Marie Chandoha
Director at STT
Board
About Marie A. Chandoha
Marie A. Chandoha (age 63) has served as an independent director of State Street since 2019. She is the former President and CEO of Charles Schwab Investment Management and brings deep risk management, asset management, and technology/operations oversight experience; she holds a B.A. from Harvard University. Current State Street Board roles: Risk Committee Chair, and member of Examining and Audit, Executive, and Technology & Operations Committees. Public company directorships: Macy’s Inc. (2022–present) and Dynex Capital, Inc. (2024–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab Investment Management, Inc. | President & Chief Executive Officer | 2010–2019 | Led product innovation and business transformation in asset management |
| BlackRock, Inc. | Managing Director; Head, ETF/Index/Model-Based Fixed Income PM | 2009–2010 | Oversaw fixed income index/ETF portfolio management |
| Barclays Global Investors | Global Head of Fixed Income Business | 2007–2009 | Led fixed income prior to acquisition by BlackRock |
| Wells Capital Management | Co-Head & Senior PM, Montgomery Fixed Income Division | 1999–2007 | Fixed income portfolio management leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s Inc. | Director | 2022–present | Not disclosed in STT proxy |
| Dynex Capital, Inc. | Director | 2024–present | Not disclosed in STT proxy |
| Zoe Financial, Inc. | Advisory Committee Member | Not disclosed | Advisory role |
| Nature Conservancy (California) | Former Chair | Not disclosed | Non-profit leadership |
| Investment Company Institute | Former Board of Governors & Executive Committee Member | Not disclosed | Industry governance |
Board Governance
- Independence: The Board annually reviews independence per Corporate Governance Guidelines/NYSE standards; all directors other than the CEO were determined independent in early 2025. Chandoha is designated independent in the director slate .
- Committee assignments: Risk Committee (Chair); Examining & Audit; Executive; Technology & Operations .
- Committee activity in 2024:
- Risk Committee: 9 meetings; oversees global risk framework, capital adequacy, Basel/CCAR/CLAR/resolution planning, CRO evaluation, climate risk .
- Examining & Audit Committee: 10 meetings; all members are audit committee financial experts; oversees internal control integrity, compliance, auditor independence; Chandoha is a signatory to the committee report .
- Technology & Operations Committee: 8 meetings; oversees cybersecurity, resiliency, data management, tech strategy .
- Executive Committee: No meetings in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting .
- Independent director sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, presided by the Lead Independent Director .
Fixed Compensation (Non-Management Director – 2024)
| Component | Amount | Vehicle | Notes |
|---|---|---|---|
| Annual Retainer | $100,000 | Cash or common stock | Directors can elect cash or shares; pro-rating applies for mid-year additions |
| Risk Committee Chair Retainer | $40,000 | Cash or common stock | Applies to Risk Chair |
| Examining & Audit Committee Member Retainer | $20,000 | Cash or common stock | Member retainer (Chair and Lead Director excluded) |
| Board Meeting Fees | $1,500 per meeting after the 10th meeting | Cash | Board held 7 meetings in 2024 (no >10-meeting fees) |
| Annual Equity Award | $195,011; 2,514 shares; granted May 15, 2024 | Common stock | Vests immediately; no unvested director awards outstanding at 12/31/2024 |
| Perquisites & Matching Gifts | $38,599 total | Company-paid insurance and matching gifts | Perqs: $599; matching gifts: $38,000 for Chandoha |
| Total 2024 Director Compensation (Chandoha) | $393,610 | Cash + equity + other | Fees earned: $160,000; stock awards: $195,011; other comp: $38,599 |
- Deferral: Directors may elect to defer 0% or 100% of retainers, equity awards, and meeting fees; cash deferrals tracked to notional funds; stock deferrals reinvest dividends; paid at termination as lump sum or installments (2–5 years) .
Performance Compensation
| Metric Category | Structure | Notes |
|---|---|---|
| Director equity performance metrics | None disclosed/applicable; annual director stock awards vest immediately | Non-management director stock awards are time-based and immediately vested; no PSUs/options reported for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Macy’s Inc. | Retail | Director (2022–present) | STT Board determined independence after review of relationships; no material relationship disclosed |
| Dynex Capital, Inc. | Financials (mREIT) | Director (2024–present) | Independence affirmed; related-party transaction review overseen by Nominating & Corporate Governance Committee |
Expertise & Qualifications
- Key skills: Cyber/Tech/Data; Operational Transformation; Financial Services; Risk Management .
- Risk oversight: Chairs the Risk Committee with scope encompassing credit, market, interest rate, liquidity, operational, technology, compliance, and reputation risks; capital governance/Basel/CCAR/CLAR/resolution planning oversight; CRO annual evaluation; climate risk oversight .
- Audit oversight: Member of Examining & Audit Committee; committee composed entirely of audit committee financial experts; oversight of internal controls and auditor independence .
- Education: Harvard University (B.A.) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 16,908 shares; each director individually owns less than 1% |
| Shares outstanding (as of Mar 3, 2025) | 288,590,984 |
| Vested vs. unvested | Director stock awards vest immediately; no unvested non-management director awards outstanding at 12/31/2024 |
| Hedging/pledging policy | Prohibits short selling, hedging, options trading, pledging, speculative trading in State Street securities |
| Ownership guidelines | 8x annual retainer target ($800,000); must hold net shares until target; expected to attain within five years |
| Compliance status | As of Mar 3, 2025, each non-management director other than the newest appointee exceeded the full target ownership level |
Governance Assessment
- Strengths:
- Deep asset management and fixed-income leadership background; robust risk governance and technology oversight skillset aligns with STT’s risk profile and strategic priorities .
- Risk Committee Chair with structured oversight of firmwide risk, capital adequacy, and regulatory requirements; integration of climate risk enhances forward-looking risk controls .
- Audit Committee membership among financial experts; signed audit committee report affirming oversight of internal controls and auditor independence .
- Strong attendance (≥75% for all directors in 2024); active committees with substantive meeting cadence (Risk 9, Audit 10, Tech & Ops 8) .
- Ownership alignment and robust trading restrictions (no hedging/pledging); exceeded stringent 8x retainer ownership guideline .
- Pay/design observations:
- Director pay structure balanced between fixed cash retainers and immediately vested equity; committee chair/member retainers appropriately reflect workload (Risk Chair $40k; Audit member $20k) .
- Discretion on electing equity or cash for retainers and deferrals allowed, but capped by plan’s $1.5 million annual limit; equity grants are not performance-contingent (time-based), typical for directors .
- Conflicts/related parties:
- Board’s 2025 independence review concluded all non-employee directors, including Chandoha, meet independence standards; related-party transactions are reviewed by Nominating & Corporate Governance Committee .
- Watch items:
- Immediate vesting of director equity (no performance linkage) is conventional but reduces explicit performance conditioning; mitigated by ownership guidelines and trading prohibitions .
- Concurrent directorships (Macy’s, Dynex) warrant routine monitoring for any evolving business relationships; current independence determination indicates no material conflicts .
Overall signal: As Risk Committee Chair and Audit Committee member, Chandoha’s governance footprint is strong on risk/audit rigor, with clear independence, attendance, and ownership alignment—supportive of investor confidence in board effectiveness .