SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

STATE STREET CORPORATION

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Joseph L. Hooley

Chairman

April 5, 2019

Dear Shareholder:

We cordially invite you to attend the 2019 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36^th Floor, Boston, Massachusetts, on May 15, 2019, at 9:00 a.m. Eastern Time. 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 admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement 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. Your vote is very important to us.

2018 marked the implementation of our CEO succession plan, and while I will be presiding at the 2019 annual meeting as Chairman of the Board, Ron O’Hanley will be joining me as our new Chief Executive Officer. It has been a privilege serving State Street and helping the Company evolve and grow over the past three decades, and it has been an honor leading this great organization for close to nine years. I am confident that with Ron’s leadership, State Street will continue its proud history of building a better future for the people and institutions we serve.

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

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900

NOTICE OF STATE STREET CORPORATION 2019 ANNUAL MEETING OF SHAREHOLDERS

April 5, 2019

STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

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TABLE OF CONTENTS

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CORPORATE GOVERNANCE AT STATE STREET

State Street is a financial holding company whose principal subsidiary is State Street Bank and Trust Company, or State Street Bank or the Bank. State Street and the Bank are each organized under the laws of the Commonwealth of Massachusetts. In accordance with Massachusetts law and State Street’s by-laws, our Board of Directors has responsibility for overseeing the conduct of our business. 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.

Governance Guidelines and Independence

State Street’s Board of Directors, 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 these 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” section 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. Except as may be specifically incorporated by reference in this proxy statement, information on our website is not part of this proxy statement.

Pursuant to the Guidelines, the Board undertook its annual review of director independence in early 2019. 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 non-management directors, with the exception of Mr. Hooley, 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. The Board had previously determined in 2018 that Linda A.

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Hill, who served on the Board during 2018, was independent and in February 2019 the Board also confirmed Ms. Hill’s independence until the date of her retirement in October 2018. In making the independence determinations in 2019, 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:

In 2018, 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 0.8% 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” section 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” section of our website at www.statestreet.com.

Board Composition and Director Selection Process

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity, specific business background and global or international experience, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole.

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In carrying out its responsibility to find 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 above criteria used by the Board for director candidates.

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.

Director Identification and Selection Process

The Board regularly reviews its composition and size to evaluate its overall effectiveness. The Nominating and Corporate Governance Committee, in conjunction with the Board, is responsible for reviewing the requisite skills and characteristics of director nominees and candidates for directors. Illustrated below is an overview of the process to identify the desired skills and experience of candidates as well as evaluate potential candidates for the Board.

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Annual Director, Board and Committee Evaluations

The Nominating and Corporate Governance Committee annually assesses each director’s contributions to the overall effectiveness of the Board. Based on its evaluation, the Board believes, each of the nominees has substantial achievement in his or her personal and professional pursuits and has talents, experience 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 serve as a director of State Street.

In addition, the Board of Directors and each committee conducts an annual self-evaluation of its performance and effectiveness. Directors complete a questionnaire evaluating the Board and each committee they serve on, specifically focusing on 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 the 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, Executive Compensation Committee, Risk Committee, Nominating and Corporate Governance Committee and Technology and Operations Committee has a functioning self-evaluation process and reports its findings to the Board.

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Diversity

State Street recognizes the importance of diversity with regard to the composition of the Board and strives 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 prospective candidates including, but not limited to, gender, race, personal and professional backgrounds, tenure of Board service, national origin and age. The Nominating and Corporate Governance Committee and the Board believe the current Board composition reflects these desired attributes, which collectively best serve State Street and our key stakeholders. As noted above, the Nominating and Corporate Governance Committee considers diversity in its director candidate recommendations. However, the Committee does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination.

State Street’s Governance Standards Relative to the Investor Stewardship Group’s (ISG) Corporate Governance Framework¹

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Board Leadership Structure

Leadership Transition

Consistent with the management succession plan approved by State Street’s Board of Directors and announced on November 7, 2017, Joseph L. Hooley retired as State Street’s Chief Executive Officer effective December 31, 2018. Mr. Hooley continues to serve as non-executive Chairman of State Street’s Board of Directors, and if re-elected as a director at the 2019 annual meeting of shareholders, will continue to serve in that role until his expected retirement as a director on December 31, 2019.

