Independent
Tenure on this board
6.7 yrs
Also a director at
Macy's Inc (M)Dynex Capital Inc (DX)
13 nominees · 4 ballot items.
Election of 13 directors; advisory vote to approve executive compensation; ratification of Ernst & Young LLP as independent auditors for 2026; vote on a shareholder proposal requesting a policy and by-law amendment to require the Board Chair be independent in the next CEO transition.
Elect 13 nominees to the Board of Directors to serve until the next annual meeting.
Advisory vote to approve the compensation of State Street’s executives as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and program (the “Say on Pay”). Management seeks shareholder approval to validate its compensation decisions for 2025 and to demonstrate alignment between pay and long-term performance. The board recommends a vote FOR, arguing the program emphasizes long-term, performance-based equity, strong deferral and risk-alignment mechanisms (including clawbacks, performance-based RSUs tied to pre-tax margin and fee revenue growth, and ROE/TSR modifiers), and that the Human Resources Committee regularly engages with shareholders. The context includes a recent 93% support at the prior year Say on Pay, ongoing shareholder engagement, CEO and NEO compensation details tied to strong 2025 financial outcomes, and the use of relative TSR and other modifiers to align pay with shareholder returns. The board’s rationale focuses on retention, alignment, and regulatory compliance; it notes the vote is advisory and the committee will consider results in future decisions.
Ratify Ernst & Young LLP as State Street’s independent registered public accounting firm for fiscal year 2026.
Shareholder proposal requesting the Board adopt a policy and amend the by-laws to require the Chair of the Board be an independent director in the next CEO transition (compliance waived if no independent director is available and willing).
The shareholder proposal seeks to adopt a firm policy and amend by-laws to require an independent Chair in the next CEO transition, arguing separation enhances independent oversight, avoids conflicts of interest, and allows the CEO to focus on running the company; proponents cite governance norms and prior shareholder support. Management counters that the Board should retain flexibility to set leadership structure based on circumstances, emphasizing a robust Lead Director role, annual leadership review, and that a combined Chair/CEO with a strong Lead Director currently serves shareholders’ interests; management recommends voting AGAINST. The contest reflects broader governance debate over separation of chair/CEO roles, shareholder activism on governance standards, and State Street’s current practices and recent investor engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.38% | 17,653,670 | $2.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.82% | 16,115,256 | $2.0B |
| 3 | STATE STREET CORP | 4.83% | 13,374,949 | $1.7B |
| 4 | REGENTS OF THE UNIVERSITY OF CALIFORNIA | 3.64% | 10,065,118 | $1.3B |
| 5 | BlackRock, Inc. | 3.42% | 9,463,131 | $1.2B |
| 6 | FMR LLC | 2.55% | 7,068,361 | $895M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 6,845,034 | $863M |
| 8 | HARRIS ASSOCIATES L P | 2.11% | 5,845,269 | $740M |
| 9 | BlackRock, Inc. | 2.05% | 5,686,391 | $720M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.53% | 4,236,091 | $536M |
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