present)
	• Former Director, Qantas Airways, an Australian Securities Exchange-listed airline (2012 to 2018); member of the Safety, Health, Environment and Security Committee and the Remuneration Committee
	• Former Chief Executive Officer, Zuellig Group, a privately owned long-term holding company based in Hong Kong (2004 to 2012)
	Qualifications and Attributes
	Mr. Meaney, a citizen of the United States, Switzerland and Ireland, has extensive domestic and international business experience across both established and emerging markets. As the president and chief executive officer of Iron Mountain, he has continued to lead the company as it evolves and expands its secure storage and digital transformation offerings. Before joining Iron Mountain, Mr. Meaney was the chief executive officer of Zuellig Group, where he was responsible for a diverse portfolio of Asia Pacific businesses that spanned a variety of heavily regulated and consumer-based industries, including health care, agriculture, pharmaceuticals and materials handling. He has held several senior positions throughout the airline industry, including chief commercial officer of Swiss International Airlines and executive vice president of South African Airways, founded and managed his own consulting firm and served as an operations officer with the U.S. Central Intelligence Agency. Mr. Meaney provides State Street’s Board with an acute global viewpoint on corporate strategy and business expansion founded upon his background in leading and developing large U.S. and international companies. Mr. Meaney is a member of the President’s Council of Massachusetts General Hospital and is a former trustee of Rensselaer Polytechnic Institute and Carnegie Mellon University. He holds a B.S. degree from Rensselaer Polytechnic Institute and an M.B.A. from Carnegie Mellon University.

RONALD P. O’HANLEY Age 65, Director Since 2019 Board Roles and Committees • Chairman of the Board • Executive Committee (Chair) • Risk Committee	Career Highlights
	• State Street Corporation, Chairman (2020 to present); President and Chief Executive Officer (2019 to present); President and Chief Operating Officer (2017 to 2019); Vice Chairman (2017); Chief Executive Officer and President, State Street Global Advisors (2015 to 2017)
	• Director, Unum Group, an NYSE-listed provider of financial protection benefits in the United States and United Kingdom (2015 to present); member of the Human Capital Committee and Governance Committee
	• Former President of Asset Management & Corporate Services, Fidelity Investments, Inc., a multinational financial services corporation (2010 to 2014)
	• Former Chief Executive Officer and President, BNY Mellon Asset Management (2007 to 2010)
	Qualifications and Attributes
	Mr. O’Hanley joined State Street in 2015 to lead State Street’s investment management business as the chief executive officer and president of State Street Global Advisors. Since that time, he has held several senior leadership positions within the Company, serving as vice chairman from January 2017 to November 2017 and president and chief operating officer from November 2017 to February 2019. Effective January 1, 2019, Mr. O’Hanley began his service as chief executive officer and as a member of the Board of Directors and effective January 1, 2020, he was appointed chairman of the Board. His extensive leadership, executive management and operational experience over the last three decades in asset management and global financial services provides the Board with the experience necessary to help navigate the Company’s strategic priorities on data management, client experience and technology enhancement. Mr. O’Hanley received a B.A. degree from Syracuse University and an M.B.A. from Harvard Business School.

27 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Item 1: Election of Directors

SEAN O’SULLIVAN Age 66, Director Since 2017 Board Roles and Committees • Executive Committee • Risk Committee • Technology and Operations Committee (Chair)	Career Highlights
	• Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc., an NYSE-listed banking and financial services organization (2011 to 2014); Executive Director and Chief Technology and Services Officer, HSBC Bank plc. (2007 to 2010)
	Qualifications and Attributes
	As the group managing director and group chief operating officer of HSBC Holdings, plc., Mr. O’Sullivan led the bank’s global operations and information technology functions, with worldwide responsibilities for business transformation, organizational restructuring and operational effectiveness. Prior to this role, Mr. O’Sullivan held various positions throughout HSBC in the U.S., Canada and Europe. His 34-year tenure at HSBC provided him with valuable experience with the operational and technology challenges faced by a large, global financial institution as well as the management of overall company effectiveness and efficiency, including development of a global approach to expense management and operational risk management. Mr. O’Sullivan is a member of the Information Technology Advisory Committee at the University of British Columbia and a former trustee of the York University Foundation. He is a dual citizen of Canada and the U.K. and received a B.A. degree from the Ivey School of Business at Western University.

JULIO A. PORTALATIN Age 63, Director Since 2021 Board Roles and Committees • Risk Committee • Technology and Operations Committee	Career Highlights
	• Retired Vice-Chair, Marsh & McLennan Companies, an NYSE-listed professional services firm (2019 to 2020); President and Chief Executive Officer, Mercer Consulting Group, Inc., a business of Marsh & McLennan Companies (2012 to 2019)
	• Director, SERVPRO, a private cleaning and restoration company (2021 to present)
	• Former President and Chief Executive Officer, Chartis Growth Economies, a division of American International Group (AIG), an NYSE-listed global finance and insurance company (2011 to 2012); President and Chief Executive Officer, Chartis Emerging Markets (2010 to 2011); President and Chief Executive Officer, AIG Europe S.A. (2008 to 2010); President, Worldwide Accident and Health, American International Underwriters (2003 to 2008)
	• Former Director, DXC Technology, an NYSE-listed information technology company (2017 to 2020); member of the Compensation Committee
	Qualifications and Attributes
	As president and chief executive officer of Mercer Consulting Group, Inc., Mr. Portalatin expanded Mercer’s global operations, increased revenue from emerging markets, executed transformative acquisitions and advised clients on $11 trillion of assets. He also led the reorganization of Mercer’s leadership team, established strong governance and risk management practices and developed transparent, low-cost and straightforward investment products and solutions. Prior to joining Mercer, Mr. Portalatin served in various senior leadership positions at American International Group (AIG), including as President and CEO of Chartis Growth Economies (now AIG Growth Economies), where he led the strategic global expansion of the business in several regions, including Asia-Pacific, Latin America, South Asia, Europe, Middle East and Africa. Mr. Portalatin also serves as a thought leader on the changing workforce and is a leading contributor on the dialogue of the future of work, human capital, diversity, global economic trends, financial wellness and pension systems. Mr. Portalatin’s strong international background and extensive experience in the strategic leadership and operation of complex global businesses provides the Board with valuable experience as the Company seeks to expand its global footprint and continue its risk excellence initiatives. Mr. Portalatin currently serves on the boards of AARP, Covenant House International and Hofstra University. He holds a B.S. degree in business management and an honorary doctorate from Hofstra University.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 28