On January 1, 2019, Ronald P. O’Hanley began his service as President and Chief Executive Officer. Mr. O’Hanley has served as President since November 2017, following his service as Chief Executive Officer of State Street Global Advisors. State Street’s Board of Directors elected Mr. O’Hanley to serve as a director effective January 1, 2019.

Board Governance

As non-executive Chairman, Mr. Hooley presides at all meetings of the Board of Directors during which he is present and works with the Chief Executive Officer and independent Lead Director to establish the agendas for these meetings. Mr. Hooley also serves as a resource to senior management and the Board on a variety of matters, including strategy, operations and stakeholder relations.

State Street’s leadership structure also includes an independent Lead Director of the Board. This position is currently held by Kennett F. Burnes. Mr. Burnes was elected Lead Director in May 2018 for a term that expires in May 2019.

Board Leadership Review Process

The Nominating and Corporate Governance Committee coordinates the annual independent Lead Director nomination and election process. In 2018, the Committee and Board engaged a third-party advisor to conduct a review of State Street’s current leadership structure relative to industry trends globally and to facilitate discussion among members of the Board on the current and desired leadership structure for State Street. After review and discussion among the independent directors, the Board of Directors believes that Mr. Hooley’s role as non-executive Chairman and Mr. O’Hanley’s role as President and Chief Executive Officer, 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. In connection with the expected retirement of Mr. Hooley as Chairman in December 2019, the Board will re-evaluate its leadership structure.

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In addition, the Board of Directors will continue to review the Board leadership structure at least annually to assess and determine the appropriate structure for the Company. The Board values the flexibility to permit frequent review and determination of the appropriate leadership structure based on the opportunities and circumstances impacting the Company at any given time. Among the factors considered by the Board in determining that the current leadership structure is the most appropriate are:

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

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

The Lead Director may forward to the Examining and Audit Committee, or to another appropriate 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.

Meetings of the Board of Directors and Annual Shareholders Meeting

During 2018, the Board of Directors held 8 meetings, and each of the incumbent directors attended at least 75 percent of the total of all meetings of the Board and committees on which such director served. Although State Street does not have a formal policy regarding attendance of directors at the annual meeting, all directors are encouraged to attend. Each of the 12 directors on the Board at the time of our 2018 annual meeting attended the meeting.

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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” section 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:   •    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 controls covering the integrity of our consolidated financial statements and reports; compliance with laws, regulations, 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 and of the Chief Compliance Officer   •    Oversees the Company’s efforts to promote and advance a culture of compliance and ethical business practices

Independence: All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC and are considered financial experts (as defined by SEC rules).

Executive Committee

		Primary Responsibilities:   •    Authorized to exercise all the powers of the Board of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or the Committee’s charter   •    Reviews, approves and acts on matters on behalf of the Board of Directors 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

Independence: All members, other than Mr. Hooley, meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

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Executive Compensation Committee

		Primary Responsibilities:   •   Oversees 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 other 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, 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   •   Appoints and oversees compensation consultants and other advisors retained by the Committee

Independence: All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

Nominating and Corporate Governance Committee

		Primary Responsibilities:   •   Assists the Board with respect to issues and policies affecting our governance practices, including management succession planning, 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

Independence: All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

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Risk Committee

		Primary Responsibilities:   •   Oversees the operation of our global risk management framework, including the risk management policies for our operations   •   Reviews the management of all risk applicable to our operations, including credit, market, interest rate, liquidity, operational and business risks, as well as compliance and reputational risk   •   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

Independence: All members, other than Mr. Hooley, meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

Technology and Operations Committee

		Primary Responsibilities:   •   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 and data management

Independence: All members meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC.

Non-Employee Director Compensation

General

The Nominating and Corporate Governance Committee annually reviews, and recommends to the Board, the form and amount of non-employee director compensation. In conducting its review, the Committee uses the same peer group the Executive Compensation Committee uses for executive compensation generally and, like the Compensation Committee, used the services of Meridian Compensation Partners for 2018. 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-employee 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-employee directors. In 2018, the Committee made its recommendation to the Board, which, following the May 2018 annual meeting of shareholders, approved director compensation for all non-employee directors effective through the 2019 annual meeting of shareholders.

