DonnaLee DeMaio
Director at STT
Board
About DonnaLee A. DeMaio
DonnaLee A. DeMaio (age 66) is an independent director of State Street Corporation, serving since 2022. She is a CPA and former Global Chief Operating Officer of AIG, with prior CEO/CFO experience at MetLife Bank and earlier leadership at PwC; she holds a B.A. from Muhlenberg College . She serves on State Street’s Examining & Audit Committee and Technology & Operations Committee, and is designated independent under NYSE and Company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG), General Insurance | Executive Vice President & Global COO; Chief Auditor; other senior roles | 2012–2019 | Audit, controls and risk leadership; modernization and tech transformation |
| MetLife Bank N.A. | President & CEO; VP & CFO | 2002–2012 | Led banking operations, finance and risk management |
| PricewaterhouseCoopers | National Consulting Partner and other roles | 1983–2002 | Audit, controls, operational transformation expertise; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hiscox Ltd. (public company) | Director | 2021–present | Insurance sector; potential State Street client relationship considered immaterial under independence standards |
Board Governance
- Independence: The Board determined all non-management nominees, including Ms. DeMaio, meet categorical independence standards; any commercial relationships linked to directors (including Ms. DeMaio) were deemed immaterial and below the greater of $1 million or 2% of the other entity’s revenue in 2024 .
- Committees: Examining & Audit (all members are independent and “audit committee financial experts”); Technology & Operations .
- Attendance: In 2024, the Board held seven meetings and each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, presided by the Lead Director .
Fixed Compensation
| Component | Amount | Vehicle/Notes |
|---|---|---|
| Annual Retainer | $100,000 | Cash or shares; directors may elect form |
| Examining & Audit Committee Member Retainer | $20,000 | Paid to non-chair members; Tech & Ops has no member retainer |
| Annual Meeting Fee (after 10th meeting) | $1,500 per meeting | Applies after the 10th Board meeting |
| 2024 Total Fees (DeMaio) | $120,000 | Annual retainer + E&A member retainer |
| All Other Compensation (DeMaio) | $20,599 | Insurance/perqs ($599) and charitable matching ($20,000) |
Director fees are reviewed annually by the Nominating & Corporate Governance Committee with Meridian Compensation Partners; no changes to elements in 2024 versus prior year .
Performance Compensation
| Component | Grant | Vesting | Notes |
|---|---|---|---|
| Annual Equity Award (Board year 2024–2025) | $195,000 | Shares vest immediately | Directors may elect to receive retainers in stock; 2024 award calibrated at 2,514 shares at $77.57 close on May 15, 2024 (DeMaio received 2,514 shares valued $195,011) |
| Deferred Compensation | Optional | Director-elected deferrals of cash/stock | Deferrals per plan; stock deferrals reflect hypothetical reinvestment of dividends |
Director equity awards are fixed annual grants and are not contingent on Company performance metrics; there are no stock options or PSUs for non-management directors .
Other Directorships & Interlocks
- Current public company boards: Hiscox Ltd. (Director) .
- Independence review noted commercial/charitable relationships for certain directors (including Ms. DeMaio) were immaterial under categorical standards; none exceeded thresholds in 2024 .
- Related-party transactions: The Company reported no related-person transactions requiring disclosure involving directors other than an executive’s family employment (not related to Ms. DeMaio) and no loans to directors .
Expertise & Qualifications
- Core competencies: Finance & accounting; audit/controls; legal & regulatory; risk management; operational and technology transformation; CPA .
- Education: Muhlenberg College (B.A.) .
Equity Ownership
| Holder | Shares Beneficially Owned | Date/Reference |
|---|---|---|
| DonnaLee DeMaio | 9,020 | As of March 3, 2025 |
| Shares Outstanding | 288,590,984 | As of March 3, 2025 |
- Ownership alignment: Directors must hold stock equal to 8× the $100,000 annual retainer ($800,000); as of March 3, 2025, all non-management directors other than the newly appointed Ms. Halliday exceeded full target levels (includes Ms. DeMaio). Directors are prohibited from short selling, hedging, options trading, pledging, or speculative transactions in State Street securities .
- Approximate ownership as % of outstanding: 9,020 ÷ 288,590,984 ≈ 0.003% (based on cited share counts) .
Recent Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Shares Granted | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|
| 2025-05-14 | 2025-05-16 | Award (Common Stock) | 2,406 | 11,513 | https://www.sec.gov/Archives/edgar/data/93751/000009375125000366/0000093751-25-000366-index.htm |
| 2024-05-15 | 2024-05-17 | Award (Common Stock) | 2,514 | 8,794 | https://www.sec.gov/Archives/edgar/data/93751/000009375124000631/0000093751-24-000631-index.htm |
| 2023-05-17 | 2023-05-19 | Award (Common Stock) | 2,849 | 6,051 | https://www.sec.gov/Archives/edgar/data/93751/000009375123000608/0000093751-23-000608-index.htm |
Data source: Insider-trades skill (Form 4 filings; “securitiesOwned” reflects post-transaction holdings).
Governance Assessment
- Committee assignments position Ms. DeMaio at the nexus of audit integrity and operational/cyber risk, leveraging her CPA and COO/audit background. E&A met 10 times in 2024; Tech & Ops met 8 times, underscoring active oversight cadence .
- Independence and conflicts: Board-level independence affirmed; immaterial commercial relationships reviewed, with none exceeding thresholds in 2024; no related-person transactions reported for directors, and anti-pledging/hedging policies strengthen alignment .
- Attendance and engagement: Board-wide attendance at or above 75% and full annual meeting participation in 2024 support engagement; independent director executive sessions at every meeting enhance oversight quality .
- Compensation alignment: Director pay mix balances cash retainer and immediate-vesting stock; absence of options/PSUs reduces risk of misaligned incentives; 2024 “Say on Pay” support of ~93% signals broader investor confidence in governance/compensation frameworks (context for governance culture) .
- RED FLAGS: None evident specific to Ms. DeMaio. No pledging permitted, no related-person transactions disclosed, and independence affirmed; equity grants are standard board compensation, not repriced or performance-modified .