John Woods
Chief Financial Officer at STT
Executive
About John Woods
John F. Woods, age 60, joined State Street as Executive Vice President and Chief Financial Officer in late August 2025 after serving as CFO and Vice Chair at Citizens Financial Group since 2017; he holds a B.S. in Commerce from the University of Virginia . Company performance underpinning his incentive framework: in 2024, non-GAAP total fee revenue rose 6.3% to $10,075M and total revenue rose 6.2% to $13,000M, EPS was $8.67 (+13.2% y/y) and ROE (GAAP) was 11.1% (+290 bps y/y); TSR exceeded the KBW Bank Index on three- and five-year bases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Financial Group | CFO (2017–2025) and Vice Chair (from 2019) | 2017–2025 | Led finance, IR, strategy & corp dev, treasury, tax; enterprise oversight across multiple finance disciplines . |
| MUFG Americas Holdings | CFO (most recent role at MUFG) | Not disclosed | Finance leadership at a large, complex financial institution . |
| JPMorgan Chase | CFO, Home Lending | Not disclosed | Consumer lending finance leadership in a global bank . |
| Arthur Andersen | Partner, financial consulting group | Not disclosed | Financial and risk consulting foundation; partnership-level experience . |
External Roles
No public-company directorships disclosed in State Street’s materials about Woods .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Base Salary | $750,000 | Annualized base. |
| 2025 Target Incentive | $6,750,000 | Discretionary 2025 award under State Street’s program; payable Q1 2026 . |
| Transition Payment | $1,000,000 | One-time cash. |
| Benefits & Perquisites | Executive physical; umbrella liability insurance; EVP-level benefits | Standard EVP benefits; participation in employee programs . |
Performance Compensation
| Vehicle | Metric | Weighting | Target/Performance Period | Payout/Vesting |
|---|---|---|---|---|
| Performance-Based RSUs (buy-out grant) | Pre-Tax Margin and Fee Revenue Growth; TSR modifier (+/−25%); ROE downward modifier (up to −100%) | Not disclosed | Three-year period aligned with State Street’s program; buy-out PBRSUs vest in Feb 2028 | Earnout 0–150% of target under program; buy-out PBRSUs vest single tranche Feb 2028 subject to performance . |
| Deferred Stock Award (buy-out grant) | Time-based vesting (company equity alignment) | Not applicable | 70% vests Feb 2027; 30% vests Feb 2028 | Shares deliver per schedule . |
| Cash buy-out (sign-on make-whole) | N/A | N/A | Paid in two equal installments: immediately after start and at 12-month anniversary | Fixed cash; no performance conditions . |
| Annual Incentive (2025) | Corporate performance factor; individual modifier per State Street program | Corporate factor range 0–200%; individual −30% to +30% | 2025 performance year; payable Q1 2026 | Mix delivered per program (cash and deferred equity per HRC design) . |
Program design context: For NEOs, performance-based RSUs are earned on pre-tax margin and fee revenue growth over three years, with a relative TSR modifier (+/−25%) and a ROE-based downward modifier (up to −100%); payouts range 0–150% and vest after the period .
Equity Ownership & Alignment
- Executive stock ownership guidelines require executive officers to own common stock equal to a multiple of base salary, phased in ratably over five years, with holding requirements: 50% of net shares during phase-in if below target; 100% after phase-in until guideline met .
- Securities Trading Policy prohibits short selling, options trading or hedging, pledging as collateral, and speculative trading; Rule 10b5-1 plans are permitted for pre-arranged trades .
Employment Terms
| Term | Detail |
|---|---|
| Start/Effective Date | Expected start Aug 18, 2025; CFO effective no later than Aug 25, 2025 . |
| Role/Reporting | EVP & CFO; reports to CEO Ron O’Hanley; Boston HQ as primary location . |
| Notice Requirement | 180 days’ prior notice for voluntary termination . |
| Restrictive Covenants | Non-compete and non-solicitation covenants apply; standard confidentiality and non-disparagement . |
| Post-termination Durations (U.S. NEO awards) | Non-compete 12 months; non-solicitation 18 months on deferred awards; clawback windows: up to 4 years for performance RSUs; up to 3 years for other awards . |
| Change-of-Control Protection | Standard State Street CoC agreement: double-trigger required (CoC + termination without cause/for good reason within two years); two years continued employment offered post-CoC; excise tax cutback or full payment (whichever is better after-tax) with 110% threshold; non-solicitation 18 months post-termination . |
| CoC Cash Severance Formula | Lump sum equal to 2× (base salary + prior year cash-based incentive), subject to $10M cap . |
| Indemnification & CoC Agreement | Offered standard indemnification and CoC agreements for similarly situated executives . |
Track Record & Execution Risk
- Experience/tenure: Nearly four decades in senior finance roles across large, complex financial institutions; signed SEC certifications as EVP & CFO as of Oct 30, 2025, evidencing control responsibilities .
- Strategic posture: Public remarks emphasize a high bar for M&A, disciplined capital allocation (organic growth first; tuck-ins/bolt-ons aligned to strategy, e.g., Apex), and non-reactionary stance to competitor actions .
Compensation Governance and Clawbacks
- Clawback/forfeiture mechanisms allow ex-ante downward adjustments, forfeiture before vesting, and post-delivery clawbacks for misconduct, restatements, miscalculations, or breach of non-compete; clawback determination windows: four years (PBRSUs) and three years (other awards) .
- Program excludes option grants/repricing and tax gross-ups on perquisites; requires double-trigger CoC for vesting/cash payments; prohibits hedging/pledging and speculative trading .
Investment Implications
- Alignment: 2025 incentive and buy-out equity are long-duration and performance-based (pre-tax margin, fee revenue growth, TSR), with vesting concentrated in Feb 2027–Feb 2028—supporting retention and reducing near-term insider selling pressure; the holding/anti-hedging/anti-pledging policies further align interests with shareholders .
- Retention risk: 180-day notice, multi-year make-whole equity, and standard CoC double-trigger benefits (with excise cutback/no gross-ups) suggest moderate retention risk and shareholder-friendly protections against windfalls .
- Performance linkage: Corporate results used in the program showed broad-based improvement in 2024 (EPS +13.2%, pre-tax margin up 120 bps) and TSR outperformance versus the KBW Bank Index, indicating incentive metrics are tied to drivers investors monitor; continued delivery will influence Woods’ realized pay and signal execution quality .
- Trading signals: Prohibitions on pledging/hedging and reliance on Rule 10b5-1 for planned trades reduce opportunistic selling risk; watch for any newly filed 10b5-1 plans and Form 4 activity as vesting dates approach to assess potential supply dynamics .