Mr. Hooley is the only director who was also one of our employees during 2018, and the determination of his compensation for his service as our Chief Executive Officer is described under the heading “Executive Compensation—Compensation Discussion

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and Analysis.” Mr. Hooley received no additional compensation for his service as a director during 2018. Mr. Hooley retired as Chief Executive Officer on December 31, 2018, and continues to serve as Chairman of the Board. Mr. Hooley’s compensation as non-executive Chairman of the Board for 2019 was approved by the Board on the recommendation of the Nominating and Corporate Governance Committee at its December 2018 meeting. In setting Mr. Hooley’s compensation, the independent directors of the Board, considered the planned role and responsibilities of the non-executive Chairman of the Board, including his continued involvement in strategic priorities and initiatives and participation in client and regulatory communications. The Committee also engaged Meridian Compensation Partners to provide compensation information on recent chief executive officer transitions into a non-executive Chairman role.

Compensation

Based on the Committee’s review of market practice, State Street changed its non-employee director compensation design for the 2018–2019 Board year by eliminating Committee meeting fees and Board meetings fees for the first 10 Board meetings attended. Annual retainers were also changed as follows:

Board and Committee meeting fees were paid to non-employee directors for meetings that were held between January 1, 2018 and May 15, 2018. During this period, the Lead Director did not receive any committee meeting fees, but received Board meeting fees.

For the 2018–2019 Board year (the period between the 2018 and 2019 annual meetings of shareholders), the non-employee directors, other than the Chairman of the Board, will receive the following compensation:

Non-employee directors also receive reimbursement of expenses incurred as a result of Board service.

For his service as a director and Chairman during 2019, Mr. Hooley received a $250,000 cash retainer on January 2, 2019. If he is re-elected as a director at the 2019 annual meeting of shareholders, Mr. Hooley will receive an equity award with a value of $250,000 made in shares of State Street common stock on that date. Mr. Hooley continues to be eligible for the health screening, company car and driver (including parking), and personal and home security that were available to him previously. He is also eligible for the life insurance and matching charitable contributions available to other State Street directors.

Pursuant to State Street’s Deferred Compensation Plan for Directors, non-employee 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-employee directors also may elect to receive

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their retainers in cash or shares of State Street common stock. Non-employee 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. Deferred amounts will be paid (a) as elected by the non-employee director, on either the date of their termination of service on the Board or on the earlier of such termination and a future date specified, and (b) in the form elected by the non-employee director as either a lump sum or in installments over a two- to five-year period.

Director Stock Ownership Guidelines

Under our stock ownership guidelines, all non-employee 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-employee 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 below under the heading “Security Ownership of Certain Beneficial Owners and Management.” Non-employee directors are credited with all shares they beneficially own for purposes of the beneficial ownership table which includes all shares awarded as director compensation, including share awards that have been deferred. Non-employee 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 5, 2019, Mses. Dugle and Mathew and Messrs. Freda, Meaney and O’Sullivan exceeded the pro-rated expected level of ownership but are below the full target ownership level, and therefore subject to the holding requirement. Each of the other non-employee directors exceeded the full target level of ownership under the guidelines.

2018 Director Compensation

The following table shows the compensation our non-employee directors earned for their services in 2018:

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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 Chief Legal Officer. 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.

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:

Based on information provided by the directors and executive officers, and obtained by the legal department, no 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.

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ITEM 1 – ELECTION OF DIRECTORS

Each director elected at the 2019 annual meeting will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’s by-laws or disclosed. Of the 12 director nominees, 10 are independent, non-management directors, as determined by the Board under the applicable definition in the NYSE listing standards and the State Street Corporate Governance Guidelines. One of the non-independent directors, Mr. Hooley, serves as the Chairman of State Street and, if re-elected at the annual meeting, is expected to retire as a director on December 31, 2019. The other non-independent director, Mr. O’Hanley, serves as the President and CEO of State Street.

Pursuant to State Street’s by-laws, on February 21, 2019, the Board fixed the number of directors at 12. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 12 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 and Director Selection Process” for a further discussion of the Board’s process and reasons for nominating these candidates.

