STATE STREET CORP (STT)
Sector: Financials
2026 Annual Meeting Analysis
STATE STREET CORP · Meeting: May 20, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2019, holds 2 outside public board seats (within limits), strong financial services and risk management background, and STT's 3-year return of 99.1% trails the ^BKX benchmark by only 3.5pp — well below the 65pp threshold required to trigger a vote against.
Director since 2022, holds 1 outside public board seat, CPA with extensive audit and financial services experience, and the TSR underperformance trigger does not apply given the gap versus ^BKX is only 3.5pp.
Director since 2006, holds no current public board seats, brings deep international financial services expertise, and the 3-year TSR gap versus ^BKX of 3.5pp is far below the 65pp threshold needed to trigger a vote against.
Director since 2014, holds no current public board seats, CPA and former Deloitte senior partner providing strong audit committee leadership, and STT's TSR gap versus ^BKX is only 3.5pp — well within the 65pp tolerance.
Director since March 2026 — less than 24 months of tenure — making her exempt from the TSR underperformance trigger; holds 2 outside public board seats (within limits) and brings relevant cybersecurity and technology expertise.
Director since 2024 — less than 24 months of tenure — making her exempt from the TSR underperformance trigger; brings relevant risk management expertise from senior roles at Santander UK and GE Capital, with no overboarding concerns.
Director since 2018 and current independent Lead Director, holds no current public board seats, strong finance and governance background, and the TSR gap versus ^BKX of 3.5pp is far below the 65pp threshold.
Director since 2018, holds 1 outside public board seat (Iron Mountain, where he is CEO — within the 2 outside-board-seat limit for sitting CEOs), brings operational and technology transformation expertise, and the TSR gap versus ^BKX does not trigger a vote against.
Executive director and CEO since 2019, holds 1 outside public board seat (Unum Group — within limits for a sitting CEO), and STT's 3-year TSR of 99.1% trails ^BKX by only 3.5pp, which is far below the 65pp threshold required to trigger a vote against even for the executive director.
Director since 2017, holds no outside public board seats, brings deep operational and technology experience in financial services, and the TSR underperformance trigger does not apply.
Director since 2021, holds no public board seats at other listed companies, brings international business and human capital expertise, and the TSR gap versus ^BKX is well within the 65pp tolerance.
Director since September 2025 — less than 24 months of tenure — making him exempt from the TSR underperformance trigger; holds 2 outside public board seats (within limits) and brings deep international banking and risk management expertise.
Director since 2021, holds 1 outside public board seat (Invitation Homes — within limits), brings relevant capital markets and corporate finance expertise, and the TSR underperformance trigger does not apply given the narrow 3.5pp gap versus ^BKX.
All 13 director nominees pass policy screens. State Street's 3-year total shareholder return of 99.1% trails the ^BKX benchmark by only 3.5pp, far below the 65pp underperformance threshold applicable to a company with a strong positive absolute return above 20%. No director is overboarded, attendance was satisfactory for all directors, no problematic independence issues were identified, and the board includes a skills matrix with clear financial expertise across audit committee members.
Say on Pay
✓ FORCEO
Ronald P. O'Hanley
Total Comp
$19,529,070
Prior Support
93%%
CEO Ronald O'Hanley received total compensation of approximately $19.5 million as reported in SEC filings, within a reasonable range for a large-cap financial services CEO at a $38 billion company with strong operating results. The pay program is heavily weighted toward long-term, performance-based equity (75% of incentive compensation delivered as deferred equity for the CEO, with 50% tied to specific multi-year performance metrics), which aligns with our policy requirement that at least 50-60% of senior executive pay be variable and performance-linked. State Street's 1-year TSR of 83.4% substantially outpaced the ^BKX benchmark's 56.1% return, and the 3-year TSR of 99.1% also outperformed or closely tracked the benchmark, supporting the conclusion that above-target incentive pay was earned. The prior Say on Pay vote received 93% support, the company has a meaningful clawback policy, and no material governance concerns were identified.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$16,400,000
Non-Audit Fees
$28,300,000
EY's non-audit and audit-related fees for 2025 totaled approximately $28.3 million (audit-related fees of $24.6 million plus tax fees of $3.7 million) against audit fees of $16.4 million, producing a non-audit ratio of roughly 173% — far above the 50% threshold in our policy. This elevated non-audit relationship raises independence concerns, as the auditor is receiving significantly more money for consulting and advisory work than for the core audit itself. Auditor tenure is not disclosed in the proxy, so the tenure trigger is not applied, but the fee ratio alone is sufficient to warrant a vote against ratification.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting the Adoption of a Policy and Amendment to the By-Laws Requiring the Chair of the Board Be an Independent Member of the Board in the Next CEO Transition
The proposal is filed by Friends Fiduciary Corporation and Sisters of Charity of Leavenworth — credible faith-based institutional investors acting in a mainstream fiduciary capacity, not as ideological advocates, and the proposal itself is a standard governance ask to separate the CEO and board chair roles. Separating these roles is a broadly accepted governance best practice that removes a potential conflict of interest where the CEO oversees their own supervisor; the proposal is sensibly structured to phase in at the next CEO transition rather than demanding an immediate change. While the 26% prior-year support is below the 30-40% tier that would generate a stronger presumption in favor, the structural governance merit of the ask and the credibility of the filers support a FOR vote, particularly given that State Street's current lead director structure — while constructive — does not fully substitute for an independent board chair.
Overall Assessment
State Street's 2026 annual meeting presents a largely clean ballot: all 13 director nominees pass TSR, overboarding, and independence screens given the company's strong stock performance relative to the ^BKX benchmark, and the Say on Pay program is well-structured with performance-linked pay and strong shareholder support. The primary exception is the auditor ratification, where EY's non-audit fees of $28.3 million are 173% of audit fees of $16.4 million — far above the 50% policy threshold — warranting a vote against ratification; on the independent chair proposal, the credible institutional filers and sound governance rationale support a FOR vote despite only 26% prior-year support.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing