Susan Gordon joins State Street (STT) Board and key audit, technology committees

Rhea-AI Filing Summary

State Street Corporation has elected Susan Gordon as an independent director to its Board of Directors effective March 19, 2026. She will serve on the Board’s Examining and Audit Committee and its Technology and Operations Committee.

Gordon will receive a pro rata share of the 2025-2026 $110,000 annual cash retainer and $235,000 common stock retainer, consistent with existing non-employee director compensation. The stock award will be based on the closing price of State Street’s common stock on the date of her election, and she will enter into an indemnification agreement in the same form used for other non-employee directors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2026

______________________

State Street Corporation

(Exact name of Registrant as Specified in its Charter)

____________________

Massachusetts

001-07511

04-2456637

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Congress Street

Boston

Massachusetts

02114

(Address of principal executive offices, and Zip Code)

Registrant’s telephone number, including area code: (617) 786-3000

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1 par value per share

STT

New York Stock Exchange

Depositary Shares, each representing a 1/4,000th ownership interest in a share of

STT.PRG

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 19, 2026, State Street Corporation’s Board of Directors elected Susan Gordon as an independent director of the corporation. Ms. Gordon has also been appointed as a member to the Board’s Examining and Audit Committee and its Technology and Operations Committee effective the date of her election to the Board. There are no arrangements or understandings between Ms. Gordon and any other persons pursuant to which Ms. Gordon was elected as a director of the corporation. Ms. Gordon will be entitled to a pro rata share of the 2025-2026 $110,000 annual retainer and $235,000 common stock retainer and to other director compensation arrangements under terms consistent with those previously disclosed in Exhibit 10.9 to State Street’s annual report on Form 10-K for the year ended December 31, 2025. The pro-rated stock award will be based on the closing price of State Street’s common stock on the New York Stock Exchange on the date of election. Ms. Gordon will be entitled to enter into an indemnification agreement with State Street consistent with the forms of indemnification agreement entered into by State Street’s other non-employee directors and previously disclosed in Exhibit 10.11A to State Street’s annual report on Form 10-K for the fiscal year ended December 31, 2025.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

			Exhibit No.			Description
*			104			Cover Page Interactive Data File (formatted as Inline XBRL)

 * Submitted electronically herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STATE STREET CORPORATION

By:

/s/ Mark Shelton

Name:

Mark Shelton

Title:

Executive Vice President, General Counsel and Secretary

Date:

March 23, 2026

FAQ

What did State Street Corporation (STT) announce in this 8-K filing?

State Street Corporation announced the election of Susan Gordon as an independent director to its Board. She will also join the Examining and Audit Committee and the Technology and Operations Committee, with compensation and indemnification consistent with other non-employee directors.

When was Susan Gordon elected to the State Street (STT) Board of Directors?

Susan Gordon was elected to State Street’s Board of Directors on March 19, 2026. Her committee appointments to the Examining and Audit Committee and the Technology and Operations Committee are effective as of that same election date.

What Board committees will Susan Gordon serve on at State Street (STT)?

Susan Gordon will serve on State Street’s Examining and Audit Committee and its Technology and Operations Committee. These assignments are effective as of her March 19, 2026 election to the Board of Directors, aligning her role with oversight and technology-related responsibilities.

How will Susan Gordon be compensated as a State Street (STT) director?

Susan Gordon will receive a pro rata share of the 2025-2026 $110,000 annual cash retainer and $235,000 common stock retainer. Her compensation is consistent with previously disclosed arrangements for non-employee directors and follows the company’s standard director compensation framework.

How is Susan Gordon’s stock retainer calculated at State Street (STT)?

Susan Gordon’s pro-rated stock award will be based on the closing price of State Street’s common stock on the New York Stock Exchange on her election date. This approach determines how many shares correspond to the $235,000 common stock retainer on a pro rata basis.

Will Susan Gordon have an indemnification agreement with State Street (STT)?

Yes, Susan Gordon will be entitled to enter into an indemnification agreement with State Street. The agreement will be consistent with the forms used for other non-employee directors, as previously disclosed in the company’s Form 10-K exhibits for the 2025 fiscal year.

Are there any special arrangements behind Susan Gordon’s election to State Street’s Board?

The company states there are no arrangements or understandings with any other persons under which Susan Gordon was elected. Her election is presented as a standard Board decision, without side agreements beyond the disclosed compensation and indemnification terms.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.1 KB