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Career Highlights

Qualifications and Attributes

Mr. Burnes’ significant experience in leading a global organization, with facilities and operations in approximately 20 countries, brings to State Street’s Board a focus on developing new products and new businesses in diverse, international environments. Prior to joining Cabot Corporation in 1987, he was a partner at the Boston-based law firm of Choate, Hall & Stewart where he practiced corporate and business law for nearly 20 years. Mr. Burnes obtained experience in evaluating complex legal issues that arise in the types of material transactions boards of directors are called on to consider, including mergers and acquisitions and financing transactions. Mr. Burnes serves as a trustee for the Dana Farber Cancer Institute, a director for More Than Words and chairman of the board of trustees at the New England Conservatory and the Schepens Eye Research Institute. Mr. Burnes holds both an LL.B. and B.A. degree from Harvard University.

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Career Highlights

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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Career Highlights

Qualifications and Attributes

As the former Chief Executive Officer and Chairman of Engility Holdings, a leading provider of integrated solutions and services for the U.S. government, Department of Defense, federal civilian agencies and international customers, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Her understanding of information and technology matters provides the Board with perspective as State Street continues to transform and digitize products and services. Prior to her role at Engility, Ms. Dugle was the president of Intelligence, Information and Services at Raytheon where she was responsible for the company’s advanced cyber solutions, cyber security services and information-based solutions. She also served as vice president of engineering, technology and quality for the former Network Centric Systems business at Raytheon and was responsible for the strategic direction, leadership and operations of the engineering, technology and quality functions. Prior to Raytheon, Ms. Dugle held executive positions at ADC Telecommunications with responsibility for leading teams across Europe, Middle East and Africa and the Asia-Pacific region. She holds B.S. and B.B.A. degrees from Purdue University and an M.B.A. with a concentration in international business from the University of Texas at Dallas.

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Career Highlights

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. 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 formerly has served, or currently serves, in the capacity as chairman of the American Friends of the National Portrait Gallery, deputy chairman of the National Portrait Gallery, chairman of The Prince of Wales’s Charitable Foundation, deputy chairman and governor of the London Business School, a commissioner of the U.S.-U.K. Fulbright Commission and a trustee of Project Hope (current). Dame Amelia received a B.A. degree from Wellesley College and a J.D. degree from the University of Virginia.

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Career Highlights

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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Career Highlights

Qualifications and Attributes

Mr. Hooley retired from his role as the Chief Executive Officer of State Street, effective December 31, 2018, and currently serves as the non-executive Chairman of the Board of State Street. He served as Chief Executive Officer from March 2010 to December 2018 and President and Chief Operating Officer from April 2008 to December 2014. From 2002 to April 2008, Mr. Hooley served as Executive Vice President and head of the Investor Services Division of State Street and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading of State Street. Mr. Hooley was elected to serve on the Board of Directors in October 2009, and he was appointed Chairman of the Board in January 2011. His leadership experience and core understanding of State Street’s full range of services brings to the Board a detailed, innovative and thorough perspective on State Street’s key operations, strategic initiatives and client relationships globally. He is a director on the board of Boys & Girls Clubs of Boston and the President’s Council of the Massachusetts General Hospital. He received a B.S. degree from Boston College.

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Career Highlights

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. degree in finance and marketing from Xavier University.

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Career Highlights

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 both the FM Global advisory board and 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.

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Career Highlights

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. 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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Career Highlights

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.

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Career Highlights

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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Career Highlights

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.

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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, including our philosophy, design, process and risk alignment. We also describe compensation decisions for 2018 for the following named executive officers, or NEOs, who served in the following positions during 2018:

Mr. Hooley retired as our Chief Executive Officer on December 31, 2018, and was succeeded by Mr. O’Hanley on January 1, 2019. Mr. Conway is leaving State Street on or before June 1, 2019.

In this CD&A, references to the Compensation Committee, or to the Committee, are references to the Executive Compensation Committee of the Board of Directors.