Item 1: Election of Directors

JOHN B. RHEA Age 56, Director Since 2021 Board Roles and Committees • Technology and Operations Committee	Career Highlights
	• Partner, Centerview Partners LLC, an independent investment banking and advisory firm (2020 to present)
	• Founder and Managing Partner, RHEAL Capital Management, LLC, a real estate development and investment firm (2014 to present)
	• Director, Invitation Homes, Inc., an NYSE-listed Real Estate Investment Trust, (2015 to present); member of the Compensation and Management Development Committee (Chair) and Investment and Finance Committee
	• Former Senior Advisor and President, Corporate Finance and Capital Markets, Siebert Williams Shank & Co., LLC, an independent non-bank financial services firm (2017 to 2020)
	• Former Senior Advisor, Boston Consulting Group, a global management consulting firm (2014 to 2017)
	• Former Chairman and Chief Executive Officer, New York City Housing Authority (NYCHA) (2009 to 2014)
	Qualifications and Attributes
	Mr. Rhea has more than 30 years of experience as a trusted advisor to senior management, boards of directors and regulatory agencies on a wide range of strategic and finance matters. In his current role as partner at Centerview Partners LLC, he advises clients with a focus on capital advisory, merger and acquisitions, real estate and corporate impact. Prior to joining Centerview Partners, Mr. Rhea served as senior advisor and president of capital markets and corporate finance at Siebert Williams Shank & Co., LLC, where he led all corporate advisory, underwriting and markets businesses. He also previously served as senior advisor to the Boston Consulting Group and chairman and CEO for NYCHA, the largest public housing authority in North America. Prior to NYCHA, Mr. Rhea spent more than 18 years as an investment banker and strategy consultant and was recognized by Black Enterprise as one of the Top 75 Blacks on Wall Street. Mr. Rhea’s significant experience in corporate finance, capital markets and advising large complex organizations on mergers and acquisitions and strategic planning provides the Board with valuable perspective on corporate strategy and financing transactions. Mr. Rhea has served on and chaired several non-profit boards and is currently a director of Wesleyan University, Red Cross Greater New York and University of Detroit Jesuit School. He received a B.A. degree from Wesleyan University and an M.B.A from Harvard Business School.

RICHARD P. SERGEL Age 72, Director Since 1999 Board Roles and Committees • Examining and Audit Committee • Human Resources Committee • Nominating and Corporate Governance Committee	Career Highlights
	• Retired President and Chief Executive Officer, North American Electric Reliability Corporation (NERC), a self-regulatory organization for the bulk electricity system in North America (2005 to 2009)
	• Director, Emera, Inc., a Toronto Stock Exchange-listed energy and services company (2010 to present)
	• Former President and Chief Executive Officer, New England Electric System (and its successor company, National Grid USA), an NYSE-listed electric utility (1998 to 2004)
	Qualifications and Attributes
	Mr. Sergel’s responsibilities as chief executive officer of the North American Electric Reliability Corporation included imposing statutory responsibility and regulating the industry through adoption and enforcement of standards and practices. To do so, he led NERC to establish the first set of legally enforceable standards for the U.S. bulk power system. Prior to joining NERC, he spent 25 years with the New England Electric System, where he oversaw the merger with National Grid in 2000. His extensive practical and technical expertise in navigating the energy market through regulatory change and major transactions offers the Board important perspective on the evolving financial services industry and regulatory environment. Mr. Sergel served in the United States Air Force Reserve from 1973 to 1979 and has served as a director of Jobs for Massachusetts and of the Greater Boston Chamber of Commerce. He is a former trustee of the Merrimack Valley United Way and of the Worcester Art Museum, prior chairman of the Consortium for Energy Efficiency and was a member of the Audit Committee for the Town of Wellesley, Massachusetts. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University and an M.B.A. from the University of Miami.

29 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Item 1: Election of Directors

GREGORY L. SUMME Age 65, Director Since 2001 Board Roles and Committees • Human Resources Committee • Nominating and Corporate Governance Committee	Career Highlights
	• Managing Partner and Founder, Glen Capital Partners, LLC, an alternative asset investment fund (2013 to present)
	• Director, NXP Semiconductors, a Nasdaq-listed semiconductor manufacturer (2010 to present); member of the Nominating and Corporate Governance Committee (Chair); (Director, 2010 to 2015 and Chairman, 2013 to 2015 as Freescale Semiconductor, Inc., prior to its acquisition by NXP Semiconductors in 2015; 2015 to present as NXP Semiconductors)
	• Director, Avantor, Inc., an NYSE-listed chemical and materials company (2020 to present); member of the Nominating and Corporate Governance Committee (Chair) and Compensation and Human Resources Committee
	• Director, Virgin Orbit Holdings, Inc., a Nasdaq listed provider of satellite launching services (2021 to present); member of the Audit Committee (Chair) and Compensation Committee
	• Former Managing Director and Vice Chairman of Global Buyout, Carlyle Group, a Nasdaq-listed global asset manager (2009 to 2014)
	• Former Chairman, Chief Executive Officer and President, PerkinElmer, Inc., an NYSE-listed developer and producer of life science equipment and services (1998-2009)
	• Former Co-Chairman and Co-Founder, NextGen Acquisition Corporation I; NextGen Acquisition Corporation II, each a Nasdaq-listed special purpose acquisition company (SPAC) (2020-2021)
	• Former Director, LMI Aerospace, a Nasdaq-listed designer and provider of aerospace structures (2014 to 2017)
	Qualifications and Attributes
	Mr. Summe has extensive management experience leading large and complex corporate organizations in evolving environments. While vice chairman of Carlyle Group, he was responsible for numerous buyout funds in financial services. His experience in private equity and M&A transactions has afforded him a deepened exposure to understanding varied business models, practices, strategies and environments and assessing value in varied international regions. During his tenure as chairman and chief executive officer at PerkinElmer, Mr. Summe led the company’s transformation from a diversified defense contractor to a technology leader in health sciences. Prior to joining PerkinElmer, Mr. Summe held leadership positions at AlliedSignal (now Honeywell), General Electric and McKinsey & Co. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, respectively, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He is in the University of Kentucky’s Hall of Distinction.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 30

Executive Compensation

Compensation Discussion and Analysis

In this compensation discussion and analysis, or CD&A, we describe our approach to executive compensation and our compensation decisions for 2021 for the following named executive officers, or NEOs:

• Ronald P. O’Hanley — President and Chief Executive Officer

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

• Francisco Aristeguieta — Executive Vice President and Chief Executive Officer of State Street Institutional Services

• Andrew J. Erickson — Executive Vice President, Chief Productivity Officer and Head of International

• Louis D. Maiuri — Executive Vice President and Chief Operating Officer

In this CD&A, references to the Committee are references to the Human Resources Committee of the Board.

CD&A Table of Contents	Page
Executive Summary	32
Compensation Philosophy	38
Compensation Vehicles	39
2021 Performance and Compensation Decisions	41
Individual Compensation Decisions Summary	53
Prior Year Performance-Based RSU Awards	54
Other Elements of Compensation	55
Other Elements of Our Compensation-Setting Process	56
Human Resources Committee Process Concerning Risk Alignment	59
Executive Equity Ownership Guidelines, Practices and Policies	59

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Executive Compensation

Executive Summary

Corporate Performance Summary

In 2021, State Street demonstrated meaningful strategic, operational and financial progress. We continued to execute against our annual business goals and drive our long-term strategy:

✔
Delivered strong financial results, including:

○ Earnings per share (EPS) growth and pre-tax margin improvement compared to 2020

○ Record levels of servicing and management fee revenues, with total fee revenue increasing by 5% compared to 2020 and exceeding $10 billion for the first time

○ Positive fee and total operating leverage

○ Productivity efforts that delivered approximately $330 million of gross expense savings

○ Three-year total shareholder return (TSR) of 61.4%, exceeding both Direct Peers^*

✔
Improved our sales effectiveness, achieving a record $3.5 trillion of assets under custody and administration (AUC/A) wins, as well as record full-year exchange-traded funds (ETF) net inflows

✔
Reignited a focus on the client experience, establishing a team dedicated to understanding and improving client sentiment across the firm; achieved favorable client net promoter score (NPS) results of +17, an increase of +3 compared to 2020

✔
Restructured client management and progressed segment and country strategy with specific leadership assignments for revenue generation and retention, client engagement and investment prioritization

✔
Continued to execute on our State Street Alpha^SM strategy,^** with nine reported new Alpha clients and ten of 19 total Alpha clients live at year-end 2021

✔
Launched an enhanced Investment Servicing strategy tailored to deliver better growth across regions and client segments, while improving client experience and relationship management

✔
Continued to improve our product capabilities, launching Alpha for private markets and our new State Street Digital division

✔
Announced our agreement to acquire the Brown Brothers Harriman (BBH) Investor Services business, which we expect to strengthen our market leadership in asset servicing, expand and deepen our international reach, propel our front-to-back Alpha strategy and enhance our financial profile and add strong talent and industry-leading service excellence***

✔
Continued to invest in our talent to drive performance, implementing new talent strategies to attract, develop and motivate top talent in an increasingly tight labor market: strong recruitment and hiring practices helped to bring on key talent throughout the organization to support our strategic objectives. Also made tangible progress against our “10 Actions to Address Racism and Inequality” objectives, including increased use of diverse outside advisors and other vendors and year-over-year improvements in six of eight categories of diverse representation

✔
Maintained focus on continuously improving our risk management posture

*
Our Direct Peers are the peers with whom we compete most directly, Northern Trust Corporation and The Bank of New York Mellon Corporation.

**
State Street Alpha is the first front-to-back asset servicing platform from a single provider for institutional investment and wealth management firms. Alpha brings together our clients’ choice of real-time data and asset intelligence across the investment lifecycle to help them make better decisions and deliver growth for their clients.

***
The planned transaction is subject to the receipt of regulatory approvals and other closing conditions.

The performance metrics used in our executive compensation programs are linked to the financial results below presented on a non-GAAP basis, unless otherwise noted. Additional performance indicators are presented under “Corporate Performance Summary” and “2021 Financial Performance Results.”

2022 Notice of Meeting and Proxy Statement / State Street Corporation 32

Executive Compensation

Consolidated Financial Performance, excluding notable items, non-GAAP(1),(2)	2021	2020	Change
Total fee revenue	$10,012	$9,499	5.4%
Total revenue	11,916	11,703	1.8%
Expenses	8,662	8,542	1.4%
Operating Margin	27.3%	27.0%	30 bps
EPS	7.44	6.70	11.0%
Return on average common equity (ROE) (GAAP)	10.7%	10.0%	70 bps

(1)
Financial results in this section are presented on a non-GAAP basis, unless otherwise noted. Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix C.

(2)
$ in millions, except per share data.

Total Shareholder Return (TSR)(1)	State Street	Rank vs. Two Direct Peers	Percentile vs. KBW Bank Index(2)	Percentile vs. S&P 500 Financial Index(2)
1-Year (12/31/20-12/31/21)	31.0%	3	30th	25th
3-Year (12/31/18-12/31/21)	61.4%	1	45th	35th
5-Year (12/31/16-12/31/21)	36.3%	3	25th	20th

(1)
TSR results based on S&P Capital IQ data and reflects cumulative shareholder return between the dates shown, including reinvestment of dividends.

(2)
State Street percentile positioning rounded to the nearest 5th percentile. References in this document to the S&P 500 Financial Index are to the Capital Markets and Banks subsets of the S&P 500 Financial Index.

Determining 2021 NEO Compensation

We use a total incentive compensation approach, focusing primarily on corporate performance. The amount of each NEO’s incentive compensation award is determined using the same percentage of target for all NEOs based on corporate performance, with an individual modifier applied as appropriate. The award is delivered through various cash and equity-based vehicles, including performance-based restricted stock units (RSUs). In the summary below, we describe how we determine total incentive compensation and then describe the vehicles through which we deliver it.

 

To determine our NEOs’ incentive compensation awards for 2021, the Committee started by evaluating overall corporate performance relative to our financial, business and risk management goals. These goals were set at the beginning of 2021 and were measured throughout the year using performance scorecards, which included both qualitative and quantitative assessments. During its evaluation of 2021 performance, the Committee reviewed financial results presented in conformity with GAAP, as well as financial results presented on a basis that excludes or adjusts one or more items from GAAP (a non-GAAP presentation). A summary of each scorecard and the Committee’s evaluation are provided in the table below, with further detail provided under “2021 Performance and Compensation Decisions – Corporate Performance.”

33 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Executive Compensation

 

(1)
Financial results in this section are presented on a non-GAAP basis, unless otherwise noted. Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix C.

Corporate Performance Evaluation Outcome. Based on all of the above factors, as reviewed in detail under “2021 Performance and Compensation Decisions—Corporate Performance” below, the Committee applied a corporate performance factor of 110% of target for the 2021 performance year incentive compensation awards made to all NEOs.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 34

Executive Compensation

NEO Performance and Incentive Compensation Award Decisions

In determining our NEOs’ incentive compensation awards for 2021, the Committee also evaluated each NEO’s individual performance, consisting of:

• assessments of performance against individual financial, business and risk management objectives; and

• evaluation of performance against pre-defined leadership- and talent-related goals for each NEO. These goals are intended to promote a focus on factors that the Committee assesses from both a short- and long-term perspective, such as inclusion, diversity and equity (ID&E), employee turnover and leadership behaviors.

For 2021, the Committee made total incentive compensation awards to our CEO at 115% of target and our other NEOs at 110% of target, primarily reflecting overall company performance. In determining whether individual performance-based adjustments from the corporate factor were warranted, the Committee considered performance against individual goals derived from our corporate goals and aligned to each NEO’s role.

The Committee’s decision to make a positive adjustment from the corporate factor for Mr. O’Hanley’s incentive compensation reflected his individual performance, including the important actions he took in 2021:

• launching an enhanced Investment Servicing strategy;

• continuing to execute on our Alpha strategy with nine new Alpha clients and the launch of Alpha for private markets;

• driving our long-term strategy for State Street Global Advisors, including the launch of new environmental, social and governance (ESG) products in 2021; and

• announcing our agreement to acquire the BBH Investor Services business.

