Mark Shelton
Executive Vice President, General Counsel and Secretary at STT
Executive
About Mark Shelton
Mark Shelton is Executive Vice President, General Counsel and Secretary of State Street Corporation, having joined in December 2023 and serving in his current role since January 2024; he was 57 years old as of February 13, 2025 . As Secretary and chief legal officer, he signs the company’s current reports and registration statements, including numerous 8‑Ks in 2024–2025 and State Street’s automatic shelf registration (Form S‑3ASR), where he is also designated agent for service . The company’s long‑term incentive design emphasizes fee revenue growth and pre‑tax margin, with ROE and relative TSR functioning as modifiers to align executive payouts with shareholder returns .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $9,186* | $10,077* |
| Net Income ($USD Millions) | $1,944* | $2,687* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Street Corporation | EVP, General Counsel & Secretary | Dec 2023–present | Chief legal officer; corporate secretary; SEC filings execution |
| Barclays Bank PLC | General Counsel, Corporate International Business and Corporate & International Americas | Jul 2016–Nov 2023 | Led international and Americas corporate legal functions |
| Barclays Bank PLC | Global & Regional General Counsel, Americas | Mar 2015–Jun 2016 | Oversaw Americas legal strategy and governance |
| Gibson, Dunn & Crutcher LLP | Partner, Financial Institutions Group | Feb 2014–Feb 2015 | Advised global financial institutions on complex legal matters |
| UBS | Global Head of Investigations | 2011–Jan 2014 | Led global investigations across a major financial services firm |
| UBS | Americas General Counsel | 2009–2011 | Managed legal function for the Americas; broader 11‑year UBS tenure |
| Wilmer Cutler Pickering LLP | Partner | 1997–2003 | Senior counsel in international law practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
Shelton’s individual base salary, target bonus, and actual bonus are not tabulated in State Street’s DEF 14A (2024–2025), which provides detailed compensation only for named executive officers (NEOs) such as the CEO, CFO, and other listed NEOs .
Performance Compensation
State Street’s incentive architecture (as disclosed for NEOs) provides clear alignment to shareholder value; while Shelton’s specific awards are not disclosed, the vehicles and metrics governing senior executive incentives are below.
| Incentive Vehicle | Metric | Target | Weighting/Modifiers | Payout Range | Vesting |
|---|---|---|---|---|---|
| Performance‑Based RSUs (2024–2026) | Fee Revenue Growth (CAGR) | 3.0% over 3 years | Core metric; matrix grid | 0–150% | Single vest after performance period |
| Performance‑Based RSUs (2024–2026) | Pre‑Tax Margin (avg annual) | 26.0% | Core metric; matrix grid | 0–150% | Single vest after performance period |
| Modifiers (2024–2026) | ROE | Downward‑only if avg ROE <10% | Reduces payout | — | Applies to award |
| Modifiers (2024–2026) | Relative TSR | ± Modifier | Aligns outcomes to shareholder returns | — | Applies to award |
| Performance‑Based RSUs (2023–2025 design basis) | ROE, Pre‑Tax Margin, Fee Revenue Growth | Set annually | Equally weighted (historical design); TSR modifier | 0–150% | Vest after period |
| Prior Award Outcome (Program Context) | 2019 Performance Year PBRSUs | — | — | Earned 92.3% of target (CEO/NEOs) | Paid after period |
Vesting schedules (program design context):
- DSAs vest in four equal annual installments beginning the year after grant .
- CRSUs (CEO only) vest in 12 quarterly installments with specified schedule; settled in cash tied to average closing price .
- PBRSUs vest in one installment following the three‑year performance period .
Equity Ownership & Alignment
| Topic | Policy/Status |
|---|---|
| Pledging/Hedging | Prohibited for directors and executive officers; no short selling, options trading, pledging or speculative trading; Rule 10b5‑1 plans permitted under policy |
| Stock Ownership Guidelines | Apply to executive officers on the management Executive Committee (with holding requirements if below guideline); CEO 7x salary, others generally 5x; phased in over five years |
| Beneficial Ownership (context) | As of March 1, 2024 and March 3, 2025, each listed director/NEO, and the group, individually owned <1% of shares outstanding (company‑wide management tables) |
Employment Terms
| Term | Details | Applicability |
|---|---|---|
| Employment start/role | Joined Dec 2023; EVP, General Counsel & Secretary since Jan 2024 | Shelton |
| U.S. Severance Plan (EVP) | Cash severance equal to 3 weeks of base salary per completed year of service; min 12 weeks, max 52 weeks; additional lump‑sum equal to 25% of prior year incentive compensation; continued health & welfare at active rates during severance; outplacement | U.S. employees with EVP title (includes NEOs; same title as Shelton) |
| Award‑related covenants | Deferred incentive awards include non‑competition (12 months), non‑solicitation (6–18 months), plus confidentiality and non‑disparagement obligations | Executive deferred awards |
| Change‑of‑Control (general NEO practice) | Double‑trigger (CoC + termination without cause or for good reason) with two years of continued employment; cash severance formula typically 2x base + prior year cash incentive (subject to $10M cap); excise tax “cutback or best‑net” approach; acceleration and valuation mechanics for DSAs/CRSUs/PBRSUs specified by proxy year | NEO agreements (company practice; not specifically disclosed for Shelton) |
Execution/filing indicators:
- Shelton signed multiple 8‑Ks in 2024–2025 as EVP, General Counsel & Secretary, evidencing incumbency and authority in SEC reporting .
- Shelton is named agent for service on the company’s shelf registration (S‑3ASR), consistent with his Secretary/General Counsel role .
Investment Implications
- Alignment signals: Strong policy guardrails (no hedging/pledging; Rule 10b5‑1 permitted) and performance‑based RSUs tied to fee revenue growth and pre‑tax margin with ROE and relative TSR modifiers indicate pay‑for‑performance alignment across senior executives; this construct should apply to legal leadership incentives even if individual grant details are not disclosed .
- Retention risk: As an EVP, Shelton would be covered by the U.S. Severance Plan’s formulaic benefits (min 12 to max 52 weeks cash severance based on service, plus 25% prior‑year incentive), coupled with post‑termination covenants—reducing voluntary departure risk while maintaining post‑employment restrictions .
- Change‑of‑control economics: Company‑standard double‑trigger CoC agreements are in place for NEOs, with cutback/best‑net tax mechanics; Shelton’s specific CoC agreement is not disclosed, but broader practice implies disciplined CoC terms without single‑trigger vesting or excise tax gross‑ups .
- Trading pressure: Executive policy prohibiting hedging/pledging and speculative transactions mitigates forced‑sale/pledge risks; any selling would typically occur under compliant windows or 10b5‑1 plans, reducing informational asymmetry concerns .
- Data gaps: Shelton is not listed among tabulated NEOs in DEF 14A; absence of individual grant/ownership detail limits direct pay‑for‑performance and “skin‑in‑the‑game” quantification for him, placing greater weight on company‑level structures and governance policies .