State Street Corporation
Shareholder Annual Meeting in a DEF 14A on 04/06/2021
SEC Document
SEC Filing

DEF 14A 1 nc10018789x1_def14a.htm DEF 14A

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Ronald P. O’Hanley

Chairman, President and Chief Executive Officer

April 6, 2021

Dear Shareholder:

We cordially invite you to the 2021 annual meeting of shareholders of State Street Corporation. The meeting will be held on May 19, 2021, at 9:00 a.m. Eastern Time. Due to the continuing COVID-19 public health crisis, out of caution for the health and safety of our shareholders, employees and directors, the annual meeting of shareholders will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/STT2021. 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

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April 6, 2021

NOTICE OF STATE STREET CORPORATION 2021 ANNUAL MEETING OF SHAREHOLDERS

Date	May 19, 2021

Time	9:00 a.m. Eastern Time

Location	Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2021

Purpose	1.	To elect 12 directors

	2.	To approve an advisory proposal on executive compensation

	3.	To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2021

	4.	To vote on a shareholder proposal, if properly presented at the meeting and 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, 2021, 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/STT2021. To access such list of registered holders beginning April 8, 2021 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

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STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

Proxy Statement

Summary Information

	2021 Annual Meeting of Shareholders
	Date:			May 19, 2021
	Time:			9:00 a.m. Eastern Time
	Location:			Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/STT2021
	Record date:			March 22, 2021

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, 2021, 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 2020 Executive Compensation (see “Item 2”)			FOR
	Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2021 (see “Item 3”)			FOR
	Shareholder Proposal, if properly presented at the meeting and 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 2020 annual report on Form 10-K. Our 2020 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. These statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements, and those statements should not be relied upon as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is filed with the SEC. Important factors that may affect future results and outcomes include, but are not limited to those set forth in our 2020 annual report on Form 10-K and our subsequent SEC filings. We encourage investors to read these filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time.

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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, 2020, on a consolidated basis we had total assets of $314.71 billion, total deposits of $239.80 billion, total shareholders’ equity of $26.20 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 $38.79 trillion of assets under custody and/or administration and $3.47 trillion of assets under management as of December 31, 2020. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.

Overall, 2020 was a challenging year on many fronts, particularly given the impact of COVID-19 on our employees, clients and the broader economy. Governmental authorities throughout the world responded to the pandemic with a variety of monetary policy actions and regulatory and other initiatives, including near zero interest rates in the United States and other advanced economies and widespread deployment of lending support measures. Against this backdrop, State Street generally performed well relative to its peers, improving key financial performance measures compared to 2019, including reduced expenses and increased fees, earnings per share (EPS), operating margin (total revenue less expenses, as a percentage of total revenue) and return on average common equity (ROE). We demonstrated the resilience of the business by managing through the challenging operational and financial market conditions throughout 2020 and made strong progress against our business goals. This progress included implementation of our global client segment structure and expansion of our client coverage model as well as continued improvements in our front-to-back State Street Alpha^SM platform, ongoing operational enhancements, advances to our automation efforts and sustainable expense reductions associated with our transformation efforts. However, net interest income (NII) materially declined, driven by the historically low interest rate environment, and we fell short against our sales objectives, with lower than planned net new business.

The performance metrics used in our executive compensation programs are linked to the below financial results 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⁽¹⁾

($ In millions, except per share data)	2020	2019	Change
Total fee revenue	$ 9,499	$ 9,147	3.8%
Total revenue	11,703	11,712	(0.1)%
Expenses	8,542	8,675	(1.5)%
Operating Margin	27.0%	25.9%	1.1% pts
EPS	6.70	6.17	8.6%
ROE (GAAP)	10.0%	9.4%	0.6% pts

(1)

Financial results 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. For a reconciliation of non-GAAP measures presented in this proxy statement, see Appendix C.

State Street’s 2020 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2020 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.

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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 12 director nominees for election at the 2021 annual meeting of shareholders.

Marie A. Chandoha*♀

Director Since 2019

Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc.

None

•

Examining and Audit

•

Technology and Operations

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

Chairman, Kinnevik AB

•

Lead Director

•

Executive

•

Human Resources

•

Nominating and Corporate Governance

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, The Dun & Bradstreet Corporation

3⁽¹⁾

•

Executive

•

Human Resources (Chair)

•

Risk

William L. Meaney*

Director Since 2018

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

•

Human Resources

•

Technology and Operations

Ronald P. O’Hanley

Director Since 2019

Chairman, President and Chief Executive Officer, State Street Corporation

•

Chairman

•

Executive (Chair)

•

Risk

•

Technology and Operations

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

John B. Rhea*^∞

Director Since 2021

Partner, Centerview Partners

None

Richard P. Sergel*

Director Since 1999

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

•

Examining and Audit

•

Human Resources

•

Nominating and Corporate Governance

Gregory L. Summe*

Director Since 2001

Managing Partner and Founder, Glen Capital Partners, LLC

4⁽¹⁾

•

Executive

•

Human Resources

•

Nominating and Corporate Governance (Chair)

* = Independent

^ = First-Time Nominee

∞ = Racially Diverse

♀ = Gender Diverse

(1)

Ms. Mathew and Mr. Summe each serve on the board of NextGen Acquisition Corporation, a Nasdaq-listed special purpose acquisition company (SPAC). NextGen Acquisition Corporation has publicly announced a definitive business combination agreement with Xos, Inc. and that it expects the transaction to close in the second quarter of 2021. As disclosed in the publicly filed business combination agreement, upon closing of the acquisition Ms. Mathew and Mr. Summe will no longer serve as directors of the resulting company.

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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

• 11 of 12 director nominees are independent • Annual director elections • Annual assessment of effectiveness and qualifications of each director nominee • 42% of director nominees are gender or 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 75% 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, engagement or requested engagement with shareholders representing approximately 70% of our outstanding common stock in 2020 • No poison pill • Proxy access by-law allows shareholders to include director nominees in State Street’s proxy materials • No supermajority vote requirements relating to common stock	• Board and Committee oversight of: – strategy, financial performance, ethics and risk management – succession planning for CEO and other executive officers – alignment of culture and human capital management with strategy and long-term objectives • Directors and executive officers⁽¹⁾ are subject to stock ownership guidelines and are prohibited from short selling, options trading, hedging or speculative transactions in State Street securities • Incentive compensation subject to recourse mechanisms • Monitor material activities and practices on environmental, social and governance (ESG) matters

What’s New for 2021
•			The Nominating and Corporate Governance Committee amended its charter to highlight its commitment to actively seek diverse candidates for the pool from which director candidates are chosen
•			The Board updated its Corporate Governance Guidelines to explicitly set forth diversity characteristics considered when evaluating director nominees to include race/ethnicity, gender identity, sexual orientation and nationality
•			We expanded our shareholder outreach to engage with more shareholders. Our Lead Director, Amelia C. Fawcett, and/or our new Human Resources Committee chair, Sara Mathew, participated in the majority of these shareholder meetings, which included discussion of our response to the COVID-19 pandemic, corporate governance, executive compensation design, inclusion and diversity and other human capital practices and initiatives, and other ESG topics

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.

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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 monitors our activities and practices on ESG-related matters. ESG highlights and achievements for 2020 include the following:

2020 recognition for some of our ESG achievements include:

(1)	Based on independently reviewed data and resultant investment in Renewable Energy Credits and carbon offset projects.

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Overview of 2020 Executive Compensation Program

2020 Shareholder Engagement and Enhancements Made to the Executive Compensation Program and Disclosure

Over the last year, we expanded our shareholder outreach program. This provided the opportunity to gain additional insight into shareholder perspectives, including on our executive compensation program. We conducted this enhanced engagement both before and after our 2020 “Say on Pay” vote. Informed by feedback from our shareholders, the Human Resources Committee of the Board (referred to in this Overview of 2020 Executive Compensation Program section as the Committee) adopted a new methodology for determining the amount of incentive compensation to be delivered to our named executive officers, or NEOs, as described under “Compensation Discussion and Analysis.” The performance of our NEOs continued to be measured based on corporate goals set at the beginning of 2020, but under the revised methodology, the Committee determined the amount of incentive compensation to be delivered for 2020 primarily based on corporate performance, with adjustments for individual performance, where appropriate. With these changes, NEO pay outcomes are more closely aligned with our corporate performance results for the year, and better align with the outcomes experienced by our shareholders.

In response to feedback received during 2020 on our executive compensation program, the Committee made several notable enhancements to our executive compensation program and disclosure:

What We Heard		How We Responded
We continued to receive general support for our executive compensation program, including for our high levels of deferral (90% of 2019 NEO incentive compensation was deferred), performance-based restricted stock unit (RSU) design, and appropriate use of discretion. Some shareholders requested more transparency regarding the factors the Committee considers in its discretionary performance assessment process, including individual performance expectations and how performance against those expectations links to pay decisions	•	We expanded the disclosure in this proxy statement to provide further detail on the factors the Committee considers in assessing financial performance, including how the Committee considers relative performance in determining the amount of incentive compensation to be awarded to our NEOs (see pp. 39 - 42)
	•	This proxy statement also provides additional detail on how the Committee factored individual performance into each NEO’s incentive award decision, including more details on individual performance goals and how well each executive performed against those goals (see pp. 44 - 50)
	•	The Committee maintained the basic design of our executive compensation program, including the high levels of deferral and significant use of performance-based equity used in prior years
Several shareholders questioned the emphasis on individual performance relative to corporate performance in the determination of incentive awards	•	The Committee redesigned how it determines the amount of incentive compensation for our NEOs to emphasize corporate performance as the primary driver, while retaining the ability to differentiate for individual performance through the use of a modifier of up to +/- 30% (see p. 35)
Most shareholders expressed continued support for our use of return on average common equity (ROE) and pre-tax margin as metrics in our long-term performance-based RSUs, though some shareholders requested we consider incorporating a relative metric in our long-term incentive design. Some shareholders also expressed a desire for additional disclosure regarding the role of relative financial performance in pay decisions	•	The performance-based RSUs granted for the 2020 performance year maintain ROE and pre-tax margin as metrics. In addition, the Committee added two new metrics: fee revenue growth and relative total shareholder return (TSR) (see p. 36)
	•	We expanded disclosure in this proxy statement regarding the Committee’s consideration of relative metrics in determining the amount of incentive awards for our NEOs (see pp. 39 - 42)

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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 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.”

