Sara Mathew
Lead Independent Director at STT
Board
About Sara Mathew
Sara Mathew (age 69) is an independent director of State Street Corporation (STT) since 2018. She was appointed Independent Lead Director-elect in March 2025, commencing after the 2025 annual meeting subject to re-election . Mathew holds a B.S. from the University of Madras, India, and an MBA from Xavier University, and previously served as Chairman & CEO of Dun & Bradstreet, following earlier senior finance and operating roles at Procter & Gamble .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dun & Bradstreet Corporation | Chairman & Chief Executive Officer; President & COO; Chief Financial Officer | 2001–2013 | Led finance, operations, and strategy, culminating as CEO and Chair |
| Procter & Gamble | Senior Manager (finance, accounting, investor relations, brand management) | 1983–2001 | Cross-functional financial leadership roles |
| Federal Home Loan Mortgage Corporation (Freddie Mac) | Non-Executive Chair | 2013–2023 | Board leadership in GSE governance |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Dropbox, Inc. | Director | 2021–present |
| Carnival Corporation & plc | Director | 2022–stepping down April 16, 2025 |
| Reckitt Benckiser Group plc | Former Director | 2019–2022 |
| Xos, Inc. | Former Director | 2021–2022 |
| NextGen Acquisition Corporation | Former Director | 2020–2021 |
| Campbell Soup Company | Former Director | 2005–2019 |
| Shire plc | Former Director | 2015–2019 |
Board Governance
- Independent status: The Board determined all non-management directors, including Mathew, are independent under NYSE and STT guidelines .
- Lead Director transition: Appointed Independent Lead Director-elect in March 2025; role begins after the 2025 annual meeting .
- Committee assignments (2025 slate): Human Resources Committee (Chair), Examining & Audit Committee (member), Executive Committee (member) .
- Committee oversight and engagement:
- HRC: Oversees executive compensation plans, CEO pay setting with independent directors, risk alignment of incentives; all members independent .
- E&A: Oversees auditor selection, internal controls, compliance; all members independent and financial experts .
- Executive Committee: Authorized to act for Board between meetings; comprises committee chairs, Lead Director, and Chair .
- Attendance: In 2024 the Board held seven meetings; each director attended at least 75% of Board and committee meetings; all 12 directors attended the 2024 annual meeting .
- Shareholder engagement: The Board contacted holders representing ~57% of shares in 2024; Mathew (as HRC Chair) participated in selected engagements .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Retainer | 100,000 | Non-management director cash or stock election |
| HRC Chair Retainer | 35,000 | Cash or stock election |
| Examining & Audit Member Retainer | 20,000 | Member retainer (excludes chair/Lead Director) |
| Fees Earned or Paid in Cash (2024) | 155,000 | Sum of retainer + chair + member |
| Meeting Fees | — | $1,500 per meeting after 10th meeting; Board held 7 meetings in 2024 |
Notes: Non-management directors may elect cash or shares; retainers are prorated for mid-year changes; total director compensation capped at $1.5M per year under the 2017 Stock Incentive Plan .
Performance Compensation
| Component | Grant Detail | Vesting | Amount |
|---|---|---|---|
| Annual Equity Award | 2,514 shares granted May 15, 2024 (closing price $77.57) | Immediate vesting | $195,011 |
| Stock Awards (2024 total) | — | — | $195,011 |
- Director equity awards vest immediately; there were no unvested non-management director stock awards as of December 31, 2024 .
- Directors may elect to defer cash/stock under the Deferred Compensation Plan for Directors; deferrals track notional funds or reinvested STT dividends as applicable .
Other Directorships & Interlocks
- Mathew’s current public boards (Dropbox; leaving Carnival) do not present disclosed related-party transactions with STT; the proxy reports no related-person transactions requiring disclosure for 2024 .
- The independence review categorically assessed commercial/charitable ties; none involving Mathew were flagged as material in 2025 .
Expertise & Qualifications
- Finance and technology expertise with CEO/CFO track at Dun & Bradstreet; cross-functional operating experience at Procter & Gamble .
- Board leadership experience (Freddie Mac non-executive chair; multiple public boards) supporting governance depth and succession oversight .
- Education: University of Madras (B.S.); Xavier University (M.B.A.) .
