William Freda
Director at STT
Board
About William C. Freda
William C. Freda, age 72, has served as an independent director of State Street since 2014. He is a retired Senior Partner and Vice Chairman of Deloitte LLP with a 40‑year career (1974–2014) and is a Certified Public Accountant. He holds a B.S. from Bentley University and contributes deep expertise in risk management and complex audit and accounting matters; he also brings strategic insights on international expansion and client relationship management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Senior Partner and Vice Chairman | 2011–2014 | Member, U.S. Executive Committee; Managing Partner of Client Initiative (2007–2011); 40-year career (1974–2014) |
| Deloitte LLP | Managing Partner, Client Initiative; Member, U.S. Executive Committee | 2007–2011 | Led client strategy and engagement at scale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamilton Insurance Group | Director (Public company) | 2014–present | Current public company directorship |
| Guardian Life Insurance Company | Director | Not disclosed | Mutual insurer; non-public |
| Deloitte Touche Tohmatsu Limited | Former Director | Not disclosed | Former governance role |
| Bentley College (now Bentley University) | Former Trustee | Not disclosed | Higher education governance |
Board Governance
- Independence: The Board determined all non-management nominees, including Mr. Freda, are independent under NYSE standards and State Street’s Corporate Governance Guidelines . The 2025 independence review noted certain commercial or charitable relationships for several directors (including Mr. Freda) but determined them immaterial under categorical standards; none exceeded the greater of $1 million or 2% of the affiliated entity’s annual gross revenue in 2024 .
- Audit Committee Financial Expert: All Examining and Audit Committee members, including Chair William C. Freda, are deemed “audit committee financial experts” under SEC rules .
- Executive Sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, led by the Lead Director .
- Attendance: In 2024, the Board held seven meetings, and each director attended at least 75% of the aggregate Board and committee meetings on which they served; all 12 directors attended the 2024 annual meeting (virtual) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Examining & Audit | Chair (William C. Freda) | 10 |
| Risk | Member | 9 |
| Nominating & Corporate Governance | Member | 4 |
| Executive | Member | 0 (no meetings in 2024) |
Fixed Compensation
Program structure (2024–2025 Board year):
- Annual retainer: $100,000 (cash or shares)
- Annual equity award: $195,000 (in State Street common shares)
- Chair retainers: Examining & Audit and Risk chairs $40,000; HR and Technology & Operations chairs $35,000; Nominating & Corporate Governance chair $25,000
- Committee member retainer (Audit/Risk): $20,000 (excluding chair and Lead Director)
- Meeting fees: $1,500 per meeting after the tenth Board meeting
- Deferral: Directors may defer 0% or 100% of cash retainers, equity awards, and meeting fees; deferred stock credited for dividends; paid at end of service per election
Mr. Freda – 2024 Director Compensation (as reported):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 160,000 | Reflects annual and committee retainers |
| Stock Awards | 195,011 | 2,514 shares at $77.57 (5/15/2024); vests immediately |
| All Other Compensation | 40,894 | Includes $40,000 charitable match + $894 insurance/perqs |
| Total | 395,905 | Sum of components |
Additional program details:
- 2024 stock award to all non-management directors (except a pro-rated grant to Ms. Halliday): 2,514 shares; immediate vesting; no unvested director awards outstanding at 12/31/2024 .
- No changes to the elements of director compensation from the prior year; reviewed with Meridian Compensation Partners and peer group context by the Nominating & Corporate Governance Committee .
Performance Compensation
Director equity is time-based (not performance-conditioned) and vests immediately upon grant.
| Award Type | Grant Date | Shares | Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Annual equity grant (2024) | 05/15/2024 | 2,514 | $195,011 | Vests immediately; no performance conditions disclosed |
| Annual equity grant (2025, Form 4) | 05/14/2025 | 2,406 | Not disclosed | Director stock awards vest immediately per program disclosure ; Form 4 filed 05/16/2025 |
No options or performance share units for directors are disclosed; the standard director equity award is in common shares that vest immediately .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Relationship Note |
|---|---|---|
| Hamilton Insurance Group (Public) | Director (2014–present) | Current outside public board |
| Guardian Life Insurance Company | Director | Charitable/commercial relationships for certain directors reviewed and deemed immaterial; none exceeded thresholds in 2024 |
| Deloitte Touche Tohmatsu Limited | Former Director | Former governance role |
Expertise & Qualifications
- Financial expert – audit and accounting; CPA; extensive oversight of internal controls and external auditor independence (as Audit Chair) .
- Risk management; regulatory; financial services domain knowledge .
- Board leadership experience (chairs Audit; serves on Risk, Nominating & Corporate Governance, and Executive Committees) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 03/03/2025) | 30,399 shares |
| Percent of class | <1% (each director individually <1%) |
| Shares outstanding (reference) | 288,590,984 (as of 03/03/2025) |
| Vesting status of director awards | Director stock awards vest immediately; no unvested director awards outstanding at 12/31/2024 |
| Ownership guidelines | Target = 8× annual retainer = $800,000; must hold net shares until target met |
| Compliance with guidelines | As of 03/03/2025, each non-management director other than the newly appointed Ms. Halliday exceeded the full target (implies Mr. Freda exceeded) |
| Hedging/pledging policy | Prohibits short selling, hedging, options trading, and pledging by directors |
Insider Trades (recent)
| Date (Filed) | Transaction Date | Form | Security | Transaction | Shares | Source |
|---|---|---|---|---|---|---|
| 2025-05-16 | 2025-05-14 | Form 4 | STT Common Stock | Award (Director annual grant) | 2,406 |
Shareholder Support (Election 2025)
Proposal 1 – Election of Directors (William C. Freda):
| For | Against | Abstain | Broker Non-Votes | Source |
|---|---|---|---|---|
| 233,065,622 | 2,786,936 | 295,612 | 18,691,561 |
Governance Assessment
-
Strengths
- Independent; deep audit/risk expertise; designated “audit committee financial expert,” and active oversight as Audit Chair (10 committee meetings in 2024; signed Audit Committee Report) .
- Strong alignment: exceeds rigorous director ownership guideline (8× retainer), immediate-vesting equity in common stock, and prohibitions on hedging/pledging .
- Engagement: Serves on four committees including chairing Audit; Board and committees met frequently (Board: 7; Audit: 10; Risk: 9) with minimum attendance thresholds met by all directors .
- Investor support: Robust “for” votes in 2025 director election (see above) .
-
Potential Conflicts/Red Flags
- Related-party context: The Board identified commercial or charitable relationships tied to several directors (including Mr. Freda) and deemed them immaterial under categorical standards; no 2024 amounts exceeded the greater of $1 million or 2% of the affiliated entity’s revenue .
- Workload concentration: Multiple committee assignments including Audit Chair may increase time demands; however, attendance thresholds were met by all directors in 2024 .
-
Compensation Structure Observations (Directors)
- Stable year-over-year program; cash retainer plus fully vested equity; no options or performance-conditioned equity reduces risk of short-termism; deferral available to enhance alignment .
Overall signal: Independence affirmed, strong audit/risk oversight, high ownership alignment, and solid shareholder support – with no material related-party concerns disclosed for 2024 .