Joerg Ambrosius
President, Investment Services at STT
Executive
About Joerg Ambrosius
Executive Vice President and President of Investment Services since September 2024, with global oversight of client management, sales, product, marketing and sustainability; previously Chief Commercial Officer and head of State Street’s European business. Tenure recognized from July 1, 2001; Managing Director of State Street Holdings Germany GmbH since November 12, 2008; member of State Street’s Executive Committee and registered executive officer of State Street Corporation . Company performance context for incentives: 2024 fee revenue +6.3% YoY to $10,075mm, total revenue +6.2% to $13,000mm, pre-tax margin 27.6%, EPS $8.67, ROE (GAAP) 11.1%, and TSR exceeded the KBW Bank Index on 3- and 5-year bases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Street Corporation | President of Investment Services (EVP) | Sep 2024–Present | Leads all client-facing activities globally; accountable for strategy, execution, client experience, and revenue/margin growth targets . |
| State Street Corporation | Chief Commercial Officer; head of European business | Pre-2024–Sep 2024 | Advanced financial/strategic outcomes, strengthened global sales and client management capabilities . |
| State Street Holdings Germany GmbH (SSHG) | Managing Director | Nov 2008–Present | Responsible for lawful operation of SSHG within European holding group; oversees continental European IS strategy and regulatory compliance . |
External Roles
No external public company directorships or committee roles disclosed for Mr. Ambrosius in State Street filings .
Fixed Compensation
| Component | 2024 (USD) | 2025 Target (EUR) | Notes |
|---|---|---|---|
| Base Salary | Included in Annual Fixed Pay $2,579,000 | €650,000 | 2024 “Annual Fixed Pay” includes salary + fixed allowance; 2025 base per German service agreement. |
| Fixed Allowance | Included in Annual Fixed Pay $2,579,000 | €2,500,000 (delivered via €625,000 US fixed pay + €1,875,000 EU role-based allowance) | 10/24/2025 variation letter reduced EU role-based allowance to €1,875,000; US employment letter adds €625,000 fixed pay to keep total fixed allowance €2.5mm. |
| Total Fixed Pay | $2,579,000 | €3,150,000 | Sum of base salary and fixed allowance for 2025 target. |
Performance Compensation
Incentive Delivery Mix (2024)
| Vehicle | Amount (USD) | Vesting / Retention | Design Notes |
|---|---|---|---|
| Immediate Cash | $651,052 | Paid immediately | Part of cash-based incentive; Germany requirement: 15% immediate cash . |
| Deferred Cash (DVAs) | $868,070; dividends credited $86,499 | Vests in 5 equal annual installments beginning Feb 2026; notionally invested in MMF | Germany requirement: 20% DVAs . |
| Deferred Stock Awards (DSAs) | $1,085,000 | For Ambrosius: immediately vested, subject to 12‑month post-vest retention | Germany equity retention requirement . |
| Performance-Based RSUs | $1,736,000 | Earned over 3-year performance period; vests in one installment post-certification | Design below. |
| Total Incentive (Actual vs Target) | Actual $4,340,000; Target $3,472,000 | — | Corporate factor 115% and +10% individual modifier drove 125% of target . |
Performance-Based RSU Design (2025–2027 cycle)
| Metric / Modifier | Target | Range / Modifier | Weighting | Vesting |
|---|---|---|---|---|
| Fee Revenue Growth (CAGR) | 3.0% for 100% payout | Threshold 1.0%, Target 3.0%, Max defined in matrix; bilinear interpolation; payout 0–150% | Not explicitly specified in filings | One installment after 3-year performance period . |
| Average Pre-Tax Margin | 27.5% for 100% payout | Threshold/Target/Max per matrix; bilinear interpolation | Not explicitly specified in filings | Same as above . |
| Relative TSR vs KBW Bank Index | +25%/0/–10%/–25% based on percentile rank | Modifier added/subtracted to earned %; capped at 150% | Modifier | Applied to earned % . |
| ROE (non‑GAAP) | Downward-only modifier 0 to –100% | Linear interpolation | Modifier | Applied to earned % . |
Prior-cycle outcome: performance-based RSUs granted for 2021 performance earned at 61.5% of target (design: equal weighting across ROE, pre-tax margin, fee revenue growth, plus modifiers) .
Equity Ownership & Alignment
- Beneficial ownership: 14,509 shares; each NEO individually owns <1% of outstanding common stock (288,590,984 shares as of Mar 3, 2025) .
