8-KLeadership ChangesExhibits & Filings

STATE STREET CORP 8-K Report, Executive Changes (Dec 14, 2018)

Filed December 14, 2018For Securities:STTSTT-PG

Summary

State Street Corporation (STT) announced significant leadership changes via an 8-K filing on December 14, 2018, detailing the succession plan for its Chief Executive Officer (CEO) role. Effective January 1, 2019, Ronald P. O'Hanley will assume the position of CEO, succeeding Joseph L. Hooley, who will transition to Chairman of the Board and continue as a director. Mr. Hooley's role as CEO will cease at the close of business on December 31, 2018. This transition aligns with previously disclosed succession plans and aims to ensure a smooth handover of leadership at the top. Additionally, the filing addresses the amended and restated employment agreements, or change of control agreements, for several key executives, including Messrs. Hooley and O'Hanley, as well as Eric W. Aboaf (CFO), Andrew Erickson, and Cyrus Taraporevala. These amendments primarily adjust the calculation for cash severance and pro-rata bonus payments in the event of a change of control following specified employment terminations, basing these on the prior year's actual cash incentive compensation rather than target amounts. These changes are intended to provide clarity and align executive compensation structures with specific triggers and historical performance.

Key Highlights

  • 1Joseph L. Hooley to retire as CEO effective December 31, 2018.
  • 2Ronald P. O'Hanley to succeed Joseph L. Hooley as CEO effective January 1, 2019.
  • 3Ronald P. O'Hanley elected as a director, effective January 1, 2019.
  • 4Joseph L. Hooley will remain as a director and continue as Chairman of the Board, with intentions for re-election and continued chairmanship until December 31, 2019.
  • 5Mr. Hooley's compensation for 2019 as a director and Chairman includes a $250,000 cash retainer and a $250,000 equity award, subject to re-election.
  • 6Amended and restated change of control agreements for key executives, including Hooley and O'Hanley, have been entered into, modifying severance and bonus calculation methods.
  • 7The amendments to change of control agreements reduce cash severance and pro-rata bonus payments by basing them on the prior year's actual cash incentive compensation rather than target amounts.

Frequently Asked Questions

Ronald P. O'Hanley will succeed Joseph L. Hooley as Chief Executive Officer of State Street Corporation, effective January 1, 2019.

Following his retirement as CEO, Joseph L. Hooley will continue to serve as a director and Chairman of the Board. The Board intends to nominate him for re-election as a director at the 2019 annual meeting and for him to continue as Chairman until December 31, 2019.

The amended and restated change of control agreements for key executives, including Messrs. Hooley and O'Hanley, now specify that cash severance and pro-rata bonus payments in the event of certain terminations following a change of control will be calculated based on the prior year's actual cash incentive compensation, rather than the target bonus amount.

For his 2019 service as a director and Chairman, Mr. Hooley will receive a $250,000 cash retainer, payable on January 2, 2019, and a $250,000 equity award made in State Street common stock on the date of the 2019 annual meeting, contingent upon his re-election.