Amelia Fawcett

About Amelia C. Fawcett

Amelia C. Fawcett, age 68, has served on State Street’s Board since 2006 and was the independent Lead Director from 2019 until the planned transition following the 2025 annual meeting. She holds a B.A. from Wellesley College and a J.D. from the University of Virginia, and brings deep global financial services, risk oversight, and regulatory experience to the Board. She is a U.S. and U.K. citizen.

Past Roles

Organization	Role	Tenure	Committees/Impact
Morgan Stanley	Vice Chairman; COO of EMEA Operations; other senior roles	1987–2006	Senior leadership in global finance and operations; regulatory and corporate affairs exposure
Kinnevik AB (Nasdaq Stockholm)	Director and Chairman	2018–2021	Led governance and strategic oversight at long-term investment company
Standard Board for Alternative Investments (U.K.)	Chairman	2011–2021	Set standards and oversight in alternative investments

External Roles

Organization	Role	Tenure	Notes
Bermuda Monetary Authority	Financial Policy Council Member	2016–present	Regulatory advisory exposure
Royal Botanic Garden, Kew	Chair	Not disclosed	Governance leadership in major cultural institution
International Advisory Panel on Biodiversity Credits	Co-Chair	Not disclosed	ESG and biodiversity market development
Circular Bioeconomy Alliance	Chair	Not disclosed	Sustainability strategy leadership
HM Treasury (U.K.)	Former Non-Executive Director	Not disclosed	Public sector finance oversight
Bank of England	Former Member, Court of Directors	Not disclosed	Central bank governance experience
Wellcome Trust	Former Governor	Not disclosed	Biomedical philanthropy governance
The Prince of Wales’s Charitable Foundation	Former Chairman	Not disclosed	Philanthropic leadership
Project HOPE UK	Trustee	Not disclosed	Non-profit governance

Board Governance

Independence: Independent director; Board determined all non-management nominees (including Fawcett) meet NYSE independence standards and Corporate Governance Guidelines.
Lead Independent Director: Served as Lead Director since 2019; Board appointed Sara Mathew as Lead Director to begin after the 2025 annual meeting (subject to re-election).
Committee assignments: Executive Committee; Human Resources Committee; Nominating and Corporate Governance Committee.
Attendance/Engagement: Board met seven times in 2024; each director attended at least 75% of meetings. Fawcett states she attended every Board meeting and substantially all committee meetings, maintaining a visible independent leadership presence.
Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, presided over by the Lead Director.
Governance duties: As Lead Director, responsibilities include agenda setting with the Chair, presiding over executive sessions, liaising with management, CEO performance review, stakeholder and regulator engagement, and participation across all committee meetings to strengthen oversight.

Fixed Compensation

Director compensation framework (Board year 2024–2025): | Component | Value (USD) | Vehicle | |---|---:|---| | Annual Retainer | $100,000 | Cash or common stock | | Annual Equity Award | $195,000 | Common stock | | Additional Lead Director Retainer | $130,000 | Cash or common stock | | E&A and Risk Committee Chair Retainers | $40,000 | Cash or common stock | | HRC and Tech & Ops Committee Chair Retainers | $35,000 | Cash or common stock | | Nominating & Corporate Governance Chair Retainer | $25,000 | Cash or common stock | | E&A and Risk Committee Member Retainers | $20,000 | Cash or common stock |
Meeting fees: $1,500 per meeting after the tenth Board meeting; expense reimbursement for Board service.
Deferrals: Directors may elect to defer 0% or 100% of retainers, annual equity awards, and/or meeting fees; deferred cash credited to notional funds; deferred stock adjusted for dividend reinvestment; payouts on separation (lump sum or 2–5 year installments).
Amelia C. Fawcett – 2024 actual director compensation: | Item | Amount (USD) | |---|---:| | Fees Earned/Paid in Cash | $230,000 | | Stock Awards (value) | $195,011 | | All Other Compensation | — (not reported; under $10,000) | | Total | $425,011 | | Equity Grant Detail | 2,514 shares at $77.57 on May 15, 2024 | |

Performance Compensation

Structure: Non-management director equity grants are common stock that vest immediately; no disclosed performance metrics, options, or PSUs for director compensation.
Performance metric table (directors): | Performance Vehicle | Metric(s) | Payout Range | Vesting | |---|---|---|---| | Director Equity Grants | None (time-only); common stock | N/A | Immediate |

Note: Performance-based RSUs and long-term metrics (Pre-Tax Margin, Fee Revenue Growth; TSR modifier; ROE downside test) apply to Named Executive Officers, not directors.

Other Directorships & Interlocks

Company	Status	Role	Notes
Kinnevik AB	Former	Director and Chairman	2011–2021; no current public boards listed for Fawcett

Current public company boards: None disclosed for Fawcett; several other State Street directors hold external public boards, but no disclosed interlocks indicating conflicts for Fawcett.

Expertise & Qualifications

Global financial services leadership; risk and regulatory oversight; strategic and corporate affairs experience.
Education: Wellesley College (B.A.); University of Virginia (J.D.).
Recognitions: Commander of the Order of the British Empire; Dame Commander of the Order of the British Empire; Commander of the Royal Victorian Order.

Equity Ownership

Item	Detail
Beneficial Ownership (as of Mar 3, 2025)	59,297 shares; each listed director individually owned less than 1% of outstanding shares (288,590,984 shares outstanding).
Unvested Director Stock	None (director stock awards vest immediately; no unvested awards at 12/31/2024).
Stock Ownership Guidelines (Directors)	8x annual retainer ($800,000); hold all net shares until guideline met.
Compliance Status	As of Mar 3, 2025, all non-management directors other than the newly added Halliday exceeded full guideline levels; Halliday exceeded pro-rated level.
Hedging/Pledging Policy	Prohibited: short selling, hedging, options trading, pledging, speculative transactions in State Street securities.

Governance Assessment

Board effectiveness: Fawcett’s Lead Director tenure strengthened coordination across six standing committees, with full Board meeting attendance and near-full committee participation—signals strong oversight and engagement.
Independence and conflicts: Board confirmed independence of all non-management nominees; no material relationships disclosed for Fawcett; related-person transactions policy reports none requiring disclosure beyond one management-relative employment case.
Director pay alignment: Mix emphasizes time-based common stock and cash retainers; no performance-linked director equity—typical for large financials; deferral options reinforce long-term alignment.
Ownership alignment: Fawcett exceeds director ownership guideline; trading policy bans hedging/pledging—positive alignment.
Shareholder sentiment: 2024 Say-on-Pay approval ~93%; Board conducts regular shareholder outreach, with committee leadership participation—positive governance signal.
RED FLAGS: None disclosed specific to Fawcett—no pledging, no related-party exposure, strong attendance; director equity immediately vests but without performance hurdles (common practice). Continue monitoring interlocks given extensive external roles, though no specific conflicts disclosed.