Sarah Timby
Executive Vice President and Chief Administrative Officer at STT
Executive
About Sarah Timby
Executive Vice President and Chief Administrative Officer (CAO) at State Street since January 2024; joined State Street in January 2020 after senior technology, operations, and risk leadership roles at EBRD and Barclays. Age 55 as of February 13, 2025; prior roles include Global Technology Services CIO and International Chief Information Officer, underscoring deep operational and technology governance credentials . During her CAO tenure, State Street’s 2024 performance showed fee revenue +6.3%, total revenue +6.2%, EPS $8.67, ROE 11.1%, and pre-tax margin 27.6%, while TSR exceeded the KBW Bank Index on 3- and 5-year bases, aligning pay programs and incentives with long-term shareholder outcomes .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Total Fee Revenue ($MM) | $9,480 | $10,075 |
| Total Revenue ($MM) | $12,239 | $13,000 |
| EPS ($) | $7.66 | $8.67 |
| ROE (GAAP) | 8.2% | 11.1% |
| Pre-Tax Margin | 26.4% | 27.6% |
| TSR vs KBW Bank Index | — | Outperformed on 3- and 5-year basis |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Street | EVP & GTS CIO; International & Global Tech Risk Manager | 2022–2023 | Technology modernization, resilience and risk governance across global platforms |
| State Street | International Chief Information Officer | 2020–2022 | International technology strategy and operations |
| EBRD | Managing Director, Group Operations | 2019–2020 | Operational transformation and oversight at a multilateral financial institution |
| Barclays | Managing Director, Head of Investments & Corporate Bank KYC Operations | 2017–2018 | Regulatory and KYC operations leadership; 30-year tenure across senior roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| European Bank for Reconstruction and Development (EBRD) | Managing Director, Group Operations | 2019–2020 | Operational leadership in a global development finance institution |
Fixed Compensation
Not disclosed for Ms. Timby; executive officer compensation is determined by the Human Resources Committee and emphasizes market alignment and risk principles (no options grants/repricing; no tax gross-ups on perquisites; strong clawback and restrictive covenants) .
Performance Compensation
State Street’s long-term incentive framework for executives centers on performance-based RSUs with fee revenue growth and pre-tax margin as core metrics, modified by relative TSR and ROE; delivery emphasizes deferred equity, vesting over multi-year horizons .
| Metric | Weighting | Target | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|
| Fee Revenue Growth (3-yr CAGR) | Core matrix factor | 3.0% CAGR for 100% payout | Bilinear interpolation within matrix; 0–150% payout range | Single tranche after 3-year performance period |
| Pre-Tax Margin (3-yr average) | Core matrix factor | 27.5% for 100% payout | Bilinear interpolation; combined with Fee Growth for earned % | Single tranche after 3-year performance period |
| Relative TSR (vs KBW Bank Index) | Modifier | Percentile rank | –25% to +25% modifier to earned % | Applies to RSU payout at certification |
| ROE | Modifier | Thresholds at 5–10% | Linear modifier from 0% to –100% depending on ROE | Applies to RSU payout at certification |
| Deferred Stock Awards (DSAs) | Balance of LTI | — | Fixed-share grants | 4 equal annual installments from grant (U.S.) |
| Cash (STI) | 25% CEO; 35% Other NEOs | — | Immediate cash component | Paid annually; no deferred cash for 2024 awards (U.S. NEOs) |
Executive compensation practices include double-trigger change-of-control for acceleration and cash payments; robust clawback; non-compete and non-solicit covenants; and prohibition on hedging/pledging .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Statement of Beneficial Ownership (Form 3) | 16,141 common shares directly owned as of 01/01/2024 |
| Insider Transaction (Form 4) | Sold 3,975 shares at $77.41 on 05/21/2024; post-transaction direct holdings reported at 15,573 shares |
| Ownership % of Shares Outstanding | ~0.005% based on 15,573 shares vs 288,590,984 shares outstanding (as of 03/03/2025) |
| Options | None reported in Form 3 (no derivative table entries) |
| Pledging/Hedging | Prohibited by Securities Trading Policy; executive officers subject to ownership and holding requirements |
| Stock Ownership Guidelines | Executives on the management Executive Committee must meet share ownership multiples of salary with 50%/100% holding requirements until compliant; examples include CEO 7x, other executives 5x (guideline table illustrative) |
Employment Terms
- Role and tenure: Executive Vice President & CAO since January 2024; joined State Street in January 2020 .