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Table of Contents

			PAGE
SUMMARY INFORMATION			i
LETTER FROM OUR LEAD DIRECTOR			1
CORPORATE GOVERNANCE AT STATE STREET			2
Governance Guidelines and Independence			2
Standards of Conduct			3
Board Composition			3
Board Leadership Structure			8
Meetings of the Board of Directors and Annual Meeting of Shareholders			10
Committees of the Board of Directors			10
Non-Management Director Compensation			13
Related Person Transactions			15
Human Capital			16
ITEM 1 – ELECTION OF DIRECTORS			19
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis			28
OTHER EXECUTIVE COMPENSATION INFORMATION			58
Human Resources Committee Report			58
CEO Pay Ratio Disclosure			58
Alignment of Incentive Compensation and Risk			58
Summary Compensation Table			61
2020 Grants of Plan-Based Awards			63
Outstanding Equity Awards at Fiscal Year-End, December 31, 2020			65
2020 Stock Vested			66
2020 Nonqualified Deferred Compensation			67
Potential Payments upon Termination or Change of Control as of December 31, 2020			69
ITEM 2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION			75
EXAMINING AND AUDIT COMMITTEE MATTERS			76
Examining and Audit Committee Pre-Approval Policies and Procedures			76
Audit and Non-Audit Fees			76
Report of the Examining and Audit Committee			77
ITEM 3 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			78
ITEM 4 – SHAREHOLDER PROPOSAL			79
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			81
Questions and Answers About Voting			81
Other Matters			84
Proposals and Nominations by Shareholders			84
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			85
Beneficial Owners			85
Management			86
Delinquent Section 16(a) Reports			86
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

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2021 NOTICE OF MEETING AND PROXY STATEMENT

To our shareholders:

It is my privilege to serve as State Street’s Independent Lead Director and, on behalf of the entire Board of Directors, I invite you to join us at our 2021 Annual Meeting of Shareholders.

During this past year, the COVID-19 pandemic created unprecedented challenges that required State Street and its employees to adapt to a profoundly different operating environment. The Board regularly met with management, formally and informally, throughout the crisis and actively oversaw the organization’s agile, collaborative and proactive responses. I am proud of how State Street and its employees demonstrated ingenuity and resilience in delivering service excellence to our clients, while maintaining focus on our other business and financial priorities.

We also saw how the pandemic intensified long-standing racial and social inequities. The Board supports State Street’s 10-point action plan to combat systemic racism as part of our oversight responsibility of State Street’s environmental, social and governance (ESG) activities and practices promoting long-term value creation.

Throughout 2020, I enjoyed participating in an expanded shareholder outreach program. Sara Mathew, the Chair of our Human Resources Committee, and I held meaningful discussions with shareholders on strategy, corporate governance, executive compensation, human capital management, community initiatives and other topics. We received valuable feedback that has informed updates to our corporate governance and executive compensation practices described in this proxy statement. I look forward to continuing this dialogue.

As part of the Board’s continued commitment to effective governance, we regularly evaluate our membership to maintain a balanced combination of skills, experience and perspectives aligned with State Street’s corporate strategies. In line with this commitment, the Board was pleased earlier this year to elect Julio A. Portalatin, retired President and CEO of Mercer, and John B. Rhea, Partner of Centerview Partners, to join State Street as directors. We believe that Julio and John will provide valued counsel and insight on delivering long-term value for our shareholders, as we oversee State Street’s strategic execution in the coming years.

Once again, on behalf of the Board, I want to thank you for your continued support and investment in State Street. We look forward to your participation in the 2021 Annual Meeting of Shareholders.

Sincerely,

Amelia C. Fawcett

Lead Director

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 19, 2021

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, 2021, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

Corporate Governance at State Street

Governance Guidelines and Independence

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

The Guidelines also contain categorical standards for determining director independence under New York Stock Exchange, or NYSE, listing standards. In general, a director would not be independent under 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 “For Our Investors” portion of our website at www.statestreet.com. In addition to the Guidelines, the charters for each principal committee of the Board are available in the same location on our website. State Street also follows the governance standards relative to the Investor Stewardship Corporate Governance Group’s (ISG) framework for U.S. listed companies. State Street’s alignment with the ISG framework is attached 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 2021. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Guidelines, the purpose of the director independence review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that all of our directors, with the exception of Mr. O’Hanley, meet the categorical standards for independence under the Guidelines, have no material relationship with State Street (other than the role of director) and satisfy the qualifications for independence under listing standards of the NYSE.

In making the independence determinations in 2021, 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 (Mses. Dugle and Mathew and Mr. Freda)

•

commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to 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, Meaney and Rhea)

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Corporate Governance (cont.)

In 2020, 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 0.5% of the affiliated entity’s annual gross revenue.

Standards of Conduct

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our business. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer), as required by the Sarbanes-Oxley Act and SEC rules. Each of these documents is available under the “Corporate Governance” section in the “For Our Investors” 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 “For Our Investors” 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 nominees’ skills and experience, qualification as independent, 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 skill sets, specific business background and global or international experience:
•			experience in the financial services industry
•			experience as a senior officer of a well-respected public company
•			experience as a senior business leader of an organization active in our key international growth markets
•			experience in key disciplines of significant importance to State Street’s overall operations
•			qualification as an audit committee financial expert
•			qualification as a risk management expert

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Annual Director Evaluations

The Nominating and Corporate Governance Committee annually assesses each director’s performance and contributions to the overall effectiveness of the Board. The Committee discusses each director and, using the evaluation criteria illustrated below, measures each director’s performance. Based on the results of the 2020 evaluations, the Board believes that each of the director nominees then on the Board 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 skill sets, specific business background and global or international experience that the Board desires. The director nominee biographies set forth in this proxy statement under the heading “Item 1—Election of Directors” indicate each nominee’s qualifications, skills, experience and attributes that led the Board to conclude he or she should continue to serve as a director of State Street.

Annual Board and Committee Self-Evaluation

In addition to the Nominating and Corporate Governance Committee’s individual assessment of each director, the Board and each Board committee conducts an annual self-evaluation of its performance and effectiveness. Directors complete a questionnaire evaluating the Board and each committee on which they serve, focusing on leadership, scope of responsbilities, quality of interactions with management and areas of potential improvement. The overall performance of the Board—including its contributions to State Street—and a compilation of director responses is reviewed and discussed by the Nominating and Corporate Governance Committee and by the full Board. Similarly, the performance of each committee, along with specific committee member responses, is reviewed and discussed by the respective committee. The Nominating and Corporate Governance Committee further assesses whether each of the Examining and Audit Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Risk Committee and Technology and Operations Committee has a functioning self-evaluation process and reports its findings to the Board. The Nominating and Corporate Governance Committee concluded, that for 2020, each of the respective committees had a functioning and effective self-evaluation process.

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Director Identification and Selection Process

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

Mr. Julio A. Portalatin and Mr. John B. Rhea are first-time nominees for election as a director by shareholders at the 2021 annual meeting. Messrs. Portalatin and Rhea were 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 is nominating Messrs. Portalatin and Rhea as each meets the criteria identified by the Board for new directors, including Mr. Portalatin’s strong international growth and risk management background and Mr. Rhea’s significant experience in corporate finance and capital markets. Both the Nominating and Corporate Governance Committee and the Board of Directors believe Messrs. Portalatin and Rhea each possess the background and requisite experience to make significant contributions to State Street and will enhance the overall effectiveness and composition of the Board through their service as a director. Messrs. Portalatin and Rhea were deemed independent by the Board under the Corporate Governance Guidelines.

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

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

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Director Nominee Qualifications, Diversity and Skills

We believe that our Board of Directors should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominating and Corporate Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds, independence and tenure of Board service, and other demographics such as gender identity, race and ethnicity and national origin. 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.

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Director Nominee Skills and Qualifications

Board Composition Highlights

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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 Lead Director in May 2020 for a term that expires in May 2021 and is currently serving her second one-year term.

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
•			Conducts an annual process for reviewing the Chief Executive Officer’s performance and reports the results of the process to the other independent directors
•			Communicates frequently with the Chairman to provide feedback and implement the decisions and recommendations of the independent directors
•			Represents the Board in discussions with stakeholders and communicates with regulators
•			Approves, in consultation with the Chairman, the agendas for Board meetings and information sent to the Board and the matters voted on by the full Board

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 (11 out of 12 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

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Communication with the Board of Directors

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

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

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

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Meetings of the Board of Directors and Annual Meeting of Shareholders

During 2020, the Board of Directors held 8 meetings, and each of the incumbent directors attended, either in-person or virtually, at least 75 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. In addition, as the COVID-19 public health crisis swept across the globe, the Board met informally eleven times to oversee and monitor, among other things, the status of the business, employee safety measures, client support, risk management and vendor management.

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 eleven directors on the Board at the time of our 2020 annual meeting of shareholders attended the virtual meeting.

Committees of the Board of Directors

The Board of Directors has the following principal committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section in the “For Our Investors” 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

				Primary Responsibilities:
	Current Members: • William C. Freda, Chair • Marie A. Chandoha • Patrick de Saint-Aignan • Lynn A. Dugle • Richard P. Sergel 12 Meetings in 2020			• 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 and conducts an annual performance evaluation of the General Auditor, 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
	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).

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Executive Committee

				Primary Responsibilities:
	Current Members: • Ronald P. O’Hanley, Chair • Patrick de Saint-Aignan • Amelia C. Fawcett • William C. Freda • Sara Mathew • Sean O’Sullivan • Gregory L. Summe 0 Meetings in 2020			• Committee members are the Chairs of each Committee, the independent Lead Director and Chairman of the Board and are authorized to exercise all the powers of the Board, 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

				Primary Responsibilities:
	Current Members: • Sara Mathew, Chair • Amelia C. Fawcett • William L. Meaney • Richard P. Sergel • Gregory L. Summe 9 Meetings in 2020			• 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
	All members meet the independence requirements of the listing standards of the NYSE.

