Sean O’Sullivan
Director at STT
Board
About Sean P. O’Sullivan
Sean P. O’Sullivan (age 69) has served on State Street’s Board since 2017 and is an independent director. He brings deep operational and technology leadership from HSBC, including roles as Group Managing Director and Group COO (2011–2014) and Executive Director and Chief Technology & Services Officer at HSBC Bank plc (2007–2010). He holds a B.A. from Western University and holds citizenship in Canada, Ireland, and the United Kingdom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Holdings plc | Group Managing Director and Group Chief Operating Officer | 2011–2014 | Led global operations and technology transformation |
| HSBC Bank plc | Executive Director and Chief Technology & Services Officer | 2007–2010 | Technology, operations, and organizational restructuring leadership |
| HSBC (various senior management positions) | Senior management | 1980–2007 | Broad operational and technology roles across the bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of British Columbia | Information Technology Advisory Committee Member | Not disclosed | Technology governance advisory |
| York University Foundation | Former Trustee | Not disclosed | Non-profit governance |
| Public company directorships | None | — | No other public boards; reduces interlock risk |
Board Governance
- Committee assignments and chair roles:
- Technology and Operations Committee — Chair; 8 meetings in 2024
- Risk Committee — Member; 9 meetings in 2024
- Executive Committee — Member; no meetings in 2024
- Independence: Board determined all directors except the CEO are independent under NYSE standards; O’Sullivan is listed as independent .
- Attendance: The Board held 7 meetings in 2024; each director attended at least 75% of the total meetings of the Board and committees on which they served. All directors attended the 2024 annual meeting .
- Independent director executive sessions occur at every regularly scheduled Board meeting, led by the Lead Director .
- Director compensation oversight: The Nominating and Corporate Governance Committee reviews director compensation annually, referencing the executive Compensation Peer Group and using Meridian Compensation Partners; no changes to elements of director compensation for the 2024–2025 Board year .
Fixed Compensation
| Component | Amount ($) | Vehicle | Notes |
|---|---|---|---|
| Annual cash retainer | 100,000 | Cash or shares | Applies to all non-management directors |
| Committee chair retainer (Technology & Operations) | 35,000 | Cash or shares | O’Sullivan served as chair |
| Committee member retainer (Risk) | 20,000 | Cash or shares | Paid to members (excl. Chair and Lead Director) |
| Meeting fees | 1,500 per meeting after the tenth | Cash | Triggered only after 10 Board meetings; Board held 7 in 2024 |
| Fees earned (O’Sullivan, 2024) | 155,000 | Cash | Reported in director compensation table |
Performance Compensation
| Component | Award detail | Vesting | Grant Date / Valuation |
|---|---|---|---|
| Annual equity award (directors) | 2,514 shares of STT common stock | Vests immediately; no unvested director awards outstanding at 12/31/2024 | Granted May 15, 2024 at $77.57; fair value $195,011 |
| Performance conditions tied to director equity | None disclosed for directors | — | Director stock awards are not performance-based |
Director Compensation (2024 actuals)
| Name | Fees Earned ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Sean P. O’Sullivan | 155,000 | 195,011 | — (under $10,000) | 350,011 |
Notes:
- Perquisites for O’Sullivan did not exceed $10,000, therefore not individually reported .
- Directors may elect to receive retainers in cash or shares and can defer 0% or 100% of retainers, equity awards, and meeting fees under the Deferred Compensation Plan for Directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None |
| Potential interlocks with competitors/suppliers/customers | None disclosed |
| Committee roles at other companies | Not applicable (no public boards) |
Expertise & Qualifications
- Key skills: Finance & Accounting; Operational Transformation; Cyber, Tech & Data; Risk Management .
- Education: Western University (B.A.) .
- Prior operating leadership at HSBC supports oversight of State Street’s technology risk, cyber, data management, and operational resiliency .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 23,829 |
| % of shares outstanding | Less than 1% (each director individually under 1%) |
| Director ownership guidelines | 8x annual retainer ($800,000 target) |
| Compliance status | As of March 3, 2025, all non-management directors other than Ms. Halliday exceeded the full target; O’Sullivan exceeded target |
| Vested vs unvested shares | Director stock awards vest immediately; no unvested director awards at 12/31/2024 |
| Hedging/pledging policy | Prohibits short selling, hedging, options trading, pledging, or speculative trading by directors |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company believes all directors complied with Section 16(a) reporting requirements in 2024; untimely filings noted for Mr. Meaney, not O’Sullivan |
Related-Party Transactions and Conflicts
- Review process: Related-person transactions over $120,000 are reviewed/approved by the Nominating and Corporate Governance Committee per written policy .
- 2024 disclosure: Apart from a management family relationship (Timby Barron), no other related-person transactions required to be reported; no personal loans to directors .
- Independence determinations: Board confirmed independence of all directors other than the CEO under NYSE standards and Company guidelines .
Compensation Structure Analysis
- Mix and alignment: Standard mix of $100,000 retainer plus $195,000 equity keeps director pay tilted toward equity, aligning incentives with shareholder outcomes; committee chair/member retainers compensate for added oversight duties .
- Stability: No changes to director compensation elements for the 2024–2025 Board year; committee used Meridian Compensation Partners and peer group data to inform decisions without treating peer data as definitive .
- Shareholder sentiment: Say‑on‑Pay received ~93% support in 2024, indicating broad investor support for compensation governance .
Governance Assessment
- Strengths:
- Independent director with deep technology and operations expertise chairs Technology & Operations Committee overseeing cybersecurity, resiliency, and data governance .
- Serves on Risk Committee, supporting comprehensive risk oversight (credit, market, liquidity, operational, technology) .
- Exceeds director stock ownership guidelines; hedging/pledging prohibited, supporting alignment .
- Board‑level attendance threshold met across all directors; independent executive sessions at each regular Board meeting .
- No related‑party transactions reported involving O’Sullivan; independence affirmed .
- Watch items:
- Executive Committee had no meetings in 2024; not a concern itself but underscores primary governance workload is in standing committees .
- Overall signal: O’Sullivan’s chair role in technology and operations and membership on Risk, combined with equity alignment and independence, support investor confidence in board effectiveness on critical risk and technology oversight .