Based on these actions and results, the Committee believed that Mr. O’Hanley demonstrated decisive leadership, while delivering strong results for our shareholders. As a result, Mr. O’Hanley received a 5% adjustment for individual performance, resulting in a total incentive compensation award of 115% of target. Additional detail on Mr. O’Hanley’s compensation decision is provided under the heading “2021 Performance and Compensation Decisions—Individual Compensation Decisions Summary.”

For the NEOs other than the CEO, the Committee determined that the corporate performance factor of 110% of target appropriately reflected the strong contributions of each NEO to the overall corporate results.

Additional detail on the Committee’s assessments of individual performance for each NEO is provided under the heading “2021 Performance and Compensation Decisions—Individual Compensation Decisions Summary.”

 

NEO Incentive Compensation Mix

Incentive compensation awards earned by our NEOs are typically delivered through short- and long-term award vehicles, including both cash and equity, as described in the “Compensation Vehicles” table. The 2021 incentive compensation mix emphasizes deferral and performance-based equity and is designed to drive financial performance and to align incentives with the performance experienced by our shareholders.

35 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Executive Compensation

For 2021, consistent with the 2020 performance year, the Committee eliminated the immediate cash payment for our CEO and shifted all of his cash-delivered incentive compensation into an equity-based vehicle to further promote alignment with the shareholder experience. Thus, the Committee awarded long-term cash-settled restricted stock units (CRSUs) in lieu of any immediate and deferred cash. As a result, Mr. O’Hanley’s 2021 incentive award was delivered in 100% deferred equity-based vehicles. For the 2021 performance year,

• 100% of incentive compensation for our CEO and 90% for our other NEOs was deferred;

• 100% of incentive compensation for our CEO and 65% for our other NEOs was equity-based; and

• 67% of equity-settled incentive compensation (i.e., performance-based restricted stock units (RSUs) and deferred stock awards (DSAs)) for our CEO and 62% for our other NEOs was tied to specific performance metrics (i.e., performance-based RSUs):

 

Linking Pay with Performance Over Time

The Committee reviews, evaluates and approves our executive compensation program annually, and designs our executive compensation program to effectively align pay with performance and shareholder interests over time. The design elements supporting this goal include our use of shareholder return-based metrics in assessing annual financial performance, heavy reliance on deferred equity-based compensation vehicles and the use of relative TSR in our long-term incentive design. As a result, realizable pay (the value of prior awards granted)⁽¹⁾ reflects our shareholders’ experience as shown in the charts below; the value ultimately received by our executives will continue to be impacted by changes in our stock price prior to vesting.

 

2022 Notice of Meeting and Proxy Statement / State Street Corporation 36

Executive Compensation

(1)
Realizable value reflects the value of CRSUs, Deferred Stock Awards and performance-based RSUs based on the closing share price of our common stock on the NYSE on December 31, 2021 of $93.00 (and assumes all shares are retained), plus the value of cash-delivered incentive compensation awarded.

(2)
Reflects cumulative shareholder return, including reinvestment of dividends from respective grant dates through December 31, 2021.

(3)
Reflects incentive compensation award targets for the performance year as approved by the Committee.

(4)
Reflects actual incentive compensation, as approved by the Committee based on year-end performance outcomes. While the graphs indicate how the Committee viewed the compensation awarded, the referenced amounts differ from amounts reported in the Summary Compensation Table for the referenced years. For further discussion on this topic relative to the 2021 compensation year, see “Individual Compensation Decisions Summary.”

(5)
Includes pro forma realizable value of performance-based RSUs based on performance of relevant criteria only for completed fiscal years within the three-year performance period through 2021. This performance has not been certified and is therefore subject to adjustment based on the terms of the relevant awards. No estimate of performance for 2022 and beyond has been made. Final payout will be based on satisfaction of the performance criteria as certified by the Committee following the end of the performance period.

(6)
Current estimated realizable value of performance-based RSUs reflects performance results certified by the Committee. See also footnote 1 above.

Shareholder Outreach and Responsiveness

In 2021, we maintained the expanded shareholder outreach program we put in place in 2020, which allowed us to gain additional insight into shareholder perspectives, including on our executive compensation program. We conducted this enhanced engagement both before and after our 2021 “Say on Pay” vote, which received 94.3% support. Committee chair, Sara Mathew, participated in several of our 2021 shareholder meetings, which covered topics such as our executive compensation program design, corporate governance practices, climate and sustainability efforts, ID&E-related initiatives and progress made against the ‘‘10 Actions,’’ and other ESG topics, including the use of ESG performance measures in our executive compensation program. At these meetings, we receive valuable feedback that informs the design of our executive compensation program and our approach to disclosure.

Based on discussions with our shareholders and the results of our “Say on Pay” vote, the Committee believes that our shareholders support our overall executive compensation program. As discussed in last year’s CD&A, the current structure was informed by expanded investor outreach in 2020, resulting in several notable enhancements to our program and disclosures. These enhancements include redesigned incentive compensation awards based on corporate performance with an individual modifier and two new metrics in the long-term performance-based RSU vehicle aligned to our long-term strategy. For the 2021 performance year, based on the “Say on Pay” vote outcome and continuing dialogue with our investors, we maintained our existing compensation program, which we believe effectively aligns pay with performance and reflects shareholder input. We also continued our enhanced disclosure approach, providing additional detail on Committee considerations in assessing company and individual performance. Additional detail on our shareholder outreach in 2021 can be found under “Corporate Governance at State Street - Shareholder Engagement and Communications.”

 
 

37 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Executive Compensation

Sound Compensation and Corporate Governance Practices

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

 

(1)
Excluding certain international assignment and relocation benefits.

Compensation Philosophy

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

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

• reward those executives for meeting or exceeding company and individual financial, business and leadership- and talent-related objectives

• drive long-term shareholder value and financial stability

• align incentive compensation with the performance results experienced by our shareholders through the use of significant levels of deferred equity-based compensation

• provide equal pay for work of equal value

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

2022 Notice of Meeting and Proxy Statement / State Street Corporation 38

Executive Compensation

Compensation Vehicles

Total compensation for our NEOs is delivered via base salary and incentive compensation. Incentive compensation for 2021 was delivered through the following vehicles:

	Vehicle	Vehicle Description and Considerations
Equity-Based Incentive Compensation
100% of incentive compensation for the CEO   65% of incentive compensation for other NEOs	Performance- Based RSUs	• Earned based on performance on key metrics (ROE, Pre-Tax Margin and Fee Revenue Growth) over the three-year performance period • Subject to modification based on three-year relative TSR (up to +/-25%)(1) • Payout between 0–150% of target • Vests in one installment in February 2025 • Payout opportunity is aligned with our long-term performance and financial goals and with the rewards and risks shared by our NEOs and other shareholders
	Deferred Stock Awards (DSAs)	• Vests in four equal annual installments beginning in February 2023 • Directly aligns the rewards and risks shared by our NEOs and other shareholders
	Cash-Settled Restricted Stock Units (CRSUs) (CEO Only)	• Vests in 12 quarterly installments (50% in three equal installments beginning in May 2022 and the balance in nine equal installments from February 2023 to February 2025) • For performance years 2020 and 2021, provided in lieu of cash-based incentive compensation typically awarded to our CEO • Further promotes alignment with shareholder experience, while providing the CEO with liquidity over time
Cash-Based Incentive Compensation
0% of incentive compensation for the CEO   35% of incentive compensation for other NEOs	Deferred Value Awards (DVAs)	• Notionally invested in a money market fund and vests in 16 equal quarterly installments beginning in May 2022 • Paid in cash upon vesting
	Immediate Cash (non-deferred)	• Immediate cash award which provides limited monetization of the executive’s incentive compensation award

(1)
S&P 500 Financial Index (Capital Markets and Banks Subsets) used for relative comparisons, reflecting an external benchmark that includes our direct competitors and other companies with which we compete in some aspects of our businesses.