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Nominating and Corporate Governance Committee

				Primary Responsibilities:
	Current Members: • Gregory L. Summe, Chair • Amelia C. Fawcett • Richard P. Sergel 5 Meetings in 2020			• 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
	All members meet the independence requirements of the listing standards of the NYSE.

Risk Committee

		Primary Responsibilities:
	Current Members: • Patrick de Saint-Aignan, Chair • William C. Freda • Sara Mathew • Ronald P. O’Hanley • Sean O’Sullivan 9 Meetings in 2020	• 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

Technology and Operations Committee

				Primary Responsibilities:
	Current Members: • Sean O’Sullivan, Chair • Marie A. Chandoha • Patrick de Saint-Aignan • Lynn A. Dugle • William L. Meaney • Ronald P. O’Hanley 7 Meetings in 2020			• Oversees technology and operational risk management and the role of these risks in executing the Company’s strategy in support of the Company’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

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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 same peer group the Human Resources Committee uses for executive compensation generally and, like the Human Resources Committee, used the services of Meridian Compensation Partners for 2020. Information on State Street’s peer group and compensation consultant is described under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Elements of Our Process.”

The Committee did not treat peer group data as definitive when determining non-management director compensation. Rather, it referenced peer group compensation, as well as trends in director compensation generally and within the industry, and formed its own perspective on compensation for our non-management directors. In 2020, the Committee made its recommendation to the Board, which, following the May 2020 annual meeting of shareholders, approved compensation for all non-management directors effective through the 2021 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 2020–2021 Board year (the period between the 2020 and 2021 annual meetings of shareholders) the 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 (a) as elected by the non-management director, on either the date of the termination of Board service or on the earlier of such conclusion and a future date specified, and (b) in the form elected by the non-management director as either a lump sum or in installments over a two- to five-year period.

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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 8 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 a five-year period.

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

As of March 8, 2021, Mses. Chandoha and Mathew 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. Each of the other non-management directors exceeded the full target level of ownership under the guidelines.

2020 Director Compensation

The following table shows the compensation our non-management directors were paid during 2020 for their service as directors:

Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾ ($)	All Other Compensation⁽³⁾ ($)	Total ($)
(a)	(b)	(c)	(g)	(h)
Kennett F. Burnes⁽⁴⁾	$ —	$ —	$48,707	$ 48,707
Marie A. Chandoha	110,000	195,048	25,345	330,393
Patrick de Saint-Aignan	140,000	195,048	40,752	375,800
Lynn A. Dugle	110,000	195,048	40,486	345,534
Amelia C. Fawcett	215,000	195,048	—	410,048
William C. Freda	140,000	195,048	40,752	375,800
Sara Mathew	135,000	195,048	—	330,048
William L. Meaney	90,000	195,048	15,345	300,393
Sean P. O’Sullivan	130,000	195,048	—	325,048
Richard P. Sergel	110,000	195,048	—	305,048
Gregory L. Summe	110,000	195,048	25,486	330,534

(1)	Messrs. Portalatin and Rhea were elected to the Board on March 5, 2021 and are therefore not included in the 2020 Director Compensation table.

(2)

On May 20, 2020, each non-management director received 3,341 shares of State Street common stock valued at $195,048 based on the closing price of our common stock on the NYSE of $58.38. Stock awards to non-management directors vest immediately, and there were no unvested non-management director stock awards as of December 31, 2020.

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(3)

Perquisites received in 2020 include director life insurance coverage and business travel accident insurance paid for by State Street ($752 for Messrs. de Saint-Aignan and Freda; $486 for Ms. Dugle and Mr. Summe; $345 for Ms. Chandoha and Mr. Meaney; and $313 for Mr. Burnes). 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 2020 were $40,000 for Messrs. Burnes, de Saint-Aignan and Freda and Ms. Dugle; $25,000 for Ms. Chandoha and Mr. Summe; and $15,000 for Mr. Meaney. Mr. Burnes’ perquisites also include a retirement gift ($8,394) in recognition of his 17 years of service as a member of the Board. The total amount of perquisites and other personal benefits for Dame Amelia, Ms. Mathew and Messrs. O'Sullivan and Sergel have not been reported because the total did not exceed $10,000.

(4)	Mr. Burnes retired from the Board effective May 20, 2020. “Fees Earned or Paid in Cash” and “Stock Awards” for Mr. Burnes' Board service during 2020 were paid during 2019 and reported in our proxy statement for the 2020 annual meeting of shareholders.

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 or ratified if it is authorized by the Nominating and Corporate Governance Committee (or the Committee Chair) after full disclosure of the related person’s interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to the transaction. If advance review is not practicable or was otherwise not obtained, the Committee will review and, if deemed appropriate, ratify the related-person transaction. The policy also permits the Committee Chair to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting. Any ongoing related-person transactions are reviewed annually.

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

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

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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)

In July 2020, David C. Phelan, State Street’s Executive Vice President, General Counsel and Secretary became an executive officer of the Company. David C. Phelan’s son, David G. Phelan, has been employed with State Street since 2009 and currently is a Vice President in State Street’s Global Markets division. In 2020, David G. Phelan received total compensation of less than $250,000. David G. Phelan’s compensation is 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.

Human Capital

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

•	Providing development and learning opportunities to keep them engaged to reach their full potential

•	Promoting an inclusive and diverse workplace

•	Improving both individual and organizational effectiveness

Our focus on attracting, retaining 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.

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Corporate Governance (cont.)

Highlights of our human capital strategy and current initiatives are noted below. Additional detail, including EEO-1 data, can be found in our forthcoming 2020 Environmental, Social and Governance Report.

Managing and supporting approximately 39,000 employees located in 31 countries

Working to accelerate progress against our diversity goals and build more equity in all of our talent processes

Offering comprehensive and flexible benefit programs designed to meet the changing needs of our employees and their families

U.S. Employee Profile

• In 2020, launched 10 Actions Against Racism and Inequality

• 24+ Employee Networks with 100+ chapters globally 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

Women

Employees of

Color

Management (Senior Vice President+)

31%

14%

Non-

Management

41%

35%

Overall

41%

30%

Note: Employee data as of December 31, 2020

Leveraging shared traits and behaviors as a way to drive our business strategy and operating model

Developing and training our workforce through professional development programs and a learner-centric approach to skills-training, including easily-accessible education options

Impacting the global communities where we work and live through financial support, employee volunteerism and corporate responsibility

•

Defining aspirational culture traits enables identification of critical enterprise-wide behaviors to drive business strategy

•

Internship and rotational professional development programs for high-performing recent graduates to position them for early career success

• Making grants for education and workforce development in line with State Street Foundation’s strategic focus

• Supporting local non-profit organizations and driving employee engagement through volunteering opportunities and matching gifts program

• Setting and working towards aggressive science-based environmental goals to reduce the environmental footprint of our business

•

Encouraging integrity and ethical decision making and providing multiple avenues to speak up to address behavior inconsistent with our values fosters trust and accountability

•

Rotational leadership development program and tailored development opportunities for high potential middle managers to build internal pipeline of diverse talent for future leadership roles

•

Frequent employee surveys provide insight into employee sentiment regarding engagement, development, alignment, agility, work/life balance, manager qualities and risk excellence

•

Developing and training the workforce of the future through enhanced learning curricula with modern, flexible learning options

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Corporate Governance (cont.)

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 and demonstrating what high performance looks like for State Street

Supporting the concept of equal pay for equal work and working to increase the representation of women and employees of color throughout our organization and especially among our senior executives

•

We employ a pay-for-performance philosophy and differentiate pay by individual to reward our highest performers

•

In 2020, implemented a new recognition and rewards platform designed to acknowledge and reward employees who exhibit or role model our aspirational culture traits

• Global policy to not ask for
compensation history for both internal
and external hires

• For all management-level employees
(Senior Vice President+), require a
diverse candidate slate and strongly
encourage interview panels that
consider demographic and geographic
diversity

• Provide training on recognizing
unconscious bias, making fair and
consistent compensation decisions, and
developing and applying inclusive
management behaviors

•

We align employee and shareholder interests by delivering a significant portion of incentive compensation in deferred equity-based pay to our senior executives

•

Risk Excellence Awards recognize employees who exhibit exemplary risk management performance, encouraging ethical behavior and courage in speaking up

• Performance management process involves collaborative planning and ongoing assessments, accounting for evolving business priorities and enabling better performance differentiation

• Culture priorities linked 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 towards diversity goals

• Hidden Heroes Awards recognize

employees who embody our culture
traits during the COVID-19 pandemic

• Volunteer of the Year Awards recognize
employees who have made outstanding
volunteer contributions to charitable
organizations in their communities

Board and Management Oversight of Human Capital

Reflecting the key role of human capital in our business strategy, in 2020, we renamed the Board of Directors’ Executive Compensation Committee as the Human Resources Committee and highlighted in its charter the Committee’s oversight responsibilities for human capital management, including recruitment, retention, and inclusion and diversity initiatives. We also established a management-level committee, the Enterprise Talent Management Committee, as a subcommittee of our Management Committee, which oversees our global business activities. The Enterprise Talent Management Committee provides leadership, input and advisory oversight for all aspects of our global talent-related initiatives that support achievement of our strategic priority to become a higher-performing organization.

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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 2021 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 12 director nominees, 11 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, on March 5, 2021, the Board fixed the number of directors at 12 as of the 2021 annual meeting of shareholders. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 12 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.

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Item 1 (cont.)

MARIE A. CHANDOHA Age 59, Director since 2019 Board Roles and Committees • Examining and Audit Committee • Technology and Operations Committee			Career Highlights
			• Retired President and Chief Executive Officer, Charles Schwab Investment Management, Inc., the investment management subsidiary of Charles Schwab Corporation, an NYSE-listed brokerage and wealth management firm (2010 to 2019); Chief Investment Officer (2010)
			• Former Managing Director, Head, ETF, Index and Model-Based Fixed Income Portfolio Management, BlackRock, Inc., an investment management company (2009 to 2010); Global Head, Fixed Income Business, Barclays Global Investors (2007 to 2009) prior to acquisition by BlackRock, Inc.
			• 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
			In her prior role as President and Chief Executive Officer of Charles Schwab Investment Management, Inc., Ms. Chandoha implemented a new vision of the business by reorganizing the leadership team, adding strong governance and risk management and 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. 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.