Equity Ownership
| Holder | Shares Beneficially Owned | As-of Date | Notes |
|---|---|---|---|
| Sara Mathew | 20,531 | March 3, 2025 | Less than 1% outstanding; includes immediately vested director share awards |
| Ownership Guideline | $800,000 value threshold | — | Directors must hold 8× annual retainer; all non-management directors other than the new 2024 appointee exceeded full target as of March 3, 2025 |
- Securities Trading Policy prohibits short selling, options trading/hedging, pledging, or speculative trading by directors .
Governance Assessment
Key findings and investor implications:
- Committee leadership: As HRC Chair and E&A member, Mathew anchors pay-for-performance design and audit/compliance oversight—both critical to banking sector governance. The HRC runs CEO pay setting with risk alignment (clawbacks, double-trigger CoC), and coordinates with Risk and Audit committees .
- Lead Director continuity: Transition to Lead Director-elect creates governance stability; the Lead Director is expected to attend all committees to promote agenda coordination and risk oversight . This expands Mathew’s cross-committee visibility and investor engagement footprint .
- Director pay alignment: Mathew’s 2024 director compensation totaled $350,011, with cash fees of $155,000 and equity of $195,011; structure unchanged YoY, reflecting stable cash/equity mix and no pay escalation .
- Ownership alignment: She exceeded director ownership guidelines as of March 3, 2025, with 20,531 shares beneficially owned; director equity awards vest immediately, supporting near-term alignment while the trading policy bans hedging/pledging (mitigating misalignment risk) .
- Conflicts/related-party: No related-person transactions disclosed involving Mathew; STT reports no personal loans or extensions of credit to directors/executives, and strong categorical independence standards are applied annually .
- Say-on-Pay signal: Advisory vote support was ~93% in both 2024 and 2025, with Mathew participating in shareholder engagements as HRC Chair—positive for compensation governance credibility .
RED FLAGS: None identified specific to Mathew. STT prohibits hedging/pledging; no option repricing or tax gross-ups for perquisites for executives (director perquisites are modest); Section 16 reporting shows no Mathew delinquencies in 2024; mean delinquency disclosed was for another director .
Insider activity: Form 4 data for Mathew was not retrieved via an insider-trades tool in this workflow; the proxy’s Section 16(a) disclosure indicates no reporting delinquencies for Mathew in 2024 .
Compensation Committee Analysis
- Composition and independence: HRC members are independent .
- Consultant: Meridian Compensation Partners serves as the independent consultant to the HRC; independence assessed and affirmed in December 2024; Willis Towers Watson and McLagan provide market data (not HRC consultants) .
- Risk controls: Incentives feature ex ante/downward adjustments, forfeiture, and clawbacks; equity awards subject to double-trigger vesting on change of control; HRC integrates risk input from CRO and Risk Committee .
Director Compensation Summary (Quantitative)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 155,000 | 155,000 |
| Stock Awards ($) | 195,043 | 195,011 |
| Total ($) | 350,043 | 350,011 |
| Annual Equity Grant Shares | 2,849 (May 17, 2023; $68.46) | 2,514 (May 15, 2024; $77.57) |
Upcoming Role and Oversight Scope
- As Independent Lead Director (post-2025 annual meeting), Mathew’s responsibilities will include presiding over executive sessions, agenda approval with the Chair, frequent CEO liaison, calling meetings of independent directors, annual CEO performance review process, regulatory and stakeholder communication, and participation across all committees to strengthen oversight continuity .
Related-Party Transactions & Policies
- Review framework: Nominating & Corporate Governance Committee reviews/approves related-person transactions >$120,000; none required to be reported for 2024; no personal loans to directors or executives .
- Independence standards: Categorical immateriality thresholds and banking relationship exceptions documented in Corporate Governance Guidelines .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 93.1% in 2023 reported in 2024 proxy; ~93% support in 2024 reported in 2025 proxy .
- Engagement: Chair of HRC (Mathew) participated in selected shareholder meetings on compensation and governance topics; feedback informed performance RSU design focusing on fee revenue growth and pre-tax margin .
Section 16 Compliance
- STT disclosed compliance by directors/officers for 2024, with exceptions noted for other individuals; no Mathew delinquencies reported .
Notes
- Director ownership guidelines require eight times annual retainer ($800,000) with a five‑year phase-in; as of March 3, 2025, all non-management directors except the 2024 newcomer exceeded full target ownership .
- Directors are prohibited from short selling, options trading, hedging, and pledging STT securities; Rule 10b5‑1 plans are permitted under policy .