Each of the deferred incentive compensation awards granted to our NEOs for the 2021 performance year includes non-competition and non-solicitation provisions. In addition, all incentive compensation awards granted to our NEOs are subject to clawback and forfeiture provisions, as described under “Other Elements of Compensation—Adjustment and Recourse Mechanisms.”

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Executive Compensation

The performance-based RSU design described below is intended to align the incentives for our executives with our long-term performance and financial goals. Our strategy and operating model are driving both organic and inorganic growth. As a result, the HRC was able to increase the performance targets for the performance-based RSUs granted in 2022, as described in more detail below.

 

(1)
Core performance metrics, including prior year adjusted performance results are presented on a non-GAAP basis in this section, reflecting adjustments described in footnote 2. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this CD&A, see Appendix C. All performance metric targets reflect anticipated effects of the planned acquisition of the BBH Investor Services business.

(2)
All three core performance metrics are subject to adjustment for pre-established, objectively determinable factors. Prior to granting the performance- based RSU award, the Committee establishes the factors that could affect the performance measures during the performance period and which are then excluded from the performance measure calculation, such as: acquisitions, dispositions and similar transactions and related securities issuances and expenses; changes in accounting principles, tax or banking law or regulations; litigation or regulatory settlements arising from events that occurred prior to the performance period; and restructuring charges and expenses. In addition, the Committee retains the discretionary right to disregard any calculation adjustment that would result in an increase to average ROE, average pre-tax margin or fee revenue growth measured on a compound annual growth rate (CAGR) basis, and to reduce the payout under the performance award for other material items or events.

(3)
Achievement of ROE and pre-tax margin targets for the performance-based RSUs is calculated based on a simple average of the achievement in each year in the performance period. Achievement of the fee revenue target is calculated based on the CAGR during the performance period.

(4)
Linear interpolation is used between the points shown in this table.

(5)
Relative TSR Modifier percentage is added to or subtracted from the payout outcome calculated based on the three weighted metrics to determine the final payout percentage, except that the final payout percentage may be no greater than 150%.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 40

Executive Compensation

2021 Performance and Compensation Decisions

Total Compensation Approach

The Committee determines the amount of individual compensation to be awarded to our NEOs by looking at total direct compensation, consisting of base salary and incentive compensation. The Committee evaluates base salary and target incentive compensation levels at least annually.

Base Salary. Base salary is a relatively small portion of the total compensation for our NEOs. No base salary increases were provided to NEOs in 2021.

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

For 2021, each NEO’s target total compensation was allocated as follows:

Name	Base Salary Rate	Target Incentive Compensation	Target Total Compensation
Ronald P. O’Hanley	$1,000,000	$13,500,000	$14,500,000
Eric W. Aboaf	700,000	6,300,000	7,000,000
Francisco Aristeguieta	700,000	6,575,000	7,275,000
Andrew J. Erickson	700,000	6,300,000	7,000,000
Louis D. Maiuri	700,000	6,300,000	7,000,000

2021 – 2022 Target Incentive Compensation Changes. The Committee increased Mr. Aristeguieta’s target incentive compensation for 2021 from $6,300,000 to $6,575,000 and for 2022 from $6,575,000 to $7,300,000, consistent with his 2019 offer of employment to join State Street and reflecting the expansion of his role in 2020 as Chief Executive Officer of State Street Institutional Services. The Committee also increased Mr. Maiuri’s target incentive compensation for 2022 from $6,300,000 to $7,300,000, in recognition of his overall company leadership responsibilities and reflecting the expansion of his role to include oversight of our Marketing and Client Experience teams. The Committee considers the total target compensation for each NEO to be appropriate based on the scope of each executive’s role and in light of relevant internal and external benchmarks.

41 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Executive Compensation

Determining Incentive Compensation Awards. The Committee’s process for determining incentive compensation award amounts is illustrated in the framework below.

 

(1)
Relative performance is measured separately against both our Direct Peers (Northern Trust Corporation and The Bank of New York Mellon Corporation) and relevant indices, including the KBW Bank Index and the Capital Markets and Banks subsets of the S&P 500 Financial Index.

(2)
Incentive compensation awards may range from 0 to 200% of target.

In determining incentive compensation award amounts, the Committee evaluates overall company performance as a primary factor and individual NEO performance as a potential modifier. The Committee also considers market compensation levels and expected trends. Overall company performance drives the final incentive compensation award amount unless individual performance and/or market considerations warrant an adjustment, which is limited to an addition to or subtraction from the corporate performance factor of up to thirty percent. In evaluating performance, the Committee may consider additional factors and does not assign a specific weight to any individual factor.

The Committee’s evaluation of overall company performance is based on a review of financial, business and risk management performance relative to corporate goals set at the beginning of each year. The Committee’s evaluation of individual NEO performance is based on a review of financial, business and risk management scorecards derived from the associated corporate goals, and based on each NEO’s role and responsibilities.

Our human capital strategy is a meaningful driver of our overall enterprise strategy. Therefore, the Committee evaluates performance against human capital-related objectives, including with respect to ID&E, both as part of its assessment of the company’s business performance and in evaluating each NEO’s individual performance.

Once the final incentive compensation amount is determined, it is delivered through a mix of vehicles. The mix used for 2021 incentive compensation awards is shown in the table above.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 42

Executive Compensation

Corporate Performance

Evaluation Process. The Committee reviewed preliminary corporate performance scorecards in July and December 2021, and the final 2021 scorecards in early 2022. The full Board of Directors also reviewed financial performance at each Board meeting, and the Risk Committee reviewed the risk management performance scorecards in July and December 2021. Based on its review of corporate performance, including “Above Expectations” financial and business performance and “At Expectations” risk management performance, the Committee concluded that State Street’s full-year corporate performance was “Above Expectations.”

Consequently, the Committee’s basis for determining the amount of 2021 incentive compensation for our NEOs, prior to differentiation based on individual performance, was 110% of target. More details on our performance against each of the three corporate performance scorecards are found below.