PATRICK DE SAINT-AIGNAN Age 72, 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 the company’s risk management function (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 a global financial services organization. Mr. de Saint-Aignan’s service on the board of directors and committees of several other companies gives him additional perspective on global management and governance. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

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Item 1 (cont.)

AMELIA C. FAWCETT Age 64, Director Since 2006 Board Roles and Committees Lead Director • Executive Committee • Human Resources Committee • Nominating and Corporate Governance Committee			Career Highlights
			• Chairman, Kinnevik AB, a Nasdaq Stockholm-listed long-term oriented investment company (2018 to present); Deputy Chairman (2013 to 2018); Non-Executive Director (2011 to 2021); member of People and Remuneration Committee and Governance, Risk and Compliance Committee (Chair); Dame Amelia is not standing for re-election at Kinnevik AB’s Annual General Meeting in 2021
			• Member, Financial Policy Council, Bermuda Monetary Authority (BMA), an advisory body to the BMA, focused on financial system stability (2016 to present)
			• 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)
			• Former Non-Executive Director, Millicom International Cellular S.A., an international telecommunications and media company (2014 to 2016); member of the Remuneration Committee (Chair) and Compliance and Business Practices Committee
			• Former Non-Executive Chairman, Guardian Media Group plc, a privately held diversified multimedia business in London (2009 to 2013); Non-Executive Director (2007 to 2013)
			• Former Vice Chairman and Chief Operating Officer of European, 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)
			Qualifications and Attributes
			Dame Amelia Fawcett, a dual American and British citizen, has many years of extensive and diverse financial services experience. At Morgan Stanley, she served in many roles, including Vice Chairman and Chief Operating Officer of Morgan Stanley International, and had responsibility for development and implementation of the company’s business strategy (including business integration), as well as oversight of the company’s operational risk functions, infrastructure support and corporate affairs. Prior to joining Morgan Stanley, she was an attorney at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law in both New York and Paris. Her service on both the Court of Directors of the Bank of England (the Board of the British Central Bank) and the British Treasury provided her with valuable experience with the complex regulatory and compliance frameworks of the financial industry, both in the U.K. and internationally. Dame Amelia was awarded a CBE (Commander of the Order of the British Empire) and a DBE (Dame Commander of the Order of the British Empire) by the Queen, in both instances for services to the finance industry and in 2018 the Queen made her a Commander of the Royal Victorian Order for services as Chairman of The Prince of Wales’s Charitable Foundation. In addition, in 2004, she received His Royal Highness The Prince of Wales’s Ambassador Award recognizing responsible business activities that have a positive impact on society and the environment. Dame Amelia’s public policy experience and experience in the European banking markets provide a valuable international financial markets perspective to State Street. She currently serves in the capacity as governor of the Wellcome Trust, chairman of the Royal Botanic Gardens (Kew) and a trustee of Project Hope. 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.

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Item 1 (cont.)

WILLIAM C. FREDA Age 68, Director Since 2014 Board Roles and Committees • Examining and Audit Committee (Chair) • Executive Committee • Risk Committee			Career Highlights
			• Retired Senior Partner and Vice Chairman, Deloitte, LLP, a global professional services firm (2011 to 2014); Managing Partner of Client Initiatives (2007 to 2011); member of U.S. Executive Committee
			• Chairman, Hamilton Insurance Group, a global insurance and reinsurance company (2014 to present); Director (2014 to 2017); Chairman (2017 to present)
			• Director, Guardian Life Insurance Company, a mutual life insurance company (2014 to present)
			• Former Director, Deloitte Touche Tohmatsu Limited (2007 to 2013); member of Risk Committee (Chairman) (2011 to 2013) and Audit Committee (Chairman) (2008 to 2011)
			Qualifications and Attributes
			As senior partner and vice chairman of Deloitte, LLP, Mr. Freda served Deloitte’s most significant clients and maintained key relationships, acting as a strategic liaison to the marketplace as well as to professional and community organizations. Mr. Freda joined Deloitte in 1974 and built a distinguished record of service during 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. He serves as a trustee of Bentley University. Previously, Mr. Freda has served as the chairman of Catholic Community Services, the United Way of Essex and West Hudson and the AICPA Insurance Companies Committee and was a U.S. Representative to the International Accounting Standards Committee’s Insurance Steering Committee. Mr. Freda received a B.S. in accounting from Bentley University.

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Item 1 (cont.)

SARA MATHEW Age 65, Director Since 2018 Board Roles and Committees • Executive Committee • Human Resources Committee (Chair) • Risk Committee			Career Highlights
			• Retired Chairman and Chief Executive Officer, Dun & Bradstreet Corporation, an NYSE-listed international commercial data and analytics provider (2010 to 2013); President and Chief Operating Officer (2007 to 2009); Chief Financial Officer (2001 to 2007)
			• Non-Executive Chairman, Federal Home Loan Mortgage Company, a government-sponsored firm operating in the secondary residential mortgage market (2019 to present); Director (2013 to present); member of Audit Committee (Chair), Executive Committee and Nominating and Governance Committee
			• Director, Reckitt Benckiser Group plc, an FTSE-listed health and hygiene company (2019 to present); member of Audit Committee
			• Director, NextGen Acquisition Corporation, a Nasdaq-listed special purpose acquisition company (SPAC) (2020 to present); member of the Audit Committee and Compensation Committee; NextGen Acquisition Corporation has publicly announced a definitive business combination agreement with Xos, Inc. and that it expects the transaction to close in the second quarter of 2021. Following the closing, Ms. Mathew will no longer serve as a Director of the resulting company
			• Former Director, Campbell Soup Company, an NYSE-listed consumer food producer (2005 to 2019); member of Audit Committee (Chair) and Finance and Corporate Development Committee
			• Former Director, Shire Plc, a Nasdaq-listed FTSE 25 biopharmaceutical company (2015 to 2019; prior to acquisition by Takeda Pharmaceutical Company Limited in 2019); Chair of Audit and Risk Committee and member of Compliance and Nomination and Governance Committee
			• Former Director, Avon Products, Inc., an NYSE-listed beauty, household and personal care products manufacturer (2014 to 2016)
			• Former Vice President of Finance, ASEAN, Australasia and India, Procter and Gamble Company, an NYSE-listed international manufacturer of consumer goods (2000 to 2001); Controller and Chief Financial Officer, Baby-Care and Paper Products (1998 to 2000); other various positions through her 18-year tenure
			Qualifications and Attributes
			In her prior role as chairman and chief executive officer of Dun & Bradstreet Corporation, Ms. Mathew led the company’s transformation from a data collection business into an innovative provider of data analytics and insights. Prior to her role as chairman and chief executive officer, she served as president and chief operating officer, overseeing the company’s consumer segments, and chief financial officer where she initiated and managed the redesign of the company’s accounting processes and controls. Before joining Dun & Bradstreet Corporation, Ms. Mathew held various positions at Procter and Gamble Company within finance, accounting, investor relations and brand management. Her deep background in finance, technology, corporate strategy and operations, combined with her experiences leading and overseeing a diverse assortment of international consumer-focused companies and transformational initiatives, allows Ms. Mathew to provide a unique, innovative and global perspective to State Street. Ms. Mathew received a B.S. degree in physics, mathematics and chemistry from the University of Madras, India and an M.B.A. from Xavier University.

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Item 1 (cont.)

WILLIAM L. MEANEY Age 60, Director Since 2018 Board Roles and Committees • Human Resources Committee • Technology and Operations Committee			Career Highlights
			• President, Chief Executive Officer and Director, Iron Mountain, Inc., an NYSE-listed information management and data backup and recovery company (2013 to present)
			• Former Director, Qantas Airways, an Australian Securities Exchange-listed airline (2012 to 2018); member of the Safety, Health, Environment and Security Committee and the Remuneration Committee
			• Former Chief Executive Officer, Zuellig Group, a privately owned long-term holding company based in Hong Kong (2004 to 2012)
			Qualifications and Attributes
			Mr. Meaney, a citizen of the United States, Switzerland and Ireland, has extensive domestic and international business experience across both established and emerging markets. As the president and chief executive officer of Iron Mountain, he has continued to lead the company as it evolves and expands its secure storage and digital transformation offerings. Before joining Iron Mountain, Mr. Meaney was the chief executive officer of Zuellig Group, where he was responsible for a diverse portfolio of Asia Pacific businesses that spanned a variety of heavily regulated and consumer-based industries, including health care, agriculture, pharmaceuticals and materials handling. He has held several senior positions throughout the airline industry, including chief commercial officer of Swiss International Airlines and executive vice president of South African Airways, founded and managed his own consulting firm and served as an operations officer with the U.S. Central Intelligence Agency. Mr. Meaney provides State Street’s Board with an acute global viewpoint on corporate strategy and business expansion founded upon his background in leading and developing large U.S. and international companies. Mr. Meaney is a member of 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 64, Director Since 2019 Board Roles and Committees Chairman of the Board • Executive Committee (Chair) • Risk Committee • Technology and Operations Committee			Career Highlights
			• State Street Corporation, Chairman (2020 to present); President and Chief Executive Officer (2019 to present); President and Chief Operating Officer (2017 to 2019); Vice Chairman (2017); Chief Executive Officer and President, State Street Global Advisors (2015 to 2017)
			• Director, Unum Group, an NYSE-listed provider of financial protection benefits in the United States and United Kingdom (2015 to present); member of the Human Capital Committee and Governance Committee
			• Former President of Asset Management & Corporate Services, Fidelity Investments, Inc., a multinational financial services corporation (2010 to 2014)
			• Former Chief Executive Officer and President, BNY Mellon Asset Management (2007 to 2010)
			Qualifications and Attributes
			Mr. O’Hanley joined State Street in 2015 to lead State Street’s investment management business as the Chief Executive Officer and President of State Street Global Advisors. Since that time, he has held several senior leadership positions within the Company, serving as Vice Chairman from January 2017 to November 2017 and President and Chief Operating Officer from November 2017 to February 2019. Effective January 1, 2019, Mr. O’Hanley began his service as Chief Executive Officer and as a member of the Board of Directors and effective January 1, 2020, he was appointed Chairman of the Board. His extensive leadership, executive management and operational experience over the last three decades in asset management and global financial services provides the Board with the experience necessary to help navigate the Company’s strategic priorities on data management, client experience and technology enhancement. Mr. O’Hanley received a B.A. degree from Syracuse University and an M.B.A. from Harvard Business School.