- Stock ownership guideline: 5x base salary; Ambrosius exceeds pro-rata guideline but not full; required to hold 50% of net shares until guideline met; then 100% hold if still below guideline after phase-in .
- Prohibitions: No short selling, hedging, options trading, pledging, or speculative transactions in State Street securities .
- 10b5‑1 plans: No adoption by Ambrosius in Q3 2025 (only one EVP adopted a plan; none other executive officers) .
- 2024 stock vesting realized: 12,170 shares vested ($892,282), comprising DSAs 8,740 and performance RSUs 3,430 (CRSUs not applicable to Ambrosius) .
- Germany equity retention: All equity-based incentive comp (PBRSUs, DSAs) subject to 12-month post-vest retention; DSAs immediately vested .
Employment Terms
- US Employment Agreement: Effective Jan 1, 2025; Bank title EVP; fixed pay €625,000; covenant not to compete after employment ends; governing law Massachusetts .
- Germany Service Agreement: Effective Jan 1, 2025; fixed annual gross salary €650,000; role-based allowance permitted; benefits include company car, accident insurance, pension continuation, capital-forming benefits (€40/month), meal allowance (€46.50/month grossed-up) .
- Non-solicitation: 18 months post-termination (with California/New York carve-outs); reduced by any notice period served .
- Non-compete: 12 months following termination for Cause; ends upon involuntary termination not for Cause in Massachusetts; restricted area/capacity defined; notice upon resignation: 180 days (with garden leave option) .
- Severance: Involuntary termination without Cause—Ambrosius not entitled to formulaic cash severance; maximum severance under local regulations estimated equal to current base salary until retirement age 67; maximum current-year incentive equals actual 2024 incentive under local regulations; deferred incentive awards continue to vest per original terms .
- Change of Control: Double-trigger required for acceleration and cash payments; PBRSUs valued using “adjusted fair market value” ($100.55) and paid based on certified performance; DVAs and service-based restrictions lapse/accelerate for U.S. NEOs; health & welfare benefits and outplacement for two years (U.S. context) .
- Clawback: NYSE 303A.14 Compensation Recovery Policy adopted; recovery of erroneously awarded incentive-based compensation upon accounting restatement; all awards subject to broader clawback/forfeiture aligned with banking regulations .
Compensation Committee Analysis (Program context)
- Peer groups: Compensation Peer Group (19 companies) includes direct peers Northern Trust and BNY Mellon; KBW Bank Index used for relative performance and TSR modifier; Broadridge removed from Compensation Peer Group for 2024 .
- Consultant: Meridian Compensation Partners (independent); additional data from Willis Towers Watson and McLagan .
- Say-on-Pay: ~93% support at 2024 annual meeting; ongoing shareholder outreach (contacted ~57% of shares outstanding) .
Performance & Track Record
- HRC rated Ambrosius’ 2024 individual performance “Above Expectations”, citing improved fee and servicing fee revenue vs 2023, strengthened pipeline and sales operations, and improved client sentiment; applied +10% individual modifier; total incentive awarded at 125% of target .
- Business initiatives: At Barclays conference, Ambrosius highlighted private markets as growth driver (Q2 YoY revenue +19%; segment ~10% of fee revenue) and progress on Alpha front‑to‑back platform toward 2025 goals .
Investment Implications
- Alignment: Heavy deferred and equity-based incentives (DSAs with 12-month retention; PBRSUs 3‑year performance + TSR/ROE modifiers) tightly couple realized pay to fee revenue growth and margin outcomes over time; stock ownership guideline and hold requirements further align interests .
- Retention risk: 180‑day notice, 18‑month non-solicit, and 12‑month non‑compete (for Cause) reduce attrition risk; Germany severance mechanics (base until 67 under max local regs) and continued vesting of deferred awards under certain separations temper exit incentives .
- Selling pressure: Immediate vest DSAs plus 12‑month retention and Germany deferrals (DVAs 5‑year) moderate near‑term selling; no 10b5‑1 plan adoption by Ambrosius in Q3 2025 suggests limited pre‑scheduled sales in near term .
- Pay-for-performance focus: PBRSUs tied to 3% fee revenue CAGR and 27.5% pre‑tax margin targets, with relative TSR and ROE modifiers, indicate management confidence in structural fee/margin expansion; prior cycle earned at 61.5% shows downside risk if targets are missed .
- Governance safeguards: Robust clawbacks, double‑trigger CoC, prohibition on hedging/pledging, and strong say‑on‑pay support reduce governance red flags and compensation inflation risk .