CD&A Table of Contents

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Shareholder Outreach and “Say-on-Pay”

In reviewing compensation design and governance practices, the Compensation Committee considers market practice and regulatory guidance, as well as other factors, including shareholder feedback. The Committee receives feedback from our shareholders through two primary channels:

Based on the results of our “say-on-pay” vote and shareholder outreach, the Committee believes that our shareholders support our overall executive compensation program. For the 2018 compensation year, we therefore continued many of the elements of our existing compensation program, such as maintaining a high level of equity and deferral for incentive compensation awards to our NEOs, as well as emphasizing pay for performance and alignment with shareholder interests. One area of specific discussion we had with several of our shareholders over the past few years involved the design of our performance-based RSUs. These discussions, together with long-term strategic and other considerations, informed the changes to the design of these awards, as described above.

Compensation Philosophy

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

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Compensation Design Elements

Elements of Compensation. Key elements of our total compensation program for our NEOs for 2018 are described below.

Restrictive Covenants. Each of our deferred incentive compensation awards includes restrictive covenants concerning non-competition, non-solicitation, confidentiality and non-disparagement.

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Compensation Committee Process Concerning Risk Alignment

For 2018, we continued our focus on aligning incentive compensation with appropriate risk management principles. We provide incentives that are designed not to encourage unnecessary or excessive risk-taking and have established related process controls and oversight. These features include:

For a further discussion of the risk alignment of our compensation practices, see below under the heading “Alignment of Incentive Compensation and Risk.”

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2018 Compensation Decisions

Total Compensation Approach

The Compensation Committee evaluates individual compensation for our NEOs and other executive officers by looking at total direct compensation, consisting of base salary and incentive compensation. The Committee evaluates base salary and incentive compensation levels at least annually, and makes adjustments when appropriate.

Base Salary. Base salary is a relatively small portion of total compensation for the NEOs.

None of the NEOs received a base salary increase in 2018 or early 2019. The Committee expects to re-evaluate Mr. O’Hanley’s base salary rate later in 2019, and will consider, among other factors, his salary in comparison to other Chief Executive Officers in our 15-company peer group.

In addition to base salary, Mr. Conway received a fixed allowance in early 2018 totaling U.S. $511,218 based on his role as Chief Executive Officer of Europe, the Middle East and Africa (EMEA), which he held prior to being appointed to his current role as Head of Global Delivery. Applicable regulatory requirements in the U.K. limit the amount of variable compensation that may be granted to specified employees. Mr. Conway ceased being subject to these requirements in April 2018 and no longer received a fixed allowance thereafter.

Incentive Compensation. Incentive compensation is a variable amount, comprising

A high percentage of each NEO’s total incentive compensation is delivered as an equity-based deferred long-term incentive, and a portion of each NEO’s annual cash-based incentive is also deferred. By paying a significant portion of our NEOs’ compensation in equity and by requiring vesting of that component over multiple years, the Committee emphasizes long-term performance and creates an incentive structure where both the rewards and risks of share ownership are shared by our executives and shareholders.

Setting Individual Compensation Targets. The Compensation Committee establishes annual and long-term incentive compensation targets for NEOs, as well as other executive officers at the beginning of each year. The targets are based upon an assessment of each executive’s role and responsibilities, performance trend, competitive and market factors and internal equity.

In early 2018, the Committee established compensation targets for each NEO’s annual and long-term incentive with resulting target total compensation as follows:

Determining Individual Compensation Awards. The Compensation Committee determines the final annual and long-term incentive awards to be made for each performance year based on a subjective evaluation of many factors, including corporate performance, individual performance and market, regulatory and shareholder considerations.

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Compensation Assessment Framework

Following the end of the performance year, the Compensation Committee determines the appropriate level of total compensation for each NEO. This determination is based on a subjective evaluation of many factors, including corporate performance, individual performance and market, regulatory and shareholder considerations. In evaluating these factors and making compensation decisions for 2018 for the NEOs, the Committee used the following framework:

Performance assessed under this framework drives incentive compensation determinations relative to each NEO’s targets. In evaluating performance, the Committee may consider additional factors or give greater or less weight to any factor. Additional detail on the roles of Messrs. Hooley and O’Hanley in making incentive compensation determinations for 2018 is provided under “Other Elements of Our Process—Roles of the Committee and the CEO.”