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Item 1 (cont.)

SEAN O’SULLIVAN Age 65, 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); other various positions throughout his 34-year tenure
			Qualifications and Attributes
			As the Group Managing Director and Group Chief Operating Officer of HSBC Holdings, plc., Mr. O’Sullivan led the bank’s global operations and information technology functions, with worldwide responsibilities for business transformation, organizational restructuring and operational effectiveness. Prior to assuming the role of Group Managing Director and Group Chief Operating Officer, Mr. O’Sullivan held various positions throughout HSBC in the U.S., Canada and Europe. His long tenure at HSBC provided him with valuable experience with the operational and technology challenges faced by a large, global financial institution as well as the management of overall company effectiveness and efficiency, including development of a global approach to expense management and operational risk management. Mr. O’Sullivan is a member of the Information Technology Advisory Committee at the University of British Columbia and a former trustee of the York University Foundation. He is a dual citizen of Canada and the U.K. and received a B.A. degree from the Ivey School of Business at Western University.

JULIO A. PORTALATIN Age 61, Director Since 2021 Board Roles and Committees None			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)
			• 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.

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Item 1 (cont.)

JOHN B. RHEA Age 55, Director Since 2021 Board Roles and Committees None			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, publicly listed in January 2017 (2015 to present); member of the Compensation and Management Development Committee (Chair) and Nominating and Corporate Governance 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 (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, 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 the New York City Housing Authority (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 71, 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 the Greater Boston Chamber of Commerce. He is a former trustee of the Merrimack Valley United Way and the Worcester Art Museum, prior chairman of the Consortium for Energy Efficiency and was a member of the Audit Committee for the Town of Wellesley, Massachusetts. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University and an M.B.A. from the University of Miami.

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Item 1 (cont.)

GREGORY L. SUMME Age 64, Director Since 2001 Board Roles and Committees • Executive Committee • Human Resources Committee • Nominating and Corporate Governance Committee (Chair)			Career Highlights
			• Managing Partner and Founder, Glen Capital Partners, LLC, an alternative asset investment fund (2013 to present)
			• Former Managing Director and Vice Chairman of Global Buyout, Carlyle Group, a Nasdaq-listed global asset manager (2009 to 2014)
			• Former Chairman, Chief Executive Officer and President, PerkinElmer, Inc., an NYSE-listed developer and producer of life science equipment and services (1998-2009)
			• Director, NXP Semiconductors, a Nasdaq-listed semiconductor manufacturer (2010 to present) (Director, 2010 to 2015 and Chairman, 2013 to 2015 as Freescale Semiconductor, Inc., prior to its acquisition by NXP Semiconductors in 2015; 2015 to present as NXP Semiconductors)
			• 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
			• Co-Chairman and Co-Founder, NextGen Acquisition Corporation (2020 to present); NextGen Acquisition Corporation II (2021 to present), each a Nasdaq-listed special purpose acquisition company (SPAC); NextGen Acquisition Corporation has publicly announced a definitive business combination agreement with Xos, Inc. and that it expects the transaction to close in the second quarter of 2021. Following the closing, Mr. Summe will no longer serve as a Director of the resulting company
			• Former Director, LMI Aerospace, a Nasdaq-listed designer and provider of aerospace structures (2014 to 2017)
			Qualifications and Attributes
			Mr. Summe has extensive management experience leading large and complex corporate organizations in evolving environments. While vice chairman of Carlyle Group, he was responsible for buyout funds in financial services, infrastructure, Japan, the Middle East and African markets and served on the firm’s operating and investment committees. His experience in private equity has afforded him a deepened exposure to understanding varied business models, practices, strategies and environments and assessing value in varied international regions. During his tenure as chairman and chief executive officer at PerkinElmer, Mr. Summe led the company’s transformation from a diversified defense contractor to a technology leader in health sciences. Prior to joining PerkinElmer, Mr. Summe held leadership positions at AlliedSignal (now Honeywell), General Electric and McKinsey & Co. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, respectively, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He is also in the Engineering Hall of Distinction at the University of Kentucky.

DIRECTOR NOT STANDING FOR REELECTION AT THE 2021 ANNUAL MEETING

Lynn A. Dugle’s service as a director will end at the 2021 annual meeting of shareholders and the Board thanks her for her service. Ms. Dugle currently serves on the Examining and Audit Committee and Technology and Operations Committee. She has been a member of the Board since 2015.

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Executive Compensation

Compensation Discussion and Analysis

In this compensation discussion and analysis, or CD&A, we describe our approach to executive compensation and compensation decisions for 2020 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.

Executive Summary

Over the last year, we expanded our shareholder outreach program. This provided the opportunity to gain additional insight into shareholder perspectives, including on our executive compensation program. We conducted this enhanced engagement both before and after our 2020 “Say on Pay” vote, which received 70.1% support. Informed by feedback from our shareholders, the Committee adopted a new methodology for determining the amount of incentive compensation to be delivered to our NEOs, as described under “Compensation Program Design Changes.” NEO performance continued to be measured based on corporate goals set at the beginning of 2020, but under the revised methodology, the Committee determined the amount of incentive compensation to be delivered for 2020 primarily based on corporate performance, with adjustments for individual performance, where appropriate. With these changes, NEO pay outcomes are more closely aligned with our corporate performance results for the year, and better align with the outcomes experienced by our shareholders.

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Shareholder Outreach and Response to “Say on Pay” Results

Engaging with our shareholders continues to be a key part of our executive compensation process, as well as our corporate governance overall. Our Lead Director, Amelia C. Fawcett, and/ or the new Committee chair, Sara Mathew, participated in the majority of our 2020 shareholder meetings, which included discussion of our response to the COVID-19 pandemic, executive compensation design, inclusion and diversity and other human capital practices and initiatives, and other environmental, social and governance (ESG) topics. Through these efforts, we received valuable feedback, which informed changes to our executive compensation program and our approach to disclosure.

Our shareholder outreach during 2020 was conducted in two stages. First, immediately preceding our 2020 Annual Meeting of Shareholders, we contacted 38 shareholders representing approximately 72% of our outstanding common stock and met with 28 shareholders representing approximately 58% of our outstanding common stock at the time. We then conducted our annual outreach program in the Fall, contacting 46 shareholders representing approximately 68% of our outstanding common stock and meeting with 22 shareholders representing approximately 42% of our outstanding common stock at the time.

	Spring Outreach						Fall Outreach

Our shareholder engagement is not limited to discrete situations or a certain time of the year. In addition to the above specific shareholder outreach, we also engaged with shareholders on matters related to, among other things, corporate governance, disclosure enhancements and our racial equity, inclusion and diversity programs.

In response to feedback received during 2020 on our executive compensation program, the Committee made several notable enhancements to our executive compensation program and disclosure:

	What We Heard			How We Responded
	We continued to receive general support for our executive compensation program, including for our high levels of deferral (90% of 2019 NEO incentive compensation was deferred), performance-based restricted stock unit (RSU) design, and appropriate use of discretion. Some shareholders requested more transparency regarding the factors the Committee considers in its discretionary performance assessment process, including individual performance expectations and how performance against those expectations links to pay decisions			• We expanded the disclosure in this proxy statement to provide further detail on the factors the Committee considers in assessing financial performance, including how the Committee considers relative performance in determining the amount of incentive compensation to be awarded to our NEOs (see pp. 39 - 42) • This proxy statement also provides additional detail on how the Committee factored individual performance into each NEO’s incentive award decision, including more details on individual performance goals and how well each executive performed against those goals (see pp. 44 - 50) • The Committee maintained the basic design of our executive compensation program, including the high levels of deferral and significant use of performance-based equity used in prior years
	Several shareholders questioned the emphasis on individual performance relative to corporate performance in the determination of incentive awards			• The Committee redesigned how it determines the amount of incentive compensation for our NEOs to emphasize corporate performance as the primary driver, while retaining the ability to differentiate for individual performance through the use of a modifier of up to +/- 30% (see p. 35)
	Most shareholders expressed continued support for our use of return on average common equity (ROE) and pre-tax margin as metrics in our long-term performance-based RSUs, though some shareholders requested we consider incorporating a relative metric in our long-term incentive design. Some shareholders also expressed a desire for additional disclosure regarding the role of relative financial performance in pay decisions			• The performance-based RSUs granted for the 2020 performance year maintain ROE and pre-tax margin as metrics. In addition, the Committee added two new metrics: fee revenue growth and relative total shareholder return (TSR) (see p. 36) • We expanded disclosure in this proxy statement regarding the Committee’s consideration of relative metrics in determining the amount of incentive awards for our NEOs (see pp. 39 - 42)

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Corporate Performance Summary

As a starting place for determining our NEOs’ compensation for 2020, the Committee evaluated State Street’s overall corporate performance relative to our financial, business and risk management objectives. These goals were set at the beginning of 2020 and were measured throughout the year using performance scorecards, which included both qualitative and quantitative assessments. A summary of each scorecard and the Committee’s overall conclusions are provided in the table below. Our performance in 2020 against each goal is reviewed in more detail under “2020 Compensation Decisions—Corporate Performance.”

(1)

Relative performance is measured against the peers with whom we compete most directly, Northern Trust Corporation and The Bank of New York Mellon Corporation, our Direct Peers, as well as 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 constituents, respectively, as of December 31, 2020.

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Overall, 2020 was a challenging year on many fronts, particularly given the impact of COVID-19 on our employees, clients and the broader economy. Governmental authorities throughout the world responded to the pandemic with a variety of monetary policy actions and regulatory and other initiatives, including near zero interest rates in the United States and other advanced economies and widespread deployment of lending support measures. Against this backdrop, State Street generally performed well relative to its peers, improving key financial performance measures compared to 2019, including reduced expenses and increased fees, earnings per share (EPS), operating margin (total revenue less expenses, as a percentage of total revenue) and ROE. We demonstrated the resilience of the business by managing through the challenging operational and financial market conditions throughout 2020, and made strong progress against our business goals. This progress included implementation of our global client segment structure and expansion of our client coverage model as well as continued improvements in our front-to-back State Street Alpha platform, ongoing operational enhancements, advances to our automation efforts and sustainable expense reductions associated with our transformation efforts. However, net interest income (NII) materially declined, driven by the historically low interest rate environment, and we fell short against our sales objectives, with lower than planned net new business.