- Change-of-control and severance framework: Double-trigger required for acceleration and cash; no change-of-control excise tax gross-ups; incentive awards subject to non-compete and non-solicit post-termination; clawback for restatements/misconduct .
- Vesting mechanics: Performance RSUs vest after three-year performance period; DSAs vest ratably over four years for U.S. executives; award design emphasizes deferred equity over cash .
Related-Party Transactions
- The proxy discloses employment of Ms. Timby’s daughter, Jamie Louise Timby Barron, at State Street since March 2024; total compensation in 2024 was less than $250,000; the Nominating and Corporate Governance Committee ratified the employment per related-person transaction policy .
Performance & Track Record
- Company outcomes during her CAO tenure include positive fee and total operating leverage, record NII, and capital returns of ~$2.2B via buybacks and dividends in 2024 .
- Strategic execution highlights include Alpha mandates, Global Advisors’ record management fees and ETF inflows, and FX trading revenue strength, evidencing operational momentum alongside risk governance .
Risk Indicators & Red Flags
- Insider selling: One Form 4 open-market sale of 3,975 shares in May 2024, modest relative to holdings, suggests limited near-term selling pressure .
- Potential future sales: Media aggregator notes a Form 144 filed on February 25, 2025 (preplanned sales notice) .
- Governance mitigants: No option grants or repricing; anti-hedging/pledging; strong clawback and risk alignment process across incentive plans .
Compensation Structure Analysis
- Shift toward equity-linked incentives with elimination of deferred cash for 2024 awards (U.S. NEOs) increases performance-contingent pay exposure over multi-year periods .
- Performance metric calibration (Fee Revenue CAGR and Pre-Tax Margin) focuses executives on durable revenue growth and operating efficiency; TSR and ROE modifiers add market- and capital-efficiency alignment .
- Stock ownership guidelines and holding requirements enhance skin-in-the-game; hedging/pledging prohibitions reduce misalignment .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~93%; shareholders broadly supportive of performance-based RSU design changes emphasizing fee growth and margin; disclosure clarity improved in 2025 proxy per feedback .
Expertise & Qualifications
- Deep experience in global technology operations, risk management, and regulatory programs from Barclays and EBRD; senior technology leadership at State Street prior to CAO appointment .
- Education not disclosed in SEC filings for Ms. Timby; senior leadership scope and cross-regional operations noted .
Work History & Career Trajectory
- 30-year Barclays tenure across senior roles culminating in KYC operations leadership; transition to EBRD Group Operations MD; joined State Street in 2020 and advanced through CIO/risk leadership roles to CAO in 2024 .
Equity Ownership & Transactions Table
| Date | Filing | Action | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|---|
| 01/01/2024 | Form 3 | Initial beneficial ownership | 16,141 | — | 16,141 |
| 05/21/2024 | Form 4 | Sale (open market) | 3,975 | $77.41 | 15,573 direct shares |
Investment Implications
- Alignment: Programmatic focus on fee growth and margins over three years, combined with TSR/ROE modifiers and strict ownership/holding rules, supports long-term alignment for the CAO role overseeing enterprise operations and administration .
- Selling pressure: Only one disclosed Form 4 sale (3,975 shares) and a later Form 144 notice point to low observed selling cadence; monitor future filings for pattern changes .
- Retention economics: While individual severance multiples are not disclosed for Ms. Timby, company-wide policies (double-trigger CoC, clawbacks, non-compete/non-solicit) create retention and compliance guardrails; equity-heavy mix and ownership requirements increase opportunity cost of departure .
- Execution risk: CAO remit spans operational resiliency and administrative governance; 2024 outcomes suggest effective transformation and efficiency gains company-wide, mitigating operational execution risk under her tenure .