Financial Performance. During its evaluation of 2021 performance, the Committee reviewed financial results presented in conformity with GAAP, as well as financial results presented on a basis that excludes or adjusts one or more items from GAAP (a non-GAAP presentation). In general, our non-GAAP financial results exclude the impact of revenue and expenses outside of State Street’s normal course of business or other notable items. Management believes that this presentation of financial information facilitates an investor’s and the Committee’s further understanding and analysis of State Street’s financial performance and trends with respect to State Street’s business operations from period-to-period, including providing additional insight into our underlying margin and profitability. Financial results are presented on a non-GAAP basis in this section, unless otherwise noted. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this CD&A, see Appendix C.

 

43 2022 Notice of Meeting and Proxy Statement / State Street Corporation

Executive Compensation

 

(1)
Financial results are presented on a non-GAAP basis in this section, unless otherwise noted. In general, our non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of revenue and expenses outside of State Street’s normal course of business or other notable items, such as acquisition and restructuring charges, repositioning charges, gains/losses on sales, as well as, for selected comparisons, seasonal items. Management believes that this presentation of financial information facilitates an investor's further understanding and analysis of State Street's financial performance and trends with respect to State Street’s business operations from period-to-period, including providing additional insight into our underlying margin and profitability. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this CD&A, see Appendix C.

(2)
Relative performance is measured separately against both of the peers with whom we compete most directly, Northern Trust Corporation and The Bank of New York Mellon Corporation, our Direct Peers, and relevant indices, including the KBW Bank Index and the Capital Markets and Banks subsets of the S&P 500 Financial Index, which contained 23 and 37 other constituents, respectively, as of January 1, 2021.

(3)
Comparisons to peers are based on change relative to 2020 for all metrics other than operating margin and ROE, which are compared with peers based on one-year results for 2021. For the Direct Peers, the Committee reviewed financial results with similar adjustments to those made for State Street. Financial results reviewed by the Committee for constituents in the KBW Bank Index and the Capital Markets and Banks subsets of the S&P 500 Financial Index represented results from an external data provider, S&P Capital IQ, with standardized adjustments. Given that peer fourth quarter earnings had not been released at the time the Committee reviewed this scorecard, peer results included projections from the external data provider.

(4)
State Street percentile positioning rounded to the nearest 5th percentile.

(5)
TSR results based on S&P Capital IQ data and reflects cumulative shareholder return between the dates shown, including reinvestment of dividends.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 44

Executive Compensation

Business Performance.

Business Performance Scorecard				Committee Evaluation
Committee Evaluation Summary: Business performance was “above expectations,” reflecting strong progress against our business goals. This progress included strengthening our sales effectiveness and results across Institutional Services and State Street Global Advisors, launching State Street Digital, announcing the agreement to acquire the BBH Investor Services business, successfully executing multiple State Street Alpha client go-lives, and progressing IT remediation and resiliency milestones				Above Expectations
2021 Corporate Goals and Key Actions		Key Areas Measured	2021 Business Performance Results
Grow Revenue Above Expectations	• Deepen existing and develop new client relationships • Continue State Street Alpha platform development and grow Alpha client base • Win and retain more business than our competitors • Position State Street Global Advisors for sustained revenue and profit growth	• Sales Wins • Revenue Retention • Client Sentiment	• Strengthened sales efforts and significantly exceeded sales targets; diversified pipeline across products and deal types with sizable increases in both account deepening and prospecting • Restructured client management and progressed segment and country strategy with specific leadership assignments for revenue generation and retention, client engagement and investment prioritization • Reported nine new State Street Alpha clients and continued delivery of new functionality via partnerships with trading platforms and data and analytics providers • Launched State Street Digital to address the growth of digital finance and executed on opportunities to build on our existing ESG thought leadership position • Announced agreement to acquire the BBH Investor Services business to strengthen competitive positioning, expand product capabilities and geographic coverage and enhance our financial profile • Added significant net new assets to State Street Global Advisors, driving revenue growth and margin expansion

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Transform the way we work Above Expectations	• Increase efficiency and resiliency of our operating model • Modernize our technology infrastructure • Deliver on excellence in risk management	• Reduction in Manual Touchpoints • Software Application Rationalization • Timely Remediation of Issues	• Continued to strengthen our technology infrastructure and resiliency posture through investments in cyber risk management and technology risk management capabilities, further application rationalization and enhanced data center strategies and improved management of third-party relationships • Initiated enhanced enterprise internal control programs to embed stronger controls within our processes
Build a higher performing organization At Expectations	• Transform organizational performance through productivity and culture • Advance our “10 Actions”	• Employee Satisfaction • Regrettable Employee Turnover • Employee Diversity	• Delivered approximately $330 million of gross expense savings through company-wide productivity efforts, including through operations, IT and vendor management, allowing us to fund investments in our talent, technology, and business to drive future growth • Established new incentive compensation model that incentivizes managers to drive ongoing productivity improvements and implemented a technology platform to capture and track individual productivity metrics • Made tangible progress against our “10 Actions,” including an $850 million bond issuance, a majority of which was underwritten by minority-owned business enterprises, increasing the proportion of expenditures with diverse suppliers from 5.5% in 2020 to 8.2% in 2021 and issuing $1 million in new grants to education and workforce development nonprofits focused on racial equity and social justice • While making year-over-year improvements across many of our measures of workforce diversity, did not reach our objectives on five of eight of these measures

2022 Notice of Meeting and Proxy Statement / State Street Corporation 46

Executive Compensation

Risk Management Performance.

Risk Management Performance Scorecard		Committee Evaluation
Committee Evaluation Summary: Risk management performance was “at expectations,” driven by strong financial risk management performance, additional focus required to meet expectations on non-financial risk initiatives and varied progress on key risk-related enterprise programs		At Expectations
2021 Risk Management Performance Results
Financial Risks Above Expectations	• Maintained strong financial risk performance as COVID-19-related market volatility abated with no persistent impacts to key financial risks as evidenced by credit, liquidity and capital adequacy measures • Completed the Federal Reserve’s Comprehensive Capital Analysis and Review (CCAR) for 2021, exceeding all minimum regulatory capital requirements under stress scenarios
Non-Financial Risks Below Expectations	• Demonstrated significant progress in technology and operational resilience measures, though continued focus is required to achieve targeted operating maturity levels in some areas
Key Enterprise Programs At Expectations	• Overall, key enterprise programs progressing as expected

State Street’s 2021 performance is reviewed in greater detail, along with relevant risks associated with our business, results of operations and financial condition, in our 2021 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.

Individual Compensation Decisions Summary

In evaluating each NEO’s individual performance, including with regard to leadership- and ID&E-related performance, the Committee reviewed individual performance scorecards derived from our corporate performance goals. In evaluating the CEO’s individual performance, the Committee and the full Board reviewed the corporate performance scorecards. For the other NEOs, the Committee reviewed scorecards tailored to each individual containing three performance areas that correspond to the three corporate performance scorecards. The Committee and the other independent directors then evaluated the CEO’s performance, and all directors, including the CEO, evaluated the other NEOs’ performance. Individual performance highlights and the Committee’s incentive compensation award decisions for 2021 are presented in the summaries below.