Additionally, our three-year TSR trailed our Direct Peers and was in the bottom quartile relative to relevant market indices. However, one- and two-year TSR were both stronger than our Direct Peers, as illustrated below:

1-Year (12/31/19-12/31/20)

(4.8%)

80^th

50^th

2-Year (12/31/18-12/31/20)

23.2%

55^th

40^th

3-Year (12/31/17-12/31/20)

(18.7%)

25^th

15^th

5-Year (12/31/15-12/31/20)

24.5%

25^th

15^th

(1)	TSR data reflects cumulative shareholder return between the dates shown, including reinvestment of dividends.

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

Corporate Performance Evaluation Outcome. Based on all of the above factors, the Committee reduced awards below target, applying a preliminary factor of 95% of target for the 2020 incentive awards made to all NEOs, as described below.

NEO Performance Summary

In determining our NEOs’ compensation for 2020, 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 such as inclusion and diversity, talent development, employee engagement and leadership behaviors.

Individual NEO performance is reviewed under the section titled “2020 Compensation Decisions—Individual Performance and Compensation Decisions.”

NEO Incentive Compensation Decisions

For 2020, the Committee awarded our NEOs total incentive awards ranging from 92.5% to 107.5% of target, primarily reflecting overall company performance, with individual performance adjustments as appropriate. These individual adjustments are described under the heading “2020 Compensation Decisions—Individual Performance and Compensation Decisions.” More broadly, State Street’s Executive Vice President population (comprising approximately 75 of the Company’s most senior executives) received total incentive awards ranging from 67% to 123% of target, reflecting overall company performance and significant differentiation for individual performance where appropriate.

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Given Mr. O’Hanley’s responsibility as CEO for overall company performance, the Committee’s decision on his incentive compensation is primarily driven by its evaluation of overall company results. Despite one-year TSR performance that led our Direct Peers in 2020, three-year TSR was below expectations and we fell short against our sales objectives, with lower than planned net new business. Additionally, though progress was made towards our aggressive diversity goals, which are a key element of our long-term strategy, overall progress against these goals was below expectations. At the same time, the Committee felt that Mr. O’Hanley demonstrated particularly strong leadership in driving key initiatives amidst the challenging operational and financial market conditions brought on by the COVID-19 pandemic, as well as improvement in key financial measures relative to 2019. As a result, Mr. O’Hanley received a slight positive adjustment for individual performance, resulting in a below-target total incentive award of approximately 96% of target. Additional detail on Mr. O’Hanley’s compensation decision is provided under the heading “2020 Compensation Decisions—Individual Performance and Compensation Decisions.”

NEO Incentive Compensation Mix

Incentive 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 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. The Committee may, at its discretion, change the vehicle delivery mix in any given year.

For 2020, the Committee eliminated the immediate cash payment for our CEO and shifted all of his cash-based incentive compensation into an equity-based vehicle to promote ongoing focus on improving our share price performance. Thus, the Committee replaced the amounts previously delivered as immediate and deferred cash with long-term cash-settled restricted stock units, referred to as CRSUs. As a result, Mr. O’Hanley’s 2020 incentive award was delivered in 100% deferred equity-based vehicles.

For the 2020 performance year,

•	100% of incentive awards for our CEO and 90% for our other NEOs were deferred, and

•	100% of incentive awards for our CEO and 65% for our other NEOs were equity-based:

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Sound Compensation and Corporate Governance Practices

(1)	Excluding certain international assignment and relocation benefits.

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Linking Pay with Performance Over Time

Our executive compensation program is designed to 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 and our heavy reliance on equity-based compensation vehicles. As a result, realizable pay (the value of prior awards granted)⁽¹⁾ reflects our shareholders’ experience:

(1)	Realizable value reflects the value of Deferred Stock Awards, or DSAs, and performance-based RSUs based on State Street’s December 31, 2020 closing stock price of $72.78 (and assumes all shares are retained), plus the value of cash-based incentives awarded.

(2)	Reflects cumulative shareholder return, including reinvestment of dividends from respective grant dates through December 31, 2020.

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

(4)	Reflects actual incentive compensation awarded based on year-end performance outcomes.

(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 2020. 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 2021 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.

The addition of relative TSR in our long-term incentive design for the performance-based awards made for 2020 performance, as described under “Compensation Program Design Changes,” will further align realizable pay with our shareholders’ experience.

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

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Compensation Program Design Changes

Informed by feedback from shareholders, the Committee approved several compensation program design changes for 2020, as included in the summaries of the 2019 and 2020 compensation programs below. These changes more closely align NEO pay outcomes with overall corporate performance results for the year and place more emphasis on performance relative to peers.

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As noted above, the Committee approved several changes to the performance-based RSU design. These changes are intended to drive our long-term strategy and ensure payouts are aligned with our shareholders’ experience, as described below:

(1)

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.

(2)

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 compound annual growth rate (CAGR) during the performance period. All three of these metrics are subject to adjustment for pre-established, objectively determinable factors as described in more detail in footnote one to the “Compensation Vehicles” table.

(3)	Linear interpolation is used between the points shown above.

(4)	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%.

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Compensation Vehicles

Total compensation for our NEOs is delivered via base salary and incentive compensation. Incentive compensation for 2020 was delivered through the following vehicles:

Vehicle	Vehicle Description	Considerations and Rationale
Equity-Based Incentive Compensation (100% of incentive compensation for CEO; 65% for other NEOs)
Performance-Based RSUs	• Number of performance-based RSUs ultimately earned is determined based on State Street’s performance on key metrics over the three-year performance period, as described under “Compensation Program Design Changes,” subject to adjustment for pre-established, objectively determinable factors⁽¹⁾ • Performance-based RSUs ultimately earned vest in one installment in February 2024 and are paid in State Street shares upon vesting	• Performance-based RSUs are aligned with our long-term performance and financial goals • Equity-based compensation directly aligns the rewards and risks shared by our NEOs and our shareholders
Deferred Stock Awards (DSAs)	• DSAs vest ratably in four equal annual installments beginning in February 2022 • Paid in State Street shares upon vesting	• Subject to vesting requirements • Equity-based compensation directly aligns the rewards and risks shared by our NEOs and our shareholders
Cash-settled restricted stock units (CRSUs) (CEO Only)	• CRSUs vest in 12 quarterly installments (50% in three equal installments beginning in May 2021 and the balance in nine equal installments from February 2022 to February 2024) • Paid in cash upon vesting	• For 2020, replaced cash-based incentives typically awarded to our CEO with a vehicle tied to our share price • Incentivizes focus on our share price, while providing the CEO with liquidity over time
Cash-Based Incentive Compensation (0% of incentive compensation for CEO; 35% for other NEOs)
Deferred Value Awards (DVAs)	• DVAs are notionally invested in a money market fund • DVAs vest ratably in 16 quarterly installments beginning in May 2021 • Paid in cash upon vesting	• Subject to vesting requirements
Immediate Cash (non-deferred)	• Immediate cash award	• Provides a limited immediate monetization of the executive’s incentive

(1)

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 CAGR basis, and to reduce the payout under the performance award for other material items or events.

Each of the deferred incentive compensation awards granted to our NEOs for the 2020 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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2020 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. As described in our 2020 Proxy Statement, effective at the end of the first quarter of 2020, Mr. O’Hanley received a base salary increase from $800,000 to $1,000,000. This was the only increase to Mr. O’Hanley’s base salary since he was appointed as Chief Executive Officer on January 1, 2019, and the Committee considered the increase to be appropriate based on his role. In addition, Messrs. Erickson and Maiuri each received base salary increases to $700,000 at the same time (from $500,000 and $450,000, respectively). The Committee considered these base salary increases to be appropriate based on the expansion of Mr. Erickson’s role at that time to include responsibility for our Global Marketing and Global Client Divisions and the appointment of Mr. Maiuri in 2019 as the Company’s Chief Operating Officer, as well as relevant internal and external benchmarks.

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 and responsibilities and performance trend, as well as competitive and market factors and internal equity. The Committee increased the target incentive compensation for 2020 for Mr. O’Hanley from $13,200,000 to $13,500,000, for Mr. Aboaf from $5,800,000 to $6,300,000 and for Mr. Erickson from $6,009,600 to $6,300,000. The Committee set 2020 target incentive compensation for Mr. Aristeguieta at $6,300,000, below the $6,800,000 level set for 2019, and consistent with his 2019 offer of employment to join State Street. The Committee considers the total target compensation for each NEO to be appropriate based on the scope of each executive’s 2020 role and in light of relevant internal and external benchmarks.

For 2020, each NEO’s target total compensation was allocated as follows:

Name	Base Salary Rate⁽¹⁾	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	6,300,000	7,000,000
Andrew J. Erickson	700,000	6,300,000	7,000,000
Louis D. Maiuri	700,000	6,300,000	7,000,000

(1)	The base salary increases noted above for Messrs. O’Hanley and Maiuri were effective on March 29, 2020 and for Mr. Erickson on April 1, 2020.

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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 against our direct peers (Northern Trust Corporation and The Bank of New York Mellon Corporation) as well as relevant indices, including the KBW Bank Index and the Capital Markets and Banks subsets of the S&P 500 Financial Index.

(2)	The Committee may change the incentive compensation mix at its discretion.

(3)	While performance-based RSUs represent the same proportion of the total incentive as last year, they represent a smaller proportion of equity delivered to the CEO than in prior years because all of his awards for 2020 were delivered in deferred equity-based vehicles.

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 or subtraction 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 review of financial performance focuses on comparisons of key financial indicators relative to prior year and budget performance as well as relative to our Direct Peers and relevant indices. The Committee’s review of risk management performance focuses on financial and non-financial risks and key enterprise programs. For 2020, the Committee’s evaluation of risk management performance also included a specific assessment of State Street’s crisis management through COVID-19-driven volatility. The Committee’s review of business performance focused on annual objectives that drive progress against our long-term strategic plan. For 2020, these annual objectives included a focus on strengthening client partnerships and improving service quality, making improvements to our operating model through productivity and resiliency enhancements and continuing to implement a systematic transformation of State Street to fundamentally change the way we work.