Corporate Performance

Framework Evaluation. As referenced above, the corporate performance framework uses a structured evaluation of three discrete, multi-factor scorecards, which contain both quantitative and qualitative metrics, and cover:

The Compensation Committee considered the financial, strategic objectives and risk management performance scorecards in July and December 2018, as well as the final 2018 scorecards in early 2019. The full Board of Directors also received an additional interim financial performance scorecard update in September 2018. The Committee’s overall evaluation of corporate performance, balancing positive and negative performance outcomes in each of these scorecards, is a primary driver of incentive compensation decisions for our NEOs.

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In 2018, we continued to invest in differentiating capabilities to meet our clients’ ever-changing needs. We took an important strategic step with our acquisition of Charles River Development and made key executive hires and transitions, to continue advancing our multi-year strategy. Further, we maintained a sustained focus on risk excellence. While we made progress on our strategic initiatives, we are not satisfied with our 2018 financial performance. Weaker equity markets, particularly in the fourth quarter, and challenging market dynamics for our clients, drove ongoing fee compression and impacted servicing fee revenues. We also underperformed relative to our publicly disclosed guidance on fee revenue growth and fee operating leverage and our one-year TSR trailed both our peer group median and the S&P Financial Index. We announced a record level of new servicing wins, with $1.9 trillion in new business commitments, increased net interest income by 16% over 2017, and grew both revenue and earnings while maintaining a strong capital position. However, in spite of strong strategic performance and appropriate risk management, the Committee determined that State Street’s overall performance was Below Expectations, driven primarily by our 2018 financial performance.

A brief description of each of the three performance scorecards follows:

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Individual Performance and Compensation Decisions

In addition to State Street’s overall performance described above, the Committee also considered each NEO’s individual performance in determining the NEO’s total compensation. Accordingly, the Committee reviewed performance scorecards derived from our corporate performance goals and tailored to each NEO in the following areas: strategic; financial; risk management; and leadership and talent. Performance highlights and total compensation decisions for 2018 are described in each of the summaries below.

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Eric W. Aboaf
2018 Performance Highlights
As Chief Financial Officer and head of our Global Strategy function, Mr. Aboaf responded to emerging challenges in the revenue environment with strong leadership   •  Exceeded 2017 revenue, EPS and ROE, but overall financial performance did not meet expectations   •  Mitigated the challenging revenue environment with increased focus on expense management, including achieving approximately $245 million in net pre-tax savings through our multi-year strategy to digitize our business   •  Implemented process improvements in financial reporting   •  Completed the Federal Reserve’s 2018 CCAR process with a conditional non-objection to our 2018 capital plan, which we subsequently satisfied   •  Effectively progressed talent development, employee engagement and diversity initiatives in the Finance function
Compensation for 2018
•  Mr. Aboaf was awarded total compensation of $4,848,000 for 2018, down from $6,367,000 for 2017. His annual incentives were at 78% of target and his long-term incentives were at 68% of target, such that overall incentive compensation of $4,148,000 was awarded for 2018, representing 72% of target. Note that this excludes the promotion award granted to Mr. Aboaf in February 2018 and described in our 2018 proxy statement. As described elsewhere in this proxy statement, the promotion award was not considered in setting Mr. Aboaf’s annual or long-term incentive targets or determining his incentive compensation awards for 2018.

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Additional Factors and Individual Compensation Decisions

In addition to the corporate and individual performance factors summarized above, the Committee also considered the market competitiveness of compensation in finalizing its 2018 compensation decisions. For 2018, the Committee decided to award markedly lower annual incentives and long-term incentives relative to target for all NEOs. NEO awards reflect their individual performance, as described in more detail under the heading “2018 Compensation Decisions—Individual Performance and Compensation Decisions,” as well as the Committee’s decision to apply a broad-based downward adjustment to all senior management incentive awards relative to target for 2018, based on our financial performance, as described in more detail under the heading “2018 Compensation Decisions—Corporate Performance.”

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The Compensation Committee’s total compensation decisions for 2018 for the NEOs relative to their targets are presented in the table below.

The Compensation Committee’s total compensation decisions for 2018 for the NEOs are presented in the table below. The table below is intended to help shareholders understand the process and philosophy the Committee used in determining NEO compensation for 2018 performance. Note (1) to the table below describes the relationship between the amounts reported in the table below and those amounts reported in the Summary Compensation Table (as required by SEC rules) and related tables. While the table below summarizes how the Committee views annual compensation, it is not a substitute for the tables and disclosures required by SEC rules.