Financial results are presented on a non-GAAP basis in this section, unless otherwise noted. Non-GAAP financial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street’s normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this CD&A, see Appendix C.

For detail on the relationship between the 2021 compensation amounts reported in the summaries below and those amounts reported in the Summary Compensation Table (as required by SEC rules) and related tables, please refer to the discussion under “2021 Performance and Compensation Decisions—Individual Compensation Decisions Summary.”

For 2021, the Committee made total incentive compensation awards to our CEO at 115% of target and our other NEOs at 110% of target, primarily reflecting overall company performance. In determining whether individual performance-based adjustments from the corporate factor were warranted, the Committee considered performance against individual goals derived from our corporate goals and aligned to each NEO’s role. For the NEOs other than the CEO, the Committee determined that the corporate performance factor of 110% appropriately reflected the strong contributions of each NEO to the overall corporate results.

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Executive Compensation

Ronald P. O’Hanley, President and Chief Executive Officer
Performance Area	2021 Key Goals	Performance Factors and Results
Financial Performance Above Expectations	• Meet our 2021 budget, growing fee revenues and reducing expenses, and improve operating margin and ROE versus peers • Grow balance sheet and optimize capital and liquidity utilization to support business growth	• Delivered strong financial results, including record fee revenue performance, positive fee and total operating leverage, meaningful pre-tax margin improvement and robust earnings growth. Made improvements in total revenue and three-year TSR compared to our Direct Peers relative to 2020 • Achieved record servicing wins of $3.5 trillion, with $2.8 trillion of new business won but yet to be installed at year-end • Delivered approximately $330 million of gross expense savings through company-wide productivity efforts
Business Performance Above Expectations	• Improve client sentiment through consistent service quality across products and services • Further define, broaden and grow State Street Alpha platform along with relevant State Street products and services with clients and partners • Execute regional strategies to deepen existing and develop new client relationships • Improve productivity and transform the cost base through process simplification, automation and organizational redesign • Execute against technology and operations resiliency plans • Transform organizational performance through productivity and culture • Advance our “10 Actions”	• Announced proposed acquisition of the BBH Investor Services business • Launched State Street Digital to address the growth of digital finance • Reported nine new client wins for State Street Alpha and continued delivery of new functionality via partnerships with trading platforms and data and analytics providers • Continued ESG focus through innovative investment solutions, measurement tools, research and thought leadership • Achieved meaningful productivity savings while making controlled investments in our people via higher compensation and benefits and in our business to support product innovation, client onboarding, operations and technology • Reignited a focus on the client experience, establishing a team dedicated to understanding and improving client sentiment across the firm • Restructured client management and progressed segment and country strategy with specific leadership assignments for revenue generation and retention, client engagement and investment prioritization • Improved supplier diversity and increased spend with diverse suppliers compared to 2020 • While making year -over -year improvements across many of our measures of workforce diversity, did not reach our objectives on five of eight of these measures
Risk Management Performance At Expectations	• Deliver on key enterprise programs (including regulatory initiatives) to improve risk profile and regulatory posture • Enhance risk culture and posture through greater accountability and transparency across all groups	• Completed the Federal Reserve’s 2021 CCAR, exceeding all minimum regulatory capital requirements throughout both tests • Demonstrated significant progress in technology and operational resilience measures • Improved regulatory posture across key regulatory, government, and industry relationships

Compensation for 2021
Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. O’Hanley met or exceeded individual performance expectations related to our 2021 corporate goals and demonstrated decisive leadership in developing and implementing a long-term vision for sustained growth. Based on these factors, the Committee applied a positive 5% individual modifier to Mr. O’Hanley’s incentive compensation award.
Given the corporate performance factor of 110% and the positive adjustment for individual performance noted above, Mr. O’Hanley’s total incentive compensation was awarded at 115% of target for 2021, resulting in total compensation of $16,525,000.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 48

Executive Compensation

Eric W. Aboaf, Chief Financial Officer
As Chief Financial Officer, Mr. Aboaf is responsible for our corporate strategy and global finance functions, including treasury, tax, controllership enterprise decision support, investor relations, procurement and real estate. He also leads our commercial lending activity. In evaluating Mr. Aboaf’s 2021 performance, the Committee focused on the most significant individual performance factors below:
Performance Area	2021 Key Individual Goals	Performance Factors and Results
Financial Performance Above Expectations	• Meet our 2021 budget, growing fee revenues and expand margin • Optimize balance sheet capital deployment • Further refine corporate portfolio strategy, develop structure & drive actions	• Delivered strong financial results compared to 2020 including record fee revenue performance, positive fee and total operating leverage, meaningful pre-tax margin improvement, and robust earnings growth • Actively managed expenses through resource discipline, footprint optimization and expense management initiatives • Developed comprehensive approach to evaluating inorganic strategic opportunities and helped drive the proposed acquisition of the BBH Investor Services business
Business Performance Above Expectations	• Improve business planning and partnerships to achieve better corporate outcomes • Simplify and accelerate client profit and loss reporting • Drive strategic change to improve third-party processes and outcomes	• Refreshed multi-year strategy to continue to advance State Street as an enterprise outsourcer and solutions provider • Improved reporting timeliness for client profit and loss statements, streamlining cost allocation methodologies, and expanding the use of fully-loaded product profitability • Established a new third-party management organization, bringing together Procurement and Third-Party Risk Management to improve operational effectiveness and risk management • Reduced occupancy cost by 5%, excluding notable items, and achieved a 115% occupancy rate by permanently leveraging new ways of working • Role-modeled commitment to ID&E, making progress on key priorities, including driving significant improvement in diverse supplier partnerships
Risk Management Performance At Expectations	• Deliver on key enterprise programs to improve risk profile and regulatory posture	• Delivered on critical milestones for key enterprise programs, resulting in risk reduction in impacted areas • Completed the Federal Reserve’s 2021 CCAR, exceeding all minimum regulatory capital requirements throughout both tests

Compensation for 2021
Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Aboaf met or exceeded individual performance expectations related to his financial, business and risk management goals.
Given the corporate performance factor of 110% and the individual performance described above, Mr. Aboaf’s total incentive compensation was awarded consistent with corporate performance at 110% of target for 2021, resulting in total compensation of $7,630,000.