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. The Committee also evaluates each individual’s leadership- and talent-related performance, including performance against our diversity priorities.

Once the final incentive compensation amount is determined, it is delivered through a mix of vehicles as shown in the “Compensation Vehicles” table.

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Corporate Performance

Framework Evaluation. The Committee considered preliminary corporate performance scorecards in July and December 2020, and the final 2020 scorecards in early 2021. The full Board of Directors also reviewed financial performance at each Board meeting and the Risk Committee reviewed the preliminary risk management performance scorecard in July 2020 and the final scorecard in December 2020. Based on its review of corporate performance, including “At Expectations” financial and risk management performance and “Above Expectations” business performance, the Committee concluded that State Street’s full year corporate performance was “At Expectations.”

Consequently, the Committee’s basis for determining the amount of 2020 incentive compensation, prior to differentiation based on individual performance, was 95% of target. More details on our performance against each of the three corporate performance scorecards are found below.

Financial Performance. During its evaluation of 2020 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.

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For individual financial metrics in our overall company financial scorecard, shading indicates the magnitude of variation from budget or prior year performance, as applicable, with lighter shading indicating smaller variances and darker shading indicating larger variances.

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(1)

(2)

(3)

Comparisons to peers are based on change relative to 2019 for all metrics other than operating margin and ROE, which are compared with peers based on one-year results for 2020. 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 with standardized adjustments. For some of the S&P 500 Financial Index (7 constituents), comparisons to 2019 were based on year-to-date September 30, 2020 vs. year-to-date September 30, 2019, as fourth quarter 2020 earnings were not released at the time the Committee reviewed this scorecard.

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

(5)	TSR data reflects cumulative shareholder return between the dates shown, including reinvestment of dividends.

Business Performance.

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Risk Management Performance.

State Street’s 2020 performance is reviewed in greater detail, along with relevant risks associated with our business, results of operations and financial condition, in our 2020 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.

Individual Performance and Compensation Decisions

In evaluating each NEO’s individual performance, the Committee reviewed individual performance scorecards derived from our corporate performance goals, including leadership- and talent-related goals, and tailored to each NEO, other than the CEO. In evaluating the CEO’s individual performance, the Committee and the full Board reviewed the corporate performance scorecards, including leadership- and diversity-related performance. The Committee and the other independent directors then evaluated the CEO’s performance, and all directors, including the CEO, evaluated the other NEOs’ performance. Though NEO incentive awards are primarily based on corporate performance, the Committee made adjustments based on this evaluation of individual performance. Individual performance highlights, including where individual performance warranted a compensation adjustment, and the Committee’s incentive compensation and total compensation decisions for 2020 for the NEOs, are presented in the summaries below.

For detail on the relationship between the 2020 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 “2020 Compensation Decisions—Individual Compensation Decisions Summary.”

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Ronald P. O’Hanley, President and Chief Executive Officer
Performance Area	2020 Key Goals	Performance Factors and Results
Financial Performance At Expectations	Achieve our financial commitments • Meet our 2020 budget, growing fee revenues and reducing expenses, and improve operating margin and ROE versus peers⁽¹⁾ • Grow balance sheet and optimize capital and liquidity utilization to support business growth	• Despite a global pandemic, which created a challenging operating environment, made meaningful progress versus prior year and effective progress versus budget. However, net interest income (NII) materially declined, largely driven by the historically low interest rate environment, and our three-year TSR was below Direct Peers and the median of relevant market indices (see pp. 40 - 42 for additional detail) — Revenue down 0.1% but in line with budget — Fee Revenue up 3.8% and above budget — NII down 14.3% and below budget, driven by low interest rate environment — Expenses down 1.5%, driven by net productivity initiatives, and in line with budget — EPS up 8.6% but below budget — Operating margin up 1.1% points and in line with budget — ROE (GAAP) up 0.6% points and in line with budget — Assets under custody and/or administration (AUC/A) increased 13% to $38.8 trillion and assets under management (AUM) increased 11% to $3.5 trillion as of December 31, 2020
Business Performance Above Expectations	Be an essential partner – trusted, strategic and proactive • Develop and implement new, global client segment strategies and fill key roles to support new organization • Improve client sentiment through consistent service quality across all products and services and embed key metrics in client account plans • Further define, broaden and grow State Street Alpha platform along with relevant State Street products and services with clients and partners	• Designed and implemented global client segment structure and expanded client coverage models with clear accountability for revenue generation and retention, client engagement and investment prioritization • Achieved six new client wins for State Street Alpha and continued delivery of new functionality via partnerships with trading platforms and data and analytics providers • Strengthened client partnerships through effective communication and service delivery during unprecedented volumes and market volatility demonstrated by improved client sentiment • Operationalized several Federal Reserve program mandates to enable financial stability for our clients • Fell short against our sales objectives, with lower than planned net new business
Business Performance Above Expectations	Develop a scalable, configurable, resilient end-to-end operating model • Improve productivity and transform the cost base through process simplification, automation and organizational redesign • Adopt new productivity measures to drive continuous improvement and service quality • Execute against technology and operations resiliency plans	• Rapidly adopted new, simplified operating and management models in a work from home environment reaching approximately 90% in April 2020 to deliver client commitments and accelerated decision-making • Executed and scaled key automation efforts including increased funds on “driverless” NAV, improved straight-through-processing and reduced manual touchpoints • Restructured technology organization to prioritize technology investments and growth with business outcomes while strengthening our technology resiliency and modernizing and rationalizing our infrastructure

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

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	Business Performance, continued			Implement Transformation and become a higher performing organization • Drive desired culture traits throughout the organization and measure progress • Align performance management and incentives with business and cultural objectives			• Improved the employee experience through new communication channels, recognition and learning platforms to drive increased employee satisfaction and retention of top talent • Operationalized an internal Talent Marketplace and strategically redeployed talent across the company • Enhanced performance management process, which drove accountability for financial, business, risk management and leadership- and talent-related performance • Publicly announced 10 actions to address racism and inequality, although more work is needed to meet diversity representation expectations • Prioritized employee health, safety and security in light of COVID-19 by pausing workforce reductions and adjusting benefit plans to meet employee needs
	Risk Management Performance At Expectations			Improve risk excellence outcomes • Deliver on key enterprise programs (including regulatory initiatives) to improve risk profile and regulatory posture • Apply a consistent, risk-based and outcome-oriented approach to business and technology initiatives • Enhance risk culture and posture through greater accountability and transparency across all groups			• Made significant progress in compliance and anti-money laundering measures and achieved successful conclusions to open regulatory matters • Maintained strong financial risk performance in volatile markets, including in credit, liquidity and capital adequacy measures • Completed the Federal Reserve’s 2020 CCAR and CCAR 2020 Resubmission, exceeding all minimum regulatory capital requirements throughout both tests • Achieved improvements in technology and operational resilience measures, though continued focus is required • Progress in some enterprise programs tracked below expectations due to prioritization or other delays

	Compensation for 2020
	Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. O’Hanley met or exceeded individual performance expectations related to our 2020 corporate goals and he exhibited strong leadership in driving key strategic initiatives amidst the challenging operational and financial market conditions brought on by the COVID-19 pandemic, as well as improvement in key financial measures relative to 2019. However, sales, three-year TSR performance relative to peers and overall progress towards our diversity goals were all below expectations. Balancing these factors, Mr. O’Hanley’s individual incentive award was adjusted up slightly.
	Given the corporate performance factor of 95% and the modest upward adjustment for individual performance noted above, Mr. O’Hanley’s total incentive compensation was awarded at approximately 96% of target for 2020, resulting in total compensation of $14,000,000.

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Eric W. Aboaf, Chief Financial Officer
As Chief Financial Officer, Mr. Aboaf is responsible for our global financial strategy and finance functions, including treasury, controllership, tax, enterprise decision support, investor relations, procurement and real estate. In determining individual performance-based compensation adjustments to Mr. Aboaf’s 2020 incentive award, the Committee focused on the most significant individual performance factors below:
Performance Area	2020 Key Individual Goals	Performance Factors and Results
Financial Performance At Expectations	• Meet our 2020 budget, growing fee revenues and reducing expenses • Expand client and balance sheet loan growth • Drive next wave of deposit gathering initiatives aligned to effective balance sheet management	• Made meaningful progress versus prior year and effective progress versus budget: — Fee Revenue up 3.8% and above budget; Total Revenue down 0.1% from 2019, driven by the interest rate environment, and in line with budget — Expenses down 1.5% and in line with budget — ROE (GAAP) up 0.6% points and in line with budget • Actively managed expenses through new resource discipline, footprint optimization and expense management initiatives • Throughout the challenging COVID-19 environment, partnered with senior leadership to manage the balance sheet, navigate market turmoil and support client lending
Business Performance Above Expectations	• Improve business planning and partnership to achieve better corporate outcomes • Deliver new reporting aligned to organizational re-design and strategic outcomes • Drive strategic change to improve procurement processes and outcomes	• Delivered our 2021-2023 strategic plan, which significantly improved the linkage between State Street’s corporate strategy and the underlying investments and initiatives • Delivered new financial transparency and improved existing reporting cycle times, driving greater accountability across all business lines to achieve financial outcomes • Improved procurement cycle times and addressed savings priorities with robust savings pipeline in place for 2021 • Improved shareholder relations through greater transparency on key metrics to investors with detailed internal communications to senior leaders
Risk Management Performance At Expectations	• Deliver on key enterprise programs to improve risk profile and regulatory posture • Successfully complete regulatory initiatives to reduce our risk exposure	• Completed the Federal Reserve’s 2020 CCAR and CCAR 2020 Resubmission, exceeding all minimum regulatory capital requirements throughout both tests • Delivered on critical milestones for key enterprise programs, resulting in risk reduction in impacted programs • Maintained strong financial risk posture in volatile markets, including in credit, liquidity and capital adequacy measures

	Compensation for 2020
	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. Consequently, Mr. Aboaf’s individual incentive award was adjusted up by 5%, primarily reflecting his role in improving the linkage between our corporate strategy and required investments and initiatives and active expense management.
	Given the corporate performance factor of 95% and the 5% upward adjustment for individual performance noted above, Mr. Aboaf’s total incentive compensation was awarded at 100% of target for 2020, resulting in total compensation of $7,000,000.

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Francisco Aristeguieta, Chief Executive Officer of State Street Institutional Services
Since June 2020, Mr. Aristeguieta has held the role of 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. Prior to this role, he served as Executive Vice President and Chief Executive Officer of International Business from July 2019 to June 2020, where he was responsible for State Street’s businesses outside the United States. In determining individual performance-based compensation adjustments to Mr. Aristeguieta’s 2020 incentive award, the Committee focused on the most significant individual performance factors below:
Performance Area	2020 Key Individual Goals	Performance Factors and Results
Financial Performance Below Expectations	• Meet our 2020 budget, growing fee revenues and reducing expenses • Improve pipeline in key growth markets and segments	• Meaningful progress versus prior year and effective progress versus budget for the business activities under his oversight: — IS Fee Revenue improved from 2019 and above budget — IS Expenses improved from 2019 but above budget • Fell short against our sales objectives, with lower than planned net new business
Business Performance Above Expectations	• Develop and implement new, global client segment strategies and fill key roles • Improve client sentiment through consistent service quality across products and services and embed key metrics in client account plans • Complete country priority review and appoint regional Segment Heads to establish Country Head management model, aligned to regional strategies	• Upon appointment as CEO of Institutional Services, continued implementation of global client segment structure and global country head strategy with clear accountability for revenue generation and retention, client engagement and investment prioritization • Expanded client coverage model to drive short-term and long-term opportunities to maximize revenue growth and wallet share • Led effective client engagement and communications, despite virtual COVID-19 environment, as demonstrated through improved client sentiment • Successfully launched Client Experience organization to drive client centricity • While some progress was made, fell short of diversity priorities
Risk Management Performance At Expectations	• Improve engagement with key regulatory authorities to maintain proactive, consistent and accountable regulatory relationships	• Actively engaged with regulators and drove accountability across internal risk teams • As Chief Executive Officer of International in the first half of the year, additional focus needed on regional staffing model design

	Compensation for 2020
	Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Aristeguieta met or exceeded individual performance expectations related to his business and risk management goals and he exhibited strong leadership performance. Consequently, Mr. Aristeguieta’s individual incentive award was adjusted up by 2.5%, primarily reflecting his role in driving achievement of client-focused goals, balanced by disappointing sales and progress on diversity priorities.
	Given the corporate performance factor of 95% and the 2.5% upward adjustment for individual performance noted above, Mr. Aristeguieta’s total incentive compensation was awarded at 97.5% of target for 2020, resulting in total compensation of $6,850,000.

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Andrew J. Erickson, Chief Productivity Officer and Head of International
Since June 2020, Mr. Erickson has held the roles of 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. Previously, he was the head of our Global Services business from November 2017 to June 2020. In determining individual performance-based compensation adjustments to Mr. Erickson’s 2020 incentive award, the Committee focused on the most significant individual performance factors below:
Performance Area	2020 Key Individual Goals	Performance Factors and Results
Financial Performance Below Expectations	• Meet our 2020 budget, growing fee revenues and reducing expenses • Improve pipeline in key growth markets and segments • Drive productivity improvements to reduce overall State Street expenses	• As Chief Productivity Officer, amplified behavioral and cultural changes around productivity to support expense reduction — State Street Expenses down 1.5% and in line with budget • Meaningful progress for International teams in fee revenues versus prior year and against budget; faced challenges managing expenses — International IS Fee Revenue improved from 2019 and above budget — International IS Expenses above 2019 and above budget • In prior role as head of Global Services, fell short against sales objectives, with lower than planned net new business
Business Performance Above Expectations	• Execute global multi-year segment strategies to reignite revenue and expand business growth • Improve client sentiment through consistent service quality across products and services • Adopt new productivity measures to drive continuous improvement and improve service quality	• Designed and initiated implementation of global client segment structure; effectively transitioned to Francisco Aristeguieta • Maintained client service and delivery quality and improved client sentiment, despite virtual COVID-19 environment • Operationalized several Federal Reserve program mandates to enable financial stability for our clients • Appointed to role as Chief Productivity Officer in June to drive productivity and operational effectiveness; key accomplishments include: — Redesigned operating models to eliminate silos and simplify the organization to improve and accelerate decision-making — Established individual employee productivity metrics to enable improved performance management — Launched an internal talent marketplace to enable strategic talent redeployment across the company — Executed on key initiatives to drive automation and reduce errors; achieved reduction in manual touchpoints • While some progress was made, fell short of diversity priorities
Risk Management Performance Above Expectations	• Improve engagement with key regulatory authorities to maintain proactive, consistent and accountable regulatory relationships	• Actively engaged with regulators and drove accountability across internal risk teams • Aggressively pursued root cause issues to reduce risk and improve processes and controls

	Compensation for 2020
	Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Erickson exceeded individual performance expectations related to his business and risk management goals and exhibited strong leadership performance. However, Global Services financial performance was below expectations primarily due to disappointing sales. Additionally, while Mr. Erickson made some progress, he did not sufficiently achieve diversity priorities. Consequently, Mr. Erickson’s individual incentive award was adjusted down by 2.5%.
	Given the corporate performance factor of 95% and the 2.5% downward adjustment for individual performance noted above, Mr. Erickson’s total incentive compensation was awarded at 92.5% of target for 2020, resulting in total compensation of $6,550,000.

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Louis D. Maiuri, Chief Operating Officer
As Chief Operating Officer, Mr. Maiuri is responsible for our Information Technology, CRD, State Street Global Exchange and Global Markets organizations. This includes delivering on our “One State Street” vision in alignment with our State Street Alpha strategy to integrate our business, operational and technology investments to enrich our product portfolio and foster product innovation to meet our clients’ needs. In determining individual performance-based compensation adjustments to Mr. Maiuri’s 2020 incentive award, the Committee focused on the most significant individual performance factors below:
Performance Area	2020 Key Individual Goals	Performance Factors and Results
Financial Performance At Expectations	• Meet our 2020 budget, growing fee revenues and reducing expenses • Grow balance sheet and optimize capital / liquidity utilization to support business growth	• Meaningful progress versus prior year and effective progress versus budget for the business activities he oversees: — Global Markets Fee Revenue improved from 2019 and above budget — CRD Fee Revenue improved from 2019 and in line with budget — Global Delivery Expenses flat from 2019 but above budget — Technology Expenses declined from 2019 but above budget • Effectively partnered with senior leadership to manage the balance sheet, navigate market turmoil and manage credit exposures
Business Performance Above Expectations	• Further define, broaden and grow our State Street Alpha platform along with relevant State Street products and services with clients and partners • Develop and implement IT operating model to enhance talent management, operational efficiency, effectiveness and overall productivity • Implement key automation initiatives to digitize manual activities, address the root cause of errors and issues, and drive productivity • Improve service delivery quality for key client segments	• Achieved six new client wins for State Street Alpha and continued delivery of new functionality via partnerships with trading platforms and data and analytics providers • Restructured technology organization to prioritize technology investments and growth with business outcomes while strengthening our technology resiliency • Executed and scaled key automation efforts, including increased funds on “driverless” NAV, improved straight-through- processing and reduction of manual touchpoints • Sustained client service and delivery during unprecedented volumes and market volatility, demonstrated by improved client sentiment • Operationalized several Federal Reserve program mandates to enable financial stability for our clients • While some progress was made, fell short of diversity priorities
Risk Management Performance Significantly Above Expectations	• Enhance security and controls and reduce technology risk using a risk-based approach • Drive risk reduction for residual risk applications	• Delivered on critical milestones for key enterprise programs, resulting in risk reduction • Exceeded application rationalization target to reduce technology risk and maintenance costs • Maintained operational and technology continuity through volatile market volumes • Demonstrated exceptional leadership in coordinating our strategy for returning to the office with frequent and detailed internal communications, resulting in high employee satisfaction ratings

	Compensation for 2020
	Individual Performance-Based Compensation Adjustments: The Committee determined that Mr. Maiuri met or exceeded individual performance expectations related to his financial and business goals. He also significantly exceeded expectations related to his risk management goals and exhibited exceptional leadership performance. Consequently, Mr. Maiuri’s individual incentive award was adjusted up by 12.5%, primarily reflecting his restructuring of the technology organization and improvements in technology resiliency, as well as his leadership in coordinating our strategy for returning to the office.
	Given the corporate performance factor of 95% and the 12.5% upward adjustment for individual performance noted above, Mr. Maiuri’s total incentive compensation was awarded at 107.5% of target for 2020, resulting in total compensation of $7,450,000.

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Individual Compensation Decisions Summary

The Committee’s 2020 NEO incentive compensation decisions relative to target are shown in the table below. For 2020, the Committee awarded the entire amount of Mr. O’Hanley’s incentive compensation in equity-based vehicles to promote ongoing focus on improving our share price performance. Specifically, the amounts that would have been delivered in immediate and deferred cash vehicles were replaced with an equivalent value of long-term cash-settled restricted stock units, referred to as CRSUs.

	Cash-Based Incentive		Equity-Based Incentive		Total Incentive
Named Executive Officer	Actual	Target	Actual	Target	Actual	Target
Ronald P. O’Hanley	$ 0	$3,375,000	$13,000,000⁽¹⁾	$10,125,000	$13,000,000	$13,500,000
Eric W. Aboaf	2,205,000	2,205,000	4,095,000	4,095,000	6,300,000	6,300,000
Francisco Aristeguieta	2,152,500	2,205,000	3,997,500	4,095,000	6,150,000	6,300,000
Andrew J. Erickson	2,047,500	2,205,000	3,802,500	4,095,000	5,850,000	6,300,000
Louis D. Maiuri	2,362,500	2,205,000	4,387,500	<

	CD&A Table of Contents			Page
	Executive Summary			28
	Compensation Philosophy			34
	Compensation Program Design Changes			35
	Compensation Vehicles			37
	2020 Compensation Decisions			38
	Individual Compensation Decisions Summary			51
	Prior Year Performance-Based RSU Awards			52
	Other Elements of Compensation			52
	Other Elements of Our Process			54
	Human Resources Committee Process Concerning Risk Alignment			55
	Executive Equity Ownership Guidelines, Practices and Policies			56