8-KLeadership Changes

STATE STREET CORP 8-K Report, Executive Changes (Jun 20, 2008)

Filed June 20, 2008For Securities:STTSTT-PG

Summary

This 8-K filing from State Street Corporation, dated June 20, 2008, reports on amendments to performance awards previously granted to executive officers. Specifically, the amendments adjust the vesting and payment terms for performance awards issued as part of 2007 compensation, particularly those granted in February 2008 under the State Street 2006 Equity Incentive Plan. The key change ensures that executive officers who become eligible for retirement and leave the company will still have their performance awards vest and be paid for the full duration of the performance cycle, provided they meet the specified performance conditions and adhere to non-solicitation obligations. This modification is significant as it alters the previously pro-rated payment structure for retiring executives, allowing them to receive full payment for the performance cycle if conditions are met, aligning with the treatment in other company compensation plans. The filing explicitly names the Chairman and CEO, President and COO, CFO, Vice Chairman, and another Executive Vice President whose awards were affected, noting which of them are currently eligible for or will become eligible for retirement during the award's performance cycle.

Key Highlights

  • 1Amendments approved for performance awards granted as part of 2007 compensation, specifically those issued in February 2008.
  • 2Awards affected are under the State Street 2006 Equity Incentive Plan.
  • 3Key change: Retiring executive officers will now have their performance awards continue to vest and be eligible for full payment over the entire performance cycle.
  • 4Previously, payments to retiring executives would have been pro-rated based on their tenure during the performance cycle.
  • 5Full payment is contingent upon achieving the specified corporate financial performance conditions and compliance with non-solicitation obligations.
  • 6The amendments apply to awards for Chairman & CEO, President & COO, CFO, Vice Chairman, and other Executive Vice Presidents.
  • 7The Executive Compensation Committee approved the changes after market data analysis, aiming to align treatment with other company compensation plans.

Frequently Asked Questions

The primary change is that performance awards granted to executive officers as part of their 2007 compensation will now allow retiring employees to have their awards vest and be eligible for full payment for the entire performance cycle, rather than a pro-rated amount based on their tenure within that cycle. This is contingent upon meeting performance conditions and adhering to non-solicitation clauses.

The amendments specifically affect performance awards granted to certain executive officers, including the Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President and Chief Financial Officer, the Vice Chairman, and another Executive Vice President. Some of these individuals are either currently eligible for or will become eligible for retirement during the performance cycle of these awards.

A retiring executive must meet the specified corporate financial performance conditions for the award's cycle and must comply with State Street's customer and employee nonsolicitation obligations. If these conditions are met, the executive is entitled to receive payment for the full duration of the performance cycle.

According to the filing, the amendments were approved by the Executive Compensation Committee after an analysis of market data. The changes are designed to allow retiring individuals the opportunity to earn compensation that was awarded for completed prior periods, ensuring consistency with the treatment of similar matters under the company's other compensation plans.