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Executive Compensation

Francisco Aristeguieta, Chief Executive Officer of State Street Institutional Services
Mr. Aristeguieta is the CEO of Institutional Services (IS). In this role, he is responsible for bringing together the client segment, client management, sales, client experience, marketing, regional and local country teams to drive sustainable wallet share and revenue growth for the organization. In evaluating Mr. Aristeguieta’s 2021 performance, the Committee focused on the most significant individual performance factors below:
Performance Area	2021 Key Individual Goals	Performance Factors and Results
Financial Performance Above Expectations	• Meet our 2021 budget, growing fee revenues and reducing expenses • Improve pipeline in key growth markets and segments	• Strong fee revenue and servicing fee growth for IS relative to prior year and expectations • Strengthened IS sales efforts, exceeding 2021 sales target by 10% and increasing sales by 26% compared to 2020 • Achieved record $3.5 trillion in AUC/A wins, with improvements in deal size mix and geographic diversification
Business Performance Above Expectations	• Improve client sentiment through consistent service quality across products and services • Appoint regional Segment Heads and establish Country Head management model, aligned to regional strategies	• Restructured client management and progressed segment and country strategy with specific leadership assignments for revenue generation and retention, client engagement and investment prioritization • Expanded client coverage model to drive short-term and long-term opportunities to improve revenue growth and wallet share through better client relationship management • Established Client Experience Office to drive a constantly improving client experience resulting in revenue retention and account deepening • Improved client sentiment reflected in higher net promoter score • Improved process and outcomes around diverse slates as part of our ID&E strategy; however, fell short on four of six diversity objectives
Risk Management Performance At Expectations	• Deliver on key enterprise programs to improve risk profile and regulatory posture	• Drove accountability across internal business risk teams; partnered with Finance to revamp the billing operating model with senior executive management and updated governance routines focusing on simplification and standardization

Compensation for 2021
Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Aristeguieta met or exceeded individual performance expectations related to his financial, business and risk management goals.
Given the corporate performance factor of 110% and the individual performance described above, Mr. Aristeguieta’s total incentive compensation was awarded consistent with corporate performance at 110% of target for 2021, resulting in total compensation of $7,935,000.

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Executive Compensation

Andrew J. Erickson, Chief Productivity Officer and Head of International
Mr. Erickson is the Chief Productivity Officer and Head of State Street’s International business. In these roles, he oversees State Street’s Global Delivery, Productivity and Transformation teams, responsible for leading enterprise-wide change and State Street’s International business, providing regional and local entity focus for global business lines. In evaluating Mr. Erickson’s 2021 performance, the Committee focused on the most significant individual performance factors below:
Performance Area	2021 Key Individual Goals	Performance Factors and Results
Financial Performance At Expectations	• Execute regional strategies to deepen existing client relationships and develop new client relationships in key growth markets • Continue execution of Transformation to drive revenue and deliver shareholder value	• Delivered approximately $330 million of gross expense savings through company-wide productivity efforts to help fund investment in our business • Simplified the International organization by clarifying roles and responsibilities to optimize the global footprint, exceeding resource optimization targets
Business Performance Above Expectations	• Establish productivity measures to drive continuous improvement and improve service quality • Improve client sentiment through consistent service quality across products and services • Execute regional strategies to deepen existing and develop new client relationships	• Executed against our plan to simplify State Street’s operating model and technology platform to transform client service delivery capabilities and improved our ability to operate at scale • Scaled Talent Marketplace infrastructure for employee retention, redeployment and advancement of internal talent; exceeded internal redeployment rate target • Amplified behavioral and cultural changes around productivity. Implemented a technology platform to capture and track individual productivity metrics for employees; launched Productivity training to educate and reinforce productivity principles, value, benefits and process • Improved operational automation through artificial intelligence and standardization resulted in improved processing times and accuracy and a better client experience
Risk Management Performance At Expectations	• Improve engagement with key international regulatory authorities to maintain proactive, consistent and accountable regulatory relationships	• Improved regulatory posture across key international regulatory, government, and industry relationships through top tier engagement strategy • Assessed issues to reduce risk and improve processes and controls

Compensation for 2021
Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Erickson met or exceeded individual performance expectations related to his financial, business and risk management goals.
Given the corporate performance factor of 110% and the individual performance described above, Mr. Erickson’s total incentive compensation was awarded consistent with corporate performance at 110% of target for 2021, resulting in total compensation of $7,630,000.

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Executive Compensation

Louis D. Maiuri, Chief Operating Officer
As Global Chief Operating Officer, Mr. Maiuri is responsible for Information Technology, Global Delivery/ Operations and State Street Alpha, bringing these groups together to deliver on our front-to-back Alpha platform capabilities. In addition, he has responsibility for Global Markets, State Street Digital and Charles River Development, and was critical to identifying and executing on the BBH Investor Services business opportunity. In evaluating Mr. Maiuri’s 2021 performance, the Committee focused on the most significant individual performance factors below:
Performance Area	2021 Key Individual Goals	Performance Factors and Results
Financial Performance Above Expectations	• Meet our 2021 budget, growing fee revenues and reducing expenses	• Meaningful transformation and productivity efforts and solid progress versus budget: — Significant productivity gains in operations and technology, while enhancing client service quality — Charles River Development revenue growth of 11% compared to 2020 — Global Markets financials stronger than expected given declining market volatility
Business Performance Above Expectations	• Execute against Product roadmap for market differentiation and growth to align with emerging client needs • Further define, broaden and grow our State Street Alpha platform along with relevant State Street products and services with clients and partners • Execute on plans to drive operational resiliency and technology simplification to achieve stability and quality	• Reported nine new State Street Alpha clients, with ten of 19 total mandates live at year-end; continued delivery of new client functionality • Initiated and led negotiation of the planned acquisition of the BBH Investor Services business and related process to accelerate our vision, strategy and capabilities • Acquired the private markets front-office technology provider Mercatus, enabling the first front-to-back solution for Private Markets • Established State Street Digital to address the growth of digital finance • Drove critical initiatives across information technology and operations, resulting in improved operations and technology resilience • Strong talent recruitment and hiring at leadership levels; amplified ID&E objectives to improve outcomes throughout the organization; however, fell short on two of six diversity objectives
Risk Management Performance Above Expectations	• Enhance security and controls and reduce technology risk using a risk-based approach	• Demonstrated significant progress in technology and operational resilience measures • Improved risk management processes using artificial intelligence • Exceeded application rationalization target to reduce technology risk and maintenance costs

Compensation for 2021
Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Maiuri met or exceeded individual performance expectations related to his financial, business and risk management goals.
Given the corporate performance factor of 110% and the individual performance described above, Mr. Maiuri’s total incentive compensation was awarded consistent with corporate performance at 110% of target for 2021, resulting in total compensation of $7,630,000.

2022 Notice of Meeting and Proxy Statement / State Street Corporation 52

Executive Compensation

Individual Compensation Decisions Summary

The Committee’s 2021 NEO incentive compensation decisions relative to target are shown in the table below.

	Cash-Based Incentive		Equity-Based Incentive		Total Incentive
Named Executive Officer	Actual	Target	Actual	Target	Actual	Target
Ronald P. O’Hanley	$0(1)	$3,375,000	$15,525,000(1)	$10,125,000	$15,525,000	$13,500,000
Eric W. Aboaf	2,425,500	2,205